A Oneindia Venture

Get Updates

Get notified about market trends, financial advice, and investment tips!

సెన్సెక్స్ 73,071.02 -0.09% ↓ నిప్టీ 22,659.45 -0.09% ↓ బంగారం ₹ 13,655/gm సిల్వర్ ₹ 2,55,000/kg పెట్రోల్ ₹ 107.46 డీజిల్ ₹ 95.70 ఎల్‌పీజీ ₹ 965.00 ముడి చమురు $ 108.85 USD ₹ 92.86

డైరెక్టర్ల నివేదిక UTI Asset Management Company Ltd.

Mar 31, 2024

We are pleased to present the Directors'' Report of UTI Asset Management Company Limited (the Company / UTI AMC) along with the Company''s audited financial statements for the financial year ended 31st March, 2024.

FINANCIAL PERFORMANCE

The financial statements of the Company were prepared in accordance with Section 129 and 133 and other applicable provisions of the Companies Act, 2013 (the Act) and the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs. The below table summarizes the Company''s financial performance for the financial year ended 31st March, 2024 as compared to the previous financial year:

(Rs. in Crore)
	Standalone		Consolidated
Particulars	As on 31st March, 2024	As on 31st March, 2023	As on 31st March, 2024	As on 31st March, 2023
Revenue from operation	1,337.31	1,091.57	1,736.96	1,266.86
Other Income	3.84	9.39	6.97	23.23
Total Income	1,341.15	1,100.96	1,743.93	1,290.09
Employee Benefit Expenses	368.35	357.28	439.33	414.53
Other Expenses	206.84	189.85	317.76	289.94
Total Expenses	575.19	547.13	757.09	704.47
Profit before tax expense	765.96	553.83	986.84	585.62
Less: Tax expense (current & deferred)	165.44	129.40	184.81	145.94
Profit after tax	600.52	424.43	802.03	439.68
Attributable to owners of the Company	600.52	424.43	765.68	437.36
Attributable to non-controlling interests	-	-	36.35	2.32
Add / less: Other comprehensive income (Net of tax)	(18.71)	7.44	25.9	7.53
Total comprehensive income	581.81	431.87	827.93	447.21
Attributable to owners of the Company	581.81	431.87	791.58	444.89
Attributable to non-controlling interests	-	-	36.35	2.32
Balance of retained earnings carried to balance sheet	3,352.78	3,013.94	3,851.23	3,380.09
Paid-up capital	127.26	126.98	127.26	126.98
Net worth	3,685.02	3,348.27	4,388.17	3,867.84

OVERVIEW OF OPERATIONS OF THE GROUP

The Company believes that its track record of product innovation, consistency and stable investment performance contributed to the growth of its Asset Under Management (AUM). The overview of operations of the group is as under:

('' in crore)
Particulars	As on 31st March, 2024	As on 31st March, 2023	% of change
UTI Mutual Fund (UTI MF)
Quarterly Average Assets Under Management (QAAUM)¹	2,90,881	2,38,791	21.81
QAAUM for Equity Schemes	84,777	70,494	20.26
QAAUM for Exchange Traded Funds (ETFs) and index funds	1,15,448	82,871	39.31
QAAUM for hybrid funds	25,982	24,101	26.06
QAAUM for the liquid funds (UTI Liquid Cash Plan and UTI Overnight Fund)	31,713	38,182	(16.94)
QAAUM of Debt Funds	28,413	23,144	22.77

('' in crore)
Particulars	As on 31st March, 2024	As on 31st March, 2023	% of change
Portfolio Management Services (PMS) division of UTI AMC
AUM⁽²⁾	12,25,154	10,53,085	16.34%
AUM of assets managed by Subsidiaries of UTI AMC
AUM of UTI International Limited (UTI International)	27,645	21,703	27.38%
AUM of UTI Pension Fund Limited (UTI PFL) formerly known as UTI Retirement Solutions Limited	3,02,677	2,40,709	25.74%
AUM of UTI Alternatives Private Limited (UTI APL) formerly known as UTI Capital Private Limited	1,974	1,707	15.60%

Notes:

1. The market share of UTI MF is reduced from 5.89% to 5.37 % on QAAUM basis; and

2. Positive growth was mainly due to inflows mandates from EPFO, PLI, ESIC & CMPFO accounts and advisory business.

SCHEMES LAUNCHED DURING THE YEAR

UTI AMC has launched 11 schemes during the FY 2023-24 under equity, debt, hybrid and ETF & Index fund categories. The total AUM collected during the respective NFO periods for these schemes was ~''2,900 crore. The total AUM of these schemes has grown to ''3,750 crore as on 31st March, 2024. During the financial year, the Company had seeded the product gap with launch of UTI Balanced Advantage Fund which dynamically manages allocation between equity and fixed income driven by an in-house proprietary asset allocation model guided by fundamental and valuation-based factors that determines the net equity allocation for the fund. This was further augmented equity offerings by launch of UTI Innovation Fund in the Thematic Category. To diversify the Company''s basket of innovative offerings, the Company has added 3 equity ETFs, 2 fixed income ETFs and 4 smart beta / thematic index funds in this financial year. In the smart beta index fund category, the Company endeavours to bring new and innovative investment solutions for the investors.

While all the UTI Mutual Fund schemes are categorised as defined by the regulator in the actively managed space, the Company is continuously innovating on the passively managed space. Over the last few years, UTI MF has developed an extensive bouquet of Index Fund / ETFs, while maintaining an excellent track record of delivering one of the best tracking error and tracking difference in the industry across all products.

The List of the schemes launched during the FY 2023-24

Sr. No.	Name of Schemes
1.	UTI Nifty 10 year Benchmark G-Sec ETF
2.	UTI Nifty 5 year Benchmark G-Sec ETF
3.	UTI Nifty IT ETF
4.	UTI Innovation Fund
5.	UTI Nifty Midcap 150 Exchange Traded Fund

Sr. No.	Name of Schemes
6.	UTI Balanced Advantage Fund
7.	UTI S&P BSE Housing Index Fund
8.	UTI Nifty 50 Equal Weight Index Fund
9.	UTI Nifty 500 Value 50 Index Fund
10.	UTI Silver ETF Fund of Fund
11.	UTI Silver Exchange Traded Fund

CHANGES IN FUNDAMENTAL ATTRIBUTES OF SCHEMES

There was no change in fundamental attributes of any scheme of UTI MF during the FY 2023-24. However, as per SEBI guidelines, the following changes were undertaken in the scheme to comply with Securities and Exchange Board of India (Mutual Funds) regulations, 1996:

(i) Changes in the name of Schemes: The names of 21 schemes were changed to align the same with their respective category names; and

(ii) Change in first tier benchmarks for open ended debt schemes: In order to comply with SEBI guidelines on uniformity in benchmarks of debt oriented mutual fund schemes, the first-tier benchmarks were changed for 9 open ended debt schemes as per the Potential Risk Class matrix published by AMFI.

SHARE CAPITAL

The authorised share capital of the Company is ''2,00,00,00,000 (comprising of 20,00,00,000 equity shares of face value of ''10 each) and there was no change therein during the FY 2023-24.

As on 31st March, 2024, the issued, subscribed and paid-up equity share capital of the Company stood at ''1,27,25,61,740 (comprising of 12,72,56,174 equity shares of the face value of ''1 0 each) as against ''1 ,26,98,36,950 (comprising of

12,69,83,695 equity shares of the face value of ''10 each) at the end of the previous FY 2022-23. The increase in the paid up equity share capital is on account of allotment of 2,72,479 equity shares to the eligible employees who had exercised the stock options under the ''UTI AMC Employee Stock Option Scheme-2007'' (the ESOP Scheme 2007).

The listed equity share capital of the Company as on 31st March, 2024 is ''1,27,25,43,100 (comprising of 12,72,54,310 equity shares of the face value of ''10 each). The difference of ''18,640 between the paid-up equity share capital and the listed equity share capital of the Company was due to the pending listing of 1,864 equity shares allotted under the ESOP Scheme 2007 on 26th March, 2024. The National Stock Exchange of India Limited and BSE Limited have, vide their letters dated 28th March, 2024, listed and admitted the aforesaid equity shares of the Company for trading with effect from 1st April, 2024.

DIVIDEND

The Company has adopted a Dividend Distribution Policy as per regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (the SEBI Listing Regulations). The same is annexed as Annexure-I to this Directors'' Report and is also available on the Company''s website at https://www.utimf.com/amc-shareholders/code-and-policies.

The Board of Directors (the Board) of the Company has recommended dividend of ''24 per equity shares (240% of face value of ''10 each) and an additional special dividend of ''23 per equity share (230% of face value of ''10 each), taking overall dividend to ''47 per equity share (470% of face value of ''10 each) for FY 2023-24.

The Board has recommended the dividend equivalent to 99.60% of the profit after tax of the Company as compared to 65.82% for the previous financial year.

The final dividend shall be paid, subject to the approval of members at the 21st Annual General Meeting (AGM) of the Company to be held on 25th July, 2024, to those members:

(i) whose name appears in the statement of beneficial owners to be furnished by the Depositories in respect of the shares held in dematerialised form as at the closure of business hours on Thursday, the 18th July, 2024; and

(ii) whose name appears as members in the Company''s register of members maintained by the Registrar and Share Transfer agent of the Company on Thursday, the 18th July, 2024.

Pursuant to Section 91 of the Act and Regulation 42 of the SEBI Listing Regulations, the register of members and share transfer books of the Company shall remain closed from Friday, the 19th July, 2024 to Thursday, the 25th July, 2024, (both days inclusive) for determining the entitlement of members for dividend, if declared for the FY 2023-24.

The Company has not declared any interim dividend to the members of the Company during the FY 2023-24.

UNCLAIMED DIVIDEND ON SHARES

The details of the unclaimed dividend as on 31st March, 2024 are as under:

(in '')
Sr. No.	Final Dividend for FY	Amount
1.	2019-20	9,03,640.09
2.	2020-21	8,13,607.00
3.	2021-22	6,41,081.06
4.	2022-23	6,73,536.00
Total		30,31,864.15

The unclaimed dividend is mainly on account of non-updation of KYC details in the folios or demat accounts of the concerned members and non-submission of dividend warrants by the concerned members within prescribed timelines.

The details about the unclaimed and unpaid dividend amounts are available on the Company''s website at https://www.utimf. com/amc-shareholders/unclaimed-dividend.

TRANSFER TO RESERVES

During the FY 2023-24, no amount was transferred to the general reserves of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act, read together with the Companies (Indian Accounting Standards) Rules, 201 5 (as amended) and forms part of this Annual Report. In accordance with Section 136 of the Act, the Audited Financial Statements, including the Standalone and Consolidated Financial Statements and related information of the Company are available at the Company''s website at https://www.utimf.com/amc-shareholders/financial-results and the Audited Financial Statements of each of its Subsidiaries are available on the Company''s website at https://www.utimf.com/ amc-shareholders/subsidiaries-financials.

The Board of Directors of the Company reviewed the affairs of Subsidiaries of the Company. Pursuant to the provisions of Section 129 (3) of the Act and the Companies (Accounts) Rules, 2014, the salient features of the Financial Statement of each of the Subsidiaries are set out in the Form AOC-1, which forms part of the Financial Statements section of this Annual Report.

BUSINESS OPERATIONS / PERFORMANCE OF SUBSIDIARIES

As on 31st March, 2024, the Company have 4 (four) direct subsidiaries and 4 (four) step-down subsidiaries. The business operations and performance of subsidiaries are as under:

UTI International Limited:

UTI International Limited (UTI International) is a 100% subsidiary of UTI AMC, was incorporated as the Limited Liability Company under the laws of Guernsey on 30th January, 1996, pursuant to an Act of the Royal Court of the Guernsey Island. UTI International operates from its head office in Guernsey and its branch in London. UTI International has four wholly owned subsidiaries - UTI Investment Management Company (Mauritius) Limited (UTI Mauritius), UTI International (Singapore) Pte. Limited (UTI Singapore), UTI International (France) SAS (UTI France) and UTI Investments America Limited (UTI America). The principle activities of the International Group are the management and marketing of the Mauritius, Cayman and Ireland domiciled offshore funds setup by the erstwhile Unit Trust of India or UTI AMC and its subsidiaries, marketing of the domestic mutual fund schemes of UTI AMC in overseas markets and acting as Manager / Advisor to those entities investing in India through the Foreign Portfolio Investor route. UTI Mauritius acts as an investment manager to Shinsei UTI India Fund (Mauritius) Limited, the UTI Rainbow Fund Limited and UTI Wealth Creator Fund. UTI Singapore acts as investment manager to UTI Spectrum Fund Limited, South African Rand Money Market Fund, UTI Indian Fixed Income Fund Plc, UTI Phoenix Fund SPC, UTI Chronos Fund SPC, UTI India Dynamic Equity Fund, UTI India Balanced Fund, Indian Credit Opportunities Fund Pte. Ltd, UTI India Sovereign Bond UCITS ETF, UTI India Strategic Opportunities Fund VCC, UTI India Strategic Opportunities Fund II VCC, UTI India Innovation Fund and JSS Responsible India Equity Fund. UTI Singapore also acts as sub-manager to Emirates India Equity Fund and KB India Growth Equity Fund.

The consolidated total income of UTI International for FY 202324 was GBP 2,28,76,902 as compared to GBP 94,63,720 for the previous FY 2022-23 and consolidated net profit for FY 2023-24 was GBP 1,00,86,580 as compared to

consolidated net loss of GBP 32,91,807 in the previous FY 2022-23.

As of 31st March, 2024, UTI International had total 19 funds with total AUM of US$ 3.32 bn.

UTI Pension Fund Limited:

UTI PFL (formerly known as UTI Retirement Solutions Limited) was incorporated on 14th December, 2007 under the Companies Act, 1956 for managing pension assets under the National Pension System (NPS). It manages the Pension Assets / Funds of Central Government Employees, State Government Employees and the Private Sector NPS Subscribers under the NPS. It started its operations with effect from 1st April, 2008.

The AUM have continuously grown at a rapid pace since its inception i.e. 1st April, 2008. The Company''s AUM has grown from ''895 Crores in its year of inception i.e. 2008-09 to ''3,02,677 Crores as on 31st March, 2024. In the FY 2023-24, the UTI PFL''s AUM has registered a growth of 25.74% (Previous Year 19.21%) from ''2,40,709 crore as on 31st March, 2023 to ''3,02,677 crore as on 31st March, 2024.

As of date, UTI PFL is one of the three leading Pension Fund Managers of the country capturing, ~26% of the market share under NPS. UTI PFL has a highly qualified and professional fund management team to take care of the investors'' retirement funds. An equally strong in-house Research Department supports the fund management team in their decision-making process. Consistent Fund Performance since inception a Hallmark of UTI PFL

As a pension fund manager, the company aims to achieve "Consistent Returns with low volatility while focusing on high quality securities (Debt as well as Equity)".

Adhering to this philosophy of investment, the UTI PFL has consistently generated competitive returns since inception under all NPS Schemes managed by it.

The fund performance during the FY 2023-24 has been commendable: Fund Performance Report Card for FY 2023-24
Scheme = = >	Central Government	State Government	Scheme E Tier 1		Scheme C Tier 1		Scheme G Tier 1	NPS Lite		APY
AUM ('' In Crore)	98,586	1,85,771	2,153		907		1,675	1,594		11,519
Returns Generated (FY 2023-24)	12.54%	12.54%	37.25%		8.47%		9.91%	12.37%		12.49%
Peer Ranking	2/3	1/3	3/10		4/10		5/10	3/4		2/3
UTI PFL has also grown remarkably on all other fronts such as Growth in Investment Management Fee (IMF), Net Profit After Tax & Net worth of the Company: ('' in crore)
Particulars				FY 2023-24		FY 2022-23			Growth %
Investment Management Fees				117.24		101.49			15.52%
Net Profit after Tax (PAT)				53.84		46.47			15.86%
Net worth of the Company				187.69		133.55			40.54%

UTI PFL has registered itself as a Point of Presence (PoP) with the sole aim of marketing NPS. UTI PFL obtained the PoP License on 20th April, 2022 from PFRDA. The UTI PFL received NOC from SEBI for undertaking activity of PoP on 21st November, 2023.

UTI PFL intends to grow its market share by developing a strong sales and marketing team for NPS. Towards this goal, we target to start from a minimum of 25 locations across the country by June / July 2024 and then further take it to more than 50 locations in next 5 years.

UTI Alternatives Private Limited:

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

The total income of UTI APL was ''22.96 crore for the FY 2023-24 as compared to ''1 0.60 crore for the previous FY 2022-23. The net profit was recorded at ''4.28 crore for the FY 2023-24 as against net loss of ''3.29 crore for the previous FY 2022-23.

UTI APL has following funds:

(i) UTI Structured Debt Opportunities Fund I (UTI SDOF I), a ''132 crore private credit fund. As on 31st March, 2024, UTI SDOF I had completed 10 exits out of 11 investments and the fund had returned ~109% of the total funds raised from investors in the form of capital, interest and capital gains.

(ii) UTI Structured Debt Opportunities Fund II (UTI SDOF II), a ''519 crore private credit fund, which had a final close on 31st May, 2023. As on 31st March, 2024, amount drawn down from investors was ''51 7 crore and outstanding investments aggregating ''506 crore in sixteen portfolio companies.

(iii) UTI Structured Debt Opportunities Fund III (UTI SDOF III), a ''433 crore private credit fund, which had a first close on 30th September, 2022. As on 31st March, 2024, amount drawn down from investors was ''312 crore and outstanding investments aggregating ''305 crore in eleven portfolio companies.

(iv) UTI Multi Opportunities Fund I (UTI MOF I), a ''763 crore fund, which had a first close on 31st March, 2022. As on 31st March, 2024, amount drawn down from investors was ''344 crore and outstanding investments aggregating ''318 crore in twelve portfolio companies.

(v) UTI Real Estate Opportunities Fund I (UTI ROF I), a ''127 crore fund, which had a first close on 17th October, 2023. As on 31st March, 2024, amount drawn down from investors was ''2 crore and there is no outstanding investments.

