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, 2026.
FINANCIAL PERFORMANCE
The financial statements of the Company have been prepared in accordance with the provisions of Section 129 and Section 133 of the Companies Act, 201 3 (the Act), read with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs (MCA). The overview of the financial performance of the Company for the financial year ended 31 51 March, 2026, along with
a comparison with the corresponding previous financial year is as under:
(Rs. in crore)
| Particulars | Standalone | Consolidated | ||
| As at 31 st March, 2025 | As at 3March, 2025 | |||
| Revenue from operation | 1,475.54 | 1,449.21 | 1,698.05 | 1,851.09 |
| Other Income | 16.59 | 7.23 | 16.00 | 8.85 |
| Total Income | 1,492.13 | 1/456.44 | 1,714.05 | 1,859.94 |
| Employee Benefit Expenses | 437.14 | 363.98 | 552.69 | 457.95 |
| Other Expenses | 247.09 | 219.12 | 400.86 | 349.82 |
| Total Expenses | 684.23 | 583.10 | 953.55 | 807.77 |
| Profit before exceptional items and tax expense | 807.90 | 873.34 | 760.5 | 1,052.17 |
| Exceptional Items | 108.54 | - | 108.9 | - |
| Profit before tax expense | 699.36 | 873.34 | 651.6 | 1,052.17 |
| Less: Tax expense (current & deferred) | 159.61 | 219.82 | 179.17 | 239.21 |
| Profit after tax | 539.75 | 653.52 | 472.43 | 812.96 |
| Attributable to owners of the Company | 539.75 | 653.52 | 404.12 | 731.49 |
| Attributable to non-controlling interests | - | - | 68.31 | 81.47 |
| Add / less: Other comprehensive income (Net of tax) | (21.22) | (12.63) | 77.34 | 19.56 |
| Total comprehensive income | 518.53 | 640.89 | 549.77 | 832.52 |
| Attributable to owners of the Company | 518.53 | 640.89 | 481.46 | 751.05 |
| Attributable to non-controlling interests | - | - | 68.31 | 81.47 |
| Balance of retained earnings carried to balance sheet | 3,373.08 | 3,431.11 | 3,814.10 | 4,007.76 |
| Paid-up capital | 128.52 | 127.98 | 128.52 | 127.98 |
| Net worth attributable to owners of the Company | 3,735.06 | 3,785.86 | 4,504.63 | 4,599.13 |
OVERVIEW OF OPERATIONS OF THE GROUP
The Company attributes its consistent growth in Assets Under Management (AUM) to its proven history of innovative product, unwavering reliability, and sustained investment performance delivered over the years. A brief overview of the Groups operations is set out herein below:
(Rs. in crore)
| Particulars | As on 31st March, 2026 | As on 31 st March, 2025 | % of change |
| UTI Mutual Fund (UTI MF) | |||
| Quarterly Average Assets Under Management (QAAUM) | 3,88,470 | 3,39,750 | 14.34 |
| QAAUM for Equity Schemes | 95,824 | 90,864 | 5.46 |
| QAAUM for Exchange Traded Funds (ETFs) and index funds | 1,76,673 | 1,41,492 | 24.86 |
| QAAUM for hybrid funds | 34,232 | 31,435 | 8.90 |
| QAAUM for the liquid funds (UTI Liquid Cash Plan and UTI Overnight Fund) | 43,653 | 39,936 | 9.31 |
| QAAUM of Debt Funds | 38,088 | 36,023 | 5.73 |
| Portfolio Management Services (PMS) division of UTI AMC | |||
| AUM | 15,31,938.85 | 13,78,388.66 | 11.14 |
| AUM of assets managed by Subsidiaries of UTI AMC | |||
| UTI International Limited (UTI International) | 16,467 | 25,383 | (35.12) |
| UTI Pension Fund Limited (UTI PFL) (formerly known as UTI Retirement Solutions Limited) | 4,01,520 | 3,59,180 | 11.79 |
| UTI Alternatives Private Limited (UTI APL) # ( formerly known as UTI Capital Private Limited) | 3,642 | 2,648 | 29.12 |
# UTI Alfernafives AUM includes AUM of Co-Portfolio
Management Services
SCHEMES LAUNCHED DURING THE FINANCIAL YEAR 2025-26
The Company recognises that every investors journey is distinct and shaped by personal goals, risk preferences, and investment horizons. UTI AMC, guided by this investor-centric philosophy, launched one domestic Fund of Fund, one equity diversified fund and one passive fund. Collectively, these 3 funds garnered ~ Rs. 1,078 crore during the launch period. The total AUM of these schemes has grown to ~ Rs. 1,951 crore as on 31 st March, 2026.
UTI Income Plus Arbitrage Active Fund of Fund was launched in April 2025 it blends fixed income and arbitrage strategies, aiming to deliver relatively stable returns across market cycles. With active allocation and a tax-efficient structure (< 65% debt), it aims to enhance post-tax returns while managing volatility. In May 2025, the Company launched UTI Multi Cap Fund that captures opportunities across Style, Sector, and Size within a disciplined framework to complete Companys suite of actively managed strategies. UTI Multi Cap Fund blends quality / growth with value (style), invests across both established and emerging sectors, and maintains a balanced allocation across large, mid, and small caps (size). This integrated approach reduces dependency on any single factor and aims to navigate market cycles in a more balanced manner.
Strengthening the portfolio of passively managed offerings, UTI AMC launched UTI Nifty500 Shariah Index Fund to enable investors to participate in long-term wealth creation through a diversified equity universe aligned with their values. By combining broad market exposure with faith-based screening, the fund bridges ethical investing with modern portfolio construction.
The list of the schemes launched during the FY 2025-26 are as under:
Name of Schemes
UTI Income Plus Arbitrage Active Fund of Fund
UTI Multi Cap Fund
UTI Nifty500 Shariah Index Fund
CHANGES IN FUNDAMENTAL ATTRIBUTES OF SCHEMES
A. Changes in Fundamental Attributes
During the FY 2025-26, the fundamental attributes of one scheme was changed. These changes were undertaken in compliance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, SEBI (Mutual Fund) Regulations, and in line with SEBI guidelines. The details are as follows:
Scheme Mergers - The following schemes were merged during the year:
• UTI Fixed Term Income Fund - Series XXXV-I (1260 days) into UTI Corporate Bond Fund.
• UTI Nifty SDL Plus AAA PSU Bond Apr 2026 75:25 Index Fund into UTI Floater Fund.
B. Changes in Benchmarks
In order to comply with SEBI guidelines on uniformity in benchmarks, there was change in first tier benchmarks for 1 Active fund of fund scheme and 1 Interval Scheme.
C. Benchmark Nomenclature Changes due to Demerger
NIL
SHARE CAPITAL
The authorised share capital of the Company is Rs. 2,00,00,00,000 (comprising of 20,00,00,000 equity shares of face value of Rs. 1 0 each) as on 31 st March, 2026 and there was no change during the FY 2025-26 therein.
As on 31 st March, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 1,28,52,00,360 (comprising of 12,85,20,036 equity shares of the face value of Rs. 10 each) as against Rs. 1,27,97,70,710 (comprising of 12,79,77,071 equity shares of the face value of Rs.10 each) at the end of the previous financial year. The increase in the paid- up equity share capital is on account of allotment of 5,42,965 equity shares to the eligible employees who had exercised the stock options during the FY 2025-26 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, 2026 was Rs. 1,28,52,00,360 (comprising of 12,85,20,036 equity shares of the face value of Rs. 10 each).
DIVIDEND
The Company has 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 available on the Companys website at https://www.utimf.com/ amcshareholders/code-and-policies .
The Board of Directors (the Board) of the Company has recommended a final dividend of Rs. 40 per equity share (400% of face value of Rs.10 each) for the FY 2025-26.
The payout ratio of the final dividend would be 95% of the Profit After Tax as compared to 94% of the previous years payout ratio.
The dividend shall be paid, subject to the approval of members in the 23 rd Annual General Meeting (AGM / 23 rd AGM) of the Company to be held on Tuesday, the 21 st July, 2026, 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 Tuesday, the 14 th July, 2026; and
(ii) whose name appears as members in the Companys register of members maintained by the Registrar to an issue and Share Transfer Agent of the Company on Tuesday, the 14 th July, 2026.
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 Wednesday, the 15 th July, 2026 to Tuesday, the 21 st July, 2026 (inclusive of both dates). This closure is intended to determine the eligibility of shareholders for the dividend, if declared, for the FY 2025- 26. No interim dividend has been announced by the Company during the FY 2025-26.
UNCLAIMED DIVIDEND
The details of the unclaimed dividend for the previous years are as under (Company listed on 12 th October, 2020):
| Sr. Final Dividend for FY No. | Amount (in Rs. ) |
| 1. 2019-20 | 5,34,262.09 |
| 2. 2020-21 | 4,65,933.00 |
| 3. 2021-22 | 4,59,308.06 |
| 4. 2022-23 | 4,92,896.00 |
| 5. 2023-24 | 19,65,215.69 |
| 6. 2024-25 | 16,19,333.38 |
| Total | 55,36,948.22 |
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 2025-26, 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 . The audited financial statements of each of its subsidiaries are available on Companys website at https://www.utimf.com/amcshareholders/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, 2026, 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) is a 100% subsidiary of UTI AMC. It 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.
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, UT Singapore acts as investment manager to UTI India Dynamic Equity Fund, UTI India Innovation Fund, UTI India Sovereign Bond UCITS ETF, UTI Phoenix Fund SPC, UTI India Strategic Opportunities Fund VCC, UTI India Strategic Opportunities Fund II VCC, UTI Chronos Fund SPC and South African Rand Money Market Fund. 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 Future Catalyst Fund Limited.
The consolidated total income of UTI International for FY 2025- 26 was GBP 19,31,981 as compared to GBP 1,57,42,896 for the previous FY 2024-25 and consolidated net loss for FY 2025-26 was GBP 1,1 8,96,636 as compared to consolidated net profit of GBP 14,07,262 in the previous FY 2024-25. As of 31 st March, 2026, UTI International had total 1 5 funds with total AUM of US$ 1.74 bn.
