ఆడిటర్ నివేదిక UTI Asset Management Company Ltd.

Mar 31, 2025

We have audited the standalone financial statements of UTI
Asset Management Company Limited (the "Company") which
comprise the standalone balance sheet as at 31 March 2025,
and the standalone statement of profit and loss (including other
comprehensive income), standalone statement of changes in
equity and standalone statement of cash flows for the year
then ended, and notes to the standalone financial statements,
including material accounting policies and other explanatory
information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("Act") in the manner so required and
give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of
the Company as at 31 March 2025, and its profit and other
comprehensive loss, changes in equity and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in
the Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters.

Revenue Recognition : Investment Management Fees

Refer to the Material Accounting Policy 2.6 - Revenue Recognition and Note 26(iv) to the standalone financial statements - Revenue
from Operations

The key audit matter

How the matter was addressed in our audit

The Company''s most significant revenue stream is investment

In view of the significance of the matter, we applied the following

management fees from the schemes of UTI Mutual Fund

audit procedures in this area, among others to obtain sufficient

representing 79.02% of the total revenue from operations of the

appropriate audit evidence:

Company.

Testing of design and operating effectiveness of controls:

We have identified revenue from investment management fees as

• Tested on a sample basis, authorization controls relating

a key audit matter since -

to input and subsequent modification of investment

• t here are inherent risks in computation of investment

management fees rate in the system through specific team

management fees due to manual input of key contractual

members ("STM") with expertise in Information Technology

terms and computation of applicable assets under

("IT").

management ("AUM"), which could result in errors.

• Tested general information technology controls of the

• multiple schemes of UTI Mutual Fund require effective

systems used for computation and recording of investment

monitoring over key financial terms and conditions being

management fees through STM with expertise in IT.

captured and applied accurately. Any discrepancy in such

• Tested system logic of computation through STM with

computations could result in misstatement of investment

expertise in IT.

management fees recognized in the standalone financial

• Examined the monthly concurrent auditor reports on daily

statements.

net assets value computation of the schemes of UTI Mutual
Fund.

• Tested on a sample basis, maker and checker control for
recording of investment management fees in financial
accounting and reporting system.

The key audit matter

How the matter was addressed in our audit

• Tested maker checker control for agreeing investment
management fees recorded in financial accounting and
reporting system with report generated from system used for
computation of investment management fees.

Substantive tests:

• Tested investment management fees rates approval by
authorised personnel.

• Tested relevant data elements from the investment
management fees report generated from the IT system, and
re-performed calculations of investment management fees.

• Tested the investment management fees invoices with
the underlying documentation and agreeing it with the
accounting records.

• Tested the receipts of investment management fees in the
bank statements.

• Examined the monthly concurrent auditor reports on daily net
assets value computation of the schemes of UTI Mutual Fund
and assessing impact of observations, if any, on investment
management fees.

Information Technology ("IT") systems and controls

The key audit matter

How the matter was addressed in our audit

The Company''s key financial accounting and reporting processes
are dependent on the automated controls in the information
systems.

There exists a risk in the IT control environment which could result
in the financial accounting and reporting records being misstated.

In view of the significance of the matter, we applied the following

audit procedures in this area, among others to obtain sufficient

appropriate audit evidence for the scoped in application:

• Evaluated the design, implementation and operating
effectiveness of the significant accounts related IT automated
controls which are relevant to the accuracy of system
computation, and the consistency of data transmission.

• Tested a sample of key controls operating over the
information technology in relation to financial accounting
and reporting systems, including system access and system
change management, program development and computer
operations.

• Tested the design and operating effectiveness of a sample
of key controls over user access management. Access
management includes granting access rights, new user
creation, removal of user rights and preventative controls
designed to enforce segregation of duties.

• Tested change management control for information
technology application / General IT controls which were
changed during the year.

• Tested the audit trail (edit log) facility for accounting software
used for maintaining its books of account and its operating
effectiveness.

