Directors Report of Reliance Capital Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their 30^th Annual Report on the business and operations of your
Company, together with the audited financial statements, for the year ended March 31, 2025.

Your Company endeavours to remain one of the leading players in the Asset Management business in
India and keep exploring opportunities for enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI is one of the largest
life insurers in the world managing assets of over USD 580 billion. It has a large global network with presence
across US, Europe, Asia, and Australia along with over 130-year track record in Life Insurance business as
well as global investments across Asset Management companies. This pedigree brings strong synergistic
benefits that very well complements your Company''s domestic expertise in the Asset Management
business and provides a thrust to its significant growth potential. Your Company expects substantial upside
in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s
global positioning & relationships.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the Indian Accounting Standards ("IND AS") notified under
Section 133 of the Companies Act, 2013 ("the Act") [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis)
of the Company for the year ended March 31, 2025 are as follows:

	Consolidated		Standalone
Description	Year ended March 31, 2025	Yearended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Gross Income	2520.72	2037.34	2348.28	1877.08
Profit before exceptional item and tax	1694.32	1352.48	1654.67	1294.48
Exceptional Items	-	-	-	-
Profit Before tax	1694.32	1352.48	1654.67	1294.48
Current Tax	377.54	227.66	365.84	228.55
Deferred Tax	31.05	18.57	36.60	18.70
Profit for the year	1285.73	1106.25	1252.23	1047.23
Share of Profit from Associates	0.66	1.07	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(4.82)	(1.26)	(4.51)	(1.18)
Balance carried to Balance Sheet	1281.57	1106.06	1247.72	1046.05
Basic EPS of H 10 each	20.34	17.71	19.79	16.75
Diluted EPS of H 10 each	20.03	17.53	19.49	16.58

The Consolidated Financial Statements of the Company forms part of this Annual Report.

OPERATION HIGHLIGHTS

As you are aware that your Company acts as the asset manager to Nippon India Mutual Fund ("NIMF"), which
is one of the largest Mutual Funds in India, in terms of the Quarterly Average Assets under Management
("QAAUM") as on March 31, 2025.

The QAAUM of NIMF as on March 31, 2025 was H 5,57,199 crore comprising of H 2,77,377 crore of Equity,
H 83,397 crore of Debt, H 42,571 crore of Liquid Funds and H 1,53,854 crore of ETF assets. It may be noted that
the QAAUM of NIMF as on March 31, 2024 was H 4,31,308 crore comprising of H 2,12,252 crore of Equity, H 68,135
crore of Debt, H 39,379 crore of Liquid Funds and H 1,11,542 crore of ETF assets.

Overall QAAUM of NIMF has increased by 29.2% during the financial year 2024-25, while the Indian Mutual
Fund Industry witnessed an overall positive growth of 24.6% in terms of QAAUM (Source: AMFI).

New Schemes Launched:

During the year under review, Nippon India Mutual Fund launched the following new schemes:

Name of Scheme	Type	Structure
Nippon India Active Momentum Fund	Open	Equity
Nippon India Nifty 500 Momentum 50 Index Fund	Open	Other - Index Funds
Nippon India Nifty 500 Equal Weight Index Fund	Open	Other - Index Funds
Nippon India Nifty Auto Index Fund	Open	Other - Index Funds
Nippon India Nifty Realty Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Dec 2026 Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Jan 2028 Index Fund	Open	Other - Index Funds

As on March 31, 2025, NIMF has a well-rounded portfolio of 105 schemes under various categories such as
Equity, Debt, Hybrid, Exchange Traded Fund, Fixed Maturity Plans and Interval Funds.

DETAILSOF MATERIAL CHANGESANDCOMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE FINANCIAL YEAR END AND
THE DATE OF THIS REPORT

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year 2024-25 and the date of
this Report.

DIVIDEND

During the year, the Company had declared and
paid an interim dividend of g 8.00 per equity share of
g 10/- each amounting to g 506.58 Crore. The Board
has also recommended a final dividend of g 10.00 per
equity share of g 10/- each for the financial year ended
March 31, 2025, for the approval of the Shareholders
at the ensuing Annual General Meeting ("AGM").
With this the total dividend for the financial year
2024-25 would be approximately g 1141 Crores,
including the interim dividend of g 8.00 per equity
share distributed in November 2024. The Final
dividend, if declared, will be paid on and from July
21, 2025.

The dividend pay-out is in accordance with the
Company''s Dividend Distribution Policy which
is placed on the Company''s website at https://
mf.nipponindiaim.com/lnvestorServices/Pages/
Investor-Policies.aspx.

AMOUNT TO BE CARRIED TO RESERVES

There is no amount proposed to be transferred to
the reserves. For complete details on movement
in Reserves and Surplus during the financial year
ended March 31, 2025, please refer to the Statement
of Changes in Equity included in the Financial
Statements of the Company forming part of this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for
the year under review as stipulated under SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is presented
in a separate section forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements
of the Company forming part of this Annual Report.

DEPOSITS

During the year, your Company has not accepted
any deposits within the meaning of Sections 73 and
74 of the Act read together with the Companies
(Acceptance of Deposits) Rules, 2014. Further,
there are no outstanding or unclaimed deposits,
unclaimed / unpaid interest, refunds due to the
deposit holders or to be deposited to the Investor
Education and Protection Fund as on March 31, 2025.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of
employee ownership and to attract, retain, motivate
and incentivize senior as well as critical talent, the
Company has formulated the following Employee
Stock Option Plan(s) / Scheme(s):

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2017 ("NAM INDIA
ESOP 2017") as its stock option scheme, which was
launched in August 2017.

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2019 ("NAM INDIA
ESOP 2019") as its stock option scheme, which was
launched in July 2019.

• Nippon Life India Asset Management Limited

- Employee Stock Option Scheme 2023 ("NAM
INDIA ESOP 2023") as a stock option scheme and
Nippon Life India Asset Management Limited

- Performance Linked Stock Unit Scheme 2023
("NAM INDIA PSU 2023") as a stock unit scheme,
which were launched in October 2023.

During the year, there has been no material variation
in the terms of aforesaid Plans and Schemes and
the same are in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB

& SE Regulations"). No employee was issued stock
option/unit, during the year equal to or exceeding
1% of the issued capital of the Company at the time
of grant.

The certificate from the Secretarial Auditors of the
Company confirming the compliance of the SBEB &
SE Regulations with respect to the aforesaid Plans
and Schemes of the Company will be available for
inspection through electronic mode. Any member
interested in obtaining the same may write to the
Company Secretary. The details as required to be
disclosed under SBEB & SE Regulations are placed on
the Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/ESOP-Disclosure.aspx

CAPITAL STRUCTURE

During the Financial year 2024-25, the Company
issued and allotted 47,03,902 Equity Shares to
eligible employees on exercise of options granted
under the Employee Stock Option Plan(s) of the
Company. Hence, the issued, subscribed, and paid-
up capital of the Company was 63,47,02,632 Equity
Shares of H 10 each as on March 31, 2025.

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

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

b) sweat equity shares.

The Equity History of the Company has been
provided in the Corporate Governance Report.

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company maintains a strong focus on
Compliance and Risk Management as these are
essential elements for its long-term success. The
compliance and risk functions are managed by a
dedicated and experienced team of professionals.
The management has a zero tolerance towards risk
and compliance failures or breaches.

There exists a comprehensive Compliance Manual,
which is reviewed by your Board of Directors from
time to time and it facilitates the Company''s
Compliance team to monitor various compliance
requirements effectively & comprehensively. Your
Board of Directors have also constituted a Risk and
Compliance Committee, which is chaired by the ED &
CEO and which has the Chief Legal and Compliance
Officer, and other senior & relevant functionaries
as its members. This Committee meets at least
once in a quarter to discuss and deliberate issues
pertaining to compliance and other regulatory
developments. The Compliance team regularly
conducts educative training programs for various
segments within the organization.

