OVERVIEW OF OPERATIONS OF THE GROUP

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

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

FINANCIAL PERFORMANCE

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

SCHEMES LAUNCHED DURING THE FINANCIAL YEAR 2024-25

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

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

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

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

CHANGES IN FUNDAMENTAL
ATTRIBUTES OF SCHEMES

(i)    Changes in Fundamental Attributes

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

a)    Modification of Scholarship Option
Provisions

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

b)    Scheme Mergers - The following schemes
were merged

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

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

(ii)    Change in Scheme Name

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

(iii)    Changes in Benchmarks

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

(iv)    Benchmark Nomenclature Changes due to
Demerger

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

X* tv    o    X

SHARE CAPITAL

'---'

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

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

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

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

-    o    X

DIVIDEND

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The Company has adopted a Dividend Distribution Policy as per
Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (the SEBI Listing Regulations). The same is annexed as
Annexure-I    to    this Directors' Report    and    is    also    available

on    the    Company's    website    at https://www.utimf.com/amc-

shareholders/code-and-policies.

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

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

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

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

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

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

UNCLAIMED DIVIDEND

V_J

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

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 Company's website at https://www.utimf.
com/amc-shareholders/unclaimed-dividend.

o    x

TRANSFER TO RESERVES

V __'

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

o    x

CONSOLIDATED FINANCIAL
STATEMENTS

V _J

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 Company's website at https://www.utimf.
com/amc-shareholders/financial-results and the audited
financial statements of each of its subsidiaries are available
on Company's website at https://www.utimf.com/amc-
shareholders/subsidiaries-financials.

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

BUSINESS DESCRIPTIONS /
PERFORMANCE OF SUBSIDIARIES

'--J

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

UTI International Limited:

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

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

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

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

UTI Pension Fund Limited:

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

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

NPS continues to gain traction as a transparent and cost-effective
retirement planning tool. While private sector participation
remains nascent, it presents significant growth potential. UTI
PFL is well-positioned to bridge this gap, supported by robust
technology infrastructure and a focus on seamless, 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 2024-25 have
been remarkable.

Growth in AUM:

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

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

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

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

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

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

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

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

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

UTI Alternatives Private Limited:

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

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

UTI APL has following funds:

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

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

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

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

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

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

UTI Hart Financial and Investment Services Limited:

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

The gross income of UTI Hart was '0.06 crore for the
FY 2024-25 as against '0.37 crore in the previous FY 2023-24.

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

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

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

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

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

_Q    .

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

V _J

The details    of loans given,    investments    made, guarantees given

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

CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTY

V _J

During    the    FY    2024-25,    the    Company    was    engaged    in

transactions with related parties, as defined under Section 2(76)
of the Act, read with the Companies (Specification of Definitions
Details) Rules, 2014 and relevant accounting standards. These
transactions were conducted in the ordinary course of business
and on an arm's length basis.

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

COST AUDITORS

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

INTERNAL AUDITOR

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

AUDITOR FOR THE SCHEME OF UTI MUTUAL FUND

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

SECRETARIAL STANDARDS

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

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

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

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

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

HUMAN RESOURCES

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

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

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

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

A multi-generational workforce driving agility and legacy

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

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

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

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

Cultural Ethos at UTI AMC

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

Learning & Development

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

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

Key highlights for FY 2024-25

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

Conviction

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

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

Empowered Capabilities

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

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

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

United Commitment

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

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

Fostering Collaborative Excellence

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

Employee Overview and Statutory Disclosures

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

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

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

" '    *-^V'Ý'* ^v'-^V 0    N

VIGIL MECHANISM / WHISTLE

BLOWER POLICY

V_J

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

The Policy complements the Company's 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
reinforcing its values-driven work culture.

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

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

° \

PREVENTION OF SEXUAL

HARASSMENT AT WORKPLACE

'--J

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

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

Key highlights for FY 2024-25

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

V_J

DIRECTORS

Composition of Board

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

Re-Appointment

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

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

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

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

Cessation

Ms. Dipali Sheth (DIN: 07556685) completed her tenure as
a Non-Executive Independent Director of the Company and
she ceased to be Non-Executive Independent Director of the
Company with effect from close of business hours on 15^th
December, 2024.