UTI Venture Funds Management Company Private Limited:

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

The gross income of UTI VF was ''0.37 crore for the FY 2023-24 as against ''1.25 crore in the previous FY 2022-23. It clocked a net profit of ''0.18 crore for the FY 2023-24 as against ''0.85 crore for the previous FY 2022-23.

As a good corporate governance practice and in order to ensure effective monitoring of operations & performance of subsidiaries, atleast one independent director of UTI AMC has been appointed as director on Board of UTI International, UTI PFL and UTI APL.

All subsidiaries continued to be the subsidiary of the Company during the FY 2023-24.

The Audited financial statements of subsidiaries alongwith directors'' report & auditors'' report for the period ended 31st March, 2024 are forming part of the Annual Report, and the same is also available on the Company''s website at https:// www.utimf.com/amc-shareholders/subsidiaries-financials.

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

As on 31st March, 2024, the Company has only 1 (one) material subsidiary which is UTI International. The Company has no unlisted Indian material subsidiary.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, investments made, guarantees given and securities provided, if any, covered under Section 1 86 of the Act are disclosed under Note No. 6, 7 and 8 to the standalone financial statements for the FY 2023-24.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the FY 2023-24, the Company has entered into transactions with related parties, as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014 and applicable Accounting Standards, which were in ordinary course of business and on arm''s length basis.

The Independent Directors of the Audit Committee have reviewed and approved all the related party transactions executed during the FY 2023-24.

The Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the ''Policy on materiality of Related

Party Transactions and dealing with Related Party Transactions'', the Act and the SEBI Listing Regulations. Accordingly, the disclosure of related party transactions in form AOC-2 as required under Section 134(3)(h) and Section 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.

However, detailed disclosure on related party transactions as per Ind AS 24 inter-alia containing name of the related party alongwith the relationship with the Company and details of the transactions entered into with such related party are disclosed in Note No. 30 of the standalone financial statements as on 31st March, 2024.

AUDITORSStatutory Auditor

M/s. B S R & Co. LLP, Chartered Accountants (Firm Reg. No. 101248W / W-100022), was appointed as Statutory Auditor of the Company at the 18th AGM held on 28th July, 2021, for a term of 5 years to hold the office from the conclusion of 18th AGM till the conclusion of 23rd AGM of the Company.

The Report provided by the Statutory Auditor on the Financial Statements of the Company is part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer in the Auditor''s Report. The Statutory Auditor''s Report to shareholders for the FY 2023-24 does not contain any modified opinion or qualifications and the observations. The Comments given in the report of the Statutory Auditor read together with Notes to Accounts are self-explanatory and hence, do not call for any further explanation or comments under Section 134(f)(i) of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Vishal N. Manseta, Practicing Company Secretary (Membership No.: ACS 25183 and CP No. 8981) as the secretarial auditor of the Company for a term of 3 financial years from FY 2023-24 to FY 2025-26.The Secretarial Audit Report of the Company is set out as Annexure-II to this Directors'' Report which forms part of the Annual Report.

The Secretarial Compliance Report for the financial year ended 31st March, 2024, in relation to compliance of all applicable

SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI Listing Regulations, is set out as Annexure-II(A) to this Directors'' Report which forms part of the Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good corporate governance practice.

The Secretarial Audit Report and / or Secretarial Compliance Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Comments given in the report of the Secretarial Auditor are self-explanatory and hence, do not call for any further explanation or comments under Section 134(f)(i) of the Act.

Cost Auditors

As the Company is dealing with financial sector, therefore, disclosure pertaining to maintenance of cost records as specified by the Central Government under Section 148(1) of the Act, is not applicable to the Company.

Internal Auditor

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

Auditor for the Scheme of UTI MF

The statutory auditor for schemes of UTI MF is M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Reg. No. 301003E / E300005) in accordance with the provisions of SEBI Mutual Funds Regulations read with circulars and notification issued thereon.

There was no instance of any fraud which is required to be reported to the Audit Committee or the Board by the statutory auditor or secretarial auditor pursuant to Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India, during the FY 2023-24.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

The Company has adopted accounting policies which were in line with the accounting standards prescribed in the Act and the Ind AS as prescribed under Section 133 of the Act and other relevant provisions of the Act, as amended from time to time. There was no change in the accounting policies during the year. The statutory auditor of the Company has reviewed the internal financial controls of the Company and confirmed that the Company has, in all material respects, adequate internal financial controls with reference to the financial statements and

such internal financial controls were operating effectively as at 31st March, 2024, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on "Audit of Internal Financial Controls Over Financial Reporting" issued by the Institute of Chartered Accountants of India.

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

The Company maintains its books of accounts in SAP (an Enterprise Resource Planning [ERP] system) and has many of its accounting records stored in electronic form, which is backed up periodically. This ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of accounts. The Company has implemented rigid and automated processes to ensure accurate and timely updation of various master data, audit trail etc. in the ERP system.

Pursuant to the Environment, Social and Governance (ESG) initiative, the Company had implemented paperless approval system. All internal approvals are obtained digitally through the Document Management System. All the payments for invoices are processed through this system and each employee has a separate login access.

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

HUMAN RESOURCES

The Company believes that its employees play a vital role in building a successful organisation. It believes that nurturing people''s capability is the core behind driving business excellence. The Company is committed to maintaining an environment that values the contributions of its people and provides opportunities for their personal and professional growth.

The employees, while performing their duty, deal with various stakeholders'' viz. clients, other employees, distributors and investors, among others, in a respectful manner. The employees duly comply with / adhere to the Company''s Rules, Code of Conduct and any violation in the same is appropriately addressed. The Company demonstrates a commitment to a culture that promotes the highest ethical standards. The employer-employee relation continued to be healthy, cordial and progressive.

Some key focus areas and initiatives taken up during the FY 2023-24 are as under:

(i) Enhance an open, communicative environment across all levels, emphasising recognition based on merit;

(ii) A meticulously devised approach to lateral and campus hiring, coupled with a concerted effort to reshape perceptions, has spurred the cultivation of robust relationships for the Company;

(iii) Implemented structured hiring processes with a strong commitment to promoting diversity;

(iv) To embody Pay for Performance culture & continuously strive to enhance employees'' skill sets, essential for nurturing a high-performance culture; and

(v) I mplemented wellness programs that promote physical, mental and emotional well-being and regular feedback mechanisms such as performance evaluations, surveys and one-on-one meetings.

Generation	Number of Employees-Overall	% of Employees- Overall
Baby Boomers	25	1.7%
Gen X	730	52%
Gen Y	372	26.5%
Gen Z	278	19.8%
Total	1,405	100.00

UTI AMC cultural ethos are as under:

(i) A safe working environment free from sexual harassment and discrimination;

(ii) Challenging work assignments and opportunities are provided based on meritocracy; and

(iii) Strict adherence to the Company''s rules, code of conduct and above all, ethical standards.

Learning & Development

Continuous learning and development have significantly bolstered competencies across the UTI AMC family. Our approach encompasses a comprehensive 360-degree diagnostic learning model, fostering an environment conducive to growth. From reinforcing domain knowledge to refining behavioural

skills, the Company prioritises effective communication channels, both vertically and horizontally, fostering cross-functional collaboration. Regular, detailed assessments throughout the year empower the Company''s workforce to deliberate and make necessary adjustments, ensuring optimal productivity in any scenario. At the organisation, the Company places a premium on fostering the growth of the Company''s Employees by employing systematic assessments. These assessments allow us to gauge the necessity for training across various competencies.

Throughout the Fiscal Year 2023-24, comprehensive initiatives were undertaken across all sectors, encompassing investment, sales, IT, digitalisation and mandatory compliance modules such as POSH, DE&I, AML, Code of Ethics, Information Security, Whistle Blower and ESG. For the new hires, extensive on-the-job mentoring and regular knowledge-sharing sessions were ensured. With digital transformation spearheading the organisational strategy, employees underwent thorough training to enhance their technological adeptness and facilitate seamless adoption of cloud-based applications.

Conviction

Conviction forms the bedrock of the Company''s approach. The Company believes that each employee brings unique strengths, perspectives and potential contributions. This conviction drives to create policies, programs and initiatives that prioritise the well-being, growth and inclusivity of all our Employees.

Empowered Capabilities

Empowerment lies at the heart of effective Human Resource (HR) practices. UTI AMC equips its employees with the tools, resources and opportunities they need to excel. The Company plays a crucial role in identifying and nurturing talent, providing avenues for skill development and fostering a culture of continuous learning and innovation. By empowering employees with the capabilities to succeed, HR catalyses individual and collective growth, ultimately benefitting the organisation as a whole.

United Commitment

Commitment binds HR and employees together in pursuit of shared goals. It is about aligning individual aspirations with organisational objectives and fostering a sense of belonging and loyalty. HR acts as a bridge, ensuring that the needs, concerns and aspirations of employees are heard, understood and addressed. Through transparent communication, collaboration and a genuine commitment to mutual success, HR cultivates a culture of trust, engagement and collective accountability.

Forging the Synergy

The synergy between HR and its employees is a continuous journey of collaboration, adaptation and refinement. By fostering an environment where employees feel valued, respected and empowered, HR lays the foundation for strong and enduring

partnerships. Regular feedback mechanisms, mentorship programs and recognition initiatives further strengthen this bond, fostering a culture of appreciation and support.

Particulars of Employees

The total number of employees of the Company as on 31st March, 2024 stood at 1,405 employees. The employee benefit expenses on standalone basis for the FY 2023-24 stood at ''368.35 crore as compared to ''357.28 crore for the FY 2022-23.

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

In terms of provisions of Section 136 of the Act, the Annual Report is being sent to shareholders excluding aforementioned information. Such information will be available on the Company''s website at www.utimf.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, ethical behaviour, good corporate governance and practices. The Board of the Company has adopted the ''Whistle Blower Policy'' (the Policy) in compliance with Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers), Rules, 2014 and Regulation 22 of the SEBI Listing Regulations.

This Policy is to supplement the code of ethics, staff rules, anti-bribery policy and antifraud policy of the Company. Through the Policy, the Company intends to encourage its stakeholders to report matters without the risk of subsequent victimisation, discrimination or disadvantage. The Policy applies to stakeholders including but not limited to individual employee and their representative bodies working for the Company.

The Company is committed to developing a culture where all stakeholders are given opportunity to raise concerns about any actual or potential illegal and unethical act or practice in violation of the laws applicable to the Company. The ''Whistle Blowing'' reporting and vigil mechanism set out in the Policy, invites all stakeholders to act responsibly to uphold the reputation of the Company. The Policy aims to provide a mechanism to ensure that concerns are raised, investigated and addressed in the organised way. The Company recognises this mechanism as an important enabling factor in administering good corporate governance practices.

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

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a ''Policy on prevention of sexual harassment of women at workplace'' which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy aims to create an environment at every workplace which is free from sexual harassment and to provide safeguards against false or malicious charges. The Policy has been rigidly implemented within the Company.

The Company has constituted an Internal Complaints Committee (ICC) to enquire into the cases of sexual harassment at workplace.

The Company also conducts the awareness programmes on prevention of sexual harassment on regular basis.

The Company has not received any harassment complaint during the FY 2023-24 and no complaint was pending at the end of the year.

The POSH training of all employees of the Company were conducted during the financial year ended 31st March, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNELDirectorsComposition of Board

The Board comprises of 10 (ten) directors, consisting of 6 (six) Independent Directors [including 2 (two) Independent Women Directors], 3 (three) Non-Executive Nominee Directors and 1 (one) Managing Director. The Chairman of the Company is a Non-Executive Independent Director.

Mr. Imtaiyazur Rahman (DIN: 0181 8725) was appointed as the Chief Executive Officer (CEO) of the Company with effect from 13th June, 2020. The shareholders had, at the 19th Annual General Meeting of the Company approved the appointment of Mr. Rahman as Managing Director (MD) with effect from 26th July, 2022 to 12th June, 2024, not liable to retire by rotation. Accordingly, Mr. Rahman was re-designated as the Managing Director & CEO of the Company.

The existing term of Mr. Imtaiyazur Rahman as MD & CEO of the Company was till 12th June, 2024. The Board, based on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment Mr. Imtaiyazur Rahman as MD & CEO of the Company in its meeting held on 30th January, 2024. Subsequently, the Shareholders of the Company at the 7th Extra Ordinary General Meeting held on 7th March, 2024, approved his re-appointment as MD & CEO of the Company for another period of 2 years with effect from 13th June, 2024 to 12th June, 2026.

The Board had appointed Mr. Srivatsa Desikamani (DIN: 10193489) (representative of T. Rowe Price International Ltd) as an Additional Director (Non-Executive Nominee Category) with effect from 9th June, 2023. Subsequently, the shareholders had, at the 20th AGM held on 25th July, 2023, approved the appointment of Mr. Desikamani as Non-Executive Nominee Director, liable to retire by rotation.

Retirement by Rotation

Pursuant to Section 152 of the Act, Mr. Flemming Madsen (DIN: 02904543) will retire by rotation and being eligible, offers himself for re-appointment at the 21st AGM of the Company.

A detailed profile(s) and other related information along with necessary resolutions of Mr. Flemming Madsen, seeking appointment at the 21st AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the SEBI Listing Regulations, is provided in the Notice of the 21st AGM.

Cessation

Mr. Edward Cage Bernard (DIN: 08243277) resigned from the Board of the Company with effect from closure of business hours on 8th June, 2023. The Board acknowledged the valuable contributions made by Mr. Bernard during his tenure on the Board and various committees of the Company.

Disclosure of Disqualification of Directors:

All the directors of the Company have confirmed that they are not disqualified from being appointed as director pursuant to Section 164 of the Act. A certificate that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Company, by the SEBI, Ministry of Corporate Affairs or any such statutory authority, is annexed to the Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

As on 31st March, 2024, the Company has following 3 (three) Key Managerial Personnel (KMP) as defined in Section 2(51) and in compliance with Section 203 of the Act:

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

- Mr. Vinay Lakhotia, Chief Financial Officer; and

- Mr. Arvind Patkar, Company Secretary & Compliance Officer.

During the FY 2023-24 Mr. Surojit Saha ceased to be the Chief Financial Officer and Key Managerial Personnel of the Company due to attaining the retirement age with effect from closure of business hours on 30th September, 2023. The Board had, in its meeting held on 25th July, 2023, appointed Mr. Vinay Lakhotia as Chief Financial Officer of the Company with effect from 1st October, 2023.

DECLARATION OF INDEPENDENCE

The Independent Directors of the Company have submitted declaration of independence, pursuant to Section 149 of the Act and Regulation 1 6(1)(b) of the SEBI Listing Regulations, stating that they have met the criteria of independence as provided therein.

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

All independent directors of the Company are registered in the databank of independent directors in compliance with the provisions of Section 150 of the Act and Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The independent directors have also complied with the provisions of Rule 6(4) of Companies (Appointment and Qualifications of Directors) Rules, 2014 relating to online proficiency selfassessment test.

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company conducts familiarisation programmes to update the Directors on their roles, responsibilities, rights and duties under the Act and other statutes about the nature of industry in which the Company operates, functioning and performance of the Company.

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

NUMBER OF BOARD MEETINGS

9 meetings of Board were conducted during the FY 2023-24 on the following dates:

26th April, 2023, 24th May, 2023, 25th July, 2023, 18th October, 2023*, 19th October, 2023, 29th January, 2024, 30th January, 2024, and 26th March, 2024.

*There were two Board Meetings held on 18th October, 2023 with all the Board Members being present in the meeting.

In addition to the above, the joint meetings of Board of UTI AMC and UTI Trustee Company Private Limited (Trustees of UTI MF) were held on 25th April, 2023 and 26th April, 2023.

In compliance with the provisions of the Act read with the rules and circulars issued thereunder, the SEBI Listing Regulations and Secretarial Standard (SS-1 ) on Meetings of Board of Directors issued by Institute of Company Secretaries of India,

the maximum interval between any two meetings of the Board did not exceed 120 days.

The details of composition of the Board and its Committees and details of the meetings held during the FY 2023-24 along with the attendance of the directors therein are disclosed in the Corporate Governance Report forming part of this Annual Report.

BOARD COMMITTEES

In order to strengthen functioning of the Board, the Board of Directors have constituted following Committees as per the requirement of the Act and the SEBI Listing Regulations:

a) Audit Committee;

b) Nomination & Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Risk Management Committee; and

e) Corporate Social Responsibility Committee.

f) As per Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 (SEBI Mutual Fund Regulations) the Company has also constituted a Unitholder Protection Committee (UHPC).

Additionally, the Company has constituted the following Committees:

a) Digital Transformation Committee; and

b) ESG Committee.

Details of the Committees, their terms of references, composition and meetings held during the FY 2023-24 alongwith attendance of members of the Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

NOMINATION & REMUNERATION POLICY

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

The details of remuneration paid to executive director and sitting fees paid to non-executive directors have been included in the Corporate Governance report forming part of this Annual Report. The criteria of making payments to non-executive directors has been included in the Nomination & Remuneration Policy and the said policy, as per Regulation 46 of the SEBI listing regulations, is available on the Company''s website at https:// www.utimf.com/amc-shareholders/code-and-policies.

AUDIT & SYSTEMS

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

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

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

DATA PROTECTION AND CYBER SECURITY

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

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

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

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

The information security objectives are aligned with business objectives with highly resilient business continuity infrastructure and processes. The Company conducts periodic disaster recovery drills to test the infrastructure capabilities to continue the business during any contingency. Furthermore, the Company has obtained specialised cyber-security insurance coverage as well.

Periodic audits were conducted internally as well as through external firms to ensure data security and to conduct the review of the Cyber Security & Cyber Resilience Framework and System Audit in compliance with SEBI guidelines.

CORPORATE SOCIAL RESPONSIBILITY

Business corporations constantly strive to maximise shareholders wealth. However, there is a shift in the shareholders mindset led by social expectations, causing business leaders to revise

their strategy by taking into account the economic, social and environmental impacts. The Company gives utmost importance to its Corporate Social Responsibility (CSR) initiatives to operate in an economically, socially and environmentally sustainable manner, while recognising the interests of its stakeholders.

The Company is committed to ensure that its business is conducted according to rigorous ethical, professional and legal standards. The Company recognises that its business activities have direct and indirect impact on the society. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commitment to sustainable development and to meet the interests of its stakeholders.

