డైరెక్టర్ల నివేదిక Canara Robeco Asset Management Company Ltd.

Mar 31, 2026

The Board of Directors take pleasure in presenting the Thirty - Third Annual Report of Canara Robeco Asset Management
Company Limited ("the Company") together with the Audited Financial Statement for financial year ended March 31, 2026.

FINANCIAL PERFORMANCE

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

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Total Revenue from Operations and other income	45,465.65	40,399.53
Total Expenses	17,260.88	14,132.70
Profit/(Loss) before depreciation	28,204.77	26,266.83
Depreciation	742.08	502.54
Profit/(Loss) before tax	27,462.69	25,764.29
Less: Provision for Income Tax	7,222.98	6,371.00
Less: Charge/(Credit) for deferred tax	(140.76)	322.85
Add/(less): Other comprehensive income	(7.81)	(26.79)
Total Comprehensive Income	20,372.66	19,043.65

For the year ended March 31, 2026, the revenue of the Company by way of management fees and other income earned was at
'' 45,465.65 Lakhs (previous year ended March 31, 2025: '' 40,399.53 Lakhs). The expense of the Company before depreciation was
at '' 17,260.88 Lakhs (previous year ended March 31, 2025: '' 14,132.70 Lakhs). The total comprehensive income of the Company
was at '' 20,372.66 Lakhs (previous year ended March 31, 2025: '' 19,043.65 Lakhs).

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

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the reserves
during the financial year ended on March 31, 2026.

REVIEW OF OPERATIONS

Total Annual Average Assets under Management for
FY 2025-26 was '' 1,17,64,779 Lakhs ('' 1,03,33,228 Lakhs for
FY 2024-25). For the year ended March 31, 2026, the income
from offshore advisory earned was '' 1,799.69 Lakhs (previous
year ended March 31, 2025: '' 1,648.66 Lakhs).

SCHEMES LAUNCHED

Two new schemes were launched during the financial year
ended March 31, 2026:

- Canara Robeco Multi Asset Allocation Fund; and

- Canara Robeco Banking and Financial Services Fund.

During the financial year ended March 31, 2026, no close
ended schemes matured and redeemed.

As on March 31, 2026, the Canara Robeco Mutual Fund
offered 27 schemes, of which 10 are debt-oriented schemes,
13 are equity-oriented schemes and 4 are hybrid schemes.

Change in Fundamental Attributes of the Schemes

During FY 2025-26, Canara Robeco Consumer Trends Fund
(erstwhile name of the Scheme) underwent changes in the
fundamental attributes and was subsequently renamed as
Canara Robeco Consumption Fund.

In connection with the aforesaid changes, SEBI communicated
its no-objection vide email dated January 22, 2026. Pursuant
thereto, the AMC issued a Notice-cum-Addendum dated
March 16, 2026, and separately communicated the proposed
changes to the Unit Holders of the Scheme. An exit option was
provided to the Unit Holders for a period of 30 calendar days,
from March 24, 2026 to April 22, 2026. The changes in the
fundamental attributes of the Scheme became effective from
April 23, 2026.

AWARDS & RECOGNITION

During FY 2025-26, the Company was honoured with
recognition at the AAFM Growth Multiplier FinFEST &
Awards 2025.

The Company received the following accolades:

- Investor Education Award for the Company''s "Nivesh
Bus Yatra" initiative, a nationwide investor awareness
and education campaign on wheels wherein the bus
was converted into a mobile classroom. The initiative

aimed to enhance financial literacy and promote
informed investment decisions among investors across
the country.

- Product Innovation Award for Company''s "Goal SIP"

campaign, recognized for its creative and innovative
approach for encouraging goal-based investing.

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
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), the Business Responsibility and
Sustainability Report (“BRSR”), for the financial year ended
March 31, 2026, forms part of this Annual Report.

SHARE CAPITAL AND LISTING

During the year under review, there was no change in the
authorized, issued, subscribed and paid-up equity share
capital of the Company, except for changes in shareholding
pursuant to an Initial Public Offering (“IPO”) comprising
an Offer for Sale by the promoters of the Company, viz,
Canara Bank and ORIX Corporation Europe N.V. (“OCE”),
was undertaken in compliance with applicable provisions
of the Companies Act, 2013 (“the Act”), and the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018.
Pursuant to the completion of the IPO, the equity shares of
the Company were listed on BSE Limited and National Stock
Exchange of India Limited with effect from October 16, 2025.

Consequent to the IPO, the shareholding of Canara Bank
reduced from 51% to 38% and OCE reduced from 49% to
37%.

During the year under review, the Company has not issued
any shares with differential rights as to dividend, voting or
otherwise and sweat equity shares.

DIVIDEND
Interim Dividend

The Board of Directors have declared interim dividend of
'' 1.50 per equity share (15% of face value of '' 10/- each) for
the financial year ended March 31, 2026.

Final Dividend

The Board of Directors have recommended payment of final
dividend of '' 2.50 per equity share (25% of face value of
'' 10/- each) for the financial year ended March 31, 2026. The
payment of final dividend is subject to approval of members
at the ensuing Annual General Meeting (“AGM”) and shall be
subject to deduction of income tax at source.

The dividend pay-out ratio for the said dividend for the year
ended March 31, 2026 is 39.14%.

The dividend recommended is in accordance with the
Company''s Dividend Distribution Policy. The Policy is
available on the Company''s website at https://www.
canararobeco.com/wp-content/uploads/2025/04/CRAMC-
Dividend-Distribution-Policv-1.pdf in terms of Regulation
43A of Listing Regulations.

Unclaimed Dividend on Shares

As on March 31, 2026, unclaimed - interim dividend
amounting to '' 98,866.50 which has not been claimed
by members of the Company and is lying in the Unpaid
Dividend Account of the Company.

In terms of the provisions of Section 124(5) of the Act read
with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), the Company is statutorily required to transfer to
the Investor Education and Protection Fund ("IEPF"), all
dividends remaining unclaimed for a period of seven (7)
years from the date of their transfer to the Unpaid Dividend
Account. Accordingly, the unclaimed Interim Dividend for
the financial year ended March 31, 2026, shall be transferred
to the IEPF on or after January 17, 2033, being the date
immediately following the expiry of seven (7) years from the
date of its transfer to the Unpaid Dividend Account, within
the timelines prescribed under the IEPF Rules.