The key audit matter

How the matter was addressed in our audit

• Assessed other areas including password policies, system
configurations, controls over changes to applications,

privileged access to applications and operating system or
databases is restricted to authorized personnel.

• Performed alternate procedures by testing compensatory
controls for areas where IT controls were not relied upon.

• I nspected SOC 1 type 2 report issued as per Standards for
Attestation Engagement No. 18 (SSAE 18) and International
Standards on Assurance Engagements No. 3402 (ISAE
3402) for database and operating controls residing at the
service provider.

Other Information

The Company''s Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the annual report, but
does not include the financial statements and auditor''s report
thereon. The annual report is expected to be made available to
us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so,
consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated.

When we read the annual report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance and take necessary
actions, as applicable under the relevant laws and regulations.
Management''s and Board of Directors''
Responsibilities for the Standalone Financial
Statements

The Company''s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the state of affairs,
profit/ loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section
133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for
assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the
Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on
the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• I dentify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal
financial controls with reference to financial statements in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by the Management and Board
of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to the
related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during
our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor''s report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 . As required by the Companies (Auditor''s Report) Order,

2020 ("the Order") issued by the Central Government of

India in terms of Section 143(1 1) of the Act, we give in

the "Annexure A" a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information
and explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit.

b. I n our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books except
for the matter stated in the paragraph [2B(f)] below
on reporting under Rule 1 1 (g) of the Companies
(Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone statement of
changes in equity and the standalone statement of
cash flows dealt with by this Report are in agreement
with the books of account.

d. I n our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.

e. On the basis of the written representations received
from the directors as on 1 April 2025 taken on record
by the Board of Directors, none of the directors is
disqualified as on 31 March 2025 from being
appointed as a director in terms of Section 1 64(2) of
the Act.

f. the reservation relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph [2A(b)] above on reporting

where audit trail (edit log) facility was enabled
and operated in the previous year, the audit
trail has been preserved by the Company as per
the statutory requirements for record retention.

C. With respect to the matter to be included in the Auditor''s
Report under Section 197(16) of the Act:

I n our opinion and according to the information and
explanations given to us, the remuneration paid / payable
by the Company to its directors during the current year is
in accordance with the provisions of Section 1 97 of the
Act. The remuneration paid / payable to any director is not
in excess of the limit laid down under Section 197 of the

under Section 143(3)(b) of the Act and paragraph
[2B(f)] below on reporting under Rule 1 1 (g) of the
Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial
controls with reference to financial statements
of the Company and the operating effectiveness
of such controls, refer to our separate Report in
"Annexure B".

B. With respect to the other matters to be included in the
Auditor''s Report in accordance with Rule 1 1 of the
Companies (Audit and Auditors) Rules, 201 4, in our
opinion and to the best of our information and according
to the explanations given to us:

a. The Company has disclosed the impact of pending
litigations as at 31 March 2025 on its financial
position in its standalone financial statements - Refer
Note 33 to the standalone financial statements.

b. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

c. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

d (i) The management has represented that, to the
best of its knowledge and belief, as disclosed
in the Note 49(m)(i) to the standalone financial
statements, no funds have been advanced or
loaned or invested (either from borrowed funds
or share premium or any other sources or kind
of funds) by the Company to or in any other
person(s) or entity(ies), including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall directly or indirectly lend
or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(ii) The management has represented that, to the
best of its knowledge and belief, as disclosed
in the Note 49(m)(ii) to the standalone financial
statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"),
with the understanding, whether recorded in
writing or otherwise, that the Company shall
directly or indirectly, lend or invest in other
persons or entities identified in any manner

whatsoever by or on behalf of the Funding
Parties ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(iii) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
Rule 1 1 (e), as provided under (i) and (ii) above,
contain any material misstatement.

e. The final dividend paid by the Company during the
year, in respect of the same declared for the previous
year, is in accordance with Section 123 of the Act to
the extent it applies to payment of dividend.