The Company has a ''Corporate Social Responsibility Policy'' in compliance with the requirements of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules) read with circulars and notification issued thereon, which inter-alia lays down the, roles and responsibilities of the Board relating to CSR, manner of implementation and monitoring of CSR activities.

The Company has a Board-level CSR Committee and the details of its composition, terms of reference, number of meetings and attendance have been disclosed in the Corporate Governance Report forming part of this Annual Report. The Company also has a management-level CSR Committee to deal with all operational aspects related to CSR in accordance with the framework prescribed in the Policy and the guidance of the CSR Committee of the Board.

Pursuant to the CSR Rules, the Chief Financial Officer of the Company has certified that the funds disbursed as per the annual action plan for the FY 2023-24 have been utilised for the purpose and in the manner as approved / modified by the CSR Committee and Board.

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

The Annual Report on the Company''s CSR activities for FY 2023-24 is annexed as Annexure-IIIto this Directors'' Report.

RISK MANAGEMENT

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

The Company''s risk management framework includes:

(i) Risk Management Committee: The Committee reviews the overall risk management policies, guidelines and implementation thereof. The meetings of said committee are held on quarterly basis.

(ii) Equity and Debt Steering Committee: The Committee reviews fund performance and strategy reports as well as discuss products strategies and market developments.

(iii) Department of Risk Management: The Department reviews the implementation and governance of risk management framework at the scheme level and at the Company level. The department regularly reviews the portfolio risks, conducts performance attribution of funds vis-a-vis their respective benchmarks and competing funds, tracks the adherence of portfolio characteristics to the respective scheme mandates and computes various portfolio analytics to judge the risk and return indicators over a period of time.

(iv) Investment Committee: Investment Committee meets on a monthly basis to review, among other things, the performance of the funds, top securities transactions and exceptions, if any, to regulatory / internal investment norms or limits.

(v) Executive Risk Management Committee: This Committee, consisting of functional heads, meets on quarterly basis to review the Risk Management Policy, Risk Control Self-Assessment (RCSA) framework, risk appetite framework, crisis management, risk incidents and various other operational risk indicators.

(vi) Technology Advisory Committee: This Committee comprises of Chief Risk Officer, Head of Information Technology, Enterprise Architecture Head, Chief Information Security Officer and External Director. This Committee meets on a quarterly basis to assess and endorse the implementation of the cybersecurity and cyber resilience framework as well as to evaluate current IT and cybersecurity capabilities. The Committee establishes plans to enhance and fortify cybersecurity and cyber resilience measures.

(vii) Information Security Executive Committee: This Committee comprised of the Chief Risk Officer, Head of Information Technology, Enterprise Architecture Head, Chief Information Security Officer and Heads of respective departments. The Committee meets on a quarterly basis to oversee and direct security programs across the organisation. Their responsibilities are to ensure that information assets are adequately protected, initiating programs to maintain information security awareness, enforcing & monitoring information security policies and governance throughout the organisation and continuously improving these processes.

(viii) Department of Internal Audit: The Department of Internal Audit together with the Investment Committee and the Department of Risk Management ensures that the risk related policies, procedures and processes laid down by the Board and the Risk Management Committee are effectively implemented.

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

BOARD EVALUATION

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

The Company had engaged an external expert firm to conduct Board evaluation for the FY 2023-24. The performance evaluation was conducted in line with the provisions of the Policy, the Act, the SEBI Listing Regulations and Guidance Note on Board Evaluation dated 5th January, 2017 issued by SEBI and benchmarked with various international practices.

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

EMPLOYEE STOCK OPTION SCHEME

The Company has an Employee Stock Option Scheme, namely ''UTI AMC Employee Stock Option Scheme-2007'' (ESOP Scheme). The objective of ESOP Scheme 2007 is to reward employees to align individual performance with Company''s objectives and drive shareholders'' value creation, create a culture of ownership among the executives and employees to enhance their commitment to the organisation, to collaborate, attract and retain key talent critical to organisation''s success. There are no material changes made to the above Scheme.

The details of ESOP Scheme 2007 are as under:
Particulars					Total
No. of Options granted					89,03,828
No. of Options vested (excluding options that have been exercised)					22,24,730
No. of Options exercised					17,92,232
Total number of equity shares that would arise as a result of full exercise of options granted net of cancelled / forfeited / lapsed options					48,27,951
No. of Options forfeited/lapsed/cancelled					40,75,877
Money realised by exercise of options (in '')					60,86,49,712
Total number of options in force					30,35,719
Variation in terms of options					-
The Exercise Price					728
The details of stock options granted during the last three financial years to the employees of the Company and few employees of the subsidiaries are as under:
Sr. No.	Date of grant		No. of options granted	Face Value ('')	Exercise Price ('')
During the FY 2021-22
1.	28th July, 2021		8,61,350	10/-	923.20/-
2.	17th January, 2022		15,291	10/-	1,079.45/-
During the FY 2022-23
3.	13th September, 2022		10,17,243	10/-	816.05/-
During the FY 2023-24
4.	-		-	-	-
The details of stock options granted to KMPs under the ESOP Scheme 2007 are as under:
Sr. No.	Particulars	Designation			Total options granted
1.	Mr. Imtaiyazur Rahman	Managing Director & Chief Executive Officer			6,65,393
2.	Mr. Vinay Lakhotia*	Chief Financial Officer			49,427
3.	Mr. Surojit Saha*	Chief Financial Officer			49,427
4.	Mr. Arvind Patkar	Company Secretary & Compliance Officer			6,512

*During the FY2023â24, Mr. Surojit Saha ceased to be the Chief Financial Officer and Key Managerial Personnel of the Company due to attaining the retirement age with effect from closure of business hours on 30th September, 2023. The Board had, in its meeting held on 25th July, 2023, appointed Mr. Vinay Lakhotia as Chief Financial Officer of the Company with effect from 1st October, 2023.

During the FY 2023-24, the Company has not granted stock options to employees under the ESOP Scheme 2007 which is equal to or exceeds one percent of the issued share capital of the Company and no employee was granted options amounting to five percent or more of options granted.

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

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

Financial Year	Number of equity shares
2023-24	2,72,479*
2022-23	34,654
2021-22	1,61,787
Total	4,68,920

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

The scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE Regulations). The disclosures as required under the aforesaid regulations can be accessed on the Company''s website at https://www.utimf.com/. The certificate, as required under Regulation 13 of the SEBI SBEB & SE Regulations, from the Secretarial Auditor of the Company certifying that ''UTI AMC Employee Stock Option Scheme-2007'' has been implemented in accordance with the aforesaid regulations will be available for inspection at the 21st AGM of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Although the Company''s core business of fund management services isn''t energy-intensive or reliant on specialised technology, it remains vigilant about energy conservation. Wherever feasible, the Company has implemented measures to conserve energy, aligning with its commitment to sustainability.

Recognising the significance of optimising energy usage and conservation, the Company emphasises these aspects in its Business Responsibility and Sustainability Report, forming part of this Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

('' in crore)
Particulars	FY 2023-24	FY 2022-23
Foreign Exchange Earnings	15.16	13.86
Foreign Exchange Outgo	13.32	12.11

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

ANNUAL RETURN

In accordance with the requirements mentioned under Section 134(3)(a) and Section 92(3) of the Act and circulars issued thereon, the Annual Return of the Company for the FY 2023-24 is available on the Company''s website at https://www.utimf. com/amc-shareholders/annual-reports.

MANAGEMENT''S DISCUSSION AND ANALYSIS SECTION

The Management Discussion and Analysis Section of the Company for the FY 2023-24 forms part of this Annual Report as required under the Act and Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations.

CORPORATE GOVERNANCE

The Company is a professionally managed asset management Company, steered by a proficient Board whose expertise spans

in diverse fields & supported by a dedicated management team, rich in talent and experience, the Company is steadfast in its commitment to operating within a robust and compliant framework.

In terms of the SEBI Listing Regulations, a separate section titled ''Corporate Governance Report'' has been included in this Annual Report.

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

ESG INITIATIVES OF THE COMPANY:

In today''s rapidly evolving financial landscape, the integration of Environmental, Social and Governance (ESG) principles is no longer a peripheral consideration but a central tenet of business strategy. At UTI AMC, we recognise the critical role we play in driving sustainable economic growth, promoting social equity, and fostering robust governance practices. Our commitment to ESG is embedded into the fabric of our operations, guiding our investment decisions, shaping our corporate culture and informing our engagement with stakeholders. Throughout the past year, we have matured our ESG programmes, confident that our ongoing dedication and enthusiasm for ESG will empower us to cultivate a more vibrant workplace while upholding the trust and respect of our valued employees, customers and partners. As forces of nature and human actions continue to disrupt and reshape the world, we recognise our footprint and acknowledge our responsibility to advocate for the environment, underrepresented and marginalised communities and sound governance practices.

The beginning of FY 2021-22, we started reporting on our ESG performance through the Sustainability Report. As a part of the SEBI mandate, we have been publishing the Business Responsibility and Sustainability Report (BRSR) reflecting various initiatives undertaken at UTI AMC under the nine NGBRC principles. We are incorporating ESG as a major element into all aspects of our business operations, such as responsible investment, employee well-being, community involvement, environmental footprint reduction and risk management. Over the past few years, we have encouraged a gradual shift in our business strategy to embed ESG as a company-wide culture. This modification reflects our goal of promoting value creation within our ecosystem while also considering the welfare of all involved parties.

Environmental

Our environmental impact strategy supports the goals of the Paris Climate Agreement to limit the increase of global temperatures to 1 .5 Â°C. Our approach to environmental stewardship is multifaceted, encompassing the reduction

of environmental footprint within our own operations, the integration of environmental risk analysis into our investment process and environmental efforts for the community. Operating sustainably: We have improved our energy efficiency by transitioning to larger or better-designed LED bulbs, improving insulation to reduce heat loss, conducting energy audits and monitoring heating through a smart office design (HVAC systems, and use of environment-friendly R-134A refrigerant gas in 2x300 TR chiller plants in the air-conditioning systems). We are proud to receive Green Energy Certificates and reach the milestone of 1 00% renewable energy at our corporate office.

A conscious effort is made to source materials that are both resilient and sustainable for office infrastructure. Our newly purchased furniture, chairs and carpets are manufactured from fully recyclable materials and have green certificate ratings (such as AFRDI Green Tick Certification, LEED Certification, and SCS-EC10.3-2014 v4.1) and Environmental Product Declarations (EPDs). In the reporting year, 20.84% of our total capex was attributed to sustainable sourcing. We have installed a sewage treatment plant with a capacity of 50,000 litres to treat sewage water and make it available for use in air conditioning, gardening and other secondary purposes. This has led to a significant reduction in our water footprint by the said volume. We have implemented waste reduction and recycling processes that involve composting 100% of our wet waste and recycling 100% of our paper and plastic waste at the corporate premises. In the reporting year, we composted of wet waste and recycled of paper and plastic waste. Company wide e-waste is handled by government-authorised vendors as per our recycling policy, in the reporting year 1191.90 Kg was recycled. Furthermore, we have been reducing our environmental footprint through digitisation. A digital Document Management System (DMS) named "UTI E-Way" has been adopted to further the aim of transitioning to a paperless office. We also provide EV charging stations to employees at the corporate office.

Responsible Investment Policy: UTI AMC has adopted a Responsible Investment Policy, demonstrating its commitment to the integration of ESG factors in the investment decisionmaking process. We have also been signatory to the United Nations-Principles for Responsible Investing (''UN-PRI'') since 2020. As a part of the ESG Integration framework and policy, we consider the following environmental factors for the due diligence of investee companies that help them achieve a low-carbon economy carbon emissions, water stress, toxic waste, biodiversity, financing impact, and clean technology. In November 2023, UTI AMC became a signatory to Climate Action 100 , and along with other signatories, we have commenced engagements with seven Indian corporate companies that have been recognised as very high carbon emitters. UTI AMC understands the risks of stranded assets

for these companies and will engage with them to push for an effective transition and decarbonisation plan (Climate Action 100 is made up of 700 global investors who are responsible for more than $68 trillion in assets under management across 33 markets).

Environmental efforts for the community: UTI AMC

collaborated with Gramin Vikas Vigyan Samiti (GRAVIS) to implement water harvesting techniques and farming interventions in fifteen villages of Jaisalmer and Pokhran block of Jaisalmer (a NITI Aayog Aspirational District) for community development. A total of 15 villages (8 in Jaisalmer block and 7 in Pokhran block), covering a population of about 17,681 people, benefited from this project. Through this project, we have constructed 50 water storage units for domestic consumption and farming needs, 50 farming dykes for greater food security, and 50 Arid Horticulture Units (AHUs) for nutrition and income security. Trainings were conducted for more than 12,544 people on water management, dry land farming, and goat rearing. A community pond has been rejuvenated, and a silvopasture unit (the practice of integrating trees, forage, and the grazing of domesticated animals in a mutually beneficial way) has been established.

Social

As an organisation, we are deeply committed to addressing the needs of all stakeholders, and we view our social capital as an essential contributor to our businesses continuous success. By leveraging the relationships we have formed with our valuable stakeholders, we strive to cater to the needs of the wider community. Our commitment to social responsibility is reflected in our focus on employee well-being, diversity and inclusion, and community impact. We are committed to increase female representation in our workforce which currently stands at 27.74% of our employee strength. In the year ended 31st March 2024, 50-60% of our hires were women. Percentage of women in mid-senior to leadership cadre was 19%.

With an emphasis on our social capital, we have implemented various initiatives for employee well-being. We conducted a physical and mental wellness survey that aimed to understand employee health habits, lifestyle choices, and mental wellbeing. The results of the survey culminated in the organisation of eight physical and mental well-being webinars by experts. To further reinforce our commitment to employee health, we conducted a Health and Wellness Carnival for check-ups (eye check-up, hair & skin examination, dental check-up, BMI and diet consultation) in addition to our biennial mandatory health check-ups for all employees. Recognising the importance of fostering an inclusive and conducive work culture for all employees, UTI AMC undertook the initiative to conduct a Great Place to Work certification survey. This survey served as a pivotal litmus test, providing valuable insights into the organisation''s current culture and highlighting areas for improvement to better accommodate the needs and expectations of the emerging workforce.

Diversity and inclusion are integral to our corporate ethos. We recognise that diverse teams drive innovation and better decision-making. Within our organisation, we strive to create an inclusive workplace where all employees feel valued and empowered. This includes implementing unbiased recruitment practices, providing equal opportunities for career advancement, and fostering a culture of respect and collaboration. Similarly, we advocate for diversity and inclusion within the companies we invest in, encouraging them to build diverse boards and leadership teams. We have introduced Diversity, Equity, and Inclusion training as an annual refresher course that includes an understanding of conscious and unconscious biases and enrolled six women employees in a programme to transition from mid-senior to a leadership role.

We follow a 360-degree diagnostic learning approach for building a conducive environment, right from strengthening domain knowledge to behavioural skills, encouraging top-down and bottom-up communication mediums, and cross-functional interaction. Throughout the year, trainings were conducted on sales and marketing, digital marketing, human resource practices, corporate governance practices, and compliance. The training helped employees improve productivity and ensure compliance with regulatory provisions and policies of the Company.

We conduct Investor Awareness Programmes (IAPs) across multiple cities for different target audiences. In the reporting year we conducted 414 IAPs. The core objective of these programmes is to create awareness about investment and financial planning among the target audience. We also run social media handles and campaigns to educate investors on various topics ranging from financial planning, goal-based investments, tax savings, the significance of starting early, and retirement, to name a few. In line with our objective of being a socially responsible organisation, we have undertaken various CSR initiatives around health, education, and rural development. Through our initiatives in the reporting year, 28,258 lives were benefitted. Governance

Integrity, transparency and accountability serve as the cornerstones of our corporate governance concept. This mindset is essential for safeguarding the interests of all our stakeholders, boosting investor confidence and enabling the generation of lasting wealth. We have in place an ESG Committee of the Board that provides us with valuable guidance in our ESG journey. We have also adopted a formal stewardship code and voting policy and we have also engaged external experts and rating agencies to provide us with independent inputs to supplement our ESG assessment of the investee companies. Driven by our rich legacy, UTI AMC is committed to raising the bar for governance in the industry.

This year we marked the completion of our first assessment as a signatory to UN PRI. Members of our investment team are undergoing training and certification for responsible investment and this year 3 members of the team completed their certification. We understand that effective decisionmaking, risk management, accountability, and transparency are crucial to our success. With stringent processes in place, we make informed decisions that align with our values and goals, minimising risk while upholding the trust of our diverse stakeholders. Therefore, we remain steadfast in our commitment to transparent governance, ensuring that we maintain the highest standards and exceed expectations.

An effective corporate governance framework, inter-alia, focuses on continuous engagement with its stakeholders, long-term value creation for all its stakeholders, protection of the rights of all stakeholders, independent functioning of the board and its committees from management, transparency and integrity in dealings, fair and timely disclosures, and creating a culture instrumental to both its stakeholders and regulators. These parameters form the bedrock of the Company''s sustainable governance practices. We align our governance practices to meet stakeholders'' aspirations and societal expectations. Our practices architecture is driven by the 3Cs, i.e. Conviction, Capabilities and Commitment. Code of ethics, whistleblowing, anti-money laundering, prevention of sexual harassment, and cyber security trainings are incorporated into our learning and development efforts. We ensure employees undergo this training continuously to build awareness and sensitivity through an annual certification process. Overall completion rate for the training in the reporting year was 99%. In FY 2023-24, we conducted ESG awareness sessions for all the employees (UTI Group) through 24 sessions (12 in-person and 12 virtual) with a 96% participation rate.

Cybersecurity is crucial for UTI AMC in today''s digital landscape; hence, we have incorporated best-in-class systems and processes and imparted regular training to employees to enhance its ability to monitor, detect, and respond to data breaches and cyber-attacks effectively. This minimises the potential damage and ensures a more secure environment. The growing trend of digitalisation has encouraged us to develop a methodical client acquisition strategy that has been powered by our digital capabilities while converting users through a straight-through process or in the form of leads that are then reached through call centres, targeted email, remarketing campaigns, etc. In the reporting year, we had zero data breaches. We undertook initiatives such as Zero Trust Network Access (ZTNA)/ VDI, Cyber Liability Insurance, a cyber crisis tabletop exercise related to ransomware, and continuous sensitisation through emailers on threat awareness. The Risk and Compliance teams proactively review and monitor daily, weekly, and monthly regulatory and internal submissions.