Statement containing the names, last known addresses of
those members whose dividend is unpaid has been disclosed
on the Company''s website at https://www.canararobeco.
com/company/shareholder-corner/unclaimed-and-unpaid-
dividends/

Such Members whose dividends remained unclaimed are
requested to submit their claims to MUFG Intime India
Private Limited, Registrar and Transfer Agent ("RTA") of the
Company without further delay.

The details of Nodal Officer appointed under the provisions
of IEPF Rules are available on the website of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANY

As per the Act, the Company do not have any subsidiary/
associate company.

Further, consequent to completion of of IPO and listing of
equity shares of the Company on the Stock Exchanges on
October 16, 2025, the shareholding of Canara Bank in the
Company reduced to 38% of the paid-up share capital and
the Company ceased to be Subsidiary Company of Canara
Bank.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to

identify, evaluate and control risks. The key risks identified by

the Company and the controls envisaged and implemented

by the Company are as under:

- Risks relating to Asset Management business:

The Policy evolved and implemented to cover various
risks associated with the management of schemes
of Canara Robeco Mutual Fund including market
risk, credit & default risk, funding liquidity risk, asset
liquidity risk and interest rate risk.

- Operational Risk

The Company has well defined policies as well as
documented process descriptions and documented
operational procedures on operational risk
management.

- Business Continuity Risk

To ensure availability of critical systems even during
disasters such as fire, earthquakes, or national incidents
like pandemic illnesses, the Company has prepared the
business continuity plan which is being monitored and
updated on a regularly basis. The Company''s Disaster
Recovery ("DR") Procedure document enumerates
the detailed plan to recover and restore partially
or completely interrupted critical functions within
a predetermined time after a disaster or extended
disruption. The Company also conducts regular DR
tests to ensure the availability of critical systems.

- Reputation Risk

The Company has placed well defined systemic checks
and controls in place so that no activity, action or stance
performed or taken by the Company or its officials may
result in the impairment of its image in the community
and/or the long-term trust placed in the organization
by its stakeholders and/or the scheme investors.

- Compliance risk

The Company has a compliance officer and has also
implemented wherever feasible system-controlled
compliance checks. The Company is also subjected
to a monthly regulatory compliance review by internal
auditors, and the reports are being placed before the
Board of Directors.

- Strategic risk

The Board of Directors are kept abreast of the changes
in the operating and business environments on an
ongoing basis. Any new initiative/change in the
business approach is discussed and approved by the
Board of Directors before implementation.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH RESPECT TO FINANCIAL STATEMENTS

The Company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. The financial controls
are operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement.

Necessary certification in this regard has been issued by
the Managing Director & CEO and Chief Financial Officer
to the Board of Directors in terms of Regulation 17 read with
Schedule II Part B of the Listing Regulations.

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.canararobeco.com/wp-content/uploads/2026/06/
Annual-Return-MGT-7-2025-26.pdf

EMPLOYEE STOCK OPTIONS

Basis the recommendation of the Nomination and
Remuneration Committee ("NRC"), the Board of Directors at
its meeting held on March 28, 2025 had approved the adoption
and implementation of the CRAMCL Employee Stock
Option Scheme 2025 ("ESOP-2025"/"Scheme") to or
for eligible employees of the Company, in terms of the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB Regulations"), which has been
approved by the members at the Extra-ordinary General
Meeting held on April 04, 2025. The Scheme shall continue
to be in force until (i) its termination by the Board of Directors
or NRC as per provisions of Applicable Laws, or (ii) the
date on which all of the Options available for Grant under
the Scheme have been issued and exercised, whichever is
earlier.

The Exercise Period for Vested Options shall be maximum
of 5 (Five) years commencing from the date of Vesting of
Options, or such other shorter period as may be prescribed
by NRC at the time of Grant.

The Scheme became effective from the date of listing of
equity shares i.e. October 16, 2025. Post listing of equity
shares as required under SBEB Regulations, the Scheme
was ratified by the members by way of resolution passed
through postal ballot on December 07, 2025.

A maximum of 39,88,348 (Thirty nine lakh eighty eight
thousand three hundred and forty eight) stock options may
be offered and granted under the aforesaid Scheme, which

on exercise, would entitle not more than 39,88,348 (Thirty
nine lakh eighty eight thousand three hundred and forty
eight) equity shares of face value of '' 10/- (Rupees Ten Only)
each of the Company.

During FY 2025-26, the Company has granted 14,55,109
stock options exercisable into not more than 14,55,109 of
equity shares of the Company of face value of '' 10/- (Rupees
Ten Only) each fully paid-up to the identified employees of
the Company. No employee was issued stock options, during
the year equal to or exceeding 1% of the issued capital of the
Company at the time of grant.

The disclosures as required under the SBEB Regulations
have been placed on the website of the Company at
https://www.canararobeco.com/wp-content/
uploads/2026/06/ESOP-Disclosure.pdf.

Further, the certificate required under Regulation 13 of
the SBEB Regulations from the Secretarial Auditors of the
Company that the above Scheme have been implemented
in accordance with the SBEB Regulations will be available at
the ensuing AGM for inspection.

DEPOSITS

During FY 2025-26, the 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.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments in contravention
of Section 186 of the Act; or given any loan or guarantee
or provided any security to any person or body corporate
during the financial year.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted Whistle Blower Policy (Vigil
Mechanism) which envisages reporting by directors and
employees about their genuine concerns or grievances. The
said policy also provides direct access to the Chairperson of
the Audit Committee. The policy is available on the website
of the Company at the link Whistle-Blower-Policy.pdf. The
vigil mechanism is overseen by the Audit Committee.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for the
Board of Directors and Senior Management Personnel. All
members of the Board and Senior Management Personnel
have affirmed compliance with the said Code of Conduct for
FY 2025-26.

The declaration to this effect signed by the Managing
Director & CEO of the Company forms part of this Report.