Your Company also has a comprehensive Risk
Management Policy that envisages a structured
and consistent enterprise-wide risk management

framework, based on the three lines of defence
model, to ensure that risk management processes
are consistently applied across the organization
and provide reasonable assurance regarding
achievement of organization''s objectives.

The Risk Management Policy clearly sets out the
objectives & elements of risk management within
the organization, including the constitution of an
independent Risk Management department headed
by the Chief Risk Officer (reporting directly to the ED
& CEO), Risk Management Committees at executive
and Board levels. The policy also defines the roles
and responsibility of all the CXOs towards risk
management as part of first line of defence model.

Your Company promotes risk awareness culture
throughout the organization and risk management
is an integral part of decision making and day-to¬
day operations of all activities at all levels across
the organization. There are well documented and
Board approved policies and processes to address
and mitigate various risks to which the Company is
exposed. The Company also has a robust business
continuity plan which is tested on a periodic
basis to ensure uninterrupted operations. The Risk
department conducts various training programs on
various facets of risk management including cyber
risk awareness, conduct risk, operational risk, anti
money laundering etc.

The Company has a structured risk reporting
mechanism to ensure risks are monitored
and reviewed by the Chief Risk Officer, Senior
Management, Risk Management Committee and
Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has an Internal Control System
which is commensurate with the size, scale and
complexity of its business operations.

For effective risk management and control,
the Company has established structures and
responsibilities in line with the "Three Lines of
Defense" model, where 1^st line being business
operations, 2^nd line is the oversight functions like Risk
Management and Compliance and 3^rd line is Internal
Audit. To maintain its objectivity and independence,
the Internal Audit department reports to the
Audit Committee of the Board. The Internal Audit
department monitors and evaluates the efficacy
and adequacy of the internal control system in the
Company, its compliance with operating systems,
accounting procedures and policies. Based on
the report of the Internal Auditor, process owners
undertake corrective action in their respective
areas and thereby strengthen the controls. The
Internal Audit department follows up on pending
audit issues and ensures that corrective actions
have been taken. Significant audit observations, if
any, and corrective actions thereon, are presented
to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s
commitment to the highest standards of corporate
governance to enhance trust of all its stakeholders.
Strong & robust corporate governance practices
have facilitated your Company in standing up to
the continued scrutiny of domestic & international
investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule
V of the Listing Regulations is presented in a separate
section forming part of this Report.

A certificate from the Statutory Auditors of the
Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, conforming compliance to the
conditions of Corporate Governance as stipulated
under Para E of Schedule V of the Listing Regulations,
is enclosed with Corporate Governance Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and Listing
Regulations, the Company has formulated a Vigil
Mechanism to address the genuine concerns, if any.
The Whistle Blower policy can be accessed on the
Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/Investor-Policies.aspx.
It is affirmed that no person has been denied access
to the Chairperson of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social
Responsibility ("CSR"), your Company has
undertaken projects in the areas of promoting
healthcare, education, and rural development in
accordance with Schedule VII to the Act.

The Annual Report on CSR activities along with the
executive summary for Impact Assessment Reports
of the applicable projects, in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, is annexed herewith as
Annexure A and the complete Impact Assessment
Reports of the applicable projects are available on
the Company''s website at https://mf.nipponindiaim.
com/csr/.

SUBSIDIARIES & ASSOCIATE COMPANY

As on March 31, 2025, your Company had two (2)
subsidiaries. One of such subsidiaries is in overseas
i.e., in Singapore and other one is in India. Both
the subsidiaries of the Company are engaged in
financial services and related activities. In addition,
your Company also has an associate company in
India, which has already surrendered its business
license/ regulatory approval to act as a Pension
Fund Manager. This particular Company currently
has no business operations, and it is therefore
proposed to be wound up, in accordance with the
applicable laws.

A statement w.r.t. the performance and the financial
position of the subsidiary companies is presented in
the Management Discussions and Analysis Report
forming part of this Annual Report. The policy for
determining material subsidiary companies may
be accessed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx

The annual accounts of the subsidiary companies
is placed on the website of the Company. Pursuant
to Section 129(3) of the Act, a statement containing
salient features of the financial statements of
the subsidiary and associate companies in
the prescribed Form AOC-1 forms part of this
Annual Report.

Except for the above subsidiaries, your Company
does not have any other subsidiary or an associate
company or a joint venture during the year
under review.

KEY MANAGERIAL PERSONNEL

During the year under review, the following
employees were the ''Key Managerial Personnel'' of
the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief
Executive Officer ("ED & CEO");

b) Mr. Ajay Patel - Manager;

c) Mr. Valde Varghese - Company Secretary &
Compliance Officer*;

d) Mr. Parag Joglekar - Chief Financial Officer**;

e) Ms. Nilufer Shekhawat - Company Secretary &
Compliance Officer #; and

f) Mr. Amol Bilagi - Interim Chief Financial Officer@;

*appointed as the Company Secretary & Compliance Officer
w.e.f. July 1, 2024

**appointed as the Chief Financial Officer w.e.f. September 19,
2024

#ceased as the Company Secretary & Compliance Officer
w.e.f. June 3, 2024

@ceased as the Interim Chief Financial Officer w.e.f. September
19, 2024

DIRECTORS

In accordance with the provisions of Section 152
of the Act read with the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and
the Articles of Association of the Company,
Mr. Hiroki Yamauchi (DIN: 08813007), Non-Executive
(Nominee) Director, is liable to retire by rotation at
the upcoming AGM of the Company scheduled to be
held on July 18, 2025, and being eligible has offered
himself for re-appointment. Necessary proposal for
his re-appointment will be placed for your approval
at the upcoming AGM. The brief resume and other
related information have been detailed in the Notice
convening the AGM of the Company. The Board of
Directors recommends his re-appointment as Non¬
Executive Director of the Company.

During the year, Ms. Ameeta Chatterjee
(DIN: 03010772), ceased to be an Independent
Director of the Company w.e.f. close of business
hours on March 23, 2025 upon completion of her
second term as an Independent Director of the
Company. The Board of Directors of the Company
placed on record its sincere appreciation for the
valuable contribution and guidance provided by
Ms. Chatterjee during her association with the
Company as an Independent Director. The Board
of Directors of the Company at its meeting held
on March 12, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mrs. Sonu Bhasin
(DIN: 02872234) as an Additional Director, designated
as an Independent Director w.e.f. March 23, 2025.
Further, as required under Regulation 17(1C) of the
Listing Regulations, the Company had on April 24,
2025, obtained approval of the shareholders of the
Company through Postal Ballot for appointment of
Mrs. Sonu Bhasin as an Independent Director of the
Company for a term of five (5) consecutive years,
w.e.f. March 23, 2025.

Pursuant to the provisions of Sections 149 and 152 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualifications of Directors) Rules,
2014, along with Schedule IV of the Act and Listing
Regulations, Mr. Ashvin Parekh (DIN: 06559989)
was appointed as an Independent Director of the
Company for a term of five (5) consecutive years
w.e.f. August 1, 2020 to July 31, 2025, (''first term/
current term'') by the shareholders of the Company
on March 17, 2021, vide Postal Ballot. Thus, the current
term of Mr. Parekh as an Independent Director of the
Company will be ending on July 31, 2025.

Considering his knowledge, skills, background,
experience and contributions made over the years
as an Independent Director of the Company and
on the basis of his performance evaluation, the
Board believes that his continued association as an
Independent Director would be of immense benefit
to the Company. Accordingly, the Board of Directors
of the Company, based on the recommendation
of the Nomination and Remuneration Committee
has re-appointed Mr. Parekh as an Independent
Director of the Company for a second term of five
(5) consecutive years commencing from August
1, 2025 to July 31, 2030, subject to the approval of
the shareholders of the Company, through special
resolution at the ensuing AGM. In compliance with
the provisions of Regulation 17(1 A) of the Listing
Regulations, the approval of the shareholders of the
Company by special resolution is also sought for
re-appointing Mr. Parekh, who would be attaining
the age of 75 years during his second term of
appointment as an Independent Director. The
resolution for aforesaid re-appointment along
with the brief profile and other related information
of Mr. Ashvin Parekh form part of the Notice
convening the AGM of the Company. The Board of

Directors recommends his re-appointment as an
Independent Director of the Company.