The Company prioritises transparency with its customers by furnishing all relevant details through various platforms such as emails, website, apps. The Company actively seeks feedback from customers at different stages, and customer complaints / grievances undergo root cause analysis to enhance service quality. During FY 2023-24, the average net promoter score stood at 94.01%. Subsequently, customers who provided low ratings were contacted to solicit feedback on areas for improvement.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI has, vide its official gazette notification dated 5th May, 2021 and circular dated 10th May, 2021, mandated the top 1000 listed entities to disclose their performance against the nine principles of the ''National Guidelines on Responsible Business Conduct'' (NGRBC) in Business Responsibility & Sustainability Report from the FY 2023-24.

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the FY 2023-24 forms part of this Annual Report. ESG factors are increasingly becoming important considerations for investors. The BRSR reflects a commitment to sustainable development and responsible business practices, which are crucial for India''s economic growth and societal well-being in the long term.

The Company has issued its sustainability report for the FY 2022-23 with reference to the GRI Standards along with guidance from the Sustainability Accounting Standards Board reporting standards which outlines Company''s performance on key ESG parameters integrated in the operations. At UTI AMC, focus on ESG matters underpins the business and is imperative to fulfilling the mission of serving clients responsibly and creating long-term value.

As per Regulation 46 of the SEBI Listing Regulations the Business Responsibility and Sustainability Report is available on the Company''s website at https://www.utimf.com/amc-shareholders/annual-reports.

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

POSTAL BALLOT

No resolution was passed through Postal Ballot during FY 202324. Further, no resolution is proposed to be passed as special resolution through Postal Ballot as on the date of this Report.

WEBSITE DISCLOSURES

In compliance with the Regulation 46 of the SEBI Listing Regulations, the Company maintains a functioning website where necessary information / disclosures / intimations etc. are disclosed from time to time. The link to the statutory disclosures

under the said regulation is- https://www.utimf.com/amc-shareholders/disclosures-under-regulation-46-of-the-lodr.

UTI Mutual Fund Digital platforms for Investors, Distributors and Corporate Portal were revamped this year to offer best-in-class user experience and enhanced features for all users. The UTI MF investor app and web is now equipped with 75 features and functions for users to explore, evaluate, transact, service and enquire seamlessly. The revamped UTI Buddy App and web has been specially designed to serve as their ultimate solution for onboarding, recommending and managing investments in their clients. It''s going to give them an array of exciting and improved features that''s going to make it easy for them to manage their business. The Company''s Corporate Portal is now teeming with information on our business, our management team, offerings and services that is easily accessible and is presented in an attractive user-friendly manner.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and the SEBI Listing Regulations, the Company additionally discloses that during the FY 2023-24:

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

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

(iii) there was no revision in the financial statements or Directors'' Report of the Company;

(iv) t here was no material change and commitment affecting the financial position of the Company between the end of the FY 2023-24 and the date of this report;

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

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

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

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

(ix) no application has been made under the Insolvency and Bankruptcy Code, hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

Section 134(5) of the Act, with respect to Directors'' Responsibility

Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the FY 2023-24, the applicable accounting standards were followed along with proper explanation relating to material departures, if any;

(ii) the accounting policies were selected and applied consistently, judgments and estimates were made so that they are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year i.e. 31st March, 2024 and of the profit and loss of the Company for that period;

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

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

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

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

ACKNOWLEDGEMENT

The Board extends heartfelt appreciation to the dedicated employees and support staff across the Company and its subsidiaries for their unwavering commitment and hard work. Furthermore, the Board acknowledges with gratitude the invaluable support, co-operation and guidance extended by all stakeholders such as the Securities and Exchange Board of India, Reserve Bank of India, Pension Fund Development and Regulatory Authority, Ministry of Corporate Affairs, Registrar of Companies, Association of Mutual Funds in India, UTI Trustee Company Private Limited, National Securities Depository Limited, Central Depository Services (India) Limited, National Stock Exchange of India Limited, BSE Limited, as well as the Company''s sponsors and members.

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

Mar 31, 2023

FINANCIAL PERFORMANCE

The financial statements of the Company were prepared in accordance with Section 133 and other applicable provisions of the Companies Act, 2013 (the Act) and the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs. The below table summarizes the Company''s financial performance for the financial year ended 31st March, 2023 as compared to the previous financial year:

('' in crore)
	Standalone		Consolidated
Particulars	As on 31st March, 2023	As on 31st March, 2022	As on 31st March, 2023	As on 31st March, 2022
Revenue from operation	1,091.57	1,059.63	1,266.86	1,319.08
Other Income	9.39	0.64	23.23	8.19
Total Income	1,100.96	1,060.27	1,290.09	1,327.27
Employee Benefit Expenses	357.28	362.47	414.53	406.71
Other Expenses	189.85	171.54	289.94	260.38
Total Expenses	547.13	534.01	704.47	667.09
Profit before tax expense	553.83	526.26	585.62	660.18
Less: Tax expense (current & deferred)	129.4	108.48	145.94	125.59
Profit after tax	424.43	417.78	439.68	534.59
Add / less: Other comprehensive income (Net of tax)	7.44	3.78	7.53	3.80
Total comprehensive income	431.87	421.56	447.21	538.39
Balance of retained earnings carried to balance sheet	3,013.94	2,855.69	3,380.09	3,208.78

Paid-up capital	126.98	126.95	126.98	126.95
Net worth	3,348.27	3,160.45	3,867.84	3,620.17

SHARE CAPITAL

The authorized share capital of the Company is ''2,00,00,00,000 (20,00,00,000 equity shares of face value of ''10 each) and there was no change therein during the FY 2022-23.

As on 31st March, 2023, the issued, subscribed and paid-up equity share capital of the Company stood at ''1,26,98,36,950 (comprising of 12,69,83,695 equity shares of the face value of ''10 each) as against ''1,26,94,90,410 (comprising of 12,69,49,041 equity shares of the face value of ''10 each) at the end of the previous FY 2021-22. The increase in the paid up equity share capital is on account of allotment of 34,654 equity shares to the eligible employees who had exercised the stock options under the ''UTI AMC Employee Stock Option Scheme-2007'' (the ESOP Scheme 2007).

The listed equity share capital of the Company as on 31st March, 2023 is ''1,26,98,25,260 (comprising of 12,69,82,526 equity shares of the face value of ''10 each). The difference between the paid up equity share capital and the listed equity share capital of ''11,690 was due to the pending listing of 1,169 equity shares allotted under the ESOP Scheme 2007 on 16th March, 2023. National Stock Exchange of India Limited and BSE Limited have, vide their letters dated 3rd April, 2023, listed and admitted the aforesaid equity shares of the Company for trading with effect from 5th April, 2023.

DIVIDEND

The Board of Directors of the Company (the Board) has recommended a final dividend of ''22 per equity share (220%) of face value of ''10 each for the FY 2022-23.

The Board has recommended the final dividend equivalent to 65.82% of the profit after tax of the Company.

The Dividend Distribution Policy of the Company is annexed as Annexure-I to this Directors'' Report and the same is available on the Company''s website at https://www.utimf.com/uti-amc- shareholders/corporate-governance/code-and-policies/.

The final dividend shall be paid, subject to the approval of members at the 20th Annual General Meeting (AGM) of the Company to be held on Tuesday, the 25th July, 2023, to those members:

a. whose name appears in the statement of beneficial owners to be furnished by the Depositories in respect of the shares held in electronic form as at the end of business hours on Tuesday, the 18th July, 2023; and

b. whose name appears as member in the Company''s register of members maintained by the Registrar and Share Transfer agent of the Company on Tuesday, the 18th July, 2023.

Pursuant to Section 91 of the Act and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), the register of members and share transfer books of the Company shall remain closed from Wednesday, the 19th July, 2023 to Tuesday, the 25th July, 2023, (both days inclusive) for determining the entitlement of members for dividend, if declared for the FY 2022-23.

The Company has not declared any interim dividend to the members of the Company during the FY 2022-23.

BUSINESS OPERATIONS / PERFORMANCE OF SUBSIDIARIES

As on 31st March, 2023, the Company had 4 (four) direct subsidiaries and 4 (four) step-down subsidiaries. The business operations and performance of subsidiaries are as under:

UTI International Limited:

UTI International Limited (UTI International) was incorporated as the Limited Liability Company under the laws of Guernsey on 30th January, 1996, pursuant to an Act of the Royal Court of the Guernsey Island. UTI International is engaged in the investment management of equity and debt funds as authorized by its Memorandum of Incorporation.

UTI International looks after the administration and marketing of offshore funds. UTI International is responsible for developing new products and new business opportunities for UTI group offshore activities. UTI International''s investor base includes insurance companies, pension funds, family offices and other financial institutions across Europe, Asia and the Middle East. UTI International has 4 (four) subsidiaries - UTI Investment Management Company (Mauritius) Limited, UTI International (Singapore) Private Limited, UTI International (France) SAS and UTI Investments America Limited.

The consolidated total income of UTI International for FY 2022-23 was GBP 94,63,720 as compared to GBP 1,83,21,165 for the previous FY 2021-22 and consolidated net loss for FY 2022-23 was GBP 32,91,807 as compared to consolidated net profit of GBP 75,15,534 in the previous FY 2021-22.

As of 31st March, 2023, UTI International had total 25 funds with an Asset under Management (AUM) of USD 2.64 billion.

UTI Retirement Solutions Limited:

UTI Retirement Solutions Limited (UTI RSL) was incorporated on 14th December, 2007 under the Companies Act, 1 956. UTI RSL manages the pension funds under National Pension System (NPS). UTI RSL is engaged in carrying out the operations as pension fund manager under the regulatory framework of Pension Fund Regulatory and Development Authority (PFRDA) and the Board of Trustees of the NPS Trust.

UTI RSL has registered a strong growth in terms of AUM, revenue and net profit after tax during the FY 2022-23.

The total income of UTI RSL for the FY 2022-23 was ''106.87 crore as compared to ''93.82 crore for the previous FY 2021-22. The revenue on account of Investment Management Fee (IMF) has grown by 11.10% during FY 2022-23 from ''91.39 crore to ''101.53 crore.

UTI RSL''s net profit after tax has grown to ''46.47 crore for the FY 2022-23 against the net profit after tax of ''42.34 crore for the FY 2021-22, registering a growth of 9.75%.

UTI RSL was awarded the ''Best Pension Fund Manager of the Year'' by Asia Asset Management - Best of the Best Awards for the Year 2023. This is the sixth consecutive year that UTI RSL has received this award.

UTI RSL has also received the award for the ''Best Transformation of the year'' for IT Infrastructure setup, at the CIO Summit 2023 hosted by Empiric Business Media.

UTI Capital Private Limited:

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

The total income of UTI CPL was ''11.91 crore for the FY 2022-23 as compared to ''7.68 crore for the previous FY 2021-22. The net loss was recorded at ''3.29 crore for the FY 2022-23 as against net loss of ''2.21 crore for the previous FY 2021-22.

UTI CPL has following funds:

a. UTI Structured Debt Opportunities Fund I (UTI SDOF I), a ''695.9 crore private credit fund. As on 31st March, 2023, UTI SDOF I had completed 9 exits out of 11 investments and the fund had returned Â¦â108% of the total funds raised from investors in the form of capital, interest and capital gains.

b. UTI Structured Debt Opportunities Fund II (UTI SDOF II), a ''506.6 crore private credit fund, which had a final close on 31st May, 2022. As on 31st March, 2023, amount drawn down from investors was ''223.6 crores and outstanding investments aggregating ''196 crores in six portfolio companies.

c. UTI Structured Debt Opportunities Fund III (UTI SDOF III), a ''300.7 crore private credit fund, which had a first close on 30th September, 2022. As on 31st March, 2023, amount drawn down from investors was ''78.4 crores and outstanding investments aggregating ''33 crores in two portfolio companies.

d. UTI Multi Opportunities Fund I (UTI MOF I), a ''763 crore fund, which had a first close on 31st March, 2022. As on 31st March, 2023, amount drawn down from investors was ''168.5 crores and outstanding investments aggregating ''143 crores in six portfolio companies.

UTI Venture Funds Management Company Private Limited:

UTI Venture Funds Management Company Private Limited (UTI VF) was incorporated on 27th March, 2001 under the Companies Act, 1956. The principal business of UTI VF is to manage venture capital funds and private equity funds.

The gross income of UTI VF was ''1.25 crore for the FY 2022-23 as against ''2.23 crore in the previous FY 2021-22. It clocked a net profit of ''0.85 crore for the FY 2022-23 as against ''0.89 crore for the previous FY 2021-22.

The audited financial statements of subsidiaries, together with the directors'' report and auditor''s report, for the period ended 31st March, 2023 are part of this Annual Report.

As a good corporate governance practice and in order to ensure effective monitoring of operations & performance of

subsidiaries, atleast one independent director of UTI AMC has been appointed as director on the Board of UTI International, UTI RSL and UTI CPL.

All subsidiaries continued to be the subsidiary of the Company during the FY 2022-23. UTI Investments America Limited was incorporated on 7th November, 2022 as the subsidiary of UTI International.

The audited financial statements including the consolidated financial statements of the Company forms part of this Annual Report and are available on the Company''s website at https:// www.utimf.com/uti-amc-shareholders/financials-filings/results/. The financial statements of subsidiaries are also available on the Company''s website at https://www.utimf.com/uti-amc-shareholders/financials-filings/subsidiaries-financials/.

The Company has a ''Policy for determining material subsidiary'' and is available on the Company''s website at https://www.utimf. com/uti-amc-shareholders/corporate-governance/code-and-policies/.

As on 31st March, 2023, the Company has only 1 (one) material subsidiary which is UTI International. The Company has no unlisted Indian material subsidiary.

OVERVIEW OF OPERATIONS OF THE GROUP
The Company believes that its track record of product innovation, consistency and stable investment performance contributed to the
growth of its AUM. The overview of operations of the group is as under:			('' in crore)
Particulars	As on 31st March, 2023	As on 31st March, 2022	% of change
UTI Mutual Fund (UTI MF)
Quarterly Average Assets Under Management (QAAUM) of UTI MF⁽¹⁾	2,38,791	2,23,842	6.68
QAAUM for equity schemes	70,494	69,287	1.74
QAAUM for ETFs and index funds	82,871	62,447	32.71
QAAUM for hybrid funds	24,101	26,444	(8.9)
QAAUM for the liquid funds (UTI Liquid Cash Plan and UTI Overnight Fund)	38,182	36,936	3.37
QAAUM of debt funds⁽²⁾	23,144	28,727	(19.4)
Portfolio Management Services (PMS) division of UTI AMC
AUM⁽³⁾	10,53,085	8,93,082	17.92
Subsidiaries
AUM of UTI International	21,703	28,974	(25.10)
AUM of UTI RSL	2,40,709	2,01,919	19.21
AUM of UTI CPL	1,707	1,088	56.89

Notes:

(1) The market share of UTI MF also grew from 5.83% to 5.89% on QAAUM basis;

(2) Reduction in QAAUM of debt funds was due to maturity of 28 closed-ended funds; and

(3) Positive growth was mainly due to inflows mandates from EPFO, PLI, ESIC & CMPFO accounts and advisory business.

SCHEMES LAUNCHED DURING THE YEAR

UTI MF has launched 12 funds during the FY 2022-23 under different equity, debt and ETF category and successfully mobilised a total AUM of ''1,142 crore.

CHANGES IN FUNDAMENTAL ATTRIBUTES OF SCHEMES

The changes made to the fundamental attributes of schemes during the FY 2022-23 are as under:

a. Merger of schemes: There were merger of 1 7 debt schemes under fixed term maturity plans into 4 schemes;

b. Change in asset allocation pattern: There was a change in asset allocation pattern of UTI-Fixed Income Interval Fund-Annual Interval Plan I and UTI-Fixed Income Interval Fund-Annual Interval Plan III; and

c. Enabling provision for creation of segregated portfolio in the surviving schemes post-merger.

TRANSFER TO RESERVES

During the FY 2022-23, no amount was transferred to the general reserves of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, investments made, guarantees given and securities provided, if any, covered under Section 186 of the Act are disclosed under Note No. 6, 7 and 8 to the standalone financial statements for the FY 2022-23.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In accordance with the provisions of Section 177 and Section 188 of the Act read with rules made thereunder and Regulation 23 of the SEBI Listing Regulations read with circulars and notification issued thereon, the Company has a ''Policy on materiality of related party transactions and dealing with related party transactions''. The Policy is available on the Company''s website at https://www.utimf.com/uti-amc-shareholders/corporate-governance/code-and-policies/. During the FY 2022-23, the Company has entered into transactions with related parties, as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014 and applicable Accounting Standards, which were in ordinary course of business and on arm''s length basis.

The Independent Directors of the Audit Committee have reviewed and approved all the related party transactions executed during the FY 2022-23.

The Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy, the Act and the SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) and Section 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2 is not applicable. However, detailed disclosure on related party transactions as per Ind AS 24 inter-alia containing name of the related party and details of the transactions entered into with such related party are disclosed in Note No. 30 of the standalone financial statements for the FY 2022-23.

DEPOSITS

During the FY 2022-23, the Company has not accepted any deposit under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORSStatutory Auditor

The statutory auditor of the Company is M/s. B S R & Co. LLP, Chartered Accountants (Firm Reg. No. 101248W/W-100022). The Auditor''s Report on financial statements for the FY 2022-23 forms part of this Annual Report.

Secretarial Auditor

The secretarial auditor of the Company is Vishal N. Manseta, Practicing Company Secretary (Membership No.: ACS 25183 and CP No. 8981).

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report of the Company issued by Vishal N. Manseta for the FY 2022-23 is annexed as Annexure-II to this Directors'' Report.

There was no qualification, reservation or adverse comment or disclaimer made by the aforesaid auditors in their respective audit reports.

