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HDFC ASSET MANAGEMENT COMPANY LTD.

24 June 2026 | 02:54

Industry >> Finance - Mutual Funds

Select Another Company

ISIN No INE127D01025 BSE Code / NSE Code 541729 / HDFCAMC Book Value (Rs.) 215.30 Face Value 5.00
Bookclosure 05/06/2026 52Week High 2967 EPS 66.68 P/E 39.40
Market Cap. 112611.50 Cr. 52Week Low 2206 P/BV / Div Yield (%) 12.20 / 2.06 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors take great pleasure in presenting the Twenty-Seventh Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2026.

Financial Performance

The financial performance of your Company for the financial year ended March 31, 2026 is summarized as below:

I (in Crore)

Financial Results

Fortheyear ended March 31, 2026

Fortheyearended March 31, 2025

Profit before Tax

3,710.18

3,286.44

Less: Provision for Tax (Net of Deferred Tax)

850.82

825.39

Profit after Tax

2,859.36

2,461.05

Add/(Less): Other Comprehensive Income (Net of Tax)

(3.37)

(2.78)

Total Comprehensive Income (A)

2,855.99

2,458.27

Balance of Retained earnings carried forward from previous year

6,943.20

5,979.94

Less: Equity Dividend Paid for earlier year

1,925.19

-

Less: Interim Equity Dividend Paid for earlier year

-

1,495.05

Less: Debt Instruments through Other Comprehensive Income

(0.07)

0.07

Less: Other Adjustments

(0.01)

(0.11)

Total(B)

5,018.09

4,484.93

Balance of Retained Earnings Carried to Balance Sheet (A B)

7,874.08

6,943.20

For the year ended March 31, 2026, your Company posted a net profit of H2,859.36 Crore as against H2,461.05 Crore in the previous year. Appropriations from the net profit have been affected as per the summary given above.

For a detailed analysis of the financial performance of your Company for the year under review, refer to report on Management Discussion and Analysis.

Dividend

Your Directors recommend payment of final dividend of H54/-per equity share (1080%) of face value of H 5/- each, on the increased paid-up capital post issue of Bonus Shares for the financial year ended March 31, 2026 as against final dividend of H90/- per equity share (1800%) of face value of H5/- each for the previous year.

The dividend pay-out ratio for the said dividend for the year ended March 31, 2026 is 80.91%.

The Final dividend recommended is in accordance with the parameters and criteria, as set out in the Dividend Distribution

Policy which has been approved by the Board of Directors of the Company. During the year, the said Policy was reviewed by the Board of Directors as part of periodic review and was amended inter-alia to include dividend payout range of 60% to 90% of Profits After Tax on Standalone Financials of the Company.

The Dividend Distribution Policy of the Company is placed on the Company’s website at https://www.hdfcfund.com/about-us/corporate-governance/code-policy in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”).

Management Discussion and Analysis Report, Report of the Directors on Corporate Governance and Business Responsibility and Sustainability Report

Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance form part of this report.

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ('BRSR’) along with the Independent Assurance Statement on the BRSR Core attributes, for the financial year ended March 31, 2026, provided by SGS India Private Limited, forms a part of this Annual Report.

Transfer to Reserves

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

Capital Structure

a. Issue of Equity Shares pursuant to exercise of Employees Stock Options

During the year, 4,52,849 equity shares of H 5/- each of the Company were issued and allotted to eligible employees on exercise of Employees Stock Options granted under the Employee Stock Option Scheme - 2020.

b. Bonus issue

Pursuant to the resolution passed by the Members on November 16, 2025 by postal ballot, the Company has allotted 21,41,54,246 fully paid-up Bonus equity shares in the proportion of 1:1 (1 (One) bonus equity share for every 1 (One) existing fully paid-up equity share held by the Members of the Company as on the record date). This bonus issue reflects the Company’s strong financial position, robust reserves, and positive growth outlook.

Consequently, the issued, subscribed and paid-up equity share capital increased from H1,06,89,65,430/- represented by 21,37,93,086 equity shares of H5/- each as on April 1, 2025 to H2,14,20,00,905/- represented by 42,84,00,181 equity shares of H5/- each as on March 31, 2026.

During the year under review, the Company has not issued any:

a) shares with differential rights as to dividend, voting or otherwise.

b) sweat equity shares.