Post the year under review, Mr. Tomohiro Yao
ceased to be a Non-Executive (Nominee) Director
of the Company w.e.f. April 28, 2025, on account of
resignation due to change in management team of
NLI. The Board of Directors of the Company placed
on record its sincere appreciation for the valuable
contribution and guidance provided by Mr. Tomohiro
Yao during his association with the Company as a
Non-Executive Director.

The Board of Directors of the Company at its meeting
held on April 28, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mr. Kosuke Kuroishi
(DIN: 11069118) as an Additional (Non-Executive)
Director of the Company (Nominee of NLI, Promoter
of the Company) w.e.f. April 28, 2025 to hold office
up to the date of the ensuing AGM of the Company,
and thereafter, subject to the approval of the
shareholders of the Company, as a Non-Executive
(Nominee) Director of the Company, liable to retire
by rotation. The resolution for aforesaid appointment
along with the brief profile and other related
information of Mr. Kosuke Kuroishi form part of the
Notice convening the AGM of the Company. The
Board of Directors recommends his appointment as
a Non-Executive (Nominee) Director of the Company.

All the Independent Directors of your Company i.e.,
Mr. Upendra Kumar Sinha, General Ved Prakash
Malik (Retd.), Mrs. Sonu Bhasin, Mr. Ashvin Parekh
and Mr. B. Sriram have already furnished the
required declarations that they meet the criteria of
independence as laid down under Section 149(6) of
the Act and Listing Regulations.

In terms of Section 150 of the Act read with Rule 6(3)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, all Independent Directors
of the Company have confirmed that they
have registered themselves with the databank
maintained by the Indian Institute of Corporate
Affairs, Manesar ("IICA"). Further, in terms of Rule 6(4)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, one (1) Independent Director
has passed the Online Proficiency Self-Assessment
test conducted by IICA and the other four (4)
Independent Directors were not required to appear
for the said test as required by IICA as they fulfil the
exemption criteria stipulated under Rule 6(4) of the
Companies (Appointment and Qualifications of
Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite expertise,
experience & proficiency and are people of high
integrity and repute. They fulfil the conditions
specified in the Act and the Rules made thereunder
and Listing Regulations and are independent of
the management.

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

PERFORMANCE EVALUATION OF DIRECTORS, BOARD
AND COMMITTEES

Your Company has devised a policy for the
performance evaluation of the individual directors,
Board and its Committees, which also includes
the criteria for carrying out the said performance
evaluation. Pursuant to the provisions of the Act
and Regulation 17(10) of Listing Regulations and as
prescribed in the stated policy of the Board, the Board
has carried out an annual performance evaluation
of (i) its Chairperson (ii) the Directors (independent
and non-independent); (iii) itself (as a whole); and
(iv) its committees. The Board performance was
evaluated based on inputs received from the Board
members after considering criteria such as Board
composition and structure, effectiveness of Board
/ Committee processes, and information provided
to the Board, etc. In terms of the requirements of
the Act and Listing Regulations, a separate meeting
of the Independent Directors was also held during
the year.

BOARD AND COMMITTEE MEETINGS

During the year ten (10) Board meetings were held,
which includes two (2) joint Board Meetings between
the Board of the Company ("AMC") with the Board
of the Trustees as stipulated in SEBI Master Circular
no. SEBI/ho/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

Your Directors wish to inform that the functioning of
the Board is supplemented by various committees
(Board committees and management committees),
which have been constituted from time to time, such
as Audit Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee, Risk
Management Committee, Unit Holder Protection
Committee, IT Strategy Committee, Valuation
Committee, Investment Committee, Risk and
Compliance Committee, Allotment Committee,
Broker Empanelment Committee, Operating
Committee, Stewardship Committee, Proxy Voting
Committee, Technology Committee, etc. to name
a few. Each of the aforesaid Committees has been
constituted in order to ensure due compliance with
the applicable laws and to ensure that the highest
levels of corporate governance are followed and
practiced. The minutes of the meetings of each of
these Committees are duly placed before the Board
of Directors for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the
Act, Regulation 18 of the Listing Regulations and
Paragraph 6.1.2 of the SEBI Master Circular no. SEBI/
HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated June 27,

2024, the Audit Committee of the Company consists
of seven (7) members including a majority of
Independent Directors. As on date of this report, it
comprises of five (5) Non - Executive Independent
Directors of the Company viz. Mr. Ashvin Parekh
[Chairperson], Mrs. Sonu Bhasin, General Ved Prakash
Malik (Retd.), Mr. B. Sriram, Mr. Upendra Kumar Sinha
and two (2) Non - Executive Non-Independent
Directors of the Company viz. Mr. Minoru Kimura and
Mr. Kosuke Kuroishi as its members.

During the year, nine (9) meetings of the Audit
Committee were held, which includes one (1) joint
Audit Committee meeting between the Audit
Committee of the AMC and the Audit Committee of
the Trustees and one (l) meeting to interact with the
Statutory and Internal Auditors of the Mutual Fund
Schemes without the engagement of management
of the AMC as stipulated in SEBI Master Circular
No. SEBI/HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

There have been no instances where the Board
has not accepted any recommendation of any
Committee of the Board which is mandatorily
required, during the financial year.

Other relevant details in this regard have been
provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 19 of the Listing Regulations, the
Nomination and Remuneration Committee of the
Company consists of seven (7) members including
a majority of Independent Directors. As on date of
this report, it comprises of seven (7) Directors out
of which five (5) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.)
[Chairperson], Mrs. Sonu Bhasin, Mr. Ashvin Parekh,
Mr. B. Sriram, Mr. Upendra Kumar Sinha and two
(2) Non - Executive Non-Independent Directors of
the Company viz. Mr. Minoru Kimura and Mr. Hiroki
Yamauchi as its members.

During the year, three (3) meetings of the Nomination
and Remuneration Committee were held. Other
relevant details in this regard have been provided in
the Corporate Governance Report.

In terms of the requirements under the Act and SEBI
Listing Regulations, your Company has in place a
policy w.r.t. thedirector''s appointment, remuneration,
criteria for determining qualifications, attributes,
independence of a director. The remuneration
paid to the Directors, Key Managerial Personnel
and Senior Management is as per the Nomination
and Remuneration Policy of the Company. The
Nomination and Remuneration Policy has been
provided as Annexure B to the Board''s Report and
is also placed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the
Act, the Corporate Social Responsibility ("CSR")
Committee of the Company consists of five (5)
members. As on date of this report, it comprises of five
(5) Directors out of which two (2) are Non - Executive
Non-Independent Directors of the Company viz.
Mr. Hiroki Yamauchi [Chairperson], and Mr. Kosuke
Kuroishi, two (2) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.) and
Mrs. Sonu Bhasin and one (1) Executive Director viz.
Mr. Sundeep Sikka as its members.

During the year, four (4) meetings of the CSR
Committee were held. Other relevant details in
this regard have been provided in the Corporate
Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations,
the Stakeholders'' Relationship Committee of
the Company consists of three (3) members. As
on date of this report, it comprises of three (3)
Directors of the Company out of which one (1) is
Non - Executive Independent Director viz. Mrs. Sonu
Bhasin [Chairperson], one (1) is Non - Executive
Non-Independent Director viz. Mr. Hiroki Yamauchi
and one (1) Executive Director of the Company viz.
Mr. Sundeep Sikka as its members.