There was no instance of any fraud which is required to be reported to the Audit Committee or the Board by the statutory auditor or secretarial auditor pursuant to Section 143(12) of the Act. Internal Auditor

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

Auditor for the scheme of UTI MF

The statutory auditor for schemes of UTI MF is M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Reg. No. 301003E/ E300005) in accordance with the provisions of Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 read with circulars and notification issued thereon.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India, during the FY 2022-23.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

The Company has adopted accounting policies which are in line with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006, that continue to apply under Section 133 and other applicable provisions, if any, of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act to the extent applicable. The aforsaid policies are in accordance with Generally Accepted

Accounting Principle in India (Indian GAAP). There is no change in the accounting policies during the FY 2022-23.

The statutory auditor of the Company has reviewed the internal financial controls of the Company and confirmed that "the Company has, in all material respects, adequate internal financial controls with reference to the financial statements and such internal financial controls were operating effectively as at 31st March, 2023, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

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

HUMAN RESOURCES

The Company believes that its employees play a vital role in building a successful organization. It believes that nurturing people''s capability is the core behind driving business excellence. The Company is committed to maintaining an environment that values the contributions of its people and provides opportunities for their personal and professional growth.

The employees, while performing their duty, deal with various stakeholders viz. clients, other employees, distributors and investors, among others, in a respectful manner. The employees duly comply with / adhere to the Company''s Rules, Code of Conduct and any violation in the same is appropriately addressed. The Company demonstrates a commitment to a culture that promotes the highest ethical standards. The employer employee relation continued to be healthy, cordial and progressive.

Some key focus areas and initiatives taken up during the FY 2022-23 are as under:

a. Leaderships roles were re-structured in many functions so as to re-align the roles and responsibilities of senior team members and provide opportunities for growth;

b. The digital marketing team was further strengthened;

c. Few of the senior management team were sent for management development programmes;

d. Planned awareness building and on-going learning sessions for the entire organization on statutory compliances; and

e. High standard of ethics and strict compliance was maintained in reporting of investment transactions by employees.

Generation	Number of Employees -Overall	% of Employees- Overall
Baby Boomers	39	2.97
Gen X	761	57.91
Gen Y	345	26.26
Gen Z	169	12.86
Total	1,314	100.00

UTI AMC cultural ethos are as under:

i. A safe working environment free from sexual harassment and discrimination;

ii. Challenging work assignments and opportunities are provided based on meritocracy; and

iii. Strict adherence to the Company''s rules, code of conduct and above all, ethical standards.

Learning & Development

Conviction

The Company has a stronger focus on meritocracy, change management, increasing efficiencies and building an efficient organization. The Company will continue to attract, develop and retain talent to help shape a better, young and vibrant Company that fosters employee engagement, productivity and motivation. UTI AMC aims to develop a culture that gives opportunity to the employees to develop their leadership capabilities.

Particulars of Employees

The total number of employees of the Company as on 31st March, 2023 stood at 1,314 employees. The employee benefit expenses on standalone basis for the FY 2022-23 stood at ''357.28 crore as compared to ''362.47 crore for the FY 2021-22.

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

In terms of provisions of Section 136 of the Act, the Annual Report is being sent to members excluding aforementioned information. Such information will be available on the Company''s website at www.utimf.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177 of the Act read with Rule 7 of the Companies (Meeting of Board and its Power) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has a ''Whistle Blower Policy'' to supplement the Codes of Ethics, Staff Rules, Anti-Bribery Policy and Anti-Fraud Policy of the Company. The details related to vigil mechanism / whistle blower policy are provided in the Corporate Governance Report forming part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has constituted an Internal Complaints Committee (ICC) to enquire into the cases of sexual harassment at offices / UTI Financial Centres across India.

The Company also conducts the awareness programmes on prevention of sexual harassment on regular basis.

The Company has not received any harrasment complaint during the FY 2022-23 and no complaint was pending at the end of the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DirectorsComposition of Board

The Board comprises of 10 (ten) directors, consisting of 6 (six) Independent Directors [including 2 (two) Independent Women

Directors], 3 (three) Non-Executive Nominee Directors and 1 (one) Managing Director. The Chairman of the Company is a Non-Executive Independent Director.

Mr. Flemming Madsen (DIN: 02904543) (nominee of T. Rowe Price International Ltd) retired by rotation at the 19th AGM of the Company and the members had appointed him as a Nominee Director (Non-Executive Category) of the Company with effect from 26th July, 2022, liable to retire by rotation.

Mr. Imtaiyazur Rahman (DIN: 01818725) was appointed as the Chief Executive Officer (CEO) of the Company with effect from 1 3th June, 2020. The members had, at the 1 9th AGM of the Company approved the appointment of Mr. Rahman as Managing Director from 26th July, 2022 to 12th June, 2024, not liable to retire by rotation and he had discontinued as Whole-Time Director with effect from 25th July, 2022. Accordingly, Mr. Rahman was re-designated as the Managing Director & CEO of the Company.

Mr. Sanjay Varshneya (DIN: 08161701) (nominee of Punjab National Bank) resigned from the Board of the Company with effect from 26th July, 2022. The Board commended the valuable contributions made by Mr. Varshneya during his tenure on the Board of the Company.

The Board had appointed Mr. Kiran Kumar Tarania (DIN: 09637366) (nominee of Punjab National Bank) as an Additional Director (Nominee Non-Executive Category) with effect from 26th July, 2022. Subsequently, the members had, through postal ballot passed on 12th October, 2022, approved the appointment of Mr. Tarania as Non-Executive Nominee Director, liable to retire by rotation.

Pursuant to Section 1 52 of the Act, Mr. Kiran Kumar Tarania (DIN: 09637366) is liable to retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for reappointment as Non-Executive Nominee Director.

The Board had, based on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Srivatsa Desikamani (DIN: 10193489) (nominee of T. Rowe Price International Ltd) as an Additional Director (Non-Executive Nominee Category) with effect from 9th June, 2023 and he shall hold office up to the date of the 20th AGM.

The necessary resolutions for appointment of Mr. Tarania and re-appointment of Mr. Desikamani including their brief profile and other related information have been included in the Notice of the 20th AGM.

All the directors of the Company have confirmed that they are not disqualified from being appointed as director pursuant to Section 164 of the Act. A certificate that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

As on 31st March, 2023, the Company has 3 (three) Key Managerial Personnel (KMP) in terms of Section 2(51) and Section 203 of the Act as mentioned below:

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

- Mr. Surojit Saha, Chief Financial Officer; and

- Mr. Arvind Patkar, Company Secretary & Compliance Officer.

DECLARATION OF INDEPENDENCE

The Board hereby confirms that pursuant to the provisions of Section 149(6) of the Act, all independent directors have submitted a declaration of independence to the Company, wherein they have confirmed that they meet the criteria of independence as laid down under Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Based on the declarations received from the independent directors, the Board is of the opinion that the independent directors fulfil the criteria of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management.

All independent directors of the Company are registered in the databank of independent directors'' in compliance with the provisions of Section 150 of the Act and Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The terms and conditions formulated by the Company for appointment of independent directors is available on the Company''s website at https://www.utimf.com/uti-amc-shareholders/corporate-governance/code-and-policies/.

NUMBER OF BOARD MEETINGS

11 meetings of Board were conducted during the FY 2022-23 on the following dates:

26th April, 2022, 26th May, 2022, 20th June, 2022, 21st June, 2022, 26th July, 2022, 20th October, 2022, 18th November, 2022, 14th December, 2022, 20th January, 2023, 1st February, 2023 and 21st March, 2023.

In addition to the above, a joint meeting of Board of UTI AMC and UTI Trustee Company Private Limited (Trustees of UTI MF) was held on 20th October, 2022.

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

The details of composition of the Board and its Committees and details of the meetings held during the FY 2022-23 along with the attendance of the directors therein are disclosed in the Corporate Governance Report forming part of this Annual Report.

NOMINATION & REMUNERATION POLICY

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

The details of remuneration paid to executive director and sitting fees paid to non-executive directors have been included in the Corporate Governance report forming part of this Annual Report.

The criteria of making payments to non-executive directors has been included in the Nomination & Remuneration Policy and the said policy is available on the Company''s website at https:// www.utimf.com/uti-amc-shareholders/corporate-governance/ code-and-policies/.

AUDIT & SYSTEMS

The Company believes that internal audit control is a necessary concomitant of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company is committed to ensure an effective internal control environment that provides assurance on the efficiency of operations and security of assets. The Company has a well established and robust internal audit process, both at business and corporate levels, which continuously monitors the adequacy and effectiveness of the internal control environment across the Company and the status of compliance with operating systems, internal policies and regulatory requirements.

DATA PROTECTION AND CYBER SECURITY

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

The Company had adopted ISO 27001 standard and implemented the best practices for information security in the organization. The information security framework, policy and processes of the Company are aligned to ISO 27001 . The information security objectives are aligned with business objectives with highly resilient business continuity infrastructure and processes. The Company conducts periodic drills to test the infrastructure capabilities to continue the business during any disaster.

Periodic audits were conducted internally as well as through external firms to ensure data security and to conduct the review of Cyber Security & Cyber Resilience Framework and System Audit in compliance with SEBI guidelines.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes in a philosophy of compassion, care and generosity characterized by a willingness to build a society that works for everyone. The Company gives utmost importance to its Corporate Social Responsibility (CSR) initiatives in order to operate in an economically, socially and environmentally sustainable manner, while recognizing the interests of its stakeholders. The Company strives to integrate its values and business operations in an ethical and transparent manner to demonstrate its commitment to sustainable development and to meet the interests of its stakeholders.

The Company has a ''Corporate Social Responsibility Policy'' in compliance with the requirements of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules) read with circulars and notification issued thereon, which inter-alia lays down the CSR Operational Framework, roles and responsibilities of the Board relating to CSR, manner of implementation and monitoring of CSR activities.

Pursuant to the CSR Rules, the Chief Financial Officer of the Company has certified that the funds disbursed as per the annual action plan for the FY 2022-23 have been utilised for the purpose and in the manner as approved / modified by the CSR Committee and Board.

The Policy is available on the Company''s website at https:// www.utimf.com/uti-amc-shareholders/ corporate-governance/ code-and-policies/.

The Annual Report on the Company''s CSR activities for FY 2022-23 is annexed as Annexure-III to this Directors'' Report.

RISK MANAGEMENT

The Company''s risk management framework includes:

1. Risk Management Committee: A Board-level Risk Management Committee of the Company and of UTI Trustee Company Private Limited have been constituted to inter-alia review the overall risk management policies, guidelines and implementation thereof. The meetings of said committees are held on quarterly basis.

2. Equity and Debt Steering Committee: Meetings of equity steering committee and debt steering committee are held on a regular basis to review fund performance and strategy reports as well as to discuss products strategies and market developments.

3. Department of Risk Management: The Department of Risk Management reviews the implementation and governance of risk management framework at the scheme level and at the Company level. The department regularly reviews the portfolio risks, conducts performance attribution of funds vis-a-vis their respective benchmarks and competing funds, tracks the adherence of portfolio characteristics to the respective scheme mandates and computes various portfolio analytics to judge the risk and return indicators over a period of time.

4. Investment Committee: Investment Committee meets on a monthly basis to review, among other things, the performance of the funds, top securities transactions and exceptions, if any, to regulatory / internal investment norms or limits.

5. Executive Risk Management Committee: Executive Risk Management Committee, consisting of functional heads, meets on quarterly basis to review the risk management policy, Risk Control Self-Assessment (RCSA) framework, risk appetite framework, crisis management, risk incidents and various other operational risk indicators.

6. Department of Internal Audit: The Department of Internal Audit, together with the Investment Committee and the Department of Risk Management, ensures that the policies, procedures and processes laid down by the Board and the Risk Management Committee are effectively implemented.

Effective risk management is critical to the operation of the

Company''s business. The Company has adopted various

policies and procedures to manage the risks applicable to its

business operations, inter-alia, including:

1. Investment risk: The Company''s funds are exposed to underperformance risk with respect to both the relevant benchmarks and competing funds due to investment related risks, which include market risks and credit risks. The measures taken to address and mitigate such risks including prudential investment limits, well-documented investment policies and procedures (regarding the delegation of powers, research methodologies, risk evaluation framework and brokers empanelment policy), sophisticated market information tools, a dedicated securities research team, experienced fund managers and a regular performance reporting and review mechanism.

2. Liquidity risk: Liquidity risk mainly arises in respect of open-ended funds, which typically allow investors to redeem their units at any time. If a significant number of investors opt for redemption from a particular fund at the same time, the fund may face liquidity risk. The risk is particularly high in respect of income funds, considering the low level of debt securities actively traded in Indian markets and the high concentration of investors in selected funds. The measures taken to address and mitigate liquidity risk include reviewing its portfolio positions in light of average trading volumes and historical redemption of funds, maintenance of liquid assets, regularly reviewing illiquid equity positions, observing concentration limits for single positions, issuers and sectors, and prudential issuer and sector norms, with a high proportion of the fixed income investments of the relevant funds in highly rated fixed income securities and with a line of credit available to address the liquidity shortfalls.

3. Operational risk: This is the risk of loss from inadequate or failed internal processes and systems or from external events including errors done by employees, improper documentation of transactions, failure of operational and information security procedures, computer systems, software or other equipment and business interruptions. The measures taken to address and mitigate operational risk include concurrent audit system for dealing and Net Asset Value (NAV) computation and an outsourced internal audit function, a straight-through investment processing system, isolating and monitoring the dealing room, service level agreements with third party vendors, conducting disaster recovery drills at least twice a year, Information Security Policies along with its review by an independent auditor, separating front-office and back-office functions, an effective investor grievance redressal mechanism, periodic training of the sales team and insurance coverage etc. In addition to the above, the Company has implemented RCSA framework to identify and control the relevant operational risks as per the SEBI (Mutual Funds) Regulations, 1996 and circulars issued thereunder.

volatility of funds or returns as compared to benchmark or competing funds. The measures taken to address and mitigate market risk include implementing investment guidelines and position limits in terms of individual stocks, sectors and industries, having experienced fund managers closely monitoring investments and positions as well as measuring risk-adjusted performance.

5. Credit risk: This is the risk of loss in market value of debt securities due to downgrading by credit rating agencies or default in payment by issuers. The measures taken to address and mitigate credit risk include internal position limits, establishing counterparty exposure limits, early warning system, in-house research team, product positioning and placing restrictions on investments in unrated or low-rated debt securities.

6. Regulatory risk: The Company is highly regulated and it may be impacted by new laws, rules and regulations or changes in existing ones, affecting its ability to operate. The measures taken to address and mitigate regulatory risk include following regulatory guidelines, systematic controls in respect of regulatory limits, dedicated Secretarial and Compliance Department, monthly compliance audits and review by the Board of the Company and UTI Trustee Company Private Limited.

BOARD EVALUATION

The Company has a ''Policy for Evaluation of Performance of the Board of Directors'' in accordance with the provisions of the Act and the SEBI Listing Regulations. The Policy aims to formulate the procedures and prescribes the criteria to evaluate the performance of the entire Board, its Committees and individual directors as well as to assess and enhance the effectiveness of the Board as a whole.

The Company had engaged an external consultant to conduct Board evaluation for the FY 2022-23. The performance evaluation was conducted in line with the provisions of the Policy for evaluation of performance of the Board of Directors, the Act, the SEBI Listing Regulations and Guidance Note on Board Evaluation dated 5th January, 2017 issued by SEBI.

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

EMPLOYEE STOCK OPTION SCHEME

The Company has an employee stock option scheme called ''UTI AMC Employee Stock Option Scheme-2007'' (ESOP Scheme 2007). The details of ESOP Scheme 2007 are as follows:

Particulars						Total
Options granted						89,03,828
Options vested (excluding options that have been exercised)						45,75,572
Options exercised						15,19,009
Total number of equity shares that would arise as a result of full exercise of options granted (net of cancelled / forfeited / lapsed options)						51,65,152
Options forfeited / lapsed / cancelled						37,38,676
Money realised by exercise of options (in ?)						40,97,43,368
Total number of options in force						36,46,143
Variation in terms of options						-
The details of stock options granted during the last three financial years to the employees of the Company and few employees of the subsidiaries are as under:
Sr. No.	Date of grant		No. of options granted		Face Value (in '')			Exercise Price (in '')
During the FY 2020-21
1.	Nil
During the FY 2021-22
2.	28th July, 2021		8,61,350		10/-			923.20/-
3.	17th January, 2022		15,291		10/-			1079.45/-
During the FY 2022-23
4.	13th September, 2022		10,17,243		10/-			816.05/-
The details of stock options granted to KMP under the ESOP Scheme 2007 in the FY 2021-22 and FY 2022-23 are as under:
Sr. No.	Name of KMP	Designation		Total options granted
				2021-22			2022-23
1.	Mr. Imtaiyazur Rahman	Managing Director & Chief Executive Officer		2,30,000			2,60,393
2.	Mr. Surojit Saha	Chief Financial Officer		14,603			16,931
3.	Mr. Arvind Patkar	Company Secretary & Compliance Officer		2,460			2,356

The details of employees who received a grant of options amounting to five percent or more of options granted during the FY 2022-23:

Sr. No.	Name	Designation	Total options granted during the FY 2022-23
1.	Mr. Imtaiyazur Rahman	Managing Director & Chief Executive Officer	2,60,393
2.	Mr. Vetri Subramaniam	Chief Investment Officer	1,23,040
3.	Mr. Amandeep Singh Chopra	Head-Fixed Income	64,983

During the FY 2022-23, the Company has not granted stock options to employees under the ESOP Scheme 2007 which equal to or exceeds one percent of the issued share capital of the Company.

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

The Company had obtained the in-principle approval from stock exchanges for listing of 21,10,259 equity shares for grants made in 2019 under the ESOP Scheme 2007 and the following equity shares are issued and listed during the previous three financial years:

Financial Year	Number of equity shares
2020-21	Nil
2021-22	1,61,787
2022-23	34,654*
Total	1,96,441

* 1,169 equity shares of the face value of ''10 each allotted under ESOP Scheme 2007 on 16th March, 2023 were listed and admitted for trading on Stock Exchanges with effect from 5th April, 2023.