Issue of Employee Stock Options and Performance-Linked Stock Units

During the financial year under review, your Company has approved and implemented the Employees Stock Options and Performance-linked Stock Units Scheme - 2025 ("ESOP & PSU Scheme - 2025”), pursuant to Shareholders’ approval, in accordance with the provisions of the Companies Act, 2013 (the "Act") and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Scheme aims to attract, retain and motivate talent and align employee interests with long-term shareholders value creation by enabling the grant of Employees Stock Options and Performance-Linked Stock Units to eligible employees of the Company and its subsidiary(ies), in accordance with the terms of the Scheme. While Options are linked to market price appreciation, vesting of PSUs is subject to achievement of specified performance parameters and other vesting conditions. The Scheme is administered by the Nomination and Remuneration Committee of the Company and incorporates governance features including performance-based vesting, defined grant limits and malus and clawback provisions.

During the year, the Nomination & Remuneration Committee ('NRC’) granted 22,93,710 Employees Stock Options ('Options’) and 5,30,290 Performance-linked Stock Units ('PSUs’) (adjusted pursuant to issue of Bonus equity shares) to the eligible employees of your Company and HDFC AMC International (IFSC) Limited, a wholly owned subsidiary of the Company ('HDFC IFSC’) under the ESOP & PSU Scheme - 2025.

Further, based on the NRC's recommendation, the Board at its meeting held on April 17, 2025, decided not to grant the remaining 8,73,719 Options under Employee Stock Option Schemes ('ESOS 2020’). Accordingly, during the FY 2025-26, the ESOS 2020 remained operational only for the purpose of past grants being exercised, lapsed or forfeited, as the case may be.

Post adoption of ESOP & PSU Scheme - 2025 on June 6, 2025, there has been no amendments/material variation to the Scheme, during the year under review. ESOS 2020, remains operational for the purposes of past grants being exercised, lapsed or forfeited, as the case may be with no amendments/ material variation to the Scheme during the year under review. Further, ESOP & PSU Scheme - 2025 and ESOS 2020 are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB Regulations’).

The necessary disclosures as required under the SBEB Regulations and Postal Ballot Notice dated April 17, 2025, have been placed on the website of the Company at www. hdfcfund.com. Further, the Certificate required under Regulation 13 of the SBEB Regulations from the Secretarial Auditors of the Company that ESOS - 2020 and ESOP & PSU Scheme - 2025 have been implemented in accordance with the SBEB Regulations will be available at the forthcoming AGM for inspection at the registered office of the Company.

Review of Operations

Assets under Management (AUM) of HDFC Mutual Fund ("HDFC MF") at the close of FY 2025-26 increased by 12% to H 8.44 Lakh Crore as against an AUM of H 7.54 Lakh Crore at the close of FY 2024-25. Total Annual Average AUM for FY 2025-26 was H 8.91 Lakh Crore as against H 7.48 Lakh Crore for FY 2024-25. HDFC MF is one of the largest mutual funds in India in terms of total AUM with a market share of11.4%, based on closing AUM as on March 31, 2026. The actively managed equity-oriented AUM at the close of FY 2025-26 increased by 11% to H 5.21 Lakh Crore as against H 4.70 Lakh Crore at the close of FY 2024-25. During FY 2025-26, the actively managed equity-oriented funds’ annual average AUM increased by 19% to H 5.41 Lakh Crore, constituting 61% of the total annual average AUM.

Your Company managed a total of 3.02 Crore live accounts as on March 31, 2026, predominantly those of individual (retail) unitholders. The Individual monthly average AUM as a percent of total monthly average AUM for March 2026 was 68%.

As on March 31, 2026, your Company has 280 offices and over 1,09,000 distribution partners. Of the 6.14 Crore unique investors in mutual funds in India (as identified by PAN/PEKRN), the Company enjoyed trust of 1.67 Crore investors with a market penetration of 27%. Your Company’s offering of systematic transactions further enhances its appeal to individual investors looking to invest periodically in a disciplined and risk-mitigating manner. Your Company processed Systematic Investment Plan (SIP) and Systematic Transfer Plan (STP) transactions aggregating H52,609 Crore during FY 2025-26.