RELATED PARTY TRANSACTIONS

During the financial year, the Company has entered into
transactions with related parties as defined under Section
2(76) of the Act read with the Companies (Specification
of Definitions Details) Rules, 2014, Listing Regulations
and applicable Accounting Standards, which were in the
ordinary course of business and on arm''s 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.canararobeco.com/
wp-content/uploads/2025/04/Policy-on-Related-Party-
Transactions.pdf.

None of the transactions with related parties falls under the
scope of Section 188(1) of the Act.

During the year, there were no material transactions with
any related parties as per the provisions of the Act and Policy
on Related Party Transactions or any other related party
transactions entered into by the Company that requires
disclosure in Form AOC-2, hence, disclosure in Form AOC-2
is not applicable to the Company.

Further, 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors

As on March 31, 2026, the Board of Directors of the
Company comprises of 10 (ten) Directors consisting of
6 (six) Independent Directors, 3 (three) Non-Executive Non¬
Independent Directors and 1 (one) Managing Director &
CEO.

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Kiyoshi Habiro
Non-Executive Non-Independent Director, is liable to retire
by rotation at the ensuing AGM of the Company and being
eligible has offered himself for re-appointment.

Further, the Board of Directors based on the recommendation
of the NRC, approved re-appointment of Mr. Ravindran
Menon as an Independent Director, not liable to retire
by rotation, to hold office for a second term of 3 (three)
consecutive years, up to October 19, 2029 subject to approval
of the members of the Company at the ensuing AGM.

Necessary proposal for their re-appointment has been
placed for the approval at the ensuing AGM. The brief profile
has been detailed in the Notice convening the 33^rd AGM of
the Company. The Directors recommend re-appointment of
Mr. Kiyoshi Habiro as a Non-Executive Non-Independent
Director and Mr. Ravindran Menon as an Independent
Director of the Company for the second term of 3 (three)
consecutive years.

During FY 2025-26, the members of the Company, vide
resolutions passed at the AGM held on July 28, 2025,
approved:

- appointment of Mr. Santanu Kumar Majumdar as Non¬
Executive Non-Independent Director of the Company
with effect from July 28, 2025;

- appointment of Mr. Vijay Walia as an Independent
Director of the Company for a term of 3 (three) years
commencing from July 28, 2025 till July 27, 2028; and

- re-appointment of Mr. Agyey Kumar Azad as an
Independent Director of the Company for a second
term of 3 (three) years upto August 08, 2028.

In the opinion of the Board of Directors, Mr. Santanu
Kumar Majumdar, Mr. Vijay Walia and Mr. Agyey Kumar
Azad, possess requisite expertise, integrity, experience and
proficiency.

Further, during the financial year, Mr. Debashish Mukherjee
Non-Executive Non-Independent Director and
Mr. K Satyanarayana Raju, Non-Executive Non-Independent
Director resigned from the Board of Directors with effect
from May 31, 2025 and December 31, 2025, respectively, due
to their superannuation from the services of Canara Bank
(Promoter of the Company).

The Directors place on record their deep appreciation of the
services rendered by them.

The Company has received declarations from all the
Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed
under the Act and the Listing Regulations; and

b) they have registered their names in the Independent
Directors'' Databank.

In the opinion of the Board, the Independent Directors fulfil
the conditions specified in the Act and are independent of
the Management.

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

As on the date of this Report, the following are the key
managerial personnels of the Company, 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:

- Mr. Rajnish Narula, Managing Director & CEO;

- Mr. Ashwin Purohit, Chief Financial Officer; and

- Ms. Hemangi Patil, Company Secretary.

The Board of Directors of the Company at its Meeting
held on March 11, 2026, had approved the appointment of
Ms. Hemangi Patil as Company Secretary (Key Managerial
Personnel) under the Act with effect from April 01, 2026.
Further, Mr. Ashutosh Vaidya, erstwhile Company Secretary
(Key Managerial Personnel) had resigned from the services
of the Company and ceased to be Company Secretary
w.e.f. close of business hours of March 31, 2026.

Number of meetings of the Board and Committees

During FY 2025-26, 13 (thirteen) meetings of the Board of
Directors of the Company were held. The details of Meetings
of Board and Committees held during the financial year,
attendance of Directors at the meetings and constitution of
various Committees of the Board are included separately in
the Corporate Governance Report, which forms part of the
Annual Report.

NOMINATION AND REMUNERATION POLICY

In terms of the requirements under the Act and Listing
Regulations, the Company has in place a Nomination and
Remuneration Policy, inter-alia, detailing the director''s
appointment, remuneration, criteria for determining
qualifications, attributes, independence of a director and
other matters. The remuneration paid to the Directors, Key
Managerial Personnel and Senior Management is as per the
Nomination and Remuneration Policy of the Company. The
said Nomination and Remuneration Policy of the Company
is available on the website of the Company at https://
www.canararobeco.com/wp-content/uploads/2025/10/
Nomination-and-Remuneration-Policy CRAMC.pdf.

PARTICULARS OF EMPLOYEES'' REMUNERATION

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report.
In terms of Section 136 of the Act, the same would be available
for inspection during working hours at the Registered Office

of the Company till the date of AGM. A copy of this statement
may be obtained by the members by writing to the Company
Secretary of the Company.

The ratio of the remuneration of each Director and employees
of the Company as required under the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is attached as Annexure 1 to this Report.

PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES OF THE BOARD AND DIRECTORS

Pursuant to the provisions of the Act, the Listing Regulations
and the Company''s Policy on Performance Evaluation,
the annual evaluation of the Board, its Committees and
individual Directors, including the Chairman and Managing
Director & CEO, was carried out for FY 2025-26.

The evaluation was conducted through a structured
process comprising detailed questionnaires, based on
defined criteria covering Board composition, effectiveness
of deliberations and decision-making, governance and risk
oversight, regulatory compliance, leadership effectiveness
and contribution of Directors.

The Independent Directors, at their separate meeting,
evaluated the performance of the Non-Independent
Directors, the Chairman and the Board as a whole and
provided their feedback. The Board, taking into account
such evaluation and feedback, assessed the performance of
its Committees and individual Directors.