As stated in Note 46 to the standalone financial
statements, the Board of Directors of the Company
have proposed final dividend for the year which is
subject to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is in
accordance with Section 123 of the Act to the extent
it applies to declaration of dividend.

f. Based on our examination which included test
checks, except for an instance mentioned below,
the Company has used an accounting software for
maintaining its books of account which, along with
access management tools, as applicable, have a
feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all
relevant transactions recorded in the respective
software:

• I n absence of an independent auditor''s report
from 1 January 2025 to 31 March 2025 in
relation to controls at a service organization for
the accounting software used for maintaining
the books of account relating to revenue
process, property, plant and equipment and
certain other areas operated by third party
software service provider, we are unable to
comment whether audit trail feature at database
level for the said software was enabled and
operated from 1 January 2025 to 31 March
2025 for all relevant transactions recorded in
the software.

Further for the periods where audit trail (edit
log) feature was enabled and operated for
the respective accounting software, we did
not come across any instance of the audit
trail feature being tampered with. Additionally,

Act. The Ministry of Corporate Affairs has not prescribed
other details under Section 1 97(1 6) of the Act which are
required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm''s Registration No.:101248W/W-100022

Sameer Mota

Partner

Place: Sydney, Australia Membership No.: 109928

Date: 29 April 2025 ICAI UDIN:25109928BMNUOQ7076


Mar 31, 2024

UTI Asset Management Company Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalone financial statements of UTI Asset Management Company Limited (the "Company") which comprise the standalone balance sheet as at 31st March, 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2024, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition: Investment Management Fee

Key audit matter

How the matter was addressed in our audit

Refer to the Material Accounting Policy 2.6 -Revenue Recognition and Note 26(iv) to the standalone financial statements - Revenue from Operations

The Company''s most significant revenue stream is investment management fees from the schemes of UTI Mutual Fund representing 67.99% of the total revenue from operations of the Company.

We have identified revenue from investment management fees as a key audit matter since -

• t here are inherent risks in computation of investment management fees due to manual input of key contractual terms and computation of applicable assets under management ("AUM"), which could result in errors.

• multiple schemes of UTI Mutual Fund require effective monitoring over key financial terms and conditions being captured and applied accurately. Any discrepancy in such computations could result in misstatement of investment management fees recognized in the standalone financial statements.

In view of the significance of the matter, we applied the following audit

procedures in this area, among others to obtain sufficient appropriate

audit evidence:

Testing of design and operating effectiveness of controls:

• Testing on a sample basis, authorization controls relating to input and subsequent modification of investment management fees rate in the system through specific team members ("STM") with expertise in Information Technology ("IT").

• Testing general information technology controls of the systems used for computation and recording of investment management fees through STM with expertise in IT.

• Testing system logic of computation through STM with expertise in IT.

• Examining the monthly concurrent auditor reports on daily net assets value computation of the schemes of UTI Mutual Fund.

• Testing on a sample basis, maker and checker control for recording of investment management fees in financial accounting and reporting system.

• Testing maker checker control for agreeing investment management fees recorded in financial accounting and reporting system with report generated from system used for computation of investment management fees.

Key audit matter

How the matter was addressed in our audit

Substantive tests:

• Testing investment management fees rates approval by authorised personnel.

• Testing key inputs into the IT system in relation to investment management fees accounting with source documents, and re-performed calculations involving manual processes, on a sample basis.

• Testing the investment management fees invoices with the underlying documentation and agreeing it with the accounting records.

• Testing the receipts of investment management fees in the bank statements.

• Examining the monthly concurrent auditor reports on daily net assets value computation of the schemes of UTI Mutual Fund and assessing impact of observations, if any, on investment management fees.

Information Technology (''IT'') systems and controls

Key audit matter

How the matter was addressed in our audit

The Company''s key financial accounting and reporting processes are dependent on the automated controls in the information systems.