The certificate, as required under Regulation 13 of the SEBI SBEB & SE Regulations, from the Secretarial Auditor of the Company certifying that ''UTI AMC Employee Stock Option Scheme-2007'' has been implemented in accordance with the aforesaid regulations will be available for inspection at the 20th AGM of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As the Company is engaged in the business of fund management services, its operations are neither energy intensive nor does it require adoption of specific technology. However, the Company is observant on the need for conservation of energy and adequate measures or efforts, wherever viable, were taken to ensure energy conservation.

The Company is cognizant of the importance of imbibing measures towards optimum energy utilisation and conservation which are highlighted in the Business Responsibility and Sustainability Report forming part of this Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

('' in crore)
Particulars	FY 2022-23	FY 2021-22
Foreign Exchange Earnings	13.86	14.04
Foreign Exchange Outgo	12.11	9.58

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

ANNUAL RETURN

In accordance with the requirements under Section 1 34(3)(a) and Section 92(3) of the Act and circulars issued thereon, the Annual Return of the Company for the FY 2022-23 is available on Company''s website at https://www.utimf.com/uti-amc-shareholders/financials-filings/annual-reports/.

UNCLAIMED DIVIDEND ON SHARES

The details of the unclaimed dividend as on 31st March, 2023 are as under:

(in '')
Sr. No.	Financial Year	Amount
1.	2019-20	8,56,267.00
2.	2020-21	9,42,350.09
3.	2021-22	6,95,059.06
Total		24,93,676.15

The unclaimed dividend is mainly on account of non-updation of KYC details in the folios or demat accounts of the concerned members.

The details about the unclaimed and unpaid dividend amounts are available on the Company''s website at https://www.utimf. com/uti-amc-shareholders/unclaimed-dividend/.

SIGNIFICANT AND MATERIAL ORDER

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

MATERIAL CHANGE AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There was no material change and commitment affecting the financial position of the Company between the end of the FY 2022-23 and the date of this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS SECTION

A separate section titled Management''s Discussion and Analysis Section for the FY 2022-23 has been included in this Annual Report.

CORPORATE GOVERNANCE

The Company is a professionally managed asset management company led by its proficient Board having expertise in diverse fields and a dedicated management team having requisite talent and experience. The Company firmly believes to operate its business in a robust and compliant environment.

In terms of the SEBI Listing Regulations, a separate section titled ''Corporate Governance Report'' has been included in this Annual Report.

The Company has obtained a certificate from Vishal N. Manseta, Practicing Company Secretary, certifying that the Company has complied with the mandatory requirements as stipulated under the SEBI Listing Regulations and his certificate forms part of the Corporate Governance Report forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the FY 2022-23 has been annexed as Annexure-IV to this Directors'' Report.

The Company has issued its first sustainability report for the FY 2021-22 in line with the GRI Standards "Core Option" along with guidance from the Sustainability Accounting Standards Board reporting standards which outlines Company''s performance on key ESG parameters integrated in the operations. At UTI AMC, focus on ESG matters underpins the business and is imperative to fulfilling the mission of serving clients responsibly and creating long-term value.

The sustainability report is available on the Company''s website at https://www.utimf.com/uti-amc-shareholders/financials-filings/ annual-reports/.

POSTAL BALLOT

Pursuant to Section 110 and 108 of the Act read with rules made thereunder and circulars issued thereon and Regulation 44 of the SEBI Listing Regulations, the Company had conducted postal ballot activity for regularization of appointment of Mr. Kiran Kumar Tarania (DIN: 09637366) as Non-Executive Nominee Director. Other details of the postal ballot are included in the Corporate Governance Report forming part of this Annual Report.

WEBSITE DISCLOSURES

In compliance with the Regulation 46 of the SEBI Listing Regulations, the Company has disclosed necessary information / disclosures / intimations etc.on the Company''s website at https://www.utimf.com/uti-amc-shareholders/disclosures-under-regulation-46-of-the-lodr/.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and the SEBI Listing Regulations, the Company additionally discloses that during the FY 2022-23:

1. there was no change in the nature of business of the Company;

2. there was no revision in the financial statements or Directors'' Report of the Company;

3. disclosure pertaining to maintenance of cost records as specified by the central government under Section 148 (1) of the Act is not applicable to the Company;

4. t he Company has not issued any shares with differential voting rights;

5. the Company has not issued any sweat equity shares;

6. the Company has not made any applications and no proceeding were pending under the Insolvency and Bankruptcy Code, 2016; and

7. t he Company has not made any one-time settlement with the Banks or Financial Institutions.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) and Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts for the FY 2022-23, the applicable accounting standards were followed along with proper explanation relating to material departures, if any;

2. the accounting policies were selected and applied consistently, judgments and estimates were made so that they are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year i.e. 31st March, 2023, and of the Profit and Loss of the Company for that period;

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

4. t he annual accounts were prepared on a going concern basis;

5. proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

6. s ystems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board also place on record their appreciation for the hard work and dedication of all the employees and support staff of the Company and towards all of its subsidiaries.

The Board places its gratitude and appreciation for the valuable support, co-operation and guidance received from the Securities and Exchange Board of India, Reserve Bank of India, Pension Fund Development and Regulatory Authority, Ministry of Corporate Affairs, Registrar of Companies, Association of Mutual Funds in India, UTI Trustee Company Private Limited, National Securities Depository Limited, Central Depository Services (India) Limited, National Stock Exchange of India Limited, BSE Limited, Sponsors and the members of the Company.

The Board is also thankful to its UTI MF scheme investors, Auditors, Custodians, Registrar & Share Transfer Agents, Banks, Distributors and all other service providers for their valued support.

For and on behalf of the Board of Directors of UTI Asset Management Company LimitedDinesh Kumar Mehrotra

Date: 9th J une, 2023 Chairman

Place: Mumbai (DIN: 00142711)

Mar 31, 2022

We are pleased to present the Directors'' Report of UTI Asset Management Company Limited (the Company / UTI AMC) along with the Company''s audited financial statements for the year ended 31st March, 2022.

FINANCIAL HIGHLIGHTS

The financial statements of the Company were prepared in accordance with Section 133 and other applicable provisions of the Companies Act, 2013 (the Act) and the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs, as amended from time to time. The below table summarizes the Company''s financial performance for the financial year (FY) ended 31st March, 2022 as compared to the previous financial year:

('' in crore)
	Standalone		Consolidated
Particulars	Year Ended 31st March, 2022	Year Ended 31st March, 2021	Year Ended 31st March, 2022	Year Ended 31st March, 2021
Revenue from operation	1,059.63	940.56	1,319.08	1,168.52
Other Income	0.64	1.77	8.19	4.30
Profit / loss before depreciation, finance costs, exceptional items and tax expense	570.17	499.65	706.18	646.87
Less: Depreciation / amortisation	34.76	33.86	36.82	35.78
Profit / loss before finance costs, exceptional items and tax expense	535.41	465.79	669.36	611.09
Less: Finance costs	9.15	7.97	9.18	8.06
Profit / loss before exceptional items and tax expense	526.26	457.82	660.18	603.03
Add / less: Exceptional items	--	--	--	--
Profit before tax expense	526.26	457.82	660.18	603.03
Less: Tax expense (current & deferred)	108.48	106.15	125.59	108.70
Profit after tax	417.78	351.67	534.59	494.33
Attributable to owners of the Company	417.78	351.67	534.29	494.14
Attributable to non - controlling interests	NA	NA	0.30	0.19
Add / less: Other comprehensive income (nNet of tax)	3.78	(5.38)	3.80	(5.45)
Total comprehensive income	421.56	346.29	538.38	488.88
Attributable to owners of the Company	421.56	346.29	538.08	488.69
Attributable to non - controlling interests	NA	NA	0.30	0.19
Balance of retained earnings carried forward from previous year	2,635.05	2,372.13	2,872.07	2,466.68
Less: Transfer to reserves	--	--	--	--
Add: Transfer from share option outstanding account	4.47	--	4.47	--
Add: Transfer from foreign currency translation reserve	--	--	0.12	--
Less: Distribution made to Unit Holders	--	--	0.55	--
Less: Dividend paid on equity shares including DDT	215.54	88.75	215.54	88.75
Balance of retained earnings carried to balance sheet	2,841.76	2,635.05	3,194.86	2,872.07

Paid-up capital	126.95	126.79	126.95	126.79
Net worth	3,146.52	2,907.01	3,617.65	3,263.09
Attributable to owners of the Company	3,146.52	2,907.01	3,606.24	3,251.97
Attributable to non - controlling interests	NA	NA	11.41	11.12

SHARE CAPITAL

The authorized share capital of the Company is '' 2,00,00,00,000 (20,00,00,000 equity shares of face value of '' 10 each) and there was no change in the authorized share capital during the year under review.

During the FY 2021-22, the Company has allotted 1,61,787 equity shares to the eligible employees under the ''UTI AMC Employee Stock Option Scheme - 2007''.

Accordingly, the paid-up equity share capital of the Company has increased from '' 1,26,78,72,540 (12,67,87,254 equity shares of face value of '' 10 each) as on 31st March, 2021 to '' 1,26,94,90,410 (12,69,49,041 equity shares of face value of '' 10 each) as on 31st March, 2022.

DIVIDEND

The Board of Directors (the Board) has recommended a final dividend of '' 21/- per equity share (210%) of face value of '' 10 each for the FY 2021-22, as compared to final dividend of '' 17/- per equity share declared for the FY 2020-21, registering a growth of 23.53%.

The final dividend shall be paid, subject to the approval of members at the ensuing 19th Annual General Meeting (AGM) to be held on Monday, the 25th July, 2022, to those equity shareholders:

a) whose name appears as beneficial owners as at the end of business hours on Monday, the 18th July, 2022 in the list of beneficial owners to be furnished by the Depositories viz. National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) in respect of the shares held in electronic form; and

b) whose name appears as members in the Company''s register of members on Monday, 18th July, 2022.

Pursuant to Section 91 of the Act and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday, the 19th July, 2022 to Monday, the 25th July, 2022 (both days inclusive) for determining the entitlement of the dividend, if declared to the members for the FY 2021-22.

The Board has recommended the final dividend as per the Company''s Dividend Distribution Policy adopted by the Board in accordance with the provisions of Regulation 43A of Listing Regulations, as amended.

The Dividend Distribution Policy of the Company is annexed as Annexure - I to this Directors Report and the same is available on the Company''s website at https://www.utimf.com/uti-amc-shareholders/corporate-governance/code-and-policies/.

BUSINESS OPERATIONS / PERFORMANCE OF SUBSIDIARIES

As on 31 st March, 2022, the Company had 4 (four) direct subsidiaries and 3 (three) step-down subsidiaries. The business operations and performance of subsidiaries are as under:

UTI International Limited:

UTI International looks after the administration and marketing of offshore funds managed by UTI AMC. UTI International is responsible for developing new products and new business opportunities for the Company''s offshore activities. UTI International''s investor base includes insurance companies, pension funds, family offices and other financial institutions across Europe, Asia and the Middle East. UTI International has 3 (three) subsidiaries - UTI Investment Management Company (Mauritius) Limited, UTI International (Singapore) Private Limited and UTI International (France) S.A.S.

The consolidated total income of UTI International for FY 202122 was GBP 1,83,21,165 as compared to GBP 2,25,34,289 in the previous year and consolidated net profit was GBP 75,15,534 as compared to GBP 1,46,49,061 in the previous year.

UTI International has total 19 funds with an Asset Under Management (AUM) of US$ 3.82 bn. India Dynamic Equity Fund crossed US$ 1,188 mn to become the 10th largest India fund among ''Undertaking for Collective Investment in Transferable Securities (UCITS)'' funds. The J Safra Sarasin Responsible India Fund, Europe''s first ESG compliant India fund, raised US$ 126 mn.

UTI Retirement Solutions Limited:

UTI Retirement Solutions Limited (UTI RSL) was incorporated on 14th December, 2007 under the Companies Act, 1 956, at Mumbai, Maharashtra. UTI RSL manages the pension funds under National Pension System (NPS) and assets of the Central and State Government employees and the private sector employees. UTI RSL is engaged in carrying out the operations as pension fund manager as directed by the Pension Fund Regulatory and Development Authority (PFRDA) and the Board of Trustees of the NPS Trust. It also undertakes wholesale asset management as prescribed by the Government or PFRDA, as authorized by its Memorandum of Association.

UTI RSL has grown reasonably well on all fronts including growth in AUM, growth in revenue and growth in net profit after tax in the FY 2021-22 in comparison to the previous year.

The revenue on account of Investment Management Fee (IMF) has grown by more than 6.14 times. For the FY 2021-22, IMF generated was '' 91.39 crores against the IMF of ''14.88 crores for FY 2020-21.

The total income of UTI RSL for the FY 2021-22 was '' 93.82 crores as compared to '' 19.63 crores in the previous financial year.

UTI RSL''s net profit after tax has grown to '' 42.34 crores in the FY 2021 -22 against the net profit after tax of '' 3.78 crores for the FY 2020-21, a growth of more than 11.20 times. The profit before tax for FY 2021-22 was '' 56.51 crores against the profit before tax of '' 4.30 crores for FY 2020-21. UTI RSL was awarded the Best Pension Fund Manager of the Year by Asia Asset Management - Best of the Best Awards for the Year 2022. This is the fifth consecutive year that UTI RSL has received this award.

UTI Venture Funds Management Company Private Limited:

UTI Venture Funds Management Company Private Limited (UTI VF) was incorporated on 27th March, 2001 under the Companies Act, 1956, at Bengaluru, Karnataka. The principal business of UTI VF is to manage venture capital funds and private equity funds.

UTI Private Equity Limited was the subsidiary of UTI VF. UTI Private Equity Limited was engaged in investment holding as authorized by the Financial Services Commission. UTI Private Equity Limited has been wound up on 18th March, 2022.

The gross income of UTI VF for FY 2021-22 was recorded at '' 2.23 crores as against '' 2.13 crores in the previous financial year. It clocked a net profit of '' 0.89 crores for the year ended 31st March, 2022, as against '' 1.24 crores in the corresponding period in the previous year.

UTI Capital Private Limited:

UTI Capital Private Limited (UTI CPL) was incorporated on 13th May 2011, under the Companies Act, 1956, at Mumbai, Maharashtra. It is engaged in the business of investment management as authorized by its Memorandum of Association. The total income of UTI CPL for the FY 2021-22 was recorded at '' 7.68 crores as compared to '' 9.16 crores in the previous year. The Net Loss was recorded at '' 2.21 crores as against net profit of '' 0.18 crores in the previous year.

UTI CPL continued to focus on investment management for UTI Structured Debt Opportunities Fund I (UTI SDOF I), a '' 696 crore private credit fund. As at 31st March, 2022, UTI SDOF I had completed 5 exits out of 11 investments and the Fund has returned ~81% of the total funds raised from investors in the form of capital, interest and capital gains.

UTI CPL is also fund raising and investments for UTI Structured Debt Opportunities Fund II (UTI SDOF II), a '' 497 crore private credit fund, which had a final close on 31st May, 2022. As on 31 st March, 2022, amount drawn down from investors is '' 92 crores, which has been fully deployed in four portfolio companies.

UTI CPL also announced closure of its third fund - UTI Multi Opportunities Fund I (MOF I) as on 31st March, 2022, with '' 763 crores commitment and will commence investments from FY 2022-23 onwards. Further, for setting up another fund i.e. UTI SDOF - Growth Theme Fund I (SDOF GTF I) regulatory approval are in progress.

The audited financial statements of the subsidiary companies, together with the reports of their Directors and Auditors, for the period ended on 31 st March, 2022, are part of this Annual Report.

As a good corporate governance practice, UTI International Limited, UTI Retirement Solutions Limited and UTI Capital Private Limited have atleast one woman director on their respective Board.

All the subsidiary companies still continue to be the subsidiary of the Company during the FY 2021-22 except UTI Private Equity Limited which was wound up on 18th March, 2022. UTI International (France) S.A.S. was incorporated on 15th February,

2022 as the step-down subsidiary of UTI International.

The audited financial statements including the consolidated financial statements of the Company are available on the Company''s website at https://www.utimf.com/uti-amc-shareholders/financials-filings/results/.

The financial statements of the subsidiaries are also available on the Company''s website at https://www.utimf.com/uti-amc-shareholders/financials-filings/subsidiaries-financials/.

The Company has a policy for determining material subsidiaries and the policy is available on the Company''s website at https:// www.utimf.com/uti-amc-shareholders/corporate-governance/ code-and-policies/.

As on 31st March, 2022, the Company has only 1 (one) material subsidiary which is UTI International Limited. The Company has no unlisted Indian material subsidiary.

OVERVIEW OF OPERATIONS OF THE GROUP

The Company believes its track record of product innovation, consistency and stable investment performance contributed to the growth of its AUM. The Quarterly Average Assets Under Management (QAAUM) of UTI Mutual Fund (UTI MF) grew by 22.42% from '' 1,82,853 crores as on 31st March, 2021 to '' 2,23,842 crores as on 31st March, 2022. The market share of UTI MF also grew from 5.70% to 5.83% on QAAUM basis.

The QAAUM for equity schemes grew by about 36.52% from '' 50,751 crores in FY 2020-21 to '' 69,287 crores in FY 2021-22; the QAAUM for ETFs and index funds grew almost 46.65% from '' 42,581 crores in FY 2020-21 to '' 62,447 crores in FY 202122 and the QAAUM for hybrid funds grew around 18.23% from '' 22,367 crores to '' 26,444 crores over the corresponding periods.

The QAAUM for the liquid funds grew by around 11.11% from '' 43,062 crores in FY 2020-21 to '' 47,848 crores in FY 202122 while the QAAUM of Income Funds saw a decline of around 26.05% from '' 24,092 crores in FY 2020-21 to '' 17,816 crores in FY 2021-22 mainly due to negative net sales of '' 7,262 crores from 47 matured closed-ended funds.

The Portfolio Management Services (PMS) division of UTI AMC also reported an increase in its AUM from '' 7,83,796 crores as on 31st March, 2021 to '' 8,93,082 crores as on 31st March, 2022, having recorded a growth of 13.94% with steady growth in business functions due to cash inflows from GOI mandates i.e. EPFO, PLI, ESIC & CMPFO accounts and advisory business.