The Company offers Portfolio Management, Segregated Account Services and Alternative Investment Funds to High Net-worth individuals, family offices, domestic corporates, trusts, provident funds and domestic & global institutions. As on March 31, 2026, the Portfolio Management Services business managed assets of over H10,500 crore, while commitments under Alternative Investment Funds exceeded H 2,500 crore.

Schemes Launched

The following new schemes were launched during the financial year -

1. HDFC CRISIL-IBX Financial Services 3-6 Months Debt Index Fund

2. HDFC Innovation Fund

3. HDFC Diversified Equity All Cap Active FOF

4. HDFC BSE India Sector Leaders Index Fund

5. HDFC Nifty India Consumption Index Fund

6. HDFC Income Plus Arbitrage Omni FOF

7. HDFC CRISIL-IBX Financial Services 9-12 Months Debt Index Fund

Directors and Key Managerial Personnel

Non-Executive Director

In accordance with the provisions of Section 152(6) of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. V. Srinivasa Rangan (DIN: 00030248), Non-Executive Non-Independent Director (Nominee of HDFC Bank Limited, Promoter of the Company), is liable to retire by rotation at the forthcoming Annual General Meeting (AGM) of the Company scheduled to be held on June 24, 2026 and being eligible has offered himself for re-appointment.

Necessary proposal for his re-appointment has been placed for your approval at the forthcoming AGM. Brief profile of Mr. Rangan is disclosed in the Notice convening the AGM of your Company. Your Directors recommend his re-appointment as a Non-Executive Non-Independent Director (Nominee of HDFC Bank Limited) of your Company.

Independent Directors

Mr. Dhruv Kaji, Mr. Jairaj Purandare, Mr. Sanjay Bhandarkar, Mr. Parag Shah and Ms. Roshni Nadar Malhotra, Independent Directors, have submitted declarations stating that they meet the criteria of independence as per the provisions of the Act and SEBI Listing Regulations.

The Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act, along with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act, the Rules made thereunder and SEBI Listing Regulations and are independent of the management of the Company.

All the directors of the Company have confirmed that they are not disqualified for being appointed as directors pursuant to Section 164 of the Act.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, Mr. Navneet Munot, Managing Director & Chief Executive Officer, Mr. Naozad Sirwalla, Chief Financial Officer and Ms. Sonali Chandak, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2026.

Number of Meetings of the Board and Committees

During the FY 2025-26, 8 (Eight) meetings of the Board of Directors of your Company were held and the details of Board and Committee meetings held are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Review of Subsidiary Company

Your Company has a Wholly Owned Subsidiary Company namely HDFC AMC International (IFSC) Limited ('HDFC IFSC’) which was incorporated on May 27, 2022. HDFC IFSC is registered with International Financial Services Centres Authority ('IFSCA’) as a Registered Fund Management Entity - Retail category and carries out fund management activities from Gujarat International Finance Tec-City (GIFT) City.

HDFC IFSC offers a comprehensive suite of Alternative Investment Funds to a diverse clientele, including High-Net-worth Individuals (HNIs), private banks, insurance companies, financial institutions, foreign investors, multilateral organisations, sovereign funds, pension funds global institutional investors, etc. HDFC IFSC works with a diverse set of distribution partners and currently has over 608 empanelled distributors which include mutual fund distributors, national distributors, banks and foreign distributors.

The following Category III open-ended Alternative Investment Funds (AIFs) under the IFSCA (Fund Management) Regulations, 2025, were launched during the financial year by HDFC IFSC:

1. HDFC India Small Cap Fund

2. HDFC India Nifty 50 Fund

With the launch of above new funds, HDFC IFSC has in total 5 Category III open ended AIFs live currently. As per the investment objectives of the above AIFs, the net assets of the said Funds are entirely invested into the respective open-ended schemes of HDFC AMC mutual fund, in India. Further, HDFC IFSC have received approval from IFSCA and is in process of completing the operational requirements for the launch of 2 new funds viz. HDFC India Diversified Equity Fund (i.e. Category III open ended AIF) and HDFC International-Income Fund I (i.e. Category II close ended AIF). In addition to the above products, HDFC IFSC, has evaluated options for product offerings whose primary focus would be on one or more global/non-Indian strategies. Such global strategies can also be offered to resident Indian investors under the Liberalised Remittance Scheme (LRS)/ Overseas Portfolio Investment (OPI) route. These product offerings would be launched as "Retail Funds" under the IFSCA (Fund Management) Regulations, 2025 viz. HDFC International - Global Equity Fund, HDFC International - Developed Markets Equity Fund and HDFC International - Emerging Markets Equity Fund.