During the year, two (2) meetings of the Stakeholders''
Relationship Committee were held. Other relevant
details in this regard have been provided in the
Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the
Listing Regulations and Mutual Fund Regulations,
the Company has constituted a Risk Management
Committee of the Board which consists of seven (7)
members. As on date of this report, it comprises of
six (6) Directors of the Company out of which two (2)
are Non-Executive Non-Independent Directors viz.
Mr. Hiroki Yamauchi [Chairperson] and Mr. Kosuke
Kuroishi, three (3) are Non-Executive Independent
Directors viz. Mr. Ashvin Parekh, Mr. Upendra Kumar
Sinha and Mr. B. Sriram, one (1) is Executive Director
viz. Mr. Sundeep Sikka and the Chief Risk Officer of
the Company viz. Mr. Rishi Garg as its members.

During the year, four (4) meetings of the Risk
Management Committee of the Board were held.
Other relevant details in this regard have been
provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND
INTERNAL

Statutory Auditors:

In terms of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
(ICAI FRN: 101248W/W-100022) were re-appointed as
the Statutory Auditors of your Company for a period
of 5 continuous years i.e. from the conclusion of
28^th AGM till the conclusion of 33^rd AGM of
the Company.

The Auditor''s Report on the financial statements
of the Company for the financial year ended
March 31, 2025 forms part of this Annual Report.
The observations and comments given by the
Statutory Auditors in their report read together with
notes on financial statements are self-explanatory
and hence does not require any further comments
in terms of Section 134 of the Act.

In terms of Section 143(12) of the Act, the said
Auditors of the Company have not reported any
instance of fraud having taken place during the
year under review.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as the Internal Auditors of your Company
for the financial year 2024-25.

AUDITORS OF THE SCHEMES OF NIPPON INDIA
MUTUAL FUND - STATUTORY AND INTERNAL

In accordance with the applicable provisions of law,
the Company has appointed Statutory and Internal
Auditors for various Schemes of Nippon India
Mutual Fund, who periodically submit their reports,
which are placed before the Audit Committee
for discussion, review and implementation of
their recommendations.

Statutory Auditors :

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants were appointed as Statutory Auditors
of the Schemes of Nippon India Mutual Fund for the
financial year 2024-25.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as Internal Auditors of the Schemes
of Nippon India Mutual Fund and the Portfolio
Management Services division of the Company, for
the financial year 2024-25.

SECRETARIAL STANDARDS

During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
your Directors had appointed M/s. M. Siroya and
Company, Company Secretaries to undertake the
Secretarial Audit of the Company for the financial

year 2024-25. In this regard, the Report submitted
by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform you that the
report from the Secretarial Auditors does not contain
any qualifications or reservation or other adverse
remarks. In terms of Section 143(12) of the Act, the
said Auditors of the Company have not reported
any instance of fraud having taken place during the
year under review.

Further, in terms of amended provisions of
Regulation 24A of the Listing Regulations, the Board
has appointed and recommended appointment of
M/s. Siroya and BA Associates, Practicing Company
Secretaries as Secretarial Auditors of the Company
for a term of five (5) consecutive financial years
commencing from April 1, 2025 till March 31, 2030.
The appointment will be subject to shareholder''s
approval at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company has been
placed on the website of the Company and can
be accessed at https://mf.nipponindiaim.com/
AboutUs/FinancialReports/Pages/Annual-Return.
aspx.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The operations of the Company do not consume
high levels of energy. Adequate measures have been
taken to conserve energy wherever feasible. Your
Company uses the latest technology and energy -
efficient equipments. Your Company only uses LED
lights and 5-star air-conditioning for majority of
offices. As energy cost forms a very small part of the
total costs, the impact on cost is not material.

Technology Absorption, Adaptation and
Innovation:

At Nippon India Mutual Fund ("NIMF"), our
commitment to a robust digital-first approach is
paramount and it is evident in our customer-centric,
seamless, and frictionless digital experiences. We
continue to lead the industry''s digital transformation
through innovative and cutting-edge initiatives.
Here is an overview of some key, needle-moving
initiatives delivered in the year gone by:

• Focus on Artificial Intelligence (AI)

The AI/ML initiatives have significantly enhanced
campaign performance and optimization,
covering ~2.17 Cr. customers, enhancing customer
engagement and improving conversions. Our
ML-based propensity to buy campaigns have

significantly contributed to revenue growth,
adding H 1,770 Cr. in incremental gross sales in
the last six months (from August 2024 to February
2025). By leveraging AI-powered insights, we
continue to refine our targeting strategy, ensuring
higher efficiency and impact in future campaigns.

Nippon GPT is making strides in automating
workflows and improving organizational
efficiency, with current adoption spanning across
employees and the sales team. With vernacular
capability, the platform efficiently handles
~120 user queries per day, saving manual effort
equivalent. Additionally, AI-driven solutions have
been successfully implemented for the Equity
Investment Research Team and Fixed Income
Research Team, providing deeper insights and
faster decision-making. With the platform now
fully operational, we are poised to expand its
adoption across the organization for enhanced
productivity and automation.

• Data Digest Series

The Data Digest initiative continues to provide
valuable insights into sectoral, thematic, and
market trends, enabling data-driven decision¬
making. Our monthly mailers deliver detailed
information on new investor activity and
transaction trends, ensuring that stakeholders
remain updated on evolving market dynamics.
The data digest series focused on the theme
"Women and Wealth", providing insights into
the evolving landscape of female investors in
India. This edition highlighted the AAUM Share of
Women Investors and shared the Breakdown of
New Women Investors.

• Infrastructure initiatives

Our IT infrastructure continues to evolve with
SDWAN and Dual Link implementation, now
completed across 169 branches, delivering
99.75% uptime for SDWAN and 99% uptime for
dual link connectivity. As part of our End-User
Infrastructure Refresh Initiative, we have replaced
~810 assets in FY 2024, ensuring enhanced system
performance and security. Furthermore, we have
successfully implemented the Hardware Security
Module (hsm), providing stronger encryption,
decryption, and authentication mechanisms to
reinforce data security and integrity.

• Regulatory Compliance

We successfully launched the Trade Declaration
Compliance Platform (Velox), completing a
PAN India demo and training session for users.
Cybersecurity remains a top priority, with
Vulnerability Assessment and Penetration
Testing (VAPT) system, and cyber audits for H1
2024 completed with NIL observations. AI-driven
analytics have been implemented in the dealing
room, enhancing monitoring and compliance
adherence. Our Extended Detection and Response

(XDR) AV solutions have further strengthened
threat detection and response mechanisms,
ensuring a secure and resilient IT ecosystem.

As part of Regulatory Compliance with SEBI
circulars addressing potential market abuse,
including front-running and fraudulent
transactions, we have implemented advanced
tools for controls and checks.

- The Bloomberg Transaction Cost Analysis
(BTCA) tool provides a fully automated
surveillance workflow for trading activities
across asset classes.

- Real-time streaming data feeds for all symbols
have been integrated using Global Data Feeds
and Dion.

- The ICRA analytics tool has also been deployed
to generate suspicious alerts, ensuring robust
monitoring and compliance.

• Implementation of cloud initiatives

Continuing NAM India''s cloud journeys a few
initiatives on cloud where the infrastructure for
initiatives such as Data Lake, Analytics, new
core applications have been implemented on
the AWS cloud. A cloud first approach has been
implemented to take advantage of the features
that cloud offers. Our digital assets are all moved
from on premises to clouds that has led to
better availability and consistency across digital
channels. Our financial accounting software
has also been moved to a cloud environment,
leading to optimization of costs and availability.
The security profile of the cloud has also
been enhanced.

The Cybersecurity framework has been
strengthened with the rollout of Single Sign-On
(SSO) and Multi-Factor Authentication (MFA)
for SAP, enhancing security for end users. A
continuous VAPT initiative has been launched
to proactively identify and address potential
security vulnerabilities.

• Continued Process Automation across
Organization

Building on the impetus of automation initiated
during last FY, further processes across business
departments have been implemented. Many
processes across operations, digital, sales and
finance have been completed or in progress.
This has provided multiple benefits in terms of
processing times, reduced manual intervention
and resource optimization.