UTI Retirement Solutions Limited has shown AUM growth of 21.48% from '' 1,66,210 crores as on 31st March, 2021 to '' 2,01,919 crores as on 31st March, 2022.

UTI International Limited also saw an increase in the total AUM from March, 2021, where it stood at '' 26,821 crores to '' 28,974 crores as on 31st March 2022, with a growth of 8.03%. The AUM of UTI CPL saw a decline by 30.96% from '' 1,576 crores in March 2021 to '' 1,088 crores in March, 2022.

IMPACT OF COVID-19

The last two financial years were filled with uncertainties, challenges and twists. While the first financial year began with the understanding of the COVID-19 pandemic and framing

a national response to it, the next year ended with hope as inoculation drive progressed across the country. In this situation, UTI AMC kept doing everything possible to ensure safety of the employees and stakeholders, while keeping the business operations continuing.

UTI AMC had taken following initiatives to ensure continuity of business operations:

1. Setting up a core team:

UTI AMC constituted an internal task force for coordinating with different centers and monitoring the situation. The team overseas the aspects related to social distancing in offices, reducing roster strength, optimal continuity of business operations, work from home arrangements, strict adherence to protocols while visiting office etc.

2. Digital and remote working:

UTI AMC also took measures for the smooth functioning of business with various customer centric measures and adoption of digital ways of working. Requisite technological support was provided to enable remote working of its employees.

3. Adherence to Government guidelines:

The Government guidelines were adhered to by the Company. UTI AMC keep assessing the situations in different centers and are prepared to address the challenges.

4. Employee care measures:

UTI AMC tried to operate conservatively, keeping the number of employees in offices at a level that is much lower than the limits prescribed by authorities. UTI AMC has distributed masks and hygiene kits to employees and made a special arrangements for vaccinating employees in an appropriate manner. Along with required infrastructure support and a flexible working system, HR Department continued online engagement forums and events for employees, including online yoga sessions and quiz programmes to keep their morale high.

5. Outreach programs:

UTI AMC had reached out to its employees as well as District Associates who were affected or in case any of their family members were affected. As a Company, we are trying to help the affected employees and their families across the country in the best possible manner. The Company regularly reach out to its business partners for any support that may be needed by them, via phone calls, emails or video calls as per requirements. The sales team at different locations are also in touch with them. The Company provided training to the business partners about the digital tools like UTI Buddy.

I t shall be the effort of UTI AMC to continue with all safety measures for its employees and stakeholders.

SCHEMES LAUNCHED DURING THE YEAR

There were 3 funds launched during the FY 2021-22 viz., UTI Focused Equity Fund, UTI Sensex Index Fund and UTI S&P BSE Low Volatility Index Fund with allotment date of 25th August, 2021,19th January, 2022 and 14th February, 2022 respectively which garnered over '' 2,770 crores worth of gross sales.

The New Fund Offer (NFO) of UTI Midcap 150 Quality 50 Index Fund was opened on 28th March, 2022 and closed on 5th April, 2022. NFO units were allotted on 11th April, 2022.

FUNDAMENTAL ATTRIBUTES CHANGED

During the FY 2021 -22, change in fundamental attributes of schemes were carried out in connection with enabling provision for creation of segregated portfolio in UTI Unit Linked Insurance Plan (UTI ULIP) details of which were announced through addendum dated 19th April, 2021. Further, there were cases of merger of schemes - merger of UTI Long Term Advantage Fund - Series III, UTI Long Term Advantage Fund - Series IV, UTI Long Term Advantage Fund - Series V, UTI Long Term Advantage Fund - Series VI and UTI Long Term Advantage Fund - Series VII, closed ended ELSS into UTI Long Term Equity Fund (Tax Saving) and open ended ELSS, details of which were announced through an addendum dated 23rd August, 2021.

TRANSFER TO RESERVES

During the FY 2021-22, no amount was transferred to the general reserves of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, investments made, guarantees given and securities provided, if any, covered under Section 186 of the Act are disclosed under Note No. 6, 7 and 8 to the standalone financial statements for the FY 2021-22.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In accordance with the provisions of Section 188 of the Act and Regulation 23 of Listing Regulations, the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions was approved by the Board at its meeting held on 16th December, 2019, and was further amended pursuant to the resolutions passed by the Board at its meetings held on 28th October, 2020 and 28th October, 2021. The Policy is available on the Company''s website at https://www.utimf.com/uti-amc-shareholders/corporate-governance/code-and-policies/.

During the FY 2021-22, the Company has entered into transactions with related parties, as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014 and applicable Accounting Standards, which were in ordinary course of business and on arms'' length basis.

The Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy, the Act and Listing Regulations. Accordingly, the disclosure of related party

transactions as required under Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2 is not applicable.

However, detailed disclosure on related party transactions as per Ind AS 24 inter-alia containing name of the related party and details of the transactions entered into with such related party are disclosed under Note No. 32 of the standalone financial statements for the FY 2021-22.

DEPOSITS

During the FY 2021-22, the Company has not accepted any deposit under Section 73 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORSStatutory Auditor

At the 18th AGM of the Company held on 28th July, 2021, the members had appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Reg. No. 101248W/W-100022) as the statutory auditors of the Company for a term of 5 (five) years from the conclusion of the 18th AGM till the conclusion of the 23rd AGM. The Auditors'' Report on financial statements for the FY 2021-22 forms part of this Annual Report.

During the year under review, the Company has paid total fees of '' 0.46 crores (including fees for other certificates and out of pocket expenses) to the statutory auditors of the Company.

Secretarial Auditor

The Secretarial Auditor of the Company is Mr. Vishal N. Manseta, Practicing Company Secretary (ACS 25183 and CP No. 8981). Pursuant to the provisions of Section 204 of the Act read together with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report of the Company for FY 2021-22 is annexed as Annexure - II to this Directors'' Report.

There was no qualification, reservation or adverse comment or disclaimer made by the aforesaid auditors in their respective audit reports.

During the year under review, there was no instance of any fraud reported by the statutory auditor or secretarial auditor to the Audit Committee or the Board pursuant to Section 143(12) of the Act.

Internal Auditor

M/s. Chokshi & Chokshi LLP Chartered Accountants (Firm Reg. No. 101 872W/W100045), was the Internal Auditors of the Company and for various schemes of UTI Mutual Fund till the financial year ended 31st March, 2022.

The Board had, in its meeting held on 28th October, 2021, appointed M/s Aneja Associates as Internal Auditor, in place of M/s. Chokshi & Chokshi LLP, Chartered Accountants, for a period of 4 (four) financial years starting from FY 2022-23.

Auditor for the Scheme of UTI Mutual Fund

The Board had, in its meeting held on 7th June, 2021, appointed M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Reg.

No. 301003E/E300005) as Statutory Auditors for Schemes of UTI Mutual Fund in accordance with the provisions of SEBI (Mutual Funds) Regulations, 1996 from FY 2021-22.

SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under Secretarial Standards issued by Institute of Company Secretaries of India.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

The Company has adopted accounting policies which were in line with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006, that continue to apply under Section 133 and other applicable provisions, if any, of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act to the extent applicable. These were in accordance with Accounting Principle Generally Accepted in India (Indian GAAP). There was no change in the accounting policies during the year.

The policies also ensured that uniform accounting treatment is followed by the Company and its subsidiaries. The accounts of the subsidiary companies were audited by their respective Statutory Auditors for consolidation.

The Company maintains its books of accounts in SAP (an ERP system) and has many of its accounting records stored in electronic form, which is backed up periodically. This ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of accounts. The Company has implemented rigid and automated processes to ensure accurate and timely updation of various master data, audit trail etc. in the underlying ERP system.

In pursuance to ESG initiative, the Company has implemented paperless approval system. All internal approvals are obtained digitally through the Document Management System (DMS). All the payments for invoices are processed through this system and each employee has a dedicated separate login IDs to access the system.

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

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

HUMAN RESOURCES

The Company believes that its employees play a vital role in building a successful organisation. It understands that nurturing people''s capability is the core behind driving business excellence. The Company is committed to maintaining an environment that values the contributions of its people and provides opportunities for their personal and professional growth. The total employee strength of the Company was 1,313 employees as on 31st March, 2022.

Every employee works with stakeholders viz. clients, other employees, distributors and investors, among others, in a respectful manner. Each employee diligently follows the Company''s Rules, Code of Conduct and any violation in the same is appropriately addressed. The Company demonstrates a commitment to a culture that promotes the highest ethical standards. The Company''s employee relations continued to be healthy, cordial and progressive.

The Company recognises its responsibility and continues to strive to provide a safe working environment for its employees, free from sexual harassment and discrimination

Some key focus areas and initiatives taken up during the year 2021-22 were:

At UTI AMC, the talent pool is a prudent mix of all age groups, bringing experience and youthfulness together. This has been pivotal in keeping the Company agile, while being firmly rooted in its legacy of 57 years. The Company strongly believes that its continuing business excellence is a direct product of how we nurture its talent and keep them future ready to remain relevant in the changing business scenario. The Company works judiciously to build an organisational culture that is healthy, cordial, progressive and meritocracy oriented. At the same time, the Company does not shift its focus from our the investors, ensuring that the services provided to them are of the highest quality. 98 new hirings were completed during the FY 2021-22 catering to Human Resource requirements of diverse functions within UTI AMC. The Company have a multi generation workforce -

Promotion of Performance Culture and Meritocracy

At UTI AMC, we strongly promote a culture of meritocracy, where recognising and rewarding performance of employees is of prime importance. The Company has transparent and objective Key Result Area (KRA) based performance management system facilitates employees'' assessments in a holistic manner and embodies the ''Pay for Performance'' culture. Role based scorecards at the employee level coupled with managerial feedback ensure continuous enhancement of employee''s skill set, which are integral to drive a high-performance culture. The Company''s compensation is benchmarked to the industry which helps in attracting best talent while retaining the best performing employees.

During FY 2021 -22, targets were rolled out in the first week of April. The Sales and Investment Team having Financial and Non-Financial KRAs underwent a mid-year review. All roles were evaluated in 3 stages viz. Appraisee, Appraiser and Reviewer. KRAs of the senior top team were reviewed at the beginning of the financial year and evaluations were carried out on quarterly basis by Board level committees.

Growth at UTI AMC

For UTI AMC, providing growth opportunities to its employees is paramount. The Company works relentlessly towards creating a dynamic talent pool by implementing measures that motivate employees and prepare them to take up business challenges as they move up the hierarchy. New job requirements in different functions are first offered to the current talent base and then

Generation	Number of Employees -Overall	% of Employees -Overall	Number of Officers	% of Officers	Number of Non-officers	% of NonOfficers
Baby Boomers	81	6%	30	3%	51	14%
Gen X	811	62%	491	52%	320	86%
Gen Y (Millennials)	373	28%	373	40%	--	--
Gen Z	48	4%	48	5%	--	--
Total	1,313		942		371

UTI AMC Cultural Ethos:

i. A safe working environment free from sexual harassment and discrimination;

ii. Challenging work assignments and opportunities are provided based on meritocracy;

iii. Strict adherence to the Company''s rules, code of conduct and above all, ethical standards; and

iv. Each and every employee is expected to work with all stakeholders viz. clients, other employees, distributors, and investors, among others, in a respectful manner.

Capabilities

During FY 2021 -22, some key focus areas and initiatives

undertaken were -

shared externally on need basis. This provides employees a platform to build cross functional expertise and chart their own growth roadmap in a largely dynamic operating environment. The Company has also created a robust succession plan to create leadership bench strength. During the FY 2021-22, Head - Equity was elevated as Chief Investment Officer and a Senior Fund Manager was elevated to the position of Head -Equity. Further, during the FY 2021-22 around 30 officials were elevated to higher positions.

Campus Programmes

Campus recruitment is an integral part of the Company new hiring system that allows to identify and onboard talent at an early stage. These young minds are further nurtured and mentored through trainings that are aligned to the organisational goals and capability requirements. The Company has also offered summer internships to students from various Indian Institututes

of Management (IIM), leading to pre-placement offer. The hiring in this space is need based and as per requirements by the business. UTI AMC has aesthetically designed induction kits for new joinees with the required corporate information included in digital format. During the FY 2021-22, we have inducted 40 management trainees from B-Schools for Sales and Support Function roles.

Graduate Programmes

To attract and retain the best available young talent, especially for the sales function, the Company has also started hiring fresh graduates. A year long learning pathway has been created for the trainees wherein technical training has been planned with assessments leading to Wealth Management (Basic) Certification. Around 70 graduate trainees went through the year long learning pathway, out of which 34 of the trainees travelled to acquiring the Wealth Management (Basic) Certification.

Employee Engagement

To strengthen our connect with the employees and create an invigorating work environment, the Company conduct several engagement events at local and national levels. To encourage an atmosphere of fun, camaraderie and to provide its employees a platform to showcase their talent outside work and creativity, activities around three broad themes - social, cultural and sports were organized during the FY 2021-22. Cricket tournament for the corporate office employees was organized later in the FY 2021-22 while many activities like festival celebrations, round the year quizzes for knowledge building, programmes on wellness and health initiatives were initiated during the FY 2021-22.

Employee Wellness

Safety and wellness of employees and their families is the Company''s topmost priority. Specific to the pandemic, a cross functional team, that reported directly to the CEO, was formed. This team led the effort of monitoring and responding to pandemic related issues. The Company carried out special vaccination drives for its employees and family members across the country and vaccinated 250 employees. UTI AMC also provided hospitalization support and special casual leaves to employees suffering from COVID-19. The Company created a special educational financial package for dependent children of employees who expired due to COVID-19. Hygiene kits containing masks, gloves, sanitisers were distributed and employees were educated on precautionary measures through a Handbook. E-meetings and remote working modules were intensified. Cloud enabled applications and adoption of the latest technology ensured business continuity through smooth implementation of hybrid work arrangements, including work from home. Yoga and Wellness programmes were also imparted throughout the FY 2021-22.

Sanitation procedures were expanded and vaccination drives were run across centres for 250 employees and their dependents. Besides these, the Company continued providing educational support to children of deceased employees who passed away due to COVID-19.

Learning & Development

With a strong focus on role specific learning plan and in order to ensure effective use of blended learning methods, UTI AMC''s learning & development team partners with business leaders and managers to focus on developing employees and carving leaders out of its own employees. Specific programs are planned so as to ensure one builds expertise in her / his own chosen career. The Company has been focusing on different ways of enhancing knowledge within the Company by arranging trainings, interactions, reading materials, research reports etc. In addition, the Company also introduced a new initiative -Quiz Up - a learning and engagement initiative which enables increase the employee''s knowledge on topics related to the Company''s products, mutual fund industry and other related concepts and regulations. The initiative also provides an opportunity to learn and earn points through the medium of multiple quizzes. The earned points can be redeemed towards knowledge enhancement by participating in workshops, training and certification programs. UTI AMC also have in place an Educational Assistance Policy enabling employees to take up higher professional studies. The four clubs for Learning Credits under the Quiz up, number of qualifiers and rewards assigned to each club is mentioned below -

Clubs	Number of Qualifiers	Reward Assigned
Platinum	350	- Online Course (4) - Speaker Series (3) - Certification Course (2)
Gold	267	- Online Course (3) - Speaker Series (2) - Certification Course (1)
Silver	177	- Online Course (2) - Speaker Series (1)
Bronze	136	- Online Course (1)

A Coaching journey has been executed for 11 Officials handling leadership roles. Senior leadership team of sales function underwent a sales workshop through excellence enablers. The Company encourage its core sales and investment team to obtain domain certification viz. CFA for Investment; NISM VA, XA, XB & CFP for Sales. The entire research team (Equity & Fixed Income) have been certified on "High Impact Communication Skills". Around 161 Management Trainees, recruited during 2019 and 2020, were nominated for a structured sales mentoring workshop.

HR Automation and Digitisation

Migration to newer and upgraded HRMS during the FY 2021-22 has brought ease in employee communication through a more interactive and user friendly technological interface. This has enhanced our ability to manage employees in a more flexible, agile and customised manner. Through this programme, UTI AMC has also taken a small step towards a greener tomorrow by digitizing its records, documents and information. The HR functions such as leave and attendance management, separation management, onboarding, rewards & recognitions,

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board of the Company comprises of 10 (ten) directors, consisting of 6 (six) Independent Directors [including 2 (two) Independent Women Directors], 3 (three) Non-Executive NonIndependent Directors and 1 (one) Whole-Time Director. The Chairman of the Company is a Non-Executive Independent Director.

Mr. Edward Cage Bernard (DIN: 08243277) retired by rotation at the 18th Annual General Meeting (AGM) of the Company and the shareholders had re-appointed him as a Nominee Director (Non-Executive Category) of the Company with effect from 29th July, 2021, liable to retire by rotation.

Mr. Sanjay Varshneya (DIN: 08161701) was appointed as a Nominee Director (Non-Executive Category) at the 18th AGM of the Company with effect from 29th July, 2021, liable to retire by rotation.

Mr. Deepak Kumar Chatterjee (DIN: 03379600) was appointed as an Independent Director of the Company with effect from 25th September, 2018 by the members at the 15th AGM until the conclusion of the AGM to be held in the calendar year 2021, not liable to retire by rotation. The members had, at the 18th AGM of the Company, re-appointed Mr. Chatterjee as Independent Director for another term of 5 (five) years from 29th July, 2021 to 28th July, 2026, not liable to retire by rotation.

Mr. Imtaiyazur Rahman was appointed as the Chief Executive Officer (CEO) of the Company for a term of 2 (two) years effective from 13th June, 2020 till 12th June, 2022. The Board has, based on the recommendation of Nomination and Remuneration Committee, re-appointed Mr. Rahman as the CEO of the Company for another term of 2 years effective from 13th June, 2022 till 12th June, 2024.

Mr. Imtaiyazur Rahman was appointed as the Whole Time Director of the Company at the 16th Annual General Meeting held on 22nd August, 2019 for a period of 3 (three) years w.e.f. 23th August, 2019 till 22nd August 2022, not liable to retire by rotation.