HDFC IFSC acts as a Fund Management Entity for the above-mentioned funds and has Assets under Management of $52.83 Million as on March 31, 2026. HDFC IFSC managed a total of 247 active accounts as on March 31, 2026.

Further, the Board of Directors of HDFC IFSC, at its meeting held on April 10, 2026, inter-alia, approved the audited financial statements including the consolidated financial statements of the Company for the financial year ended March 31, 2026, subject to approval of the members of the Company.

In accordance with the provisions of Section 136 of the Companies Act, 2013 ("the Act"), the annual report of the Company, the audited financial statements and the related information of HDFC IFSC are placed on the website of the Company. Shareholders may download the documents referred to above from the Company’s website or may write to the Company for the same. Further, the said documents shall also be available for inspection by the shareholders at the registered office of the Company.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statements of HDFC IFSC in the prescribed Form AOC-1 forms part of the financial statements.

Except for the above subsidiary, during the financial year 2025-26 and as of the date of this report, your Company does not have any other subsidiary or an associate company or a joint venture company.

Annual Evaluation

Details of the annual performance evaluation of the Board, its committees and of individual directors are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Nomination & Remuneration Policy

In terms of the requirements under the Act and SEBI Listing Regulations, your Company has in place a Nomination & Remuneration Policy, inter-alia, detailing the director's appointment, remuneration, criteria for determining qualifications, attributes, independence of a director, malus and clawback provisions applicable in the exceptional circumstances such as fraud that require a financial restatement, reputational harm to the Company or exposing the Company to substantial risk and other matters. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Nomination & Remuneration Policy of your Company. The Policy is placed on the Company's website at https://www.hdfcfund.com/about-us/corporate-governance/codes-policies.

Auditors and Auditor's Report

Statutory Auditors

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co. LLP, Chartered Accountants (ICAI FRN: 101248W/W-100022) were re-appointed as the Statutory Auditors of your Company for a period of 5 continuous years i.e. from the conclusion of 23rd AGM till the conclusion of 28th AGM of the Company.

The Auditor's Report on the financial statements of the Company for the financial year ended March 31, 2026 forms part of the Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Makarand M. Joshi & Co., ('MMJC') Company Secretaries to conduct the Secretarial Audit of your Company for a term of five consecutive financial years commencing from April 1, 2025 till March 31, 2030. The Secretarial Audit Report for FY 2025-26 is annexed herewith as Annexure I to this report.

There were no qualifications, reservations or adverse remarks/comments or disclaimer made by the aforesaid Auditors in their audit reports.

The said Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

Internal Auditors

M/s. M P Chitale & Co were appointed as an Internal Auditors of your Company for the financial year 2025-26.

Enterprise Risk Management Policy

Pursuant to Chapter 4 on Risk Management Framework (RMF) for Mutual Funds, of SEBI Master Circular for Mutual Funds dated June 27, 2024, the Company has adopted a Policy of Enterprise Risk Management which was reviewed by the Risk Management Committee and approved by the Board. As part of the policy, the Risk Management function has established policies and procedures, clearly defining the roles and responsibilities of the management, the Board of the Company, and the Board of HDFC Trustee Company Limited.

This policy provides for the RMF designed to systematically identify, assess, monitor and mitigate various business risks. It encompasses robust checks, processes and procedures to identify potential risks across both investment and operational areas of business and minimise their impact through necessary controls within your Company.

The framework is designed to evaluate risks based on likelihood and impact, review of mitigation measures and facilitate regular reporting. The functioning of the RMF is periodically reviewed by the Risk Management Committee and the Audit Committee of the Board at their respective meetings.

The terms of reference of the Risk Management Committee is in line with requirements of the said SEBI circular which includes oversight of enterprise-level risks, including regulatory, compliance, operation and other functional risks of the Company.