The Board confirms that the evaluation process was
robust, transparent and in line with applicable regulatory
requirements. Based on the outcome, the performance of the
Board, its Committees and individual Directors was found
to be effective. The feedback arising from the evaluation
has been noted for further strengthening of governance
practices.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company has constituted Corporate Social
Responsibility ("CSR") Committee and statutory disclosures
with respect to the CSR Committee and Annual Report on
CSR Activities forms part of this Report as Annexure 2.

The CSR Policy is available on the website of the Company
and can be accessed atCSR-POLICY-27.04.2026.pdf.

AUDITORS
Statutory Auditors

In terms of Section 139 of the Act, the Statutory Auditors of
the Company are appointed by the Comptroller and Auditor
General of India, New Delhi ("C&AG"). In terms of Section
142 of the Act, the remuneration of Auditors appointed under
Section 139 of the Act by C&AG, is fixed by the Company at
the General Meeting.

Accordingly, M/s. Borkar & Muzumdar, Chartered
Accountants, were appointed by C&AG as the Statutory
Auditors of the Company for FY 2025-26 and their
remuneration was approved by the members of the Company
at the 32^nd AGM of the Company.

There are no qualifications, reservations or adverse remarks
made by the Statutory Auditors in the audit report for
FY 2025-26.

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

Appointment of Statutory Auditors

Consequent to completion of IPO and listing of equity shares
of the Company on the Stock Exchanges on October 16,
2025, the shareholding of Canara Bank (public sector bank)
in the Company reduced to 38% of the paid-up capital and
the Company no longer qualifies as "Government Company"
or "Government controlled other Company" Accordingly, the
provisions relating to appointment of auditors by C&AG are
no longer applicable to the Company.

In view of the same, the Board of Directors of the Company,
basis recommendation of the Audit Committee of the
Company, appointed M/s. Borkar & Muzumdar, Chartered
Accountants (Firm Registration No. 101569W) as the
Statutory Auditors of the Company in terms of Section 139
of the Act read with the Companies (Audit and Auditors)
Rules, 2014, for a term of 3 (three) consecutive years i.e. from
the conclusion of 33^rd AGM until the conclusion of 36^th AGM
of the Company, subject to approval of the members at the
ensuing AGM.

Secretarial Auditors

In terms of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and in terms of the Listing Regulations, the
Board of Directors at its meeting held on July 17, 2025 has

recommended the appointment of M/s. Makarand M. Joshi
& Co., Company Secretaries as the Secretarial Auditors of
the Company for a term of 5 (five) consecutive financial
years commencing from April 01, 2025 till March 31, 2030.
The appointment has been approved by the members of the
Company at 32^nd AGM. The Secretarial Audit Report forms
part of this Report as Annexure 3.

There were no material qualifications, reservations or adverse
comments or disclaimer made by the Secretarial Auditors in
their audit report, except there is delay in recording entries
of designated persons with the designated depository in
accordance with the SEBI Circular dated September 09,
2020. The Board commented that delay was a one-time
procedural lapse arising during the transition phase of the
Company becoming listed entity and there was no impact
on the overall compliance framework relating to insider
trading regulations. The Company has since completed
recording of entries with designated depository and has
further strengthened its internal processes to ensure timely
compliance.

Reporting of frauds by Auditors

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

Internal Auditors

M/s. Mukund M. Chitale & Co., were appointed as an Internal
Auditors of the Company for FY 2025-26.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& 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:

(i) Conservation of energy and technology absorption:

The Company is in financial services industry and
does not consume high levels of energy. However,
regular efforts are made to adopt appropriate energy
conservation measures and technology absorption
methods.

(ii) Foreign Exchange, earnings and expenditure during
the year:

- Earnings in foreign currency aggregated to
'' 1,799.69 Lakhs (previous year: '' 1,648.66 Lakhs).

- Expenditure in foreign currency aggregated to
'' 3012.77 Lakhs (previous year: '' 2,994.38 Lakhs).

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

No significant material orders were passed by the Regulators
or Courts or Tribunals which would impact the going concern
status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, it is hereby confirmed
that:

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

b) the Directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that 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 financial year and of the
profit of the Company for that period;

c) the Directors had taken proper and sufficient care
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;

d) the Directors had prepared the annual accounts on a
going concern basis;

e) the Directors, had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company is committed to fostering a safe, respectful and
inclusive Workplace where all its Employees can work free
from discrimination, gender bias and any form of harassment,
including sexual harassment. The Company upholds a zero-
tolerance policy towards any form of sexual harassment at
the Workplace or in work-related settings. The Company
has formed a Policy on Prevention of Sexual Harassment at
Workplace, in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act") and the rules framed
thereunder.

The Company has constituted Internal Complaints
Committee to redress and resolve any complaints arising
under the POSH Act.

The Company had conducted the trainings on prevention of
sexual harassment of women at workplace for all employees
of the Company for FY 2025-26.

During the year, no complaints pertaining to sexual
harassment were received by the Internal Complaints
Committee.

DISCLOSURES OF VOTES CAST BY MUTUAL FUNDS

The disclosure of votes cast by Canara Robeco Mutual Fund
in respect of resolutions passed in shareholders'' meetings
and Postal ballots of the investee companies during FY
2025-26 can be viewed at the following link: https://www.
canararobeco.com/statutory-disclosures/voting-right-
policy.

WEBSITE DISCLOSURE

In compliance with Regulation 46 of the Listing Regulations,
the Company maintains a functional website where
necessary information/disclosures/intimations etc. are

disclosed from time to time. The statutory disclosures under
the said regulation are available on Company''s website at
https://www.canararobeco.com/company/shareholder-
corner/disclosure-under-regulation-46-of-sebi-lodr-
regulations-2015/.

CODE FOR PREVENTION OF INSIDER TRADING

"Code of Conduct for Prevention of Insider Trading in the
Shares of Canara Robeco Asset Management Company
Limited" provides a framework which deals with the internal
procedures and conduct in dealing with the securities of
the Company. The Code has been formulated in compliance
with SEBI (Prohibition of Insider Trading) Regulations, 2015
("PIT Regulations") and amendments thereto. Pursuant
to the above, the Company has put in place adequate and
effective system of internal controls to ensure compliance
with the requirements of PIT Regulations.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions
of the Maternity Benefits Act, 1961.

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 Managing Director &
CEO of the Company from its Holding Company and
Subsidiary Company.