The automation of Disaster Recovery (DR) is
completed. We can switch to DR setup on a single
click, this will reduce the downtime and data
replication timelines resulting in minimizing the
data loss.

DIGITAL ADOPTION AND INNOVATION

Being a future-ready mutual fund business, we at
NIMF have embraced technological innovation
and adapted to changing consumer preferences
to thrive in this era of democratized investing. We
are continuously reshaping traditional financial
services delivery, embracing a new identity as a
forward-thinking Digitech enterprise that unlocks
value for business and reimagines investments for
the modern investor.

NIMF is leveraging several key technological
enablers to accelerate its digital transformation:

• Mobile-First Ethos: NIMF has adopted a mobile-
first approach in designing its digital platforms,
ensuring seamless and user-friendly experiences
for investors. This strategy recognizes the
growing preference for mobile devices, and
hence captive apps, among users and prioritizes
the development of mobile applications
and interfaces.

• Platform-of-choice WhatsApp Integrations:

Recognizing WhatsApp as a preferred platform
for communication and transactions, NIMF
has integrated WhatsApp capabilities into
its framework. This enables investors and
distributors to initiate transactions and access
services effortlessly through the messaging app,
expanding accessibility and convenience.

• Advanced Analytics and AI: NIMF utilizes
advanced analytics and artificial intelligence
to gain insights into investor behavior and
preferences. This allows personalized experiences,
intelligent nudges, and targeted campaigns
tailored to specific audiences, enhancing
engagement and driving business growth.

• Strategic Partnerships with Tech Giants:

Collaborations with tech giants such as Google,
Meta (formerly Facebook), and Adobe provide
NIMF with access to innovative beta products and
best-in-class product suites. These partnerships
enable sharper targeting, real-time analytics,
and geo-localization strategies, enhancing
the effectiveness of digital campaigns and
outreach efforts.

• Digital Engagement Model: NIMF has developed
a comprehensive digital engagement model
inspired by e-commerce practices. This model
focuses on acquisition, onboarding, engagement,
and re-engagement of digital investors,
supported by data-driven insights and strategies
derived from digital behemoths like Google, Meta,
and Adobe.

DRIVING ACCELEARTED GROWTH THROUGH DIGITAL
BUSINESS

Building on the foundation of our robust digital-
first approach, NIMF Digital Business continued its
accelerated growth in FY25 by solidifying digital as a

core engine of our organization with more than 70%
fresh transactions driven by Digital Business Assets
and Integrations. Our commitment to delivering
customer-centric, seamless, and frictionless digital
experiences remains paramount as we continue
to lead the industry''s digital transformation
through innovative and cutting-edge initiatives,
focusing on strategies that directly translate to
measurable growth.

Digital Business now acts as a growth enabler
by amplifying digital engagement, expanding
distribution channels, enhancing operational
efficiency, leveraging data-driven insights, and
empowering distributors. Use of advanced analytics
and AI to create personalized customer journeys
with a mobile-first strategy continue to boost
acquisition and retention across Digital spectrum.
These initiatives solidified NAM''s digital leadership,
delivering exceptional value to customers
and stakeholders.

PIONEERING DIGITAL EXCELLENCE AND INNOVATION

At Nippon, the Digital Business has consistently
been at the forefront of the industry, championing
digital-first strategies. Its ultimate goal is to deliver
a seamless, inclusive, and intelligent investing
experience that drives AUM growth, enhances

investor retention, and fosters digital trust within the
mutual fund ecosystem.

To further enhance digital experiences, key platform
advancements were introduced:

1. Transforming Accessibility in Investing:
Introducing Voice Integration on our NIMF
Investor Android App:

We are delighted to announce a groundbreaking
feature on our Mutual Fund Android App - Voice
Integration - aimed at making investing easier,
inclusive, and empowering for all.

In line with our commitment to innovation and
inclusivity, this feature has been thoughtfully
designed to enable seamless transactions
through voice commands, ensuring that every
investor, including differently abled individuals,
can experience independence and ease in
managing their investments.

• What This Means to Us:

- Empowering Digitally: Voice-based
transactions empower individuals by
enabling them to take control of their
finances without relying on traditional
interfaces, making investing more intuitive
and user-friendly.

- Inclusive and Accessible: We at Nippon are committed to creating solutions that break barriers,
ensuring equal opportunities for all our investors by providing an intuitive, easy-to-use alternative
vis-a-vis traditional navigation.

- Conversational Commerce: We started this journey in 2019 and are not extending it to our other
Digital Assets. Conversational Commerce uses voice to offers a simplified and more engaging
way for users like yourself to learn and take action on their finances.

2. Nippon India Mutual Fund is now a part of
ONDC ecosystem:

NIMF also cemented its fintech leadership with
industry-first innovations. The first-ever Mutual
Fund transaction on ONDC at the Global Fintech
Fest 2024 marked a significant step towards
financial inclusion beyond B30 cities, taking
mutual funds to the heartlands of Bharat. Under
the Business Easy platform, targeted digital
training and adoption initiatives strengthened
partner engagement and operational risk
management. Additionally, multiple co¬
branded fintech collaborations positioned
Index Funds as a key growth driver.

3. Empowering Every Investor: Smarter

WhatsApp Investing with Vernacular Access:

• WhatsApp Vernacular for Investors (Hindi):

Vernacular WhatsApp will help us reach
and connect with regions of India that are
traditionally difficult to access. Additionally, it
makes our services more accessible to non¬
English speakers, ensuring inclusivity and
ease of use for a diverse population.

• WhatsApp (Investor) - Quick & Easy
Onboarding through Digi-Locker KYC

Non-KYC registered investors can now
complete their KYC instantly through our
WhatsApp platform. This seamless process
allows them to onboard themselves quickly
and hassle-free.

• Quick & Simple: Create a folio and Start Your
Investment Journey on WhatsApp (Investor
Distributor)

Investors/Distributors can now create folios
effortlessly through our WhatsApp platform.
They can initiate and complete a Lumpsum
or SIP transaction in just a few minutes.

PLATFORM EXPERIENCE AND ENHANCEMENTS

1. Cart Buying feature on Business Easy App

An e-commerce-like experience allowing
partners to add multiple schemes and initiate
transactions for their investors—Lumpsum
and SIP in a single transaction—boosting
convenience and efficiency. This will streamline
the investment process, reducing friction and
enhancing user engagement.

2. Business Easy 2.0 -iOS parity

A refreshed iOS experience with new features
like a partner dashboard, funds & performance
tracking, and a dedicated SIP corner. The
revamp aims to improve usability, provide
deeper insights, and make investment tracking
more intuitive for partners.

3. Enabling Debit Card Payment Mode for
Lumpsum Transactions

Debit Card payment not only provides an added
layer of flexibility, but also helps investors to
carryout high value online transactions without
the need for online banking credentials or other
complex procedures.

Benefits:

• Attracts investors from Tier 2, Tier 3 cities and
rural areas, where debit cards are common
but net banking or UPI may be underused.

• Supports financial inclusion by allowing non¬
tech-savvy investors to invest effortlessly.

DIGITAL ENGAGEMENT AND USER GROWTH

In our quest to explore new and innovative ways
of engaging with our customers, we launched
campaigns that catalyze engagement, enhance
reach and sustain growth while catering to the

varied needs of the modern-day investor. Utilizing
advanced technologies and creative storytelling,
we drive strategic investor acquisition and retention
campaigns that resonate with our audience. Digital
excellence and effective communication lie at the
heart of our approach, ensuring that our messaging
is relevant and impactful. Through this dual focus
on innovation and connection, we drive meaningful
interactions, nurture lasting relationships and
ultimately propel user growth.