There exists a risk in the IT control environment which could result in the financial accounting and reporting records being misstated.

In view of the significance of the matter, we applied the following audit

procedures in this area, among others to obtain sufficient appropriate

audit evidence for the scoped in application:

• Evaluating the design, implementation and operating effectiveness of the significant accounts related IT automated controls which are relevant to the accuracy of system computation, and the consistency of data transmission.

• Testing a sample of key controls operating over the information technology in relation to financial accounting and reporting systems, including system access and system change management, program development and computer operations.

• Testing the design and operating effectiveness of a sample of key controls over user access management. Access management includes granting access rights, new user creation, removal of user rights and preventative controls designed to enforce segregation of duties.

• Testing change management control for information technology application / General IT controls which were changed during the year.

• Testing the audit trail (edit log) facility for accounting software used for maintaining its books of account and its operating effectiveness.

• Assessing other areas including password policies, system configurations, controls over changes to applications, privileged access to applications and operating system or databases is restricted to authorized personnel.

• Performing alternate procedures by testing compensatory controls for areas where IT controls were not relied upon.


Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent

with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• I dentify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. A. As required by Section 143(3) of the Act, we report

that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph [2B(f)] below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d. I n our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 1st April, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f. the reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph [2A(b)] above on reporting under Section 143(3)(b) and paragraph [2B(f)] below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

B. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31st March, 2024 on its financial position in its standalone financial statements - Refer Note 32 to the standalone financial statements.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d. (i) The management has represented that, to the

best of its knowledge and belief, that no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kinds of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, that no funds have been received by the Company from any other persons or entities, including foreign entities ("Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner

whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or • provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note 45 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

f. Based on our examination which included test checks, except for the instances mentioned below, the Company has used an accounting software for maintaining its books of account which, along with access management tools, as applicable, have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software:

• The feature for recording audit trail (edit log) facility was not enabled at application layer for accounting software used for maintaining books of account relating to revenue process, property, plant and equipment and certain other areas for the period from

1st May, 2023 to 15th January, 2024 for data changes performed by users having priviledged access.

• Based on SOC 1 Type 2 report in relation to controls at service organization for accounting software used for maintaining books of account relating to employee leave management, which is operated by a third-party software service provider, we are unable to comment whether audit trail (edit log) facility of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software.

Further for the periods where audit trail (edit log) feature was enabled and operated for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with.

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid / payable by the Company to its directors during the current year is in accordance with the provisions of Section 1 97 of the Act. The remuneration paid / payable to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.:101248W/W-100022

Sameer Mota

Partner

Place: Jaipur Membership No.: 109928

Date: 25th April, 2024 ICAI UDIN:24109928BKDBDR7476


Mar 31, 2023

To the Members of UTI Asset Management Company LimitedREPORT ON THE AUDIT OF THE STANDALONEFINANCIAL STATEMENTSOpinion

We have audited the standalone financial statements of UTI Asset Management Company Limited (the "Company") which comprise the standalone balance sheet as at 31 March 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How the matter was addressed in our audit

Revenue Recognition: Investment Management Fee

In

view of the significance of the matter, we applied the following audit

(Refer to the Significant Accounting Policy

procedures in this area, among others to obtain sufficient appropriate

2.6 - Revenue Recognition and Note 26 to the

audit evidence:

standalone financial statements - Revenue from

Testing of design and operating effectiveness of controls:

Operations)

•

Testing on a sample basis, authorization controls relating to input

The Company''s most significant revenue stream involve

and subsequent modification of investment management fee rate in

investment management fees from the schemes of UTI

the system through specific team members ("STM") with expertise in

Mutual Fund representing 79.19% of the total revenue

Information Technology ("IT").

from operations of the Company.

•

Testing general information technology controls of the systems used

We have identified revenue from investment management

for computation and recording of investment management fees

fees as a key audit matter since -

through STM with expertise in IT.