- The Company is not required to maintain cost records
as per Section 148(1) of the Act.

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

- The Company has not availed any loans from banks
or financial institutions and accordingly no one-time
settlement was entered into with any bank or financial
institution during the financial year under review.

- Details of the various Committees of the Board of
Directors including their composition are provided in
the Report of the Directors on Corporate Governance,
which forms part of this report.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to thank
investors, members, trustee company, bankers, distributors,
key partners, Investor Service Centres and other service
providers for their continued support.

The Board of Directors takes this opportunity to place on
record their gratitude for the support and guidance received

from trustee company, confidence reposed by the investor
community and the dedicated work put in by the employees
at all levels in the Company. The Board of Directors would
like to convey its gratitude to Canara Bank and ORIX
Corporation Europe N.V., promoters of the Company.

The Board of Directors acknowledges 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 also acknowledges the faith reposed in Canara
Robeco Mutual Fund by its investors and look forward to
their continued support.

For and on behalf of the Board of
Canara Robeco Asset Management Company LimitedSantanu Kumar Majumdar

Place: Mumbai Chairman

Date: April 27, 2026 (DIN: 08223415)

Registered Office:

Construction House, 4^th Floor, 5, Walchand Hirachand
Marg, Ballard Estate, Mumbai - 400 001, Maharashtra,

India

---

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty Second Annual Report of Canara Robeco Asset Management Company Limited ("the Company")
together with the Audited Financial Statement for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

	Year ended 31st March, 2025 ('' Lakhs)	Year ended 31st March, 2024 ('' Lakhs)
Total Revenue from Operations and other income	40,399.53	31,878.34
Total Expenses	14,132.7	11,881.97
Profit/(Loss) before depreciation	26,266.83	19,996.37
Depreciation	502.54	478.03
Profit/(Loss) before tax exceptional items and tax	25,764.29	19,518.34
Less : Prior Period Items	Nil	Nil
Profit/(Loss) before tax	25,764.29	19,518.34
Less : Provision for Income Tax	6,371.00	4,300.00
Less: Charge/(Credit) for deferred tax	322.85	118.85
Add/(less) : Other comprehensive income	(26.79)	(12.71)
Total Comprehensive Income	19,043.65	15,086.78

ANNUAL RETURN

The annual return of the Company as required under Section 92(3) & 134 (3)(a) of the Companies Act, 2013 is available on the website of the Company
at https://www.canararobeco.com/documents/statutory-disdosures/annual-reports-returns/annual-return/.

STATE OF COMPANY AFFAIRS

For the year ended March 31, 2025, the revenue of the Company by way of management fees and other income earned was at '' 40,399.53 Lakhs
(previous year ended March 31, 2024: '' 31,878.34 Lakhs). The expense of the Company before depreciation was at '' 14,132.70 Lakhs (previous year
ended March 31, 2024: '' 11,881.97 Lakhs). The Total Comprehensive income of the Company was at '' 19,043.65 Lakhs (previous year ended March 31,
2024: '' 15,086.78 Lakhs). The average net assets under management (AAUM) stood at '' 1,01,895.45 Crores (previous year ended March 31, 2024: ''
88,077.84 Crores). For the year ended March 31, 2025, the income from offshore advisory earned was '' 1,648.66 Lakhs (previous year ended March
31, 2024: '' 877.18 Lakhs).

Dividend
Interim Dividend:

The Board of Directors, in their meeting held on October 22, 2024, declared interim dividend of '' 1/- per equity share aggregating to '' 1,994.17 lakhs
for the year ended March 31, 2025.

Final Dividend:

The Board of Directors of the Company has proposed declaration of final dividend at '' 1.5 per equity share amounting to '' 2,991.26 lakhs for FY 2024-25.
TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to any reserve during the financial year end March 31, 2025.

SHARE CAPITAL

At the Extra-ordinary General Meeting of the Company held on September 19, 2024, it was decided to capitalise a sum of '' 1,49,56,30,710/- by way of
issue of bonus shares of '' 10/- each to existing shareholders'' in the proportion of three new shares for every one shares held. Pursuant to this, 7,62,77,166
equity shares were issued as bonus shares to Canara Bank and 7,32,85,905 equity shares were issued as bonus shares to ORIX Corporation Europe N.V.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO FINANCIAL STATEMENTS

The Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.
The financial controls are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

There has been no change in the legal status or constitution of the Company during the financial year under review. There has been no change in
the financial year of the Company during FY 2024-25. As per the Companies Act, 2013 ("the Act"), the Company has neither any subsidiary/associate
company. The Company continues to be a subsidiary of Canara Bank.

OPERATIONS:

Schemes Launched

The following scheme was launched during the financial year ended March 31, 2025:

Name	Type	Initial Subscription (Rs.) In Crores
Canara Robeco Balanced Advantage Fund	An Open-Ended Dynamic Asset Allocation Fund	1,296.75

Change in Fundamental Attributes of the Schemes

No change in the Fundamental Attribute of the Schemes during the financial year ended March 31, 2025.

Schemes Closed

During the financial year ended March 31, 2025, no close ended schemes matured and redeemed.

As on March 31, 2025, the Company has been managing 25 schemes of Canara Robeco Mutual Fund, of which 10 are debt-oriented schemes, 12 are
equity-oriented schemes and 3 are hybrid schemes.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company, being a non-banking non-financial Company, has no specific comments on conservation of energy and technology absorption in terms of
the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rues, 2014. Your Company has, however,
used information technology relevant to its business in keeping with the size of its operations.

The Foreign Exchange Earnings and Expenditure is as follows:

• Earning in foreign currency aggregated to '' 1,648.66 Lakhs (previous year: '' 877.18 Lakhs).

• Expenditure in foreign currency aggregated to '' 2,994.38 Lakhs (previous year: '' 2,053.15 Lakhs).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. BOARD OF DIRECTORS

The Board of the Company currently comprises 9 (Nine) Directors consisting of 5 (five) Independent Directors, 3 (three) Non-Executive Non-Independent

Directors and the Managing Director & CEO.