NIMF works on driving digital engagement forward
by harnessing the capabilities of several key
technological and innovative enablers:

• Intelligent Al/ML engagement: Revolutionizing
engagement through the strategic fusion of
Artificial Intelligence and machine learning
capabilities, we are unlocking new frontiers in
personalized and data-driven segmentation
approach. This empowers us to distil complex
investor profiles into distinct segments, facilitating
thedeliveryof tailored comm unications, enhanced
engagement for effective investor outreach.

• Key Focus on Early Adoption: As part of
our ongoing efforts to reach out to the next
generation of investors, we took a series of
strategic initiatives aimed at Gen Z. To effectively
engage this audience, we leveraged AI - Driven
Campaigns and curated content tailored to their
preferences. Our strategy centred on utilizing
formats that resonate with the Next Gen with
Campaigns like #SIPKaSWAG, K-Drama Series
and Employee Generated Content aimed at
maximum impact and engagement.

• Impact Reach driven via Influencers: We

partnered with influencers strategically targeting
the next generation of investors by aligning
with their communication style and learning
preferences. Our focus was on curating a
strategy that resonates with the unique behavior
and insights of the Next Generation. We drew a
seamless integration between mutual funds
and topics like Dating, Travel and Lifestyle which
resonate the most with Gen Z making mutual
funds "fun" via "fun-fluencers".

• Driving Real-Time In-App Engagement:

Through Adobe Target Nudges we significantly
enhanced in-app experiences by delivering
personalized, intelligent and intuitive prompts.
These real-time, contextually relevant nudges
such as Market Movement, SIP Top-Up,
Redemption nudges which optimize user journey,
ensuring a seamless and engaging experience
tailored to individual needs.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned
foreign exchange equivalent to H 25.66 Cr (Previous
Year: H 19.35 Cr). The Company spent foreign
exchange equivalent to H 12.47 Cr (Previous Year:
H 10.46 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Section 134(5) of the Act,
the Directors confirm that -

(i) I n the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and that there are no material
departures;

(ii) The Directors have selected such accounting
policies in consultation with the Statutory
Auditors'' and have applied them consistently
and made judgments and estimates that
were reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit
of the Company for the year under review;

(iii) The Directors have taken proper and sufficient
care to the best of their knowledge and ability
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) The Directors have prepared the annual
accounts of the Company on a ''going
concern'' basis;

(v) The Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered
into/ by the Company during the financial year
under review with related parties were on an arm''s
length basis and in the ordinary course of business.
There were no materially significant related party
transactions which could have potential conflict
with the interest of the Company at large. During
the year, the Company had not entered into any

contract / arrangement / transaction with related
parties which could be considered material in
accordance with the policy of the Company on
materiality of related party transactions.

All Related Party Transactions were placed before
the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the
transactions which were of a repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted were reviewed and statements
giving details of all related party transactions were
placed before the Audit Committee and the Board
of Directors for their review on a quarterly basis. The
policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website
at the following link: https://mf.nipponindiaim.com/
InvestorServices/Pages/Investor-Policies.aspx

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

Your Directors draw attention of the members to
Note No. 28 to the financial statement which sets out
related party disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed
by the Regulators/ Courts which would impact
the going concern status of the Company and its
future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR
ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

The Company, being asset manager to NIMF,
invests in various debt market instruments (non¬
convertible debentures) issued by various issuers.
In order to realize the debenture outstanding''s, the
Company has filed certain applications under the
Insolvency and Bankruptcy Code, 2016. The Mutual
Fund Division of the Company is a respondent party
to an IBC proceeding filed in the matter of Reserve
Bank of India v. Dewan Housing Finance Corporation
Limited pending before the Hon''ble NCLT, Mumbai.
The Portfolio Management Services Division of the
Company has filed:

(a) IBC proceedings against Fortuna Buildcon
India Private Limited in November 2017 before
the Hon''ble NCLT, Bangalore, wherein currently
the resolution plan has been approved by the
Hon''ble NCLT vide order dated 18^th December
2024. IBC (Personal Insolvency) proceedings
were filed in Hon''ble NCLT against the surviving

brother of the key deceased promoter and the
legal heirs of the key deceased promoter. NCLT
dismissed the matter against the legal heirs of
the key deceased promoter against which an
application is filed in Hon''ble NCLAT, Chennai.
The hearings are underway. As regards the
surviving brother, Hon''ble NCLT admitted
the matter vide order dated 30^th July 2024.
The Personal Insolvency process is currently
underway.

(b) Three (3) IBC proceedings against three (3)
Biodiversity Conservation India Private Limited
group companies (BCIL Zed Ria Properties
Private Limited, BCIL Red Earth Developers India
Pvt. Ltd. and Biodiversity Conservation India
Private Limited) were filed in December 2017
before the Hon''ble NCLT, Bangalore. The NCLT
approved resolution plans in BCIL Zed Ria
Properties Private Limited and in BCIL Red Earth
Developers India Pvt. Ltd., which are currently
under implementation while Biodiversity
Conservation India Private Limited is currently
under liquidation. The Company is also a
respondent to two (2) appeals in BCIL Red Earth
Developers India Private Limited and in three
(3) appeals in BCIL Zed Ria Properties Private
Limited, before Hon''ble NCLAT, Chennai, which
have been filed challenging the approved
resolution plans.

(c) IBC proceedings have been filed against the
promoters of Biodiversity Conservation India
Private Limited in November 2020 before Hon''ble
NCLT, Bangalore which are currently at a pre¬
admission stage.

(d) IBC proceeding filed against Green Valley
Shelters Private Limited in December 2019,
before Hon''ble NCLT, Chennai, was admitted in
August 2021, however the proceedings were
temporarily stayed under an order of the
Supreme Court. The Supreme Court has
dismissed the matter in February 2025 and
the Corporate Insolvency Resolution Process
("CIRP") is underway. The Committee of
Creditors ("COC") has approved a Resolution
Plan submitted by the Resolution Applicant in
March 2025. The Resolution Professional has
filed the approved Resolution Plan with Hon''ble
NCLT, Chennai for final approval and hearings
are underway.

(e) An IBC proceeding filed against the promoters
of Green Valley Shelters Private Limited in
October 2020 before the Hon''ble NCLT, Chennai
is at the pre-admission stage and hearings
are underway.

(f) An IBC proceeding was filed against Arkie Atelier
Design India Private Limited, being the corporate
guarantor for the debentures issued by Green
Valley Shelters Private Limited in November
2021. NCLT passed and ex-parte order which

was challenged in the Hon''ble NCLAT, Chennai.
The hearings are underway.

OTHER DISCLOSURES

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

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

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

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

• There is no loan taken by the Company hence
disclosure with respect to one-time settlement
entered into with any Bank or financial institutions
does not arise.

• There was no instances of deviation(s) /
variation(s) in utilisation of IPO proceeds.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

As on March 31, 2025, your Company had 1,104
employees and for the previous year, your Company
had 1,004 employees. Disclosures relating to the
remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, also
form part of this Report. However, having regard to
the provisions of Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being
sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining
the said information may write to the Company
Secretary and upon such request the information
shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

Your Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee ("ICC") has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this Policy. Following is a summary of sexual
harassment complaints received and disposed off
during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of Listing Regulations,
top 1000 listed entities by market capitalisation
have to publish a Business Responsibility and
Sustainability Report ("BRSR"). BRSR for the year
under review as stipulated under Listing Regulations
is presented in a separate section forming part
of this Annual Report. Further, the Company is
in the process of obtaining report on assurance
of the BRSR Core, consisting of a set of Key
Performance Indicators (KPIs) / metrics under nine
(9) Environmental, Social & Governance attributes
for the financial year ended March 31, 2025 by
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
the Statutory Auditors of your Company and will be
forming part of this Annual Report.