UTI Pension Fund Limited:
UTI Pension Fund Limited (UTI PFL) (formerly UTI Retirement Solutions Limited), a Wholly Owned Subsidiary (WOS) was incorporated 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) under the regulatory framework of PFRDA. Commencing operations from 1st April, 2008, UTI PFL manages the pension funds of Centra and State Government employees, as well as subscribers from the private sector enrolled under the NPS.
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, customer centric 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 2025-26 have been remarkable.
The AUM has continuously grown at a rapid pace since its inception. The UTI PFLs AUM has grown from Rs.895 Crore in its year of inception i.e. 2008-09 to Rs. 4,01,520 crore as on 31 st March, 2026. During the FY 2025-26, the UTI PFLs AUM has registered a growth of 1 1.79% from Rs. 3,59,180 crore as on 31st l March, 2025 to Rs.4,01,520 crore as on 31st March, 2026.
The AUM under Private Sector, for which marketing efforts were taken, grew from Rs.7,893 crore as on 31 st March, 2025 to Rs.1 1,499 crore as on 31 st March, 2026 - a growth of more than 46% (Previous Year 61.1 9%).
As on date, UTI PFL has 24.36% of the market share under NPS. UTI PFL has a highly qualified and professional fund management team to take care of the subscribers retirement funds. An equally strong in-house Research Department supports the fund management team in their decision-making process.
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 2025-26 are as under:
| Fund Performance Report Card for FY 2025-26 | ||||||
| Scheme | Last 1 Year | Last 3 Years | Last 5 Years | |||
| Return (%) | Peer Ranking | Return (%) | Peer Ranking | Return (%) | Peer Ranking | |
| Scheme Central Govt. | 1.38% | 1/3 | 7.60% | 1/3 | 6.73% | 2/3 |
| Scheme State Govt. | 1.36% | 1/3 | 7.61% | 1/3 | 6.74% | 2/3 |
| Scheme APY | 1.32% | 1/3 | 7.60% | 1/3 | 6.67% | 2/3 |
| Scheme E Tier 1 | -3.78% | 8/10 | 12.68% | 4/9 | 11.64% | 3/7 |
| Scheme C Tier 1 | 6.08% | 2/10 | 7.89% | 3/9 | 6.57% | 6/7 |
| Scheme G Tier 1 | 0.33% | 2/10 | 6.71% | 2/9 | 5.74% | 4/7 |
| Financial Performance: | FY 2025-26 | FY 2024-25 | Growth % |
| Investment Management Fees | 153.44 | 135.04 | 13.63% |
| Gross Profit (PBT) | 72.85 | 74.70 | -2.48% |
| Net Profit after Tax (PAT) | 54.66 | 56.75 | -3.68% |
| Net worth of the Company | 255.11 | 244.38 | 4.39% |
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 32 locations across India for servicing its subscribers and promoting sales.
Launched 4 new schemes under Multi Scheme Framework (MSF) based on circular issued by PFRDA on 16 th September, 2025 i.e. UTIPFL Wealth Builder NPS Equity Scheme - Tier 1 and Tier 2, and UTIPF Dynamic Asset Allocator NPS Scheme Tier 1 and Tier 2. The Company closed FY26 with 8,838 MSF accounts which contributed 71% of the overall yearly PRAN count.
UTI Alternatives Private Limited:
UTI Alternatives Private Limited (UTI APL) (formerly UTI Capital Private Limited), a Wholly Owned Subsidiary (WOS) was incorporated on 13 th May, 201 1, under the Companies Act, 1956. It is engaged in the business of managing alternate investment funds. Over the past 9 (nine) years, the platform has demonstrated a robust ability to originate, underwrite, and manage private credit strategies across various risk-return spectrums.
The total income of UTI APL was Rs.41.98 crore for the FY 2025-26 as compared to Rs.22.44 crore for the previous FY 2024-25. The net profit was recorded at Rs.5.35 crore for the FY 2025-26 as against Rs.0.89 crore for the previous FY 2024-25.
UTI APL has following funds:
(i) UTI Structured Debt Opportunities Fund III (SDOF III) closed its first round in September 2022 and concluded its final close by October 2024. The Fund has invested in 38 securities as of March 2026 and exited 1 3 of them. As of March 2026, it has invested Rs.9,441 million. The gross IRR currently stands at 1 7.6%. This Fund continues the strategy of the SDOF series, focusing on high-quality, structured credit with close monitoring and proprietary deal sourcing. The SDOF III is currently in its deployment phase, actively managing and recycling capital.
(ii) UTI Structured Debt Opportunities Fund IV (SDOF IV) had its first close in October 2025 and is currently in the fundraising stage. The Fund has received commitments of Rs.6,747 million and has invested in 10 securities with Rs.2,878 million deployed as of March 2026. The gross IRR currently stands at 1 7.0%. The Fund has a target size of Rs.1 5,000 million and follows the same disciplined investment approach as its predecessor funds, with a tenor of 4 years from final close.
(iii) UTI Multi Opportunity Fund I (MOF I) completed its first close in March 2022 and had its final close in December 2024. The Fund has been highly active, investing in 66 securities, of which 24 have been exited. It has invested Rs.1 4,364 million. The gross IRR of the fund stands at an impressive 21 .7% as of March 2026. MOF I represents a multi-asset investment approach, capturing high-yield opportunities in private credit and opportunistic equity. The thesis of this fund lies in leveraging UTI Alternatives broad origination network to pursue risk-adjusted alpha across a variety of deal structures and asset classes.
(iv) UTI Real Estate Opportunities Fund I (ROF I) had its first close in October 2023 and is currently in the fundraising stage targeting a final close by October 2026. The Fund has invested in 8 securities and completed 2 exits. It has invested Rs.905 million. The current gross IRR stands at 20.6% as of March 2026. The ROF I focuses on late-stage residential real estate credit, particularly where approvals are in place, sales velocity is demonstrated, and physical progress is visible. The thesis revolves around structured financing in credit-starved yet de-risked real estate segments, delivering superior returns with moderate risk.
(v) UTI Multi Opportunity Fund II (MOF II, formerly known as UTI Asset Reconstruction Opportunities Fund I) has completed its first close in August 2024 and is currently in the fundraising stage. The Fund has received commitments of Rs.3,300 million and has invested in 6 securities with Rs.1,060 million deployed as of March 2026. The fund aims to build a high-yield portfolio with gross portfolio IRR in the range of 20-24% by investing in special situations such as distressed credit, performing credit, and equity and equity-linked strategies. The investment thesis focuses on capturing high-absolute return opportunities through robust due diligence, credit risk management, and asset- backed structuring.
Across its platforms, UTI APL has completed total 58 full exits with realized IRRs ranging from mid-teens to above 20%, underscoring the consistency and performance orientation of the platform. The funds benefit from strong sponsor commitment, including capital participation by UTI AMC and performance-linked carried interest among team members, ensuring alignment of interest with investors. With proven origination capabilities, disciplined execution, and transparent investor communication, UTI APL continues to build itself as a high-quality platform for debt-oriented alternative investments in India.
UTI APL provides the co-investment opportunities to the investors already participating in any of its Alternative Investment Funds (AIFs). Through this platform, investors can take direct exposure alongside UTI-managed AIFs, allowing them to build a customized portfolio aligned with their specific investment objectives.
These co-investments are managed under the SEBI (Portfolio Managers) Regulations, 2020. UTI APL commenced offering the co-investment opportunities in March 2023. As of March 2026, Total 12 Investors are actively engaged, with a total Gross AUM of Rs.3,234 million, deployed across 31 securities. Of these, three companies have been successfully exited. The Net AUM (post principal repayments) stood at Rs.2,314 million as of 31 st March, 2026.
Further, UTI APL also obtained registration to act as a Registered Fund Management Entity (Non-Retail) from International Financial Services Centres Authority (IFSCA) to manage funds domiciled at International Financial Services Centre located at Gift City. UTI India Opportunities (IFSC) Fund and UTI India Opportunities (IFSC) Fund II are GIFT city feeder funds for MOF I and SDOF IV respectively.
As on 31 st March, 2026, UTI India Opportunities (IFSC) Fund and UTI India Opportunities (IFSC) Fund II have raised commitment of USD 200 Million and USD 4.35 Million respectively. The launching of other scheme i.e. UTI India Opportunities (IFSC) Fund III is underway. Further, the Company IFSC Branch has upgraded its license from Non-retail Fund Management Entity (FME) to Retail FME on 13th April, 2026.
UTI Hart Financial and Investment Services Limited:
UTI Hart Financial and Investment Services Limited (UTI Hart) (formerly UTI Venture Funds Management Company Private Limited), a Wholly Owned Subsidiary (WOS) was incorporated on 27 th March, 2001 under the Companies Act, 1956. The principal 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 Rs.0.06 crore for the FY 2025-26 as against Rs.0.06 crore in the previous FY 2024- 25. It clocked a net loss of Rs.0.06 crore for the FY 2025-26 as against net loss of Rs.0.06 crore for the previous FY 2024-25.
All subsidiaries continued to be the subsidiary of the Company during the FY 2025-26.
The Audited financial statements of subsidiaries as on 31 st March, 2026 are available on the Companys website at https://www.utimf.com/amc-shareholders/subsidiaries- fin ancials .
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, 2026, the Company has only 1 (one) material subsidiary i.e. 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 186 of the Act are disclosed under Note No. 6, 7 and 8 of the standalone financial statements for the FY 2025-26.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
During the FY 2025-26, 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 were conducted in the ordinary course of business and are at arms length.
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 2025-26. 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 134(3)(h) and Section 188 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not required.
However, a detailed disclosure on related party transactions as per Ind AS 24 inter-alia containing name of the related party along with 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, 2026.
In accordance with the provisions of Section 177 and Section 88 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 Annual General Meeting held on 28 th July, 2021 for a term of 5 years to hold the office from the conclusion of 1 8 th AGM till the conclusion of 23 rd AGM of the Company.