• t here are inherent risks in computation of investment

•

Testing system logic of computation through STM with expertise in IT.

management fees due to manual input of key contractual terms and computation of applicable assets under management ("AUM"), which could

•

Testing on a sample basis, review controls over accrual of investment management fee in the system.

result in errors.

•

Examining the monthly concurrent auditor reports on daily net assets value computation of the schemes of UTI Mutual Fund.

• multiple schemes of UTI Mutual Fund require effective monitoring over key financial terms and

Substantive tests:

conditions being captured and applied accurately.

•

Testing investment management fee rates approval by authorised

Any discrepancy in such computations could result

personnel.

in misstatement of investment management fee

•

Testing key inputs into the IT systems in relation to investment management

recognized in the standalone financial statements.

fee accounting with source documents, and re-performed calculations involving manual processes, on a sample basis.

•

Testing the investment management fee invoices with the underlying supporting and reconciling it with the accounting records.

•

Testing the receipts of investment management fee income in the bank statements.

•

Examining the monthly concurrent auditor reports on daily net assets value computation of the schemes of UTI Mutual Fund and impact of observations on investment management fees.

Key audit matter

How the matter was addressed in our audit

Information Technology

(IT) systems

and

In

view of the significance of the matter, we applied the following audit

controls

procedures in this area, among others to obtain sufficient appropriate audit

The Company''s key financial

accounting and

reporting

evidence for the scoped in application:

processes are dependent on the

automated controls

in the

•

Evaluating the design, implementation and operating effectiveness

information systems. There exists a risk in the

IT control

of the significant accounts related IT automated controls which are

environment which could result

in the financial accounting

relevant to the accuracy of system computation, and the consistency

and reporting records being misstated.

of data transmission.

•

Testing a sample of key controls operating over the information technology in relation to financial accounting and reporting systems, including system access and system change management, program development and computer operations.

•

Testing the design and operating effectiveness of a sample of key controls over user access management. Access management includes granting access rights, new user creation, removal of user rights and preventative controls designed to enforce segregation of duties.

•

Testing change management control for information technology application / General IT controls which were changed during the year.

•

Assessing other areas including password policies, system configurations, controls over changes to applications, privileged access to applications and operating system or databases is restricted to authorized personnel.

•

Performing alternate procedures by testing compensatory controls for areas where IT controls were not relied upon.

•

Inspecting SOC 1 type 2 report issued as per Standards for Attestation Engagement No. 18 (SSAE 18) and International Standards for Assurance Engagements No. 3402 (ISAE 3402) for database and operating controls residing at the service provider.


OTHER INFORMATION

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and auditor''s report thereon. The Company''s annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Company''s annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

MANAGEMENT''S AND BOARD OF DIRECTORS'' RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• I dentify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1 . As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

B. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone financial statements - Refer Note 32 to the standalone financial statements.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d)(i) and (d)(ii) contain any material misstatement.

e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note 44 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

f. As proviso to rule 3(1) of the Companies (Accounts)

Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

I n our opinion and according to the information and explanations given to us, the remuneration paid / payable by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid / payable to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.:101248W/W-100022

Sameer Mota

Partner

Place: Jaipur Membership No.: 109928

Date: 26 April 2023 ICAI UDIN:23109928BGYAXN9859


Mar 31, 2022

To the Members of UTI Asset Management Company LimitedREPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOpinion

We have audited the standalone financial statements of UTI Asset Management Company Limited (the "Company"), which comprise the standalone balance sheet as at 31 March 2022, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, and its profit and other comprehensive income,

Description of Key Audit Matter

changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How the matter was addressed in our audit

Revenue Recognition: Investment Management Fee

In view of the significance of the matter, we applied the following

(Refer to the Significant Accounting Policy 2.6 - Revenue

audit procedures in this area, among others to obtain sufficient

Recognition and Note 26 to the standalone financial

appropriate audit evidence:

statements - Revenue from Operations)

Testing of design and operating effectiveness of

The Company''s most significant revenue streams involve

controls:

investment management fees from the schemes of UTI Mutual

Testing on a sample basis, authorization controls relating to

Fund representing 82.11% of the total revenue from operations

input and subsequent modification of investment management

of the Company.

fee rate in the systems.