AWARDS AND RECOGNITIONS

FY''25 has been a year of some key recognitions and
accolades coming the Company''s way. NAM India
has been recognised across various parameters
of Employee Experience, Engagement and superior
culture by W.E. Global Employees'' Choice award
which is different from all other awards as it is based
on the multigenerational model that gives you the
engagement and experience feedback of Gen Z,
Millennials, Gen X and Baby boomers. These awards
are conferred purely basis the objective feedback
provided by its employees, in the survey.

NAM India is among the companies across all
the sectors who participated and proudly shares
this elite platform with some of the other reputed
organizations in the country. It is indeed a moment
of pride that your organization has scaled yet
another summit and reaffirmed its place as
the #EmployerOfChoice having won across
most categories.

Your Company has won across below categories:

Company Awards	Leadership Awards
Global Employees'' Choice Award
Diversity & Inclusion Award	Best CEO Award 2024
Company with Best State of Well¬ Being	Sundeep Sikka
Best Company for Gen Z
Best Company for Gen Y	Best chro Award 2024 Rajesh Derhgawen
Company with Best Managers

Nippon India Corporate Bond was awarded the 2024
Morningstar''s Best Corporate Bond Fund highlighting
our process and fund management robustness.

We have also bagged award in the category of
Innovative Practice for our digital Platforms - Investor
Portfolio Dashboard & Business Easy Digital Suite.

Additionally, this year was phenomenal where
we have won multiple awards by our Information
technology team where Abhinav Pandey won
amongst the Top 5 AI Disruptors - Individual
Category by ET Now for "Nippon GPT: Revolutionizing

Employee Productivity and Customer Experiences
with Generative A I." (Sep 2024) Anuja Kalekar:
Awarded by ET Now for "NAMI Data Genie: The Data
Intelligence Marvel Unlocking Business Prowess".
(Sep 2024). Nippon Life India Asset Management:
Awarded by ET Now for "Integrating AI with Key
Functions" (Sep 2024). Abhijit Shah: CTO 100 Awards
For "Business Innovators with Cloud and Generative
AI, Nippon GPT & Data Genie" (Sep 2024)Nippon Life
India Asset Management: Awarded by ET Now for
Smart Data Applications & Software (June 2024).
Nippon Life India Asset Management: Awarded by ET
Now for Modern Data Architecture & Infrastructure
(June 2024).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere
appreciation for the co-operation received from
various regulatory and governmental authorities
including SEBI, RBI, Registrar of Companies,
Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO,

CMPFO, Stock Exchanges, Depositories, Custodians,
Bankers, Registrar and Share Transfer Agent
Shareholders, Investors, and all other business
constituents during the year under review. We
believe all of them have contributed to our
continued growth.

Your Directors also wish to place on record their deep
appreciation for the total commitment displayed by
all the executives, officers and staff, resulting in yet
another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Parekh Sundeep Sikka

Independent Executive Director &

Director Chief Executive Officer

(DIN: 06559989) (DIN: 02553654)

Place: Mumbai
Date: April 28, 2025

---

Mar 31, 2025

Your Directors take pleasure in presenting their 30^th Annual Report on the business and operations of your
Company, together with the audited financial statements, for the year ended March 31, 2025.

Your Company endeavours to remain one of the leading players in the Asset Management business in
India and keep exploring opportunities for enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI is one of the largest
life insurers in the world managing assets of over USD 580 billion. It has a large global network with presence
across US, Europe, Asia, and Australia along with over 130-year track record in Life Insurance business as
well as global investments across Asset Management companies. This pedigree brings strong synergistic
benefits that very well complements your Company''s domestic expertise in the Asset Management
business and provides a thrust to its significant growth potential. Your Company expects substantial upside
in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s
global positioning & relationships.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the Indian Accounting Standards ("IND AS") notified under
Section 133 of the Companies Act, 2013 ("the Act") [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis)
of the Company for the year ended March 31, 2025 are as follows:

	Consolidated		Standalone
Description	Year ended March 31, 2025	Yearended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Gross Income	2520.72	2037.34	2348.28	1877.08
Profit before exceptional item and tax	1694.32	1352.48	1654.67	1294.48
Exceptional Items	-	-	-	-
Profit Before tax	1694.32	1352.48	1654.67	1294.48
Current Tax	377.54	227.66	365.84	228.55
Deferred Tax	31.05	18.57	36.60	18.70
Profit for the year	1285.73	1106.25	1252.23	1047.23
Share of Profit from Associates	0.66	1.07	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(4.82)	(1.26)	(4.51)	(1.18)
Balance carried to Balance Sheet	1281.57	1106.06	1247.72	1046.05
Basic EPS of H 10 each	20.34	17.71	19.79	16.75
Diluted EPS of H 10 each	20.03	17.53	19.49	16.58

The Consolidated Financial Statements of the Company forms part of this Annual Report.

OPERATION HIGHLIGHTS

As you are aware that your Company acts as the asset manager to Nippon India Mutual Fund ("NIMF"), which
is one of the largest Mutual Funds in India, in terms of the Quarterly Average Assets under Management
("QAAUM") as on March 31, 2025.

The QAAUM of NIMF as on March 31, 2025 was H 5,57,199 crore comprising of H 2,77,377 crore of Equity,
H 83,397 crore of Debt, H 42,571 crore of Liquid Funds and H 1,53,854 crore of ETF assets. It may be noted that
the QAAUM of NIMF as on March 31, 2024 was H 4,31,308 crore comprising of H 2,12,252 crore of Equity, H 68,135
crore of Debt, H 39,379 crore of Liquid Funds and H 1,11,542 crore of ETF assets.

Overall QAAUM of NIMF has increased by 29.2% during the financial year 2024-25, while the Indian Mutual
Fund Industry witnessed an overall positive growth of 24.6% in terms of QAAUM (Source: AMFI).

New Schemes Launched:

During the year under review, Nippon India Mutual Fund launched the following new schemes:

Name of Scheme	Type	Structure
Nippon India Active Momentum Fund	Open	Equity
Nippon India Nifty 500 Momentum 50 Index Fund	Open	Other - Index Funds
Nippon India Nifty 500 Equal Weight Index Fund	Open	Other - Index Funds
Nippon India Nifty Auto Index Fund	Open	Other - Index Funds
Nippon India Nifty Realty Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Dec 2026 Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Jan 2028 Index Fund	Open	Other - Index Funds

As on March 31, 2025, NIMF has a well-rounded portfolio of 105 schemes under various categories such as
Equity, Debt, Hybrid, Exchange Traded Fund, Fixed Maturity Plans and Interval Funds.

DETAILSOF MATERIAL CHANGESANDCOMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE FINANCIAL YEAR END AND
THE DATE OF THIS REPORT

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year 2024-25 and the date of
this Report.

DIVIDEND

During the year, the Company had declared and
paid an interim dividend of g 8.00 per equity share of
g 10/- each amounting to g 506.58 Crore. The Board
has also recommended a final dividend of g 10.00 per
equity share of g 10/- each for the financial year ended
March 31, 2025, for the approval of the Shareholders
at the ensuing Annual General Meeting ("AGM").
With this the total dividend for the financial year
2024-25 would be approximately g 1141 Crores,
including the interim dividend of g 8.00 per equity
share distributed in November 2024. The Final
dividend, if declared, will be paid on and from July
21, 2025.

The dividend pay-out is in accordance with the
Company''s Dividend Distribution Policy which
is placed on the Company''s website at https://
mf.nipponindiaim.com/lnvestorServices/Pages/
Investor-Policies.aspx.

AMOUNT TO BE CARRIED TO RESERVES

There is no amount proposed to be transferred to
the reserves. For complete details on movement
in Reserves and Surplus during the financial year
ended March 31, 2025, please refer to the Statement
of Changes in Equity included in the Financial
Statements of the Company forming part of this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for
the year under review as stipulated under SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is presented
in a separate section forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements
of the Company forming part of this Annual Report.