The tenure of Statutory Auditor expires at the ensuing AGM. As per the recommendation of the Audit Committee and the Board of Directors, M/s. B S R & Co. LLP Chartered Accountants, (Firm Registration No. 101248W/ W-l 00022) is proposed to be re-appointed for second term of 5 years as the Statutory Auditor of the Company, subject to approval of members at the ensuing AGM.
M/s. B S R & Co. LLP has confirmed its eligibility under Section 139 and 141 of the Act and the rules framed thereunder for appointment as Statutory Auditor of the Company. As required under the SEBI Listing Regulations, the Statutory Auditor has also confirmed that it holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Report provided by the Statutory Auditor on the financial statements of the Company forms part of this Annual Report.
The Statutory Auditors Report to the members for the FY 2025-26 does not contain any qualification, reservation, adverse remark, disclaimer, modified opinion or observation of any nature. 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 from management as mandated under Section 1 34(f)(i) of the Act.
Secretarial Auditor
In terms of Regulation 24A of the SEBI Listing Regulations read with SEBI notification dated 12 th December, 2024 and other applicable provisions, Mr. Vishal N. Manseta, peer reviewed Company Secretary in Practice (FCS No. 14075, Certificate of Practice No. 8981 and Peer Review Certificate No. 1 584/2021) was appointed as the Secretarial Auditor of the Company, for a period of 5 (five) consecutive years, from the conclusion of 22 nd (twenty second) AGM till the conclusion of 27 th (twenty seventh) AGM of the Company.
The Secretarial Audit Report for the FY 2025-26 of the Company is set out as Annexure-I to this Directors Report which forms part of the Annual Report.
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance Report for the financial year ended 31 st March, 2026, in relation to compliance of all applicable SEBI Regulations / Circulars / Guidelines issued thereunder, is set out as Annexure-I (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 governance practice followed by the Company.
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 from management as mandated under Section 1 34(f)(ii) of the Act.
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 Auditor or Secretarial Auditor pursuant to Section 1 43(1 2) of the Act.
COST AUDITORS
Since the Company operates in the financial services sector, the requirement to maintain cost records as prescribed 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 Mutual Fund is M/s. S.R. Batliboi & Co. LI_P 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.
SECRETARIAL STANDARDS
The Company has duly complied with all applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) during the FY 2025-26.
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 1 33 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 2025-26.
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, 2026, 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 report on Internal Financial Control for the FY 2025-26 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 an Enterprise Resource Planning (ERP) platform, for maintaining its financial records. A significant portion of 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 and automated protocols for updating master data, maintaining audit trails and managing other key financial information within the system.
As part of its commitment to Environmental, Social and Governance (ESG) principles, the Company has adopted a paperless approval workflow.
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 review the financial performance of the Company on quarterly basis.
UMAN RESOURCES
People & Culture: Strategic human resources (HR) initiatives and commitment for excellence for the FY 2025-26
The Company acknowledges that its people are central to its success. The Company believes that cultivating talent and strengthening individual capabilities are essential to achieving operational excellence and ensuring long-term sustainability. The Companys focus is on creating a workplace that recognizes individual contributions and provides meaningful opportunities for both professional and personal development.
In the course of their duties, employees interact with a wide range of stakeholders, including clients, colleagues, distributors, and investors, and are expected to conduct themselves always with respect, professionalism, and integrity. Adherence to the Companys policies, Code of Conduct, and Ethical standards is of utmost importance, and any non-compliance is addressed through a structured and impartial process.
The Company is committed to fostering a culture grounded in strong ethical values, transparency, and accountability. The employer- employee relationship remains constructive, collaborative, and focused on continued growth and progress.
Strengthening a Culture of Dialogue and Appreciation
Enhanced emphasis on open communication, transparent leadership connect forums, and meaningful recognition practices to reinforce trust, engagement, and a strong performance mindset across the organisation.
Future-Focused Talent Acquision
The Company has adopted a more strategic and data-driven hiring approach across lateral and early-career talent pipelines to attract critical skills, support business growth priorities, and further strengthen the Companys employer brand.
Inclusive and Standardised Hiring Excellence
The Company has continued to evolve structured recruitment frameworks with a stronger focus on inclusive hiring practices, fair evaluation processes, and workplace diversity to build balanced and high-performing teams.
Outcome-Oriented Performance and Capability Development
The Company has advanced the performance management framework by reinforcing differentiated rewards, strengthening the Pay for Performance philosophy, and scaling targeted upskilling and reskilling initiatives to support evolving role requirements.
Integrated Well-being and Employee Experience
Expanded holistic well-being initiatives, addressing physical, mental, and emotional health, supported by continuous listening mechanisms such as pulse surveys, development conversations, engagement diagnostics.
A Multi-generational workforce driving agility and legacy
At UTI AMC, its workforce represents a healthy balance of experience and fresh thinking, bringing together the insights of seasoned professionals and the energy of emerging talent. This multigenerational composition continues to play a vital role in preserving the Companys agility while remaining deeply anchored in its rich legacy of over six decades.
Through these initiatives, UTI AMC remains steadfast in its endeavour to build a progressive, engaged, and future-ready workforce aligned with Companys strategic vision and values.
The Company strongly believes that sustained success in an increasingly dynamic financial services environment is closely linked to Companys ongoing investment in people. Developing a resilient, future-ready workforce remains a cornerstone of the Companys overall people strategy.
During FY 2025-26, the Company on boarded 258 new employees across various business and support functions to meet evolving organizational needs. This addition of talent further underscores the Companys commitment to building a diverse, capable, and forward-looking workforce.
Companys 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 |
| Gen X | 408 | 33% |
| Gen Y | 450 | 36% |
| Gen Z | 390 | 31% |
| Grand Total* | 1,248 | 100% |
Does not include 2 advisors
Cultural Ethos at UTI AMC
At UTI AMC, the organizational culture is deeply rooted in values that promote integrity, meritocracy, and mutual respect. The following principles define the foundation of Companys cultural ethos:
| Commitment to a Safe and Inclusive Workplace | Merit-Driven Opportunities | Ethics and Compliance |
| The Company is committed to fostering a work environment that is safe, respectful, and inclusive, ensuring it is free from all forms of sexual harassment, bias, and discrimination. | The Company champions a performance-oriented culture where challenging assignments, career advancement, and recognition are determined solely by merit, capability, and individual contribution. | The Company maintains steadfast adherence to its policies, Code of Conduct, and the highest standards of professional ethics. These values guide the Companys actions and are integral to building and sustaining trust with all stakeholders. |
Learning and Development
In FY 2025-26, UTI AMC focused on enhancing employee capabilities and strengthening organizational growth through a structured and business-aligned learning approach. During the year, 45 learning programs were conducted, covering nearly 581.9 learning hours. Key initiatives included organization-wide compliance trainings, behavioural development programs, role-specific domain training sessions, leadership development initiatives, and structured induction journeys for new joiners. These programs were delivered through a blend of digital learning and interactive classroom sessions, reflecting the Companys commitment to building a future-ready, agile, and continuously learning workforce.
Key highlights for FY 2025-26
Function-Specific Capability Building
Customized learning programs were delivered across investment, sales, IT, operations, and digital functions to address role- specific capability requirements and enhance functional excellence.
Compliance & Governance
Mandatory training sessions covering POSH, Diversity, Equity & Inclusion (DE&I), Anti-Money Laundering (AML), Code of Ethics, Information Security, ESG, and the Whistleblower Policy were conducted to reinforce strong ethical practices and ensure regulatory compliance across the organization.
Digital & Cloud Ennoblement
Aligned with the Companys digital transformation agenda, employees were equipped with essential skills to effectively adopt and leverage cloud-based platforms and digital tools, driving operational efficiency and innovation.
New Hire Ennoblement
Structured onboarding programs, supported by mentoring and regular knowledge-sharing forums, facilitated smooth integration of new hires while ensuring alignment with organizational values, culture, and performance expectations,
Assessment-Driven Development
Regular assessments and feedback mechanisms were implemented to identify skill gaps and enable targeted learning interventions, contributing to improved performance and productivity.
Succession Planning for Critical Roles
Focused development initiatives and talent calibration exercises were undertaken to identify and prepare successors for leadership and other business-critical positions, ensuring continuity, leadership readiness, and long-term organizational strength.
Collectively, these learning and development initiatives continue to enhance employee engagement, build future readiness, one support sustained excellence across the UTI AMC ecosystem.
Conviction
At UTI AMC, conviction forms an integral part of people philosophy. UTI AMC strongly believes that every employee brings unique strengths, perspectives, and capabilities that contribute meaningfully to the Companys success. This belief drives the commitment to create an inclusive, empowering, and growth-focused work environment.
During FY2025-26, this conviction was reflected in well-articulated policies, focused initiatives, and people-centric programs aimed at supporting employee well-being, professional growth, and a sense of belonging. Through continuous learning opportunities, structured feedback mechanisms, and inclusive engagement practices, the Company remains committed to recognizing and unlocking the potential of its workforce.
Empowered Capabilities
Empowerment lies at the core of UTI AMCs approach to human capital development. In FY 2025-26, the Company reinforced its focus on strengthening workforce capability by providing employees with the skills, resources, and support required to thrive in an increasingly dynamic business landscape.
A range of initiatives including focused upskilling interventions, exposure to cross-functional roles, adoption of digital tools, and an embedded learning mindset enable employees to actively shape their own development journeys. This is complemented by structured talent support mechanisms such as periodic capability assessments, mentoring, and clearly defined career pathways.
By enabling individuals to perform with confidence and adaptability, UTI AMC strengthens collective resilience and organizationa agility, positioning itself to respond effectively to evolving business demands.
United Commitment
Throughout FY 2025-26, the Company continued to play a key role in strengthening the connection with employees by harmonizing individual career ambitions with the Companys strategic objectives. This was supported by nurturing a work environment built on mutual trust, responsibility, and a shared sense of direction.