The Board had, in its meeting held on 21st June, 2022, based on the recommendation of Nomination and Remuneration Committee, inter-alia approved the:

i. appointment of Mr. Flemming Madsen (DIN: 02904543) (Nominee of T. Rowe Price International Ltd), who retires by rotation at the ensuing AGM, as a Nominee Director (NonExecutive Category), liable to retire by rotation, subject to the approval of the Members at the ensuing AGM;

ii. appointment of Mr. Imtaiyazur Rahman as Managing Director, not liable to retire by rotation, subject to the approval of the Members at the ensuing AGM.

The necessary resolutions for the appointment of Mr. Flemming Madsen and Mr. Imtaiyazur Rahman including their brief profile and other related information have been included in the Notice convening the ensuing AGM.

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.

performance management have been implemented to bring in the ease in the day-to-day HR operations.

Conviction

The Company look forward to a stronger focus on meritocracy, change management, increasing efficiencies and building an efficient organisation. To this end, HR principles and policies will be further sharpened. The Company will retain, develop and continue to attract talent with requisite skills to help shape a better, young and vibrant Company and foster employee engagement, productivity and motivation. UTI AMC aim to develop a culture that enables our employees to develop their leadership capabilities.

Particulars of Employees

The total number of employees of the Company as on 31st March, 2022 stood at 1,313 employees. The Employee Benefit Expenses on standalone basis for the year ended 31st March, 2022 stood at '' 362.47 crores as compared to '' 342.23 crores for the year ended 31st March, 2021. Information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

In terms of provisions of Section 136 of the Act, the Annual Report is being sent to members excluding aforementioned information. Such information will be available on the website of the Company www.utimf.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177 of the Act, the Company adopted a Whistle Blower Policy to supplement the Codes of Ethics, Staff Rules, Anti Bribery Policy and Anti-Fraud Policy of the Company. The details related to vigil mechanism / whistle blower policy are provided in the Corporate Governance Report forming part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has Policy on prevention of sexual harassment of women at workplace in place which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy aims to provide a safe, secure and congenial work environment to all employees of the Company as well as for every person employed for any work on regular, temporary, adhoc or daily wage basis including a contract worker, co-worker, probationer, trainee, apprentice or called by any other such name. The Policy has been rigidly implemented throughout the Company.

The Company has constituted an Internal Complaints Committee (ICC) to enquire into the cases of Sexual Harassment at Offices / UTI Financial Centres (UFCs) across India. The Policy is also reviewed by the ICC at regular intervals.

The Company also conducts the awareness programmes on prevention of sexual harassment on regular basis.

The Company has not received any fresh complaint during the FY 2021-22 and no complaint was pending at the end of the year.

DECLARATION OF INDEPENDENCE

All independent directors have given declarations to the Company that they meet the criteria of independence as laid down under Section 149 of the Act and the Listing Regulations. Based on the declarations received from the independent directors, the Board is of the opinion that the independent directors fulfil the criteria of independence as specified in the Act and Listing Regulations and are independent of the management. All independent directors of the Company are registered with independent director''s databank maintained by the Indian Institute of Corporate Affairs in compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The independent directors has also complied with the provisions of Rule 6(4) of Companies (Appointment and Qualifications of Directors) Rules, 2014 relating to online proficiency selfassessment test.

KEY MANAGERIAL PERSONNEL

During the FY 2021-22, there was no change in the Key Managerial Personnel (KMP) of the Company as defined under section 2(51) and 203 of the Act. As on 31st March, 2022, the Company has 3 (three) KMPs as mentioned below:

- Mr. Imtaiyazur Rahman, Chief Executive Officer & Whole Time Director;

- Mr. Surojit Saha, Chief Financial Officer; and

- Mr. Arvind Patkar, Company Secretary & Compliance Officer.

NUMBER OF BOARD MEETINGS

The Board met 11 (eleven) times during the FY 2021-22. In compliance with the provisions of the Act, Listing Regulations and Secretarial Standards - 1 on meetings of Board of Directors (SS-1), the maximum interval between two meetings did not exceed 120 days. The details of composition of the Board and its Committees and details of the meetings held during the FY 2021-22 are disclosed in the Corporate Governance Report forming part of this Annual Report.

NOMINATION & REMUNERATION POLICY

Pursuant to the provisions of the Act and Listing Regulations, the Company has adopted a Nomination & Remuneration Policy which aims to lay down a framework in relation to nomination and remuneration of directors, KMPs, senior management personnel and other employees.

The policy has been hosted on the Company''s website which can be accessed at https://www.utimf.com/uti-amc-shareholders/ corporate-governance/code-and-policies/.

AUDIT & SYSTEMS

The Company''s directors believe that internal audit control is a necessary concomitant of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company is committed to ensure an effective internal control environment that provides assurance on the efficiency of operations and security of assets. Well established and robust internal audit process, both at business and corporate levels, continuously monitors the adequacy and effectiveness of the internal control environment across the Company and the status of compliance with operating systems, internal policies and regulatory requirements.

DATA PROTECTION AND CYBER SECURITY

The Company recognizes the importance of collection, use and security of user''s information collected through various sources. The Company has adopted ''Policy on Privacy and Security of Information'' which defines the rights of the Company / user to use, secure or restrict personal and confidential information of the investors.

The Company adopted ISO 27001 standard and best practices, implemented in the organization for information security. The information security framework, policy and processes are aligned to ISO 27001. The information security objectives are aligned with business objectives with highly resilient business continuity infrastructure and processes. Company conducts periodic drills to test the infrastructure capabilities to continue the business during any disaster. The Company is committed to secure investor personally identifiable information (PII) and has implemented processes and technologies to secure the same. The Company carries out periodic audits internally as well as through external auditors. The Company has appointed M/s. Deloitte Touche Tohmatsu LLP to conduct the review of Cyber Security & Cyber Resilience Framework and System Audit in compliance with SEBI Circulars dated 10th January, 2019 and 11th April, 2019.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in a philosophy of compassion, care and generosity characterized by a willingness to build a society that works for everyone. The Company gives utmost importance to CSR initiatives in order to operate in an economically, socially and environmentally sustainable manner, while recognizing the interests of its stakeholders. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commitment to sustainable development and to meet the interests of its stakeholders.

The Company has a Board-level CSR Committee and the details of its composition, terms of reference, number of meetings and attendance have been disclosed in the Corporate Governance Report forming part of this Annual Report. The Company also has an internal management level CSR Committee to co-ordinate with all aspects related to CSR in accordance with the framework prescribed in the policy and the guidance of the CSR Committee of the Board.

The Company has adopted a Corporate Social Responsibility Policy in compliance with the requirements of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy has been hosted on the Company''s website which can be accessed at https://www.utimf.com/uti-amc-shareholders/ corporate-governance/code-and-policies/.

The Annual Report on the Company''s CSR activities for FY 202122 is annexed as Annexure - III to this Directors'' Report.

RISK MANAGEMENT

Risk management is one of the key focus areas of the Company and it has established processes and systems to ensure robust firm-wide risk management. The Board and Risk Management Committee formulate and periodically review the Company''s risk management policies, procedures and processes which includes the delegation of investment and financial responsibilities, the establishment of prudential investment norms, the approval and dissemination of guidelines and restrictions, as well as the establishment of counter-party limits. The Board also reviews the performance of funds against the relevant benchmark and competing funds.

The Company''s risk management structure includes:

1. Risk Management Committee: A Board-level Risk Management Committee of the Company and UTI Trustee Company Private Limited (the trustees of UTI Mutual Fund schemes) have been constituted to review the overall risk management policies and guidelines and implementation thereof. The meetings of committee are held on quarterly basis.

2. Equity and Debt Steering Committee: Meetings of Equity Steering Committee and Debt Steering Committee are held on a regular basis to review fund performance and strategy reports as well as to discuss products strategies and market developments.

3. Department of Risk Management: Department of Risk Management reviews the implementation and governance of Risk Management Framework at the scheme level and at the Company level. The Department regularly reviews the portfolio risks, conducts performance attribution of funds vis-a-vis their respective benchmarks and competing funds, tracks the adherence of portfolio characteristics to the respective scheme mandates and computes various portfolio analytics to judge the risk and return indicators over a period of time.

4. Investment Committee: Investment Committee consists of 5 (five) members viz. Chief Executive Officer, Chief Investment Officer, Head of Fixed Income, Head of Equity and Chief Risk Officer. The Committee meets on a monthly basis to review, among other things, the performance of the funds, top securities transactions and exceptions, if any, to establish investment norms or scheme limits.

5. Department of Internal Audit: Department of Internal Audit oversees the work of the internal audit firm appointed to carry out the Company''s internal audit function. The Department, together with the Investment Committee and the Department of Risk Management, ensures that the policies,

procedures and processes laid down by the Board and the Risk Management Committee are effectively implemented.

Effective risk management is critical to the operation of the

Company''s business. The Company had adopted various

policies and procedures to manage the risks applicable to its

business operations, inter-alia, including:

3. Operational risk: This is the risk of loss from inadequate or failed internal processes and systems or from external events including employee errors, improper documentation of transactions, failure of operational and information security procedures, computer systems, software or other equipment and business interruptions. The measures taken to address and mitigate operational risk include internal control systems, including concurrent audit system for dealing and Net Asset Value (NAV) computation and an outsourced internal audit function, a straight-through investment processing system, isolating and monitoring the dealing room, service level agreements with third party vendors, conducting disaster recovery drills at least twice a year, Information Security Policies along with its review by an independent auditor, separating front-office and back-office functions, an effective investor grievance redressal mechanism, periodic training of the sales team and insurance coverage etc. In addition to the above, the Company has implemented Risk Control Self Assessment (RCSA) framework to identify and control the relevant operational risks as per the SEBI (Mutual Funds) Regulations, 1996 and circulars issued thereunder.

4. Market risk: This risk is the possibility of loss arising from changes in the value of a financial instrument as a result of changes in market variables such as equity prices, interest rates, exchange rates or other asset prices, higher volatility of funds or returns as compared to benchmark or competing funds. The measures taken to address and mitigate market risk include implementing investment guidelines and position limits in terms of individual stocks, sectors and industries, having experienced fund managers closely monitoring investments and positions, as well as measuring risk-adjusted performance.

6. Regulatory risk: The Company is highly regulated and it may be impacted by new laws, rules and regulations or changes in existing ones, affecting its ability to operate. The measures taken to address and mitigate regulatory risk include following regulatory guidelines, systematic controls in respect of regulatory limits, dedicated Secretarial and Compliance Departments, monthly compliance audits and review by the Board of the Company and UTI Trustee Company Private Limited.

BOARD EVALUATION

The Company has a ''Policy for Evaluation of the Performance of the Board of Directors'' in accordance with the provisions of of the Act and Listing Regulations. The Policy aims to formulate the procedures and prescribes the criteria to evaluate the performance of the entire Board, its committees and individual directors as well as to assess and enhance the effectiveness of the Board as a whole.

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

EMPLOYEE STOCK OPTION SCHEME

The Company introduced an employee stock option scheme called the ''UTI AMC Employee Stock Option Scheme - 2007'' (ESOP Scheme 2007). The details of ESOP Scheme 2007 are as follows:

Particulars	Total
Options granted	78,86,585
Options vested (excluding options that have	37,06,994
been exercised)
Options exercised	14,84,826

Total number of equity shares that would arise as a result of full exercise of options granted (net of cancelled / forfeited / lapsed options)	42,68,915
Options forfeited / lapsed / cancelled	36,17,670
Money realised by exercise of options (in '')	38,48,58,144
Total number of options in force	27,84,089
Variation in terms of options	-

The details of stock options granted during the last three financial years to the employees of the Company and few employees of the subsidiary companies are as under:

Sr. No.	Date of grant	No. of options granted		Face Value (?)	Exercise Price (?)
During the FY 2019-20
1.	16th December, 2019	21,91,554		10/-	728.00/-
During the FY 2020-21
Nil
During the FY 2021-22
2.	28th July, 2021	8,61,350		10/-	923.20/-
3.	17th January, 2022	15,291		10/-	1079.45/-
The details of stock options granted to Key Managerial Personnel under the ESOP Scheme 2007 in the FY 2019-20 and FY 202122 are as under:
Sr. No.	Particulars		Designation			Total options granted
1.	Mr. Imtaiyazur Rahman		Chief Executive Officer & Whole-Time Director			4,05,000
2.	Mr. Surojit Saha		Chief Financial Officer			32,496
3.	Mr. Arvind Patkar		Company Secretary & Compliance Officer			4,156
The details of employees who received a grant of options amounting to five percent or more of options granted during the FY 2021-22:
Sr. No.	Particulars		Designation			Total options granted during FY 202122
1.	Mr. Imtaiyazur Rahman		Chief Executive Officer & Whole-Time Director			2,30,000
2.	Mr. Vetri Subramaniam		Chief Investment Officer			1,43,855

During the FY 2021-22, the Company has not granted stock options to employees under ''UTI AMC Employee Stock Option Scheme - 2007'' which equal to or exceeds one percent of the issued capital of the Company.

The grant was made based on parameters inter-alia, including tenure, performance, role and total cost to the Company. The Company had obtained the in-principle approval from stock exchanges for listing of 21,10,259 equity shares out of which 1,61,787 equity shares has been issued under the ''UTI AMC Employee Stock Option Scheme - 2007'' during the FY 202122.

During the FY 2021-22, the members had, at the 18th AGM held on 28th July, 2021, amended the ''UTI AMC Employee Stock Option Scheme - 2007'' to extend the exercise period for new grants from ''three'' years to ''five'' years.

The other terms of the aforementioned grants shall be in line with the options as granted under the existing scheme i.e. ''UTI AMC Employee Stock Option Scheme - 2007''.

The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. The disclosures as required under the aforesaid regulations can be accessed on the Company''s website at https://utimf.com/.

The certificate, as required under Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, from the Secretarial Auditor of the Company certifying that ''UTI AMC Employee Stock Option Scheme - 2007'' have been implemented in accordance with the aforesaid regulation will be available for inspection at the ensuing AGM.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is engaged in the business of fund management services and therefore does not generally consume high levels of energy. However, adequate measures or efforts wherever viable, were taken to ensure energy conservation.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

('' in crores)
	For the year	For the year
Particulars	ended 31st	ended 31st
	March, 2022	March, 2021
Foreign Exchange Earnings	14.04	6.86
Foreign Exchange Outgo	9.58	12.25

the details regarding foreign exchange earnings and outgo are disclosed in Note no. 30 and 31 to the standalone financial statements of the Company for FY 2021-22.

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

ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92 of the Act, the Annual Return of the Company for the FY 2021-22 is available on Company''s website at https://www.utimf.com/uti-amc-shareholders/financials-filings/annual-reports/

UNCLAIMED DIVIDEND ON SHARES

The details of the unclaimed dividend as on 31st March, 2022 are as under:

Sr. No.	Dividend for the	Amount (in '')
Sr. No.	Financial Year	Amount (in '')
1.	2019-20	9,47,460.09
2.	2020-21	8,91,028.00
Total		18,38,488.09

The unclaimed dividend is mainly on account of non-updation of KYC details in the folios or demat accounts of the concerned members.

As a measure to reduce unclaimed dividend, the Company has sent communications to the concerned members requesting them to submit necessary documents for claiming their unpaid / unclaimed dividend.

The Company has also uploaded the year-wise details of unclaimed dividend on the Company''s website at https://www. utimf.com/uti-amc-shareholders/unclaimed-dividend/.

SIGNIFICANT AND MATERIAL ORDER

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

MATERIAL CHANGE AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There was no material change and commitment affecting the financial position of the Company between the end of the FY 2021-22 and the date of this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

A separate section titled ''Management''s Discussion and Analysis Report'' for the FY 2021-22 has been included in this Annual Report.

CORPORATE GOVERNANCE

The Company maintains high standard of corporate governance and adheres to the corporate governance requirements set out by the SEBI. In terms of the Listing Regulations, a separate section titled ''Corporate Governance Report'' has been included in this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI has, vide its gazette notification dated 5th May, 2021 and circular dated 10th May, 2021, mandated the top 1000 listed entities to disclose their performance against the nine principles of the ''National Guidelines on Responsible Business Conduct'' (NGBRCs) in ''Business Responsibility and Sustainability Report'' from the FY 2022-23.

Though it is not mandatory to the Company for this FY, the Company has voluntarily prepared the Business Responsibility and Sustainability Report for the FY 2021-22.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and Listing Regulations, the Company additionally discloses that during the FY 2021-22:

1 . there was no change in the nature of business of the Company;

2. there was no revision in the financial statements or Directors'' Report of the Company;

3. disclosure pertaining to maintenance of cost records as specified by the central government under Section 148 (1) of the Act is not applicable to the Company;

4. t he Company has not issued any shares with differential voting rights;

5. the Company has not issued any sweat equity shares;

6. the Company has not made any applications and no proceeding were pending under the Insolvency and Bankruptcy Code, 2016; and

7. t he Company has not made any one-time settlement with the Banks or Financial Institutions.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts for the FY 2021 -22, the applicable accounting standards were followed along with proper explanation relating to material departures, if any;

(ii) the accounting policies were selected and applied consistently and judgments and estimates were made so that they are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year i.e. 31st March 2022, and of the Profit and Loss of the Company for that period;

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

(iv) the Annual Accounts were prepared on a going concern basis;

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

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

ACKNOWLEDGEMENT

The Board places its gratitude and appreciation for the valuable support, cooperation and guidance received from the Securities and Exchange Board of India, Reserve Bank of India, Association of Mutual Funds in India, Ministry of Corporate Affairs, Registrar of Companies, UTI Trustee Company Private Limited, National Securities Depository Limited, Central Depository Services (India) Limited, National Stock Exchange of India Limited, BSE Limited, Sponsors and the Members of the Company.

The Company is also thankful to its investors in schemes, Auditors, Custodians, Registrar & Transfer Agents, Banks, Distributors and all other service providers for their valued support.

The Board also place on record their appreciation for the hard work and dedication of all the employees and support staff of the Company and towards of all its subsidiary companies.

For and on behalf of the Board of Directors of UTI Asset Management Company Limited

Date: 30th June, 2022 Dinesh Kumar Mehrotra

Place: Mumbai Chairman

(DIN: 00142711)

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article