Current Composition of Board of Directors:

1. Mr. K Satyanarayana Raju, Non-Executive Director & Chairman (DIN: 08607009)

2. Mr. Rajnish Narula, Managing Director & Chief Executive Officer (DIN: 03607363)

3. Mr. Kiyoshi Habiro, Non-Executive Director (DIN: 09470886)

4. Mr. Tim van Hest, Non-Executive Director (DIN: 08601024)

5. Mr. Agyey Kumar Azad, Independent Director (DIN: 08985570)

6. Mr. Ravindran Menon, Independent Director (DIN: 00016302)

7. Mr. Suhail Chander, Independent Director (DIN: 06941577)

8. Ms. Nirmala Sridhar, Independent Director (DIN: 07076059)

9. Ms. Anuradha Nadkarni, Independent Director (DIN: 05338647)

Changes in the composition of the Board of Directors:

During the year, the following changes took place in the composition of the Board of Directors:

A. Appointment:

1. The Board of Directors, at its meeting held on September 19, 2024, based on the recommendation of Nomination & Remuneration
Committee, appointed Mr. Rajnish Narula (holding Director Identification Number: 03607363) as the Managing Director & Chief Executive
Officer of the Company with effect from September 19, 2024, subject to approval from the Shareholders of the Company. Subsequently,
the Shareholders of the Company, at the Extra-ordinary General Meeting held on September 19, 2024, approved the appointment of Mr.
Rajnish Narula (holding Director Identification Number: 03607363) as the Managing Director & Chief Executive Officer of the Company

2. The Board of Directors, at its meeting held on September 19, 2024, based on the recommendation of Nomination & Remuneration Committee,
appointed Ms. Nirmala Sridhar (holding Director Identification Number: 07076059) as an Independent Director (Additional Director) of
the Company with effect from September 19, 2024 for a term of three years, subject to approval from the Shareholders of the Company.
Subsequently, the Shareholders of the Company, at the Extra-ordinary General Meeting held on April 4, 2025, ratified the appointment of
Ms. Nirmala Sridhar (holding Director Identification Number: 07076059) as the Independent Director of the Company for a term of three
years.

3. The Board of Directors, vide its circular resolution passed on November 13, 2024, based on the recommendation of Nomination &
Remuneration Committee, appointed Ms. Anuradha Nadkarni (holding Director Identification Number: 05338647) as an Independent
Director (Additional Director) on the Board of Directors of the Company with effect from November 13, 2024 for a term of three years. The
Shareholders of the Company, at the Extra-ordinary General Meeting held on April 4, 2025, ratified the appointment of Ms. Anuradha
Nadkarni (holding Director Identification Number: 05338647) as the Independent Director of the Company for a term of three years.

4. The Board of Directors, based on the recommendation of Nomination & Remuneration Committee, re-appointed Mr. Suhail Chander (holding
Director Identification Number: 06941577), as an Independent Director on the Board of Directors of the Company for the second term of

three consecutive years with effect from the approval of Shareholders of the Company. Subsequently, the Shareholders of the Company,
at the Annual General Meeting held on July 22, 2024, approved the appointment of Mr. Suhail Chander (holding Director Identification
Number: 06941577) as the Independent Director of the Company for a term of three years.

B. Resignation:

• Mr. Pramod Kumar Sharma (holding Director Identification Number: 09293359) ceased to be an Independent Director with effect from
end of business hours on August 30, 2024.

• Mr. Debashish Mukherjee - Non-Executive Non-Independent Director (holding Director Identification Number: 08193978) resigned from
the Board of Directors with effect from May 31, 2025 due to superannuation from the services of the Canara Bank.

Your Directors place on record their deep appreciation of the services rendered by Mr. Pramod Kumar Sharma (holding Director Identification
Number: 09293359) and Mr. Debashish Mukherjee (holding Director Identification Number: 08193978).

C. Declaration of Independence:

As per the provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and the terms of appointment of
Independent Directors are governed by the provisions of the Companies Act, 2013. All Independent Directors have given declarations that they
meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 as amended which has been relied on by the
Company and were placed at the Board Meeting of the Company. In the opinion of the Board, the Independent Directors fulfil the conditions
specified in the Companies Act, 2013 and are independent of the Management.

D. Retirement by rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Tim Van Hest (holding Director Identification Number DIN: 08601024) would retire by
rotation at the ensuing Annual General Meeting and is eligible for reappointment. Mr. Tim Van Hest (holding Director Identification Number
DIN: 08601024) has offered himself for re-appointment.

E. Disclosure of relationships between Directors inter-se:

There were no inter-se relationships between any of the Directors of the Company:

F. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Rajnish Narula (Managing Director & CEO), Mr. Ashwin Purohit (Chief
Financial Officer) and Mr. Ashutosh Vaidya (Company Secretary) are Key Managerial Personnel (KMP) of the Company. During FY 2024- 2025,
Mr. Rajnish Narula, Manager & Chief Executive Officer was appointed as Managing Director & Chief Executive Officer from September 19, 2024
till 25th September 2028.

G. Senior Managerial Personnel

CRAMC at its Board meeting held on 28th March 2025 identified the following as the Senior Managerial Personnel:

Name of the officer/personnel Designation

Ms. Hilde Faber Chief Operating Officer

Mr. Avnish Jain Head Fixed Income

Mr. Gaurav Govind Goyal Head - Sales & Marketing

Mr. Shridatta Bhandwaldar Head - Equities

Ms. Upasna Saboo Head - Human Resource

H. Meetings of the Board of Directors:

During the financial year ended March 31, 2025, seven meetings of the Board of Directors were held on April 23, 2024, July 22, 2024, September
19, 2024, October 22, 2024, December 20, 2024, January 21, 2025 and March 28, 2025 to review financials, the performance of company,
Compliance mechanism and other activities related to the company.

2. COMMITTEES OF THE BOARD OF DIRECTORS:

a. Audit Committee:

In compliance with Section 177 of the Companies Act 2013, the Board of Directors has constituted an Audit Committee.

Current Composition of Committee:

1. Ms. Nirmala Sridhar (DIN: 07076059) - Independent Director & Chairman

2. Mr. Tim Van Hest (DIN: 08601024) - Non-Executive Director

3. Mr. Suhail Chander (DIN: 06941577) - Independent Director

4. Mr. Ravindran Menon (DIN: 00016302) - Independent Director

5. Mr. Agyey Kumar Azad (DIN: 08985570) - Independent Director

Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of the Audit Committee with effect
from May 31, 2025.