Through sustained dialogue, systematic consideration of employee feedback, and reinforcement of collaborative and transparent practices, the Company contributed significantly to enhancing engagement across the workforce. This collective commitment has supported stronger retention levels, elevated employee morale, and fostered a highly motivated team dedicated to driving the Companys long-term success.
Fostering Collaborative Excellence
At UTI AMC, the relationship with employees continues to mature into a collaborative partnership anchored in trust, shared progress, and mutual respect. During FY 2025-26, the Company placed strong emphasis on shaping a work environment where employees feel acknowledged, empowered, and closely connected to the organizations purpose.
By implementing robust feedback mechanisms, focused mentoring interventions, and meaningful recognition platforms, the Company strengthened its focus on enhancing engagement and career growth. These initiatives have helped cultivate an environment that values appreciation, agility, and collective achievement, enabling the workforce to remain motivated, resilient, and prepared to meet future challenges.
Employee Overview and Statutory Disclosures
As on 31 st March, 2026, UTI AMC had a total headcount of 1,248 employees across various business functions and locations. The employee benefit expenses for the FY 2025-26 amounted to ?437.14 Crore, as against ?363.98 Crore for the FY 2024-25 on standalone basis.
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 136 of the Act, the Integrated Annual Report is being sent to members excluding aforementioned information. Such information will be made available, if specifically requested by the members. The request may be sent to cs@uti.co.in . In accordance with Section 1 36 of the Act, this exhibit is available for inspection by members through electronic mode during the 23 rd AGM.
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 Company 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, Anti-Bribery 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 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
The Company is firmly committed to maintaining a workplace that is safe, dignified, and inclusive for all employees, especially for women. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3, the Company has established a robust Prevention of Sexual Harassment (POSH) framework. POSH policy is designed to prevent and address instances of sexual harassment while also incorporating provisions to safeguard against frivolous or malicious complaints, thereby ensuring fairness and objectivity in its implementation.
In accordance with statutory requirements, Internal Committee (1C) has been constituted. The Committee is authorized to receive, examine, and resolve complaints through a transparent, confidential, and time-bound process, ensuring impartiality and adherence to due process at every stage.
Key highlights for FY 2025-26
No complaint of sexual harassment was received or remained pending during the year. Mandatory POSH training was conducted across the organisation, ensuring 100% employee participation. Awareness and sensitisation programs were held at regular intervals to reinforce the principles of dignity, respect, and zero tolerance for harassment. The details of complaint are as under:
| Sr. No. Particulars | Status |
| 1. Number of complaints of sexual harassment received in the year | Nil |
| 2. Number of complaints disposed off during the year | NA |
| 3. Number of cases pending for more than ninety days | Nil |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS
Composition of Board
As on 31 st March, 2026, the Board comprises of 9 (nine) Directors, consisting of 6 (six) Non-Executive Independent Directors [including 3 (three) Non-Executive Independent Women Directors], 2 (two) Non-Executive Nominee Directors and 1 (one) Executive Director (Managing Director). The Chairperson of the Company is a Non-Executive Independent Director.
Appointment & Resignation
The Board had appointed Mr. Atul Dhawan (DIN: 07373372), Ms. R V. Bharathi (DIN: 06519925), Ms. Vishakha RM (DIN: 07108012) and Mr. Philip Mathew (DIN: 09638394) as Additional Directors (Non-Executive Independent Category) of the Company w.e.f 30 th October, 2025. Further, the Board had appointed Ms. Linsley Carruth (DIN: 11347011) as an Additional Director (Non-Executive Nominee Category) of the Company w.e.f 30 th October, 2025.
Subsequently, the members, in the 9 th Extra-Ordinary General Meeting held on 25 th November, 2025 approved the appointment of Mr. Atul Dhawan (DIN: 07373372), Ms. P. V. Bharathi (DIN: 0651 9925), Ms. Vishakha RM (DIN: 071 0801 2) and Mr. Philip Mathew (DIN: 09638394) as Non-Executive Independent Director, not liable to retire by rotation and Ms. Linsley Carruth (DIN: 11347011) as Non-Executive Nominee Director, liable to retire by rotation.
The appointment of Mr. Vetri Subramaniam (DIN: 1 1 106784) as Managing Director & Chief Executive Officer of the Company w.e.f. 1 st February, 2026 was approved by the members at the 8 th Extra-Ordinary General Meeting held on 30 th September, 2025.
The Board of Directors has unanimously selected Mr. Deepak Kumar Chatterjee (DIN: 03379600), Non-Executive Independent Director as Chairperson w.e.f. 28 th November, 2025 in succession of Mr. Dinesh Kumar Mehrotra (DIN: 00142711).
Mr. Srivatsa Desikamani (DIN: 10193489) has resigned from the position of Non-Executive Nominee Director of the Company w.e.f. closure of business hours on 1 5 th September, 2025 due to end of his association with T. Rowe Price International Ltd.
Mr. Flemming Madsen (DIN: 02904543) has resigned from the position of Non-Executive Nominee Director of the Company w.e.f. closure of business hours on 31 st December, 2025 due to end of his association with T. Rowe Price International Ltd.
Mr. Imtaiyazur Rahman (DIN: 01818725) relinquished the position of Managing Director & Chief Executive Officer of the Company w.e.f. closure of business hours on 31 51 January, 2026.
Cessation
Mr. Dinesh Kumar Mehrotra (DIN: 00142711) and Mr. Narasimhan Seshadri (DIN: 03486485) completed theirtenure as Non-Executive Independent Director of the Company on 27 th November, 2025.
Retirement by Rotation
Pursuant to Section 152 of the Act, Mr. Santosh Kumar (DIN: 10166739) will retire by rotation and being eligible, offers himse If for re-appointment at the 23 rd AGM of the Company. A detailed profile and other related information along with necessary resolutions at the 23 rd AGM as required under Secretarial Standard (SS-2) on General Meetings and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the 23 rd AGM.
Disclosure of Disqualification of Directors
All the Directors of the Company have confirmed that they are not disqualified from being appointed or re-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 / re-appointed or continuing as a Director of the Company by the SEBI, the MCA, or any other statutory or regulatory authority, is annexed to the Corporate Governance Report, which forms part of this Annual Report.
Key Managerial Personnel
As on 31 st March, 2026, 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:
(i) Mr. Vetri Subramaniam, Managing Director & Chief Executive Officer;
(ii) Mr. Vinay Lakhotia, Chief Financial Officer; and
(iii) Mr. Arvind Patkar, Company Secretary & Compliance Officer.
During the FY 2025-26, Mr. Imtaiyazur Rahman (DIN: 01818725) relinquished the position of Managing Director & Chief Executive Officer of the Company w.e.f. closure of business hours on 31 st January, 2026.
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 150 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 the Companies (Appointment and Qualifications of Directors) Rules, 2014 relating to online proficiency self-assessment test.
As per Regulation 46 of the SEBI Listing Regulations, 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-policie s.
Further, at the time of the appointment of a 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/codeand- policies .
List of key Board skills / Expertise / Competencies is available in Corporate Governance Report which forms part of this Annual Report.
FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE INDEPENDENT DIRECTORS
The Company conducts familiarisation programmes to ensure that Directors remain well-acquainted with their roles, responsibilities, rights, and obligations under the Act and other applicable laws, while also offering them a deeper understanding of the industry landscape, the Companys business activities, and its financial and operational performance.
As per Regulation 46 of the SEBI Listing Regulations, the policy for familiarisation of Independent Directors and details of familiarisation programme are available on the Companys website at https://www.utimf.com/amcshareho ld ers/code-and- policies .
NUMBER OF BOARD MEETINGS
17 Board meetings were conducted during the FY 2025-26 on 29 th April, 2025; 6th May, 2025; 2 nd June, 2025; 10th June, 2025; 30 th June, 2025; 7 th July, 2025; 11th July, 2025; 24thJuly, 2025; 2 nd September, 2025; 3 rd September, 2025; 23 rd September, 2025; 9 th October, 2025; 18 th October, 2025; 25 th November, 2025; 21 st January, 2026; 27 th February, 2026 and 20 th March, 2026.
In addition to the above, one joint meeting of Board of UTI AMC and UTI Trustee Company Private Limited (Trustee of UTI Mutual Fund) was held on 29 th April, 2025, in compliance with the SEBI (Mutual Funds) Regulations.
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 2025-26 and the attendance of the Directors, are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
BOARD COMMITTEES
The following Board Committees have been constituted as per the requirement of the Act, the SEBI Listing Regulations, SEBI (Mutual Fund) Regulations and SEBI Guideline:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
Corporate Social Responsibility & ESG Committee
Unitholder Protection Committee
FINCON Governance Committee
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178 of the Act, the Company has put in place a Nomination & Remuneration Policy, which establishes a structured framework governing the nomination and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other employees.
The details of the remuneration paid to the Executive Director and sitting fees to Non-Executive Independent Directors are included in the Corporate Governance Report, which forms part of this Annual Report.
The criteria of making payments to Non-Executive Independent 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 http s://www.utimf.com/amc-shareholders/code-and-policies .
AUDIT & SYSTEMS
The Company upholds the belief that internal audit 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 mechanism, the Company maintains continuous vigilance over the adequacy and effectiveness of the internal control environment. This meticulous oversight extends across the Company ensuring compliance with operational systems, internal policies and regulatory requirements.
CORPORATE SOCIAL RESPONSIBILITY
In todays evolving business landscape, corporations are increasingly being evaluated not merely on the financial returns they generate for their shareholders, but also on the broader value they create — for society, communities, and the environment at large. UTI AMC has always recognised this wider responsibility and remains steadfast in its commitment to it. The Company accords the highest importance to its Corporate Social Responsibility (CSR) initiatives and is firmly committed to conducting its business in an economically, socially, and environmentally sustainable manner, while continuously recognising and safeguarding the interests of all its stakeholders.