Cyber Security

Cyber security continues to be a strategic enabler of the Company's digital growth and resilience agenda which is monitored by Information Technology & Security Committee and Risk Management Committee. As technology boundaries continue to evolve, Zero-Trust based security approach has been adopted that continuously validates users, devices, and access across its ecosystem. Artificial Intelligence-enabled security controls are increasingly leveraged to enhance threat intelligence, monitor activities on deep and dark web, and enable predictive and automated responses to emerging cyber risks. Layered defense ecosystem has been implemented which comprises of preventive and detective

security controls. These capabilities are complemented by continuous monitoring, behavioural analytics, and adaptive access controls to safeguard sensitive information and critical business processes. Information security management framework is certified under ISO/IEC 27001 and is aligned as per SEBI’s guidelines, reaffirming its commitment to global best practices, governance, and continual improvement. As emerging technologies such as cloud, automation, and artificial intelligence reshape business models, we remain focused on building a cyber resilient, intelligence led security posture that not only protects value but also enables trusted innovation and long term stakeholder confidence.

Your Directors wish to apprise you of a cyber-security incident that occurred at the Company on May 16, 2026, wherein a communication was received from an anonymous source alleging access to certain portions of the Company’s information technology infrastructure. Upon receipt of such communication, the Company immediately initiated its established incident response and containment protocols and engaged an independent specialist firm to undertake a comprehensive assessment of the matter.

As at the date of this Report, the assessment remains ongoing. Based on the preliminary findings available, the incident is not expected to have any impact on the continuity of the Company’s business and operations, and no material adverse effect on the Company’s operations has been identified.

The Company remains firmly committed to maintaining robust standards of cyber security and data protection and shall implement such additional measures and controls as may be considered necessary, based on the outcome of the aforesaid assessment.

Adequacy of Internal Controls

Your Company has internal control systems which are commensurate with the size and complexity of its operations.

The internal control systems comprise of standardised policies and procedures covering all functional areas aimed at ensuring sound management of operations, reliable financial reporting, safeguarding of assets and prevention and detection of frauds and errors. The Audit Committee of the Board of Directors, at regular intervals and in co-ordination with Internal and Statutory Auditors, review the adequacy of Internal Controls within your Company.

Further, the internal financial controls related to financial statements are found to be adequate and operating effectively and that no material weakness has been noticed during the year under review.

Corporate Social Responsibility

In terms of Section 135 of the Act, your Company has formed an Environmental, Social & Governance and Corporate Social Responsibility ('ESG & CSR’) Committee to inter-alia approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities of the Company. The said committee also oversees the development and implementation of the Company’s ESG framework.

The Committee consists of Mr. Deepak S. Parekh (Chairman), Mr. Parag Shah, Mr. Sanjay Bhandarkar and Mr. Navneet Munot. The Company Secretary acts as the Secretary to the Committee.

The Company undertakes CSR activities through a variety of effective programs. The major thrust of the CSR activities of the Company is in the areas of promoting education and health care. The Company also undertakes CSR activities in the areas of promoting sports and environment sustainability. These activities are in accordance with Schedule VII to the Act.

The Board of Directors and the ESG & CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The annual report on CSR activities along with the executive summary for Impact Assessment Reports of the applicable projects, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is set out at Annexure II to this report.

During the year, the Company has fully spent the required amount towards CSR activities.

The composition of the ESG & CSR Committee, CSR Policy, CSR activities undertaken by the Company and the complete Impact Assessment Reports of the applicable projects are available on the Company’s website at https://www.hdfcfund. com/about-us/corporate-profile/csr.

Particulars of Contracts or Arrangements with Related Parties

During the year, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI Listing Regulations and applicable Accounting Standards, which were in the ordinary course of business and on arms’ length basis and in accordance with the policy on Related Party Transactions of the Company.

The Policy ensures proper approval and reporting of the concerned transactions between the Company and related parties.

The policy on Related Party Transactions is placed on the Company’s website at https://www.hdfcfund.com/about-us/ corporate-governance/code-policy.

During the year, there was no material transaction with any related parties as per the Related Party Transactions Policy of the Company or any other related party transaction entered into by the Company that requires disclosure in Form AOC 2, hence, it does not form part of this report.

The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Act are provided in the notes to financial statements.

Deposits

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

Unclaimed Dividend on Shares and Transfer of Shares to Investor Education & Protection Fund (IEPF)

As at March 31, 2026, unclaimed dividend amounting to H94,14,496/- which has not been claimed by shareholders of the Company and is lying in the respective Unpaid Dividend Accounts of the Company.