The Committee reviews the financials of the Company, the financials of schemes, regulatory inspection reports of the Company, reports of the
internal and statutory auditors placed before them, from time to time.

During the financial year, there have been no instances where the Board has not accepted the recommendation of the Audit Committee of the
Board.

Meetings of the Audit Committee:

During the financial year ended March 31, 2025, four meetings of the Audit Committee were held on April 23, 2024, July 22, 2024, October
22, 2024 and January 21, 2025 to review financials, audit reports and other activities related to the company.

b. Risk Management Committee:

For effective management of affairs of the Company, the Board of Directors has constituted Risk Management Committee.

Current Composition of the Risk Management Committee:

1. Mr. Tim Van Hest (DIN: 08601024) - Non-Executive Director

2. Mr. Suhail Chander (DIN: 06941577) - Independent Director

3. Ms. Nirmala Sridhar (DIN: 07076059) - Independent Director

Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of the Risk Management Committee
with effect from May 31, 2025.

The Committee reviews the Risk Management framework and other reports, from time to time.

Meetings of the Risk Management Committee:

During the Financial year 2024-25, four meetings of Risk Management Committee were held on April 23, 2024, July 22, 2024, October 22,
2024 and January 21, 2025 to review risk related framework & other reports.

c. Corporate Social Responsibility Committee:

In compliance with Section 135 of the Companies Act 2013 read with Schedule VII thereto, The Board of Directors has constituted a Corporate
Social Responsibility Committee ("CSR Committee").

Current Composition of the CSR Committee:

1. Mr. Kiyoshi Habiro (DIN: 09470886) - Non-Executive Director

2. Mr. Suhail Chander (DIN: 06941577) - Independent Director

3. Mr. Agyey Kumar Azad (DIN: 08985570) - Independent Director

Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of the CSR Committee with effect from
May 31, 2025.

Meetings of the Committee:

During the Financial year 2024-25, a meeting of CSR Committee was held on 22nd July, 2024.

CSR Policy:

Further, in compliance with the aforesaid provisions and the Companies (Corporate Social Responsibility Policy) Rules 2014, Your Company has
also formulated a Corporate Social Responsibility Policy which is available on the website of the Company at https://www.canararobeco.com/
wp-content/uploads/2025/04/CSR-P0LICY-Updated-04.04.2025-1.pdf
CSR Activities:

The Report on CSR activities, undertaken during FY 2024-25, as required under the Companies (Corporate Social Responsibility Policy) Rules,
2014 has been appended as Annexure I and forms integral part of this Report.

d. Nomination and Remuneration Committee:

In compliance with Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Nomination and Remuneration Committee.
Current Composition of the Nomination and Remuneration Committee:

1. Mr. Agyey Kumar Azad (DIN: 08985570) - Independent Director & Chairman

2. Mr. Kiyoshi Habiro (DIN: 09470886) - Non-Executive Director

3. Mr. Suhail Chander (DIN: 06941577) - Independent Director

4. Ms. Nirmala Sridhar (DIN: 07076059-) - Independent Director

5. Ms. Anuradha Nadkarni (DIN: 05338647) - Independent Director

Mr. Agyey Kumar Azad - Independent Director appointed as Chairman of Nomination and Remuneration Committee with effect from April 4, 2025.
Ms. Anuradha Nadkarni- Independent Director appointed as Member of Nomination and Remuneration Committee with effect from April 4, 2025.
Ms. Nirmala Sridhar- Independent Director appointed as Member of Nomination and Remuneration Committee with effect from April 4, 2025
Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of the Nomination and Remuneration
Committee with effect from May 31, 2025.

Meetings of the Committee:

During the financial year ended March 31, 2025, three meetings of Nomination and Remuneration Committee were held on April 23, 2024,
September 19, 2024 and March 28, 2025.

Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.canararobeco.com/
documents/statutory-disclosures/policies/nr-policy/.

e. Unit Holders'' Protection Committee Meeting:

In compliance with SEBI (Mutual Funds) Regulations, 1996, the Board of Directors have constituted the Unit Holder''s Protection Committee
("UHPC").

Current Composition of the UPHC:

1. Mr. Agyey Kumar Azad (DIN: 08985570) - Independent Director & Chairman

2. Ms. Nirmala Sridhar (DIN: 07076059) - Independent Director

3. Mr. Tim Van Hest (DIN: 08601024) - Non-Executive Director

4. Mr. Suhail Chander (DIN: 06941577) - Independent Director

5. Mr. Ravindran Menon (DIN: 00016302) - Independent Director

Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of UPHC with effect from May 31, 2025.
The Committee is primarily formed to protect the interests of unit holders across all products and services provided by the company.

Meetings of the Committee:

During the financial year ended March 31, 2025, four meetings of Unit Holder''s Protection Committee were held on July 22, 2024, October 22,
2024, January 21, 2025 and March 28, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) & Section 134(5) of the Companies Act, 2013, your Directors, based on the representation received from the Management
Team, confirm that:

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that 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 financial year and of the profit and loss of the company for
that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies
Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis; and

(e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating
effectively.

PERFORMANCE EVALUATION

Your Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors. It covers the areas
relevant to the functioning of Independent Directors or other directors, members of the Board or Committees of the Board. Pursuant to the provisions
of the Companies Act, 2013, the evaluation was carried through a structured questionnaire covering various aspects of functioning such as adequacy
of the composition of the Board and its Committees, execution and performance of duties and responsibilities and governance.