The Company is committed to ensuring that its business operations are conducted in accordance with the most rigorous ethical, professional, and legal standards. It acknowledges that its activities have both direct and indirect impact on society and accordingly strives to integrate its core business values and operations in a transparent and responsible manner— reflecting its unwavering commitment to sustainable development and to meeting the legitimate expectations of all its stakeholders.
In compliance with the requirements of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), read with the circulars and notifications issued thereunder, the Company has in place a well-defined Corporate Social Responsibility Policy, which, inter-alia, lays down the roles and responsibilities of the Board of Directors with respect to CSR, and the manner of implementation, oversight, and monitoring of CSR activities undertaken by the Company.
The Company has a Board-level Corporate Social Responsibility & ESG Committee. The details of its composition, terms of reference, number of meetings held, and attendance thereat, have been disclosed in the Corporate Governance Report which forms 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 FY 2025-26, have been utilised for the purpose and in the manner as approved / modified by the Corporate Social Responsibility & ESG Committee and the Board of Directors.
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 2025-26 is annexed as Annexure II to this Directors Report.
RISK MANAGEMENT
The Company has a robust enterprise-wide risk management framework.
The Risk Management Committee and Board periodically review 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 Committee reviews the performance of funds against the relevant benchmark. The implementation of Risk Management Framework, in line with regulatory requirements has also been validated independently by an external agency for the FY 2025-26.
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 CYBERSECURITY
The Company recognises that in an increasingly digitised financial services landscape, the protection of investor data and the resilience of digital infrastructure are fundamental to fiduciary responsibility. During the FY 2025-26, the Company has made substantial progress in strengthening its cybersecurity posture, data protection framework, and operational resilience, as detailed below:
(i) Governance Maturity & Global Benchmarking
Companys security governance has been elevated to a maturity-centric model during the FY 2025-26, ensuring that the Companys defence framework is simultaneously aligned with global best practices and fully responsive to local regulatory expectations.
a) ISO 27001:2022 Certification: During the FY 2025-26, the Company successfully transitioned and got certified its Information Security Management System (ISMS) to the ISO 27001:2022 standard. The control environment has been comprehensively optimised across all four prescribed themes - Organisational, People, Physical, and Technological — positioning the Company to address the contemporary threat landscape with confidence.
b) Cybersecurity Capability Index Growth:
As part of the ongoing commitment to continuous improvement, a measurable enhancement in Companys Cybersecurity Capability Index (CCI), reflecting the effectiveness of the Board- approved governance investments made in strengthening the Companys cyber controls. The Company continues to strive for higher benchmarks in cybersecurity resilience, proactively identifying areas of enhancement and ensuring that the controls evolve in line with the ever-changing threat landscape.
c) Regulatory Leadership: The Company has fully integrated the SEBI Cybersecurity and Cyber Resilience Framework (CSCRF), thereby maintaining a proactive compliance posture well within the regulatory timelines.
(ii) Strategic Cloud Transformation & Infrastructure Security
During FY 2025-26, the Company successfully executed a secure digital transformation programme, migrating mission-critical business functions to hardened, cloud- native environments without any security incident or service disruption.
a) Secure Cloud Migration: In February 2026, the Company successfully migrated the entire Tableau application suite from legacy on-premises infrastructure to a secure Salesforce Cloud environment, thereby enhancing data availability, scalability, and the security posture of analytics workloads supporting business decision-making.
b) Zero-Trust Architecture: The enterprise-wide deployment of Zero Trust Network Access (ZTNA) and Virtual Desktop Infrastructure (VDI) has fully replaced traditional perimeter-based security with a robust never trust, always verify identity-centric architecture, significantly reducing the attack surface and enabling a secure hybrid working environment for employees.
c) Advanced Endpoint & Data Governance:
The Company has successfully integrated the EDR on both Endpoints & Servers and Cloud-Native DLP solutions into the new infrastructure. This unified defensive fabric provides seamless threat detection and prevents unauthorized data exfiltration across both on-premises and cloud-native workloads
(iii) Proven Operational Resilience & Ransomware Defence
The Company has placed strong emphasis on operational resilience, recognising that uninterrupted service delivery to investors is a non-negotiable obligation. The Companys Always-On philosophy has been rigorously validated through real-world testing during the FY 2025-26.
a) Live Disaster Recovery Validation: In March 2026, the Company executed a 48-hour live Disaster Recovery drill, achieving 100% fail-over capability across all critical systems and conclusively validating the resilience of the underlying infrastructure during a simulated total outage — a level of preparedness that few institutions in the industry have demonstrated at this scale.
b) Ransomware Resilience: Through the implementation of Immutable Back-ups, the Company has engineered a fail-safe data recovery layer that protects critical investor information against encryption-based attacks, thereby assuring the recoverability in worst-case ransomware scenarios.
c) Independent Threat Validation: Bi-annual Red-Teaming exercises conducted by external specialists provide the Company with continuous, adversarial assurance of the Companys detection and response capabilities, ensuring that defences are tested against real-world adversarial tactics.
d) Cyber Insurance: As part of a holistic resilience strategy, the Company maintains a comprehensive Cyber Liability Insurance policy. This acts as a final layer of financial protection, covering incident response costs, legal liabilities, and business interruption, thereby safeguarding the Company against residual cyber risks.
(iv) Human-Centric Security & Stakeholder Trust
The Company acknowledges that technology controls alone are insufficient and that the human firewall remains a critical line of defence. The Company has, therefore, invested significantly in cultivating an enterprise-wide culture of security awareness.
a) Empowered Security Culture: Continuous sensitisation initiatives including phishing simulations, automated red teaming, and real-time threat intelligence dissemination. These have measurably enhanced employee vigilance and embedded security as a shared organisational responsibility rather than the remit of the IT function alone.
b) Leadership Engagement & Strategic Readiness: Recognising that crisis management starts at the top, the Company conducted Executive Tabletop Exercises involving senior leadership. These simulations have refined Companys decisionmaking protocols and ensured a coordinated, high- velocity response capability to complex, multi-vector cyber scenarios.
c) Stakeholder Communication: The Company has institutionalised a practice of regular, transparent communication regarding cyber-safety. Through dedicated security advisories on the Companys digital portals and targeted email campaigns, the Company empowers its investors with the knowledge to identify and avoid emerging threats like vishing and social engineering.
(v) Audit and Continuous Compliance
The Company confirms that the integrity of the Companys cybersecurity and data protection frameworks is preserved through multi-layered, independent scrutiny throughout the year.
a) Independent Audits: The Company has completed all scheduled internal and external audits during the FY 2025-26, verifying full compliance with both ISO 27001:2022 and the SEBIs System Audit requirements, with no material findings reported.
b) Real-Time Monitoring and Zero Breaches:
The Risk and Compliance functions track regulatory submissions and system health on a real-time basis.
BOARD EVALUATION
Pursuant to Section 1 78 of the Act and Regulation 1 7 of the SEBI Listing Regulations, the Company has formulated a Policy for Evaluation of Performance of the Board of Directors. This Policy seeks to define the process and lay down the criteria for assessing the performance of the Board as a whole, its Committees, and each individual Director, with the broader objective of strengthening and enhancing the overall effectiveness of the Board. As per Regulation 46 of the SEBI Listing Regulations, the policy is available on the Companys website at htt p s://www.utimf.com/amcshareholders/code-and-policies .
The Company had engaged an external agency to assist in performance evaluation exercise of the Board, its Committees and Individual directors for the FY 2025-26. The performance evaluation was conducted in line with the provisions of the Evaluation Policy, the Act, the SEBI Listing Regulations and Guidance Note on Board Evaluation dated 5 th January, 201 7 issued by SEBI.
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 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.
Further, as authorised by the shareholders in its Annual General Meeting held on 28 th July, 2021 and in line with the extant regulations i.e. the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and UTI AMC Employee Stock Option Scheme - 2007 (ESOP Scheme), the Board has, in its meeting held on 25 th November, 2025 approved the updation in the following clause in the ESOP Scheme:
| Provision | Existing Clause | Updated Clause |
| Vesting of Options on Retirement | In the event of retirement or an early retirement of an Employee specifically approved by the Company, options granted to such Employee which have not yet vested shall immediately vest on the date of such Employees retirement. In case an Employee suffers a permanent capacity while in employment, all unvested options as on the date of his / her permanent incapacitation shall vest in him / her on that date. | In the event of retirement or an early retirement of an Employee specifically approved by the Company, options granted to such Employee which have not yet vested shall continue to vest in accordance with the respective vesting schedules even after retirement or superannuation. |
| Upon vesting of the options granted, the Employee shall be entitled to exercise the options during the Exercise Period in terms of and subject to the conditions of the ESOP Scheme. | Upon vesting of the options granted, the Employee shall be entitled to exercise the options during the Exercise Period in terms of and subject to the conditions of the ESOP Scheme. |
The details of ESOP Scheme are as under:
| Particulars | Total |
| No. of Options granted | 94,52,350 |
| No. of Options vested (excluding options that have been exercised) | 21,85,629 |
| No. of Options exercised | 30,56,219 |
| Total number of equity shares that would arise as a result of full exercise of options granted net of cancelled / forfeited / lapsed options | 51,43,287 |
| No. of Options forfeited / lapsed / cancelled | 43,09,063 |
| Money realised by exercise of options (in Rs.) | 1,56,92,85,686 |
| Total number of options in force | 20,87,068 |
| Variation in terms of options | - |
| The Exercise Price (in Rs. per share) | 16 th December 201 9: Rs.728.00 |
| 28 th July, 2021: Rs.923.20 | |
| 17 th January, 2022: Rs.1,079.45 | |
| 13 th September, 2022: Rs.81 6.05 | |
| 25 th November, 2025: Rs.1,1 45.20 |
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 During the FY 2022-23 | Face Value ( Rs. ) | Exercise Price ( Rs. ) |
| 1. 13 th September, 2022 | 10,17,243 | 10/- | 816.05 |
| During the FY 2023-24 | |||
| 2. | NIL | ||
| Sr. No. Date of grant | No. of options granted | Face Value (?) | Exercise Price (Rs.) |
| During the FY 2024-25 | |||
| 3. | NIL | ||
| During the FY 2025-26 | |||
| 4. 25 th November, 2025 | 5,48,522 | 10/- | 1,145.20 |
The details of stock options granted to KMPs as on 31 st March, 2026 under the ESOP Scheme are as under:
| Sr. No. Particulars | Designation | Total options granted |
| 1. Mr. Imtaiyazur Rahman | Managing Director & Chief Executive Officer (till 31 st January, 2026) | 6,65,393 |
| 2. Mr. Vetri Murugan Subramaniam | Managing Director & Chief Executive Officer (w.e.f 1 st February, 2026) | 4,25,318 |
| 3. Mr. Vinay Lakhotia | Chief Financial Officer | 72,790 |
| 4. Mr. Arvind Patkar | Company Secretary & Compliance Officer | 10,574 |
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. No. Name of the Employee | Options granted in FY 2019-20 | Options granted in FY 2021-22 | Options granted in FY 2022-23 | Options granted in FY 2025-26 |
| 1 . Mr. Imtaiyazur Rahman | 1,75,000 | 2,30,000 | 2,60,393 | - |
| 2. Mr. Vetri Murugan Subramaniam | - | 1,43,855 | 1,23,040 | 95,535 |
| 3. Mr. Peshotan Dastoor | - | - | - | 39,258 |
| 4. Mr. Ajay Tyagi | - | - | - | 29,881 |
The Company has not granted stock options to employees under the ESOP Scheme 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.