We have identified revenue from investment management fees as

Testing general information technology controls of the

a key audit matter since -

systems used for computation and recording of investment

- there are inherent risks in computation of investment

management fees through Information Technology ("IT")

management fees due to manual input of key contractual

specialists.

terms and computation of applicable assets under

Testing IT controls on changes of investment management fee

management ("AUM"), which could result in errors.

rates and logic of computation through IT specialists.

- multiple schemes of UTI Mutual Fund require effective

Testing on a sample basis, computation of investment

monitoring over key financial terms and conditions being

management fees in the system.

captured and applied accurately. Any discrepancy in such computations could result in misstatement of investment management fee recognized in the standalone financial statements.

Testing on a sample basis, review controls over accrual of investment management fee in the system.

Key audit matter

How the matter was addressed in our audit

Substantive tests:

•

Testing investment management fee rates are approved by authorised personnel.

•

Testing key inputs into the IT systems in relation to investment management fee accounting with source documents, and re-performed calculations involving manual processes, on a sample basis.

•

Testing the investment management fee invoices with the underlying supporting and reconciling it with the accounting records.

•

Testing the receipts of investment management fee income in the bank statements.

•

Assessing the monthly concurrent auditor reports on daily net assets value computation of the schemes of UTI Mutual Fund.

Information Technology (IT) systems and controls

In

view of the significance of the matter we applied the following

The Company''s key financial accounting and reporting processes

audit procedures in this area, among others to obtain sufficient

are dependent on the automated

controls

n the information

appropriate audit evidence:

systems. There exists a risk in the IT control

environment which

•

Evaluating the design, implementation and operating

could result in the financial accou

nting and

reporting records

effectiveness of the significant accounts related IT automated

being misstated.

controls which are relevant to the accuracy of system

Further, during the year, the core

system in

which investment

computation, and the consistency of data transmission.

management fee is calculated has been migrated to a new system.

•

Testing a sample of key controls operating over the

information technology in relation to financial accounting and reporting systems, including system access and system change management, program development and computer operations.

•

Testing the design and operating effectiveness of a sample of key controls over user access management. Access management includes granting access rights, new user creation, removal of user rights and preventative controls designed to enforce segregation of duties.

•

Reperforming procedures to determine the operating effectiveness of application controls over financial and reporting systems.

•

Testing change management control for information technology application / General IT controls which were changed during the year.

•

Assessing other areas including password policies, system configurations, controls over changes to applications, privileged access to applications and operating system or databases is restricted to authorized personnel.

•

Evaluating the program development for the new system implemented during the audit period, to determine adequate information technology controls have been established and new system implemented was tested and authorized.

OTHER INFORMATION

The Company''s Management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the standalone financial statements and our auditor''s report thereon. The Company''s annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Company''s annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

MANAGEMENT''S AND BOARD OF DIRECTORS'' RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

0 Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

9 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

0 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

0 Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of the standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of

our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

# Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

The standalone financial statements of the Company for the year ended 31 March 2021 were audited by the predecessor auditor who had expressed an unmodified opinion on 28 April 2021.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B".

B) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position in its standalone financial statements - Refer Note 34 to the standalone financial statements.

b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

9 directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate

Beneficiaries") by or on behalf of the Company or

9 provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

d) (ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

9 directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or

9 provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d) (i) and (d) (ii) contain any material mis-

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e) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend. As stated in note 46 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

(C) With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No. 101248W/W-100022

Sameer Mota

Partner

Place : Mumbai Membership No. 109928

Date : 26 April, 2022 UDIN: 22109928AHUKMT8007

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