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

Retirement by Rotation

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

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

Key Managerial Personnel

As on 31^st March, 2025, the Company has following 3 (three)
Key Managerial Personnel (KMP) as defined in Section 2(51)
and in compliance with Section 203 of the Act:

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

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

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

DECLARATION OF INDEPENDENCE

V_J

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

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

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

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

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

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

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

°

FAMILIARISATION PROGRAMME
FOR NON-EXECUTIVE
INDEPENDENT DIRECTORS

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

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

........ ° \

NUMBER OF BOARD MEETINGS

'--J

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

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

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

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

--\

NOMINATION AND

REMUNERATION POLICY

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

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

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

AUDIT & SYSTEMS

V_J

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

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

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

Ý    " Ý Ý- o    X

CORPORATE SOCIAL RESPONSIBILITY

V___J

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

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

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

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

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

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

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

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

^^

RISK MANAGEMENT

'-----'

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

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

° \

DATA PROTECTION AND CYBER

SECURITY

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

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

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

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

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

* *'*"** * ° \

BOARD EVALUATION

V_J

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

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

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

⁰

EMPLOYEE STOCK OPTION SCHEME

V_J

The Company has an Employee Stock Option Scheme,
namely 'UTI AMC Employee Stock Option Scheme-2007'
(ESOP Scheme). The objective of ESOP Scheme 2007 is
to reward employees to align individual performance with
Company's 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 organisation's success. There are no changes made
to the above Scheme during the FY 2024-25.

The details of ESOP Scheme 2007 are as under:

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:

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

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

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

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

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

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

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

^ ^s\

CONSERVATION OF ENERGY AND

TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

(' in crore)

FY 2024-25    FY 2023-24

Foreign Exchange Earnings    14.68    15.16

Foreign Exchange Outgo    15.93    13.32

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

ANNUAL RETURN

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

MANAGEMENT DISCUSSION AND ANALYSIS SECTION

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

CORPORATE GOVERNANCE

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

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

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

Alignment of Secretarial practices    of    Overview of Risk Management    of    Stakeholders engagement:

Subsidiary ^Comp^{anies with UTI AMC:    S}ub^sidiary ^Comp^anies:    Fostering transparent and meaningful

Ensuring uniformity and compliance    in    Implementing proactive strategies    to    communication with all stakeholders.

secretarial procedures across all subsidiaries.    identify and mitigate risks within subsidiary

operations and at a group level.

Investor Grievances Mechanism:    Adoption of best corporate policies at group level:

Establishing a responsive system to address    Promoting consistent implementation of exemplary

and resolve investor concerns effectively.    governance practices across the group.

^ ^N\

ESG INITIATIVES AND PROGRESS

OF THE COMPANY

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

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

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

POSTAL BALLOT

^' i

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

WEBSITE DISCLOSURES

V_J \

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

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

DIGITAL INITIATIVES:

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

Digital Initiatives of the Company gone live:

°    'N

OTHER DISCLOSURES

V_J

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

Listing Regulations, the Company additionally discloses that

during the FY 2024-25:

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

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

(iii)    t here was no revision in the financial statements or
Directors' Report of the Company;

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

(v)    t here was no significant and material order passed by
the regulators or courts or tribunals impacting the going
concern status and the Company's operations in future;

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

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

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

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

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

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

(xii)    the Company's securities were not suspended from
trading; and

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

⁰ \
Matter for information to the

members (Not for appointment /

approval / voting):

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

\

DIRECTORS' RESPONSIBILITY
STATEMENT

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

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

Statement, it is hereby confirmed that:

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

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

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

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

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

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

ACKNOWLEDGEMENT

V_J

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

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

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

For and on behalf of the Board of Directors of

UTI Asset Management Company Limited

Date: 7^th July, 2025    Dinesh Kumar Mehrotra

Place: Mumbai    Chairperson

(DIN: 00142711)