The Company had obtained in-principle approval from stock exchanges for listing of equity shares for grants under the ESOP Scheme. The following equity shares were issued and listed during the previous financial years:
| Financial Year | Number of equity shares |
| 2025-26 | 5,42,965 |
| 2024-25 | 7,20,897 |
| 2023-24 | 2,72,479* |
| 2022-23 | 34,654 |
| 2021-22 | 1,61,787 |
| Total | 17,32,782 |
*1,864 equity shares of the face value of Rs.1 0 each allotted under ESOP Scheme on 28t h March, 2024 were listed and admitted for trading on stock exchanges with effect from 1st 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). As per Regulation 46 of the SEBI Listing Regulations, the disclosures as required under the aforesaid regulations can be accessed on the Companys website at https://www.utimf.com/amc-hareholders/annua l- reports .
The certificate, as required under Regulation 13 of the SEBI SBEB & SE Regulations, from a 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 23 rd AGM of the Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Although the Companys core business of fund management is neither energy-intensive in nature nor significantly reliant on advanced technology, it nevertheless remains deeply committed to the conservation of energy. The Company has proactively implemented energy-saving measures wherever feasible, depicting its dedication to responsible and sustainable business practices.
Recognising the significance of energy efficiency and conservation as key sustainability imperatives, the Company has highlighted its initiatives in this regard within its Business Responsibility and Sustainability Report, which forms part of this Annual Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of foreign exchange earnings and outgo are mentioned below:
Rs. in crore)
| Particulars | FY 2025-26 | FY 2024-25 |
| Foreign Exchange Earnings | 12.16 | 14.68 |
| Foreign Exchange Outgo | 20.70 | 15.93 |
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 2025-26 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 Report of the Company for FY 2025-26 forms part of this Annual Report, in compliance with the requirements of 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, led by a highly capable Board comprising members with expertise across varied disciplines, and supported by a competent and experienced management team. The Company remains firmly committed to conducting its operations within a sound, robust, and compliance-driven governance framework.
In compliance with 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 is attached to the Corporate Governance Report which forms part of this Annual Report.
The Company has adopted the following practices, as part of its commitment to responsible Corporate Governance:
Alignment of Secretarial Practices of Subsidiary Companies with UTI AMC: Ensuring uniformity, consistency, and strict compliance in secretarial procedures and processes across all subsidiary companies, in alignment with the standards followed by UTI AMC.
Overview of Risk Management of Subsidiary Companies: Implementing proactive and robust strategies to identify, assess, and mitigate risks within the operations of subsidiary companies, as well as at an overall Group level, thereby ensuring resilience and stability across the Group.
Stakeholder Engagement: Fostering transparent, timely, and meaningful communication with all stakeholders, with a view to building enduring relationships based on trust, accountability, and mutual respect.
Investor Grievances Mechanism: Establishing and maintaining a responsive and efficient mechanism to promptly address and effectively resolve investor concerns, grievances, and queries, ensuring a seamless and satisfactory experience for all investors.
Adoption of Best Corporate Policies at Group Level: Promoting the consistent identification, adoption, and implementation of best-in-class governance policies and practices across the Group, thereby upholding the highest standards of corporate conduct at all levels.
ESG INITIATIVES AND PROGRESS OF THE COMPANY
At UTI AMC, the integration of Environmental, Social, and Governance (ESG) principles into business operations is a strategic imperative — not a compliance obligation. As a trusted asset management institution with a legacy spanning more than six decades, the Company recognises that the same principles of governance, accountability, and sustainable conduct that it advocates in its investee companies (through UTI MF schemes) must be equally reflected in how it manages its own operations and discharges its institutional responsibilities.
As stakeholder expectations rise and environmental and social risks intensify, Companys proactive integration of ESG principles positions the Company to deliver resilient performance, foster inclusive growth, and uphold sound governance. Over the past year, the Company has continued to advance its ESG journey by embedding it deeper into Companys business strategy and operational framework, aligning with emerging regulatory expectations, global standards, and the evolving priorities of Companys stakeholders.
Since FY 2021-22, the Company has reported ESG progress through Annual Sustainability Report and, in compliance with SEBI Regulations, through the Business Responsibility and Sustainability Report (BRSR), aligned with the National Guidelines for Responsible Business Conduct (NGRBC). In FY 2023-24, the Company improved its ESG disclosures by conducting a Double Materiality Assessment across the UTI Group. Building on this, an ESG Risk Analysis spanning 1 2 departments and 35 material risks was completed in FY 2025-26, with findings integrated into the Companys business risk register and mitigation plans established for each identified risk.
Responsible Investment Policy:
UTI AMC has adopted a Responsible Investment Policy (For UTI MF Schemes), which serves as the strategic framework for systematically incorporating material ESG factors across the investment lifecycle — from initial screening and due diligence through ongoing monitoring and active stewardship engagement with investee companies.
As a committed signatory to the United Nations Principles for Responsible Investment (UN PRI) since 2020, and to Climate Action 100+ since November 2023, the Company aligns its investment practices with globally recognised standards of transparency, accountability, and responsible stewardship. The Companys due diligence has been strengthened through a partnership with SES ESG for independent ESG scores and thematic research for domestic portfolios, complemented by Sustainalytics for offshore investments. The Companys ESG integration framework encompasses detailed evaluation of climate-related and social risks, including carbon intensity, water availability, hazardous waste management, biodiversity loss, access to clean technology, workplace safety, diversity metrics, and financial inclusion.
Environmental Responsibility
(i) Environmental stewardship is guided by the Companys Climate Action Policy, aligned with Indias Nationally Determined Contributions and the Paris Agreements goal of limiting global temperature rise to 1.5 ° C above preindustrial levels.
(ii) Since 2022, the corporate headquarters (UTI Tower) and one UFC have been operating on 1 00% renewable energy, further expanding to 12 additional UFCs/branch offices/sites in FY 2025-26, bringing total renewable energy consumption to 45% of overall energy consumption.
(iii) Energy efficiency measures — including LED retrofits, power factor correction, and HVAC optimisations.
(iv) Responsible material sourcing through procurement of furniture and furnishings under recognised green certification standards including AFRDI Green Tick and LEED.
(v) Advanced water and waste management, including Sewage Treatment Plant (STP) reuse, composting, recycling, and responsible e-waste disposal through government-authorised vendors.
(vi) Continued digitalisation of processes to reduce paper consumption, and provision of EV charging stations at the corporate office.
Social
(i) Built a purpose-driven, inclusive workforce through comprehensive training programmes in leadership, finance, sustainability and Diversity, Equity & Inclusion (DEI)
(ii) Conducted unconscious bias training and inclusive behaviour workshops.
(iii) Expanded investor education through 1,593 financial awareness programmes, including events focused specifically on women investors across six cities, engaging more than 3,000 participants.
(iv) Delivered measurable social value through CSR initiatives in education, healthcare, and rural development, spending Rs.11.00 crore and positively impacting 6,808 beneficiaries across India in FY 2025-26.
(v) UTI Cares, the Companys employee volunteering programme, continued to grow in FY 2025-26 — volunteer signups increased and active volunteers grew, fostering a culture of purpose and community engagement.
Governance
(i) Governance is a core pillar driving long-term value creation for all stakeholders, anchored in the Companys commitment to integrity, transparency, and accountability.
(ii) Oversight of ESG initiatives is provided by the Corporate Social Responsibility & ESG Committee of the Board, constituted in its current form w.e.f. 16 th December, 2024 through the merger of the erstwhile ESG Committee with the Corporate Social Responsibility Committee.
(iii) A formal Stewardship Code and Proxy Voting Policy (For UTI MF Schemes) provide the framework through which the Company advocates for sound governance and sustainability practices in its investee companies.
(iv) A Double Materiality Assessment conducted in FY 2023-24, followed by an ESG Risk Analysis in FY 2025-26 spanning 12 departments and 35 identified risks, has been integrated into the Companys business risk register to embed sustainability into strategic planning and enterprise risk management.
(V) The corporate governance framework promotes ethical decision-making, fair disclosures, and stakeholder engagement, anchored in the 3C philosophy — Conviction, Capabilities, and Commitment.
(vi) Ethical protocols — including the Code of Conduct, Whistleblower Policy, Anti-Money Laundering, POSH, Cyber Security, ESG, and DEI frameworks — are embedded in mandatory employee training programmes. In FY 2025-26, 89% training completion was recorded across all employees v/athe UTI Pragati platform.
B USINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, the BRSRfor FY 2025-26 forms part of this Annual Report. The Company also publishes an annual Sustainability Report with reference to the GRI Standards, providing a comprehensive account of its performance on key ESG parameters across its operations.