A separate meeting of Independent Directors without the presence of Non-Independent Directors and the management team was held on March 28,
2025 as per the provisions of Schedule IV of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, evaluate and control risks. The key risks identified by the Company and the controls
envisaged and implemented by the company are as under:

a. Risks relating to Asset Management business:

The Policy is evolved and implemented to cover various risks associated with the management of schemes of Canara Robeco Mutual Fund including
market risk, credit & default risk, funding liquidity risk, asset liquidity risk and interest rate risk.

b. Operational Risk

The company has well defined policies on operational risk management, as well as documented process descriptions and documented operational
procedures.

c. Business Continuity Risk

To ensure availability of critical systems even during disasters like building fires, regional incidents like earthquakes, or national incidents like
pandemic illnesses the company has prepared and regularly updates the business continuity plan. The company''s Disaster Recovery Procedure
document enumerates how the company will recover and restore partially or completely interrupted critical functions within a predetermined time
after a disaster or extended disruption. The company also conducts regular DR tests to ensure the availability of critical systems.

d. Reputation Risk

The company has placed well defined systemic checks and controls in place so that no activity, action or stance performed or taken by a company
or its officials may result in the impairment of its image in the community and/or the long-term trust placed in the organization by its stakeholders
and /or the scheme investors.

e. Compliance risk

The company has a compliance officer and has also implemented wherever feasible system -controlled compliance checks. The company is also
subjected to a monthly regulatory compliance review by internal auditors and the reports are being placed before the Board.

f. Strategic risk

The Board is kept abreast of the changes in the operating and business environments on an ongoing basis. Any new initiatives / change in the
business approach is discussed and approved by the Board before implementation.

PARTICULARS OF EMPLOYEES'' REMUNERATION

The Information as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is maintained at the registered
office of the Company. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the registered
office of the Company.

STATUTORY AUDITORS

Under Section 139 of the Companies Act 2013, the Auditor of the Company is appointed by the Comptroller and Auditor General of India, New Delhi.
Under Section 142 of the Companies Act, 2013, the remuneration of Auditors appointed under Section 139 by the Comptroller and Auditor General of
India, is fixed by the Company in the General Meeting.

Accordingly, M/s. Borkar & Muzumdar., Chartered Accountants, was appointed by the Comptroller and Auditor General of India as the Statutory Auditors
of the Company for the financial year 2023-24 and its remuneration was approved by the Shareholders of the Company at the Thirty-First AGM of the
Company.

There are no qualifications, reservation or adverse remarks made by the Statutory Auditors in the audit report.

Appointment of Statutory Auditor:

Under Section 139 of the Companies Act 2013, the Board of Directors at their meeting held on 17th July 2025, had approved appointment of M/s. Borkar
& Muzumdar as the Statutory Auditors of the Company for the financial year 2025-2026, subject to approval from the Shareholders in upcoming AGM.

Reporting of frauds by Auditors:

During the year under review, there were no instances of fraud reported by the Statutory Auditors and Secretarial Auditor under Section 143(12) of the
Companies Act, 2013 to the Audit Committee or the Board of Directors.

SECRETARIAL AUDIT:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors had appointed Makrand Patwardhan & Co. as the Secretarial Auditor of the Company for the financial year ended March 31, 2025.
Accordingly, Makarand Patwardhan & Co. had conducted the secretarial audit for the financial year ended March 31, 2025.

Further, in terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors had, at its meeting held on July 17, 2025, appointed Makarand M Joshi & Co., Company Secretaries as the Secretarial Auditors
of the Company for a term of 5 years with effect from the financial year 2025-2026, subject to the approval from the Shareholders in the upcoming AGM.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has
in place Policy on Prevention of Sexual Harassment at Workplace. All employees of the Company including those on training, deputation, contract,
temporary, part time or working as consultants are covered under this policy. An Internal Complaints Committee (ICC) has been constituted to redress
complaints received related to sexual harassment. The Company is committed to providing a safe and conducive work environment to all its employees
and associates.

(A) Number of complaints of sexual harassment received in the financial year 2024-25 - NIL

(B) Number of complaints disposed-off during the year; - NIL

(C) Number of cases pending for more than ninety days - NIL

No case of sexual harassment was reported in the Company during FY 2024-25.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy (Vigil Mechanism) which envisages reporting by directors and employees about their genuine
concerns or grievances. The said policy also provides direct access to the Chairman of the Audit Committee. The policy is available on the website of
the Company at the link https://www.canararobeco.com/wp-content/uploads/2025/03/whistle-blowing-policy.pdf. The vigil mechanism is overseen
by the Audit Committee.

PUBLIC DEPOSITS:

The Company has not invited/accepted deposits from members/public under Chapter V of the Companies Act, 2013. The Reserve Bank of India has
classified the Company as a non-banking non- financial company.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not:

a. made any investments in contravention of section 186 of the Companies Act 2013;

b. given any loan or guarantee or provided any security to any person or body corporate during the year.

RELATED PARTY TRANSACTIONS

All the transactions recorded during financial year ended March 31, 2025 with related parties are in the ordinary course of Company''s business and
conducted on arm''s length basis. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act. There
were no materially significant related party transactions by the Corporation during the year. As required under the Companies Act, 2013, Form AOC 2
for related party transaction is annexed as Annexure ''2'' to the Directors'' Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company which have occurred between the end of the FY 2024-25 and the date
of this report.

Status on IPO

The shareholders of the Company, viz., Canara Bank and ORIX Corporation Europe N.V., have agreed to offer their shares to the public pursuant to
Regulation 31 of SEBI (Issue of Capital and Disclosure Requirements) Regulations. Accordingly, the Company has initiated the process for Initial Public
Offering under offer for sale for up to 49,854,357 Equity Shares of face value of '' 10 by filing the Draft Red Herring Prospectus with SEBI on April 24,
2025. Subsequently, the Company has also filed the DRHP with the stock exchanges (NSE & BSE). The Company has received in principle approval from
the exchanges (NSE & BSE) and the approval from SEBI is awaited.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and
its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings
to the extent possible.

GENERAL

• Your Directors state that the independent directors appointed during the year have integrity, expertise and relevant experience (including the
proficiency) required to discharge their duties as Independent director.

• Your Directors confirm that the company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.

• Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during
the year under review:

a. Maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

b. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

c. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from
the Banks or Financial Institutions.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude for the support and guidance received from SEBI, Board of Directors of CRMF Trustee Private Limited.,
joint venture partners, Canara Bank and ORIX Corporation Europe N. V., confidence reposed by the investor community and the dedicated work put in
by the staff at all levels in the Company.

For and on behalf of the Board of
Canara Robeco Asset Management Company Limited

Sd/-

K Satyanarayana Raju

Place: Bangalore Chairman

Date: 25.07.2025 (DIN: 08607009)