Your Company has disclosed the statement containing the names, last known addresses of those shareholders whose dividend is unpaid on the Company's website at www. hdfcfund.com.

The details with respect to transfer of unclaimed dividend and/or shares to the IEPF, forms part of the Corporate Governance Report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on the financial year ended March 31, 2026 is placed on the Company’s website at https:// www.hdfcfund.com/about-us/financial/annual-reports.

Vigil Mechanism/Whistle Blower Policy

Whistle Blower Policy is in place and details of the same are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Fraud Monitoring/Prevention

Your Company has in place the 'Policy for Prevention ofFrauds’, aimed at promoting consistently ethical organisational behaviour by assigning responsibility and enforcement of controls to aid prevention and detection of fraud in the Company. Frauds, if any identified by and/or reported to the Company are investigated for assessment of root cause and relevant corrective steps shall be undertaken including any preventive actions. No material frauds were identified/ reported for the financial year 2025-26.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to the conservation of energy and technology absorption in terms of Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is stated as below:

(a) Conservation of energy and technology absorption

Your Company does not consume high levels of energy and regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods.

(b) Foreign Exchange, earnings and expenditure during the year -

• Foreign exchange (earnings): H 1.47 crore (previous year: H 0.05 crore)

• Foreign exchange (expenditure): H 4.39 crore (previous year: H 4.94 crore)

Particulars of Employees

As on March 31, 2026, your Company has 1,713 employees and for the previous year, your Company had 1,618 employees.

In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the employees in terms of remuneration drawn are set out in the annexure to this report. In terms of the provisions of Section 136(1) of the Act, the Directors' Report is being sent to all shareholders of the Company excluding the annexure. Any shareholder interested in obtaining a copy of the annexure may write to the Company.

Further, disclosures on managerial remuneration as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure III.

Other Disclosures

• There was no change in the nature of the business of the Company.

• There was no revision in the financial statements of the Company.

• During the year, there was no receipt of any remuneration or commission by the MD & CEO of the Company from its Holding Company and Subsidiary Company.

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

• There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

• There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

• Details of the Audit Committee of the Board of Directors including its composition are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Act and based on the information provided by the management, your Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgements and estimates were made so as to give a true and fair view of the state of affairs of the Company at the end of March 31, 2026 and of the profit of the Company for year ended on that date;

(iii) Proper and sufficient care has been taken for 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 frauds and other irregularities;

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

(v) I nternal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards

Your Company is in compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of the Act.

Prevention of Sexual Harassment Policy and its Reporting

Your Company has framed and implemented a Policy on Sexual Harassment of Women at Workplace aiming at prevention of harassment of employees which lays down the guidelines for identification, reporting and prevention of undesired behaviour. 6(Six) Internal Committees (IC) for different zones were constituted in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with women employees being a majority and an external member. The Policy, IC Members' details and the penal consequences of violating the said Act/Policy are displayed at all offices/Investor Service Centres and on the intranet of the Company. The regular employee awareness sessions are conducted to generate awareness about the policy, reporting mechanism and prevention of sexual harassment at the workplace.

The details of complaints pertaining to sexual harassment received, disposed and pending, during FY 2025-26 are as follows:

Particulars

No. of complaints

Number of complaints of sexual harassment

received during the year

Number of complaints disposed off during the year

Not Applicable

Number of complaints pending as on March 31, 2026

Nil

Number of cases pending for more than ninety days

Not Applicable

Compliance with Maternity Benefit Act, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

Significant/Material orders Passed by the regulators

There are no significant and material orders by any regulator, court, tribunal impacting the going concern status of the Company and its operations in future.

Material Changes and Commitments, if any, affecting the Financial Position of the Company from the Financial Year end till the date of this Report

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

Acknowledgements

The Directors take this opportunity to thank its investors, shareholders, trustee company, bankers, distributors, key partners, Investor Service Centres and other service providers for their continued support. The Directors would like to convey their gratitude to HDFC Bank Limited, promoter of your Company.

The Directors acknowledge the valuable assistance, support and guidance given by the Securities and Exchange Board of India, Association of Mutual Funds of India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges and Depositories.

The Directors wish to place on record their appreciation to employees at all levels for their dedication and commitment. The Directors also acknowledge the faith reposed in HDFC Mutual Fund by its investors and look forward to their continued support.