As per Regulation 46 of the SEBI Listing Regulations, the BRSR is available on the Companys website at https://www.utimf.com/amc- shareholders/annual -repor ts.
The Sustainability Reports is also available on the Companys website at https://www.utimf.com/amc-shareholders/code-andpolicies .
POSTAL BALLOT
No resolution was passed through Postal Ballot during FY 2025- 26. Further, no resolution is proposed to be passed as special resolution through Postal Ballot as on the date of this 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 https://www.utimf.com/amc-shareholders/ disci osures-under-regulation-46-ofthe-lodr .
The Company had conducted a quarterly due diligence of compliance of the website disclosures from a Practicing Company Secretary on voluntary basis, and the same is presented to the Board.
DIGITAL INITIATIVES:
UTI AMC - A Year of Digital First Initiatives
In FY 2025-26, UTI AMC undertook bold innovation, digital transformation, and investor-centric initiatives with aim to drive superior customer experience and increasing Digital Business.
(vi) Joint Business Partnership with Google for precision led targeting of MF investors- Targeting 15 Cr. non-MF Investors and 5 Cr. non-UTI Investors.
(vii) Launched UTI Wealth 360 ° - Early adopters of Account Aggregator Ecosystem on Website & Mobile App for one view of Account, MF, Stocks, NPS, Insurance etc.
(viii) Became second most followed AMC in India on social media- grown from 6.4 lakh to 29 lakh followers as of March 2026
(ix) Implemented enterprise-wide data strategy - for Sales, KPIs, insights and Analytics- 95% Adoption achieved
(x) Trademarked and launched SIPizen as a property to promote SIP investing across mediums.
INFORMATION TECHNOLOGY INITIATIVES
Resilient Hybrid cloud Architecture
UTI AMCs technology landscape is now more agile, scalable, and equipped to handle evolving business demands. With the hybrid cloud in place, the Company can seamlessly integrate workloads, optimize resources, and maintain enhanced security standards—all while ensuring flexibility for future growth.
Furthermore, the Companys new platform delivers enhanced security and compliance by enabling unified monitoring and automated threat detection, helping the Company safeguard sensitive data more effectively. The improved disaster recovery and high availability features ensure business continuity.
Digital Initiatives of the Company gone live:
(i) Implemented Salesforce Marketing Automation (first AMC in India) for segmented and Targeted communication to Investors & MFDs and for boosting personalization
(ii) Agentic Al-powered Contact Centre - VAANI for inbound calls (first AMC in India). Automated 59% of calls with Average Handle Time (AHT) of 3.5 minutes (earlier 7 minutes)
(iii) In-app WhatsApp payments via CAMS Pay (first AMC in India)- Investors can transact, enquire, service, and live chat via WhatsApp.
(iv) Google Pmax led campaigns on Google and non-Google properties (first AMC to publish a case study with Google for Pmax)- 234% revenue increase, 33% transaction increase and 31% decrease in Cost Per Transaction (CPT)
(v) Established UTI AMC presence on ONDC as a new business channel and scale business and - onboarded more than 20 partners
In addition, the hybrid clouds cost optimization capabilities allow the Company to dynamically allocate resources, reducing waste and enabling more efficient budget management. The Company can now innovate faster, with self-service provisioning and rapid deployment of applications, reducing time-to-market for new solutions.
Elevating Information Security to a new standard of excellence:
a) Enhanced Threat Detection: Ability to detect sophisticated and multi-stage cyberattacks that traditiona tools may miss.
b) Faster Response Time: Significant reduction in Mean Time to Detect (MTTD) and Mean Time to Respond (MTTR) through automation.
c) Improved Risk Visibility: Risk-based prioritization of incidents using behavioral analytics, enabling focus on high-impact threats.
d) Operational Efficiency: Reduction in manual effort for the IT / Security teams, improving productivity and consistency in response.
e) Regulatory Compliance: Strengthened audit readiness and alignment with regulatory expectations (including financial sector guidelines).
Expected Outcome
This enhanced Information security architecture will transition UTI AMCs security operations into more resilient, intelligence- driven model, enabling real-time risk monitoring and faster containment of threats.
Optimized technology resource utilization
While the Company gives precedence to technology excellence framework and solutions, the Company also keeps cost optimization as a key attribute:
(i) 12-month duration Hybrid Cloud project controlled and orchestrated by in-house team.
(ii) Strategic decision to adopt Tableau cloud - Initial deployment of Tableau was in Amazon Web Service (AWS). Post assessment of cost of the servers and resources, taken decision to move to Tableau cloud solution, which saved recurring cost.
(iii) Network optimization - Assessment of network usage across branches and corporate office, accordingly, performed usage optimization saved recurring cost.
M ARKETING INITIATIVES
Investor Education Campaigns
Women Campaign
UTI launched Women Campaign to encourage and empower women to take charge of their own investments & financial decisions by gaining the right knowledge. A total of 3 films were produced showcasing women across different professions. The films core thought is to remind women that they are experts in their profession and investing is no different. The film was aired on television for a duration of 1 month across 1 5 channels with a reach of 6 million. A total of 29 insertions were executed in 8 regional languages with a reach of 1 3.36 million. The campaign was extended across 6 Metro cities on Outdoor medium covering around 72 sites with a reach of 1 1 .84 million. On-ground activation also took place in 6 Metro cities covering 2 Corporate Parks per city for 2 days. The campaign was continued to be promoted on social media channels. On-ground activation was also conducted across 6 metro cities in corporate parks for 2 days witnessing a good response and footfall.
SIPizen Campaign
An Investor Education campaign aimed at building a strong, long-term property for Systematic Investment Plan (SIP) that can be used for onboarding new SIP investors into Mutual Funds. The thought behind the campaign was to have engaging content for both prospective and existing investors, highlighting various habits of SIP investors and allaying their fears on volatility. A total of 5 Films i.e. Manifesto film + 4 Short films were produced. The campaign was launched in 2 Phases.
CNBC Awaaz UDAAN Campaign
A flagship education and investor awareness initiative in partnership with CNBC Awaaz. It was a pan-India program to empower students for life and investments after college. In a first-of-its-kind initiative, UDAAN aimed to create impact at the grassroots level by educating the youth about the importance of financial planning and preparing them for real-life challenges. UDAAN was held at a mix of metro and non-metro cities having list of premier colleges like IIMs, IITs, FMS etc. Spanning across 1 0 cities, 1 8 colleges - a total of 3256 students attended the sessions. Each event had 3 segments - corporate grooming, financial awareness and mental wellness. A live telecast of the events was done on CNBC YouTube channel. Post event, each event made into 22 minutes episode and played on CNBC Awaaz. Financial awareness session also converted into 3 minutes segment and played on CNBC Awaaz. A total of 1 8 episodes and 1 8 segments telecast on Television channel alongwith Social media promotions.
SEBI MITRA & KYC Campaign
A significant number of investors in mutual funds have dormant or unclaimed investments due to various reasons such as outdated contact information, incomplete KYC, forgotten folios, or lack of awareness about the status of their investments, to address this problem, UTI Mutual Fund initiated an investor education campaign to create awareness of available tools like KYC (Know Your Customer) & SEBI Mitra Portal to trace and claim forgotten mutual fund investments. Following was the construct of this campaign:
(i) Print Media: Two rounds of print advertisements in leading national and regional publications - 32 publications, Ads in 12 Languages, 102 Inserts.
(ii) Digital Media: Two digital videos creating awareness about MITRA Platform & KYC to trace and track dormant investments on social media.
(iii) On-ground Activation: 10 on-ground events at housing societies with an aim to reach target audience at their doorsteps.
Product Communication
In FY 2025-26, the Company created the following Product related campaigns & communication:
(i) 18 Product Campaigns (Main Creative, emailer, Social Media Posts)
(ii) UTI Large and Mid Cap Fund Performance and Philosophy based campaign
(iii) INFO with Co-branding support
(iv) UTI Smart Beta Funds Website and content (Main Creative, emailer, Social Media Posts)
(v) Long explainer videos & short marketing videos for 10 key funds in 11 vernaculars
Brand
(i) Union Budget 2025-26 campaign (Social media posts, Budget document and mailers) more than 20 moment marketing posts.
(ii) Participated in Moneycontrol Fidex — a distributor platform. Engaged with distributors on the Companys stall. Conducted a photo booth activity and digital screen for UTI buddy live demo. Few distributors also empanelled on the spot.
(iii) Participated in India Today conclave - One of most premier events in the country. Negotiated with deliverables like speaker slot and event branding. The Company created Special diaries and bookmarks for the event. Ensured on-ground visibility for logo presence, Audio Visual Backdrop, delegate kit. Post event coverage in India Today magazine for session of Mr. Anurag Mittal, Head of Fixed Income. The session received 23k views online on India Today YouTube channel.
HerMoney - Regional Webinar Series
(i) Conceptualised and launched a multi-region investor education initiative focused on women-centric financial empowerment, covering 8 regional webinar series across key markets.
(ii) Positioned UTI Mutual Fund as a thought leader in inclusive investing, fostering meaningful engagement with women investors through regionally contextualised discussions. The initiative reinforced brand credibility while advancing the agenda of financial inclusion and awareness among an underserved segment.
Inside the Fund Manager Mindset
(i) Conceptualised and launched a distinctive content property aimed at humanising UTI MFs investment leadership through caricature-led storytelling.
(ii) Translated complex investment philosophies into simple, relatable, and byte-sized narratives, significantly improving digital engagement and content consumption across social media platforms. This initiative strengthened investor connect and differentiated UTI MFs communication approach in a cluttered category.
Media-led On-Ground Investor Awareness Programs (lAPs) - Dainik Bhaskar Partnership
(i) Executed a large-scale, media-integrated investor education initiative in partnership with Dainik Bhaskar, spanning 22 on-ground events across key regions.
(ii) Achieved a direct outreach to over 3,200 participants, successfully driving 101 e-KYC completions, thereby converting awareness into actionable investor readiness. The initiative effectively bridged the gap between education and onboarding, strengthening UTI MFs grassroots presence and contributing to expanding the mutual fund investor base in emerging markets.
YOUnited 2025 (5 Partners Meet Events)
The YOUnited - Partner Meets 2025 initiative emerged as one of the most significant and large-scale marketing engagements undertaken by UTI AMC, successfully bringing together over 2,000 distributors and business partners across regional, zonal, and national platforms. The events were hosted at venues in Karjat (West), Jaipur (North), Kolkata (East), Bengaluru (South) and culminated in a grand National Partner Meet in Mumbai, reflecting the scale and stature of the initiative. With participation ranging from —150 partners at regional meets to —500 at the zonal conference and —800 at the national meet, the program delivered a powerful platform for strategic communication, relationship building, and brand reinforcement. The thoughtfully curated agenda, high-impact presentations, engaging panel discussions, and immersive experiences, such as the UTI Tower visit, created a lasting impression on partners. The events were widely appreciated for their seamless execution, and meaningful interactions, with partners. Overall, the initiative, not only strengthened engagement across the partner ecosystem, but also significantly enhanced UTI Mutual Funds brand recall, positioning it firmly as a top-of-mind and preferred partner in the industry.
India Immersion Summit (November 2025)
India Immersion Summit was held from 17 th to 19 th November, 2025 for the guests of UTI International.
The conference featured a series of insightful and knowledge- driven sessions designed to provide delegates with valuable perspectives on industry trends and business strategies. These sessions facilitated meaningful discussions, encouraged knowledge sharing, and created opportunities for delegates to engage with leadership and subject matter experts.
To enhance the overall experience and make the event more meaningful for the delegates, a visit to the Corporate Office was thoughtfully organized. During the visit, delegates attended a series of insightful sessions conducted by members of the Fund Management team, along with an address by the CEO of UTI Alternatives, who shared valuable perspectives on the organizations strategic direction and investment outlook. The visit also included a guided office tour, providing delegates to a comprehensive understanding of the Companys operations, culture, and the collaborative environment that drives Companys success.
The summit created a strong and lasting impression among international partners, reinforcing trust, enhancing credibility, and positioning UTI AMC as a forward-looking, professionally driven, and globally competitive asset management institution, thereby significantly elevating brand perception and recal among its international stakeholders.
Xcelerate Sales Meet 2026
UTI Sales Meet 2026 was a 3-day flagship annual gathering that brought together teams from across regions to align on business priorities, celebrate achievements, and strengthen collaboration for the year ahead. The event featured leadership addresses, knowledge-sharing sessions, and insightful speaker engagements from industry experts across FMCG, Pharma, and Distribution, offering diverse perspectives on market trends and growth opportunities. Alongside business discussions, the meet included employee engagement activities and recognition moments, making it a well-rounded platform to inspire teams, reinforce organizational goals, and build a strong sense of unity and purpose moving into the new financial year. A special highlight of Xcelerate Sales Meet 2026 was the visit to UTI Tower, which offered outside mumbai employees an opportunity to connect with the organizations legacy and witness the institutions journey and values firsthand.
Xcelerate Sales Meet 2026 delivered a strong organizational impact by aligning Sales team across regions on shared business priorities and strategic goals for the year ahead. The diverse perspectives from industry experts, combined with leadership insights, enhanced market understanding and equipped the team with actionable ideas for growth. The event fostered deeper collaboration, boosted employee motivation through recognition and engagement initiatives, and strengthened a unified sense of purpose.
Al integration in communication
To bridge the gap between complex financial insights and a diverse investor base, the Company launched an industry- first Al-dubbed vernacular initiative with the launch of the monthly Factsheet in Hindi. The Company is also translating fund manager communications into 8 regional languages— Hindi, Gujarati, Marathi, Bengali, Tamil, Telugu, Kannada, and Malayalam—to provide localized expert market views for a pan-India audience. Since November 2025, the Company has successfully deployed 224 vernacular videos, making sophisticated investment strategies accessible to all. The Company has developed Al - Avatar for key spokespersons to create instant video communications on topical themes.
Other Tactical Opportunities
(i) Participated as Report Insight Partner for Global Fintech Fest 2025, worlds largest annual conference on Fintech and related sectors. The event was attended by more than 1,00,000 participants from over 1 00 countries.
(ii) Associated in Morningstar Investment Conference India 2025, which was attended by more than 2,500 delegates from Indian financial ecosystem.
(iii) Participated in Mutual Fund Conclave 3.0 by Bombay Chamber of Commerce & Industry, which was attended by more than 350 participants from mutual fund industry.
(iv) Participated in AMR Rashtriya 2026 — Indias Premier Personal Finance Summit. The event was attended by ndias leading Mutual Fund Distributors (MFDs), RIAs, CFPs, and Wealth Managers for knowledge sharing, networking, and professional development.
(v) Participated in IFA Galaxys 15 th Annual Summit. The event was attended by more than 700 financial advisors & MFDs.
(vi) Participated in ASPIRE — an annual flagship event organized by Associations of Registered Independent Advisors of India (ARIA). The event was attended by more than 400 RIAs.
Key Corporate Communication Initiatives 2025-26
(i) A total of 2,281 media coverages, with strong visibility across print, online. Television and YouTube: UTI AMC spokespeople provided valuable market insights, reinforcing the brands leadership in the investment space.
(ii) Print & Online Interactions: Concluded 97 interviews and authored articles (Print + Online) in leading financial media including The Economic Times, Business Standard, Mint, The Hindu Business Line, The Financial Express, Moneycontrol, ET Markets.
(iii) Industry Story Participations: Shared valuable insights in 1 12 industry stories across media like Reuters, The Economic Times, Business Standard, Mint, The Hindu Business Line, The Financial Express, Moneycontrol, The Times of India, Cafemutual, The Week etc.
(iv) Television & YouTube Interactions: Conducted 54 TV interviews across CNBC TV1 8, ET Now, NDTV Profit, CNA, CNBC Awaaz, ET NOW Swadesh and CNBC Bajar, featuring key spokespersons like: Mr. Vetri Subramaniam (MD & CEO), Mr. Ajay Tyagi (Head - Equity), Mr. Anurag Mittal (Head - Fixed Income), Mr. V Srivatsa (Executive Vice President - Equity), Mr. Sachin Trivedi (Senior Vice President - Equity) etc.
(V) Additionally, featured on multiple top podcasts such as:
Mr. Vetri Subramaniam in Konversation with Kushal, Mutual Funds with Groww.
Mr. Ajay Tyagi in Finance with Sharan
Mr. V Srivatsa in Paisa Vaisa
Mr. Karthikraj Lakshmanan in Paisa Vaisa
(vi) Authored Article Contributions: Bi - Monthly contributions in Moneycontrol by Mr. Anurag Mittal, Head of Fixed Income and Mr. Pankaj Pathak, Fund Manager- Fixed Income sharing their outlook on the debt & bond market.
Also collaborated with various regional publications such as Prajavani, Divya Bhaskar, Dainik Navjyoti, Prabhat, etc.
(vii) Regional & Fund Review Coverage: A total of 480 fund reviews garnered across publications like Business Standard, Mint, The Hindu Business Line, The Financial Express, Divya Gujarat, The Echo of India, Info India, Kerala Pranam, etc.
(viii) Mr. Anurag Mittal, Head of Fixed Income participated in panel discussions across all the MPC announcements and also shared his authored articles on repo rate movements, rate cuts, and the outlook for fixed income markets.
(ix) During the India Immersion Summit 2025, successfully concluded exclusive interviews with: Mr. Praveen Jagwani, CEO, UTI International with CNBC TV1 8 Prime, Business Standard, The Hindu Business Line, and The Financial Express. Mr. Rohit Gulati, CEO & Whole Time Director, UTI APL interview with Moneycontrol Relationship Building.
Through a well-planned engagement with both national and regional media, UTI AMC has strengthened its position as a thought leader in the mutual fund space, offering investors valuable insights on market trends, asset allocation, and investment strategies.
OTHER DISCLOSURES
In terms of the applicable provisions of the Act and the SEBI Listing Regulations, the Company additionally discloses that during the FY 2025-26:
(i) the Company has not accepted any deposit under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014;
(ii) there was no change in the nature of business of the Company;
(iii) there was no revision in the financial statements or Directors Report of the Company;
(iv) there was no material change and commitment affecting the financial position of the Company between the end of the FY 2025-26 and the date of this report;
(v) there 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) the Company has not issued any shares with differential voting rights;
(vii) the Company has not issued any sweat equity shares;
(viii) the 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 and hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 201 6 during the year along with their status as at the end of the financial year is not applicable;
(x) the Company has not made any one-time settlement with the Banks or Financial Institutions;
(xi) the Company has not failed to implement any corporate action;
(xii) the Companys securities were not suspended from trading; and
(xiii) the Company has duly complied with the provision of the Maternity Benefit Act, during the FY 2025-26.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) and Section 134(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 2025- 26, 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, 2026 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) the 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 places on record its sincere appreciation for the steadfast commitment and diligent efforts of the employees and support staff across the Company and its subsidiaries, whose dedications have been integral to the Companys continued progress.
The Board also expresses its gratitude for the valuable guidance, co-operation, and continued support extended by its stakeholders, including the Securities and Exchange Board of India, the Reserve Bank of India, the Pension Fund Regulatory and Development Authority, NPS Trust, the Ministry of Corporate Affairs, the Registrar of Companies, the 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, all the auditors, and the Companys sponsors and members.
The Board further acknowledges and thank the investors of UTI MF schemes, auditors, custodians, registrar to an issue and share transfer agent, bankers, distributors, and all other service providers for their consistent and invaluable support to the Company.
| For and on behalf of the Board of Directors of | |
| UTI Asset Management Company Limited | |
| Sd/- | |
| Date: 1 8 th June, 2026 | Deepak Kumar Chatterjee |
| Place: Mumbai | Chairperson |
| (DIN: 03379600) |
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