DEPOSITS

During the year, your Company has not accepted
any deposits within the meaning of Sections 73 and
74 of the Act read together with the Companies
(Acceptance of Deposits) Rules, 2014. Further,
there are no outstanding or unclaimed deposits,
unclaimed / unpaid interest, refunds due to the
deposit holders or to be deposited to the Investor
Education and Protection Fund as on March 31, 2025.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of
employee ownership and to attract, retain, motivate
and incentivize senior as well as critical talent, the
Company has formulated the following Employee
Stock Option Plan(s) / Scheme(s):

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2017 ("NAM INDIA
ESOP 2017") as its stock option scheme, which was
launched in August 2017.

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2019 ("NAM INDIA
ESOP 2019") as its stock option scheme, which was
launched in July 2019.

• Nippon Life India Asset Management Limited

- Employee Stock Option Scheme 2023 ("NAM
INDIA ESOP 2023") as a stock option scheme and
Nippon Life India Asset Management Limited

- Performance Linked Stock Unit Scheme 2023
("NAM INDIA PSU 2023") as a stock unit scheme,
which were launched in October 2023.

During the year, there has been no material variation
in the terms of aforesaid Plans and Schemes and
the same are in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB

& SE Regulations"). No employee was issued stock
option/unit, during the year equal to or exceeding
1% of the issued capital of the Company at the time
of grant.

The certificate from the Secretarial Auditors of the
Company confirming the compliance of the SBEB &
SE Regulations with respect to the aforesaid Plans
and Schemes of the Company will be available for
inspection through electronic mode. Any member
interested in obtaining the same may write to the
Company Secretary. The details as required to be
disclosed under SBEB & SE Regulations are placed on
the Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/ESOP-Disclosure.aspx

CAPITAL STRUCTURE

During the Financial year 2024-25, the Company
issued and allotted 47,03,902 Equity Shares to
eligible employees on exercise of options granted
under the Employee Stock Option Plan(s) of the
Company. Hence, the issued, subscribed, and paid-
up capital of the Company was 63,47,02,632 Equity
Shares of H 10 each as on March 31, 2025.

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

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

b) sweat equity shares.

The Equity History of the Company has been
provided in the Corporate Governance Report.

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company maintains a strong focus on
Compliance and Risk Management as these are
essential elements for its long-term success. The
compliance and risk functions are managed by a
dedicated and experienced team of professionals.
The management has a zero tolerance towards risk
and compliance failures or breaches.

There exists a comprehensive Compliance Manual,
which is reviewed by your Board of Directors from
time to time and it facilitates the Company''s
Compliance team to monitor various compliance
requirements effectively & comprehensively. Your
Board of Directors have also constituted a Risk and
Compliance Committee, which is chaired by the ED &
CEO and which has the Chief Legal and Compliance
Officer, and other senior & relevant functionaries
as its members. This Committee meets at least
once in a quarter to discuss and deliberate issues
pertaining to compliance and other regulatory
developments. The Compliance team regularly
conducts educative training programs for various
segments within the organization.

Your Company also has a comprehensive Risk
Management Policy that envisages a structured
and consistent enterprise-wide risk management

framework, based on the three lines of defence
model, to ensure that risk management processes
are consistently applied across the organization
and provide reasonable assurance regarding
achievement of organization''s objectives.

The Risk Management Policy clearly sets out the
objectives & elements of risk management within
the organization, including the constitution of an
independent Risk Management department headed
by the Chief Risk Officer (reporting directly to the ED
& CEO), Risk Management Committees at executive
and Board levels. The policy also defines the roles
and responsibility of all the CXOs towards risk
management as part of first line of defence model.

Your Company promotes risk awareness culture
throughout the organization and risk management
is an integral part of decision making and day-to¬
day operations of all activities at all levels across
the organization. There are well documented and
Board approved policies and processes to address
and mitigate various risks to which the Company is
exposed. The Company also has a robust business
continuity plan which is tested on a periodic
basis to ensure uninterrupted operations. The Risk
department conducts various training programs on
various facets of risk management including cyber
risk awareness, conduct risk, operational risk, anti
money laundering etc.

The Company has a structured risk reporting
mechanism to ensure risks are monitored
and reviewed by the Chief Risk Officer, Senior
Management, Risk Management Committee and
Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has an Internal Control System
which is commensurate with the size, scale and
complexity of its business operations.

For effective risk management and control,
the Company has established structures and
responsibilities in line with the "Three Lines of
Defense" model, where 1^st line being business
operations, 2^nd line is the oversight functions like Risk
Management and Compliance and 3^rd line is Internal
Audit. To maintain its objectivity and independence,
the Internal Audit department reports to the
Audit Committee of the Board. The Internal Audit
department monitors and evaluates the efficacy
and adequacy of the internal control system in the
Company, its compliance with operating systems,
accounting procedures and policies. Based on
the report of the Internal Auditor, process owners
undertake corrective action in their respective
areas and thereby strengthen the controls. The
Internal Audit department follows up on pending
audit issues and ensures that corrective actions
have been taken. Significant audit observations, if
any, and corrective actions thereon, are presented
to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s
commitment to the highest standards of corporate
governance to enhance trust of all its stakeholders.
Strong & robust corporate governance practices
have facilitated your Company in standing up to
the continued scrutiny of domestic & international
investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule
V of the Listing Regulations is presented in a separate
section forming part of this Report.

A certificate from the Statutory Auditors of the
Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, conforming compliance to the
conditions of Corporate Governance as stipulated
under Para E of Schedule V of the Listing Regulations,
is enclosed with Corporate Governance Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and Listing
Regulations, the Company has formulated a Vigil
Mechanism to address the genuine concerns, if any.
The Whistle Blower policy can be accessed on the
Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/Investor-Policies.aspx.
It is affirmed that no person has been denied access
to the Chairperson of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social
Responsibility ("CSR"), your Company has
undertaken projects in the areas of promoting
healthcare, education, and rural development in
accordance with Schedule VII to the Act.

The Annual Report on CSR activities along with the
executive summary for Impact Assessment Reports
of the applicable projects, in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, is annexed herewith as
Annexure A and the complete Impact Assessment
Reports of the applicable projects are available on
the Company''s website at https://mf.nipponindiaim.
com/csr/.

SUBSIDIARIES & ASSOCIATE COMPANY

As on March 31, 2025, your Company had two (2)
subsidiaries. One of such subsidiaries is in overseas
i.e., in Singapore and other one is in India. Both
the subsidiaries of the Company are engaged in
financial services and related activities. In addition,
your Company also has an associate company in
India, which has already surrendered its business
license/ regulatory approval to act as a Pension
Fund Manager. This particular Company currently
has no business operations, and it is therefore
proposed to be wound up, in accordance with the
applicable laws.

A statement w.r.t. the performance and the financial
position of the subsidiary companies is presented in
the Management Discussions and Analysis Report
forming part of this Annual Report. The policy for
determining material subsidiary companies may
be accessed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx

The annual accounts of the subsidiary companies
is placed on the website of the Company. Pursuant
to Section 129(3) of the Act, a statement containing
salient features of the financial statements of
the subsidiary and associate companies in
the prescribed Form AOC-1 forms part of this
Annual Report.

Except for the above subsidiaries, your Company
does not have any other subsidiary or an associate
company or a joint venture during the year
under review.

KEY MANAGERIAL PERSONNEL

During the year under review, the following
employees were the ''Key Managerial Personnel'' of
the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief
Executive Officer ("ED & CEO");

b) Mr. Ajay Patel - Manager;

c) Mr. Valde Varghese - Company Secretary &
Compliance Officer*;

d) Mr. Parag Joglekar - Chief Financial Officer**;

e) Ms. Nilufer Shekhawat - Company Secretary &
Compliance Officer #; and

f) Mr. Amol Bilagi - Interim Chief Financial Officer@;

*appointed as the Company Secretary & Compliance Officer
w.e.f. July 1, 2024

**appointed as the Chief Financial Officer w.e.f. September 19,
2024

#ceased as the Company Secretary & Compliance Officer
w.e.f. June 3, 2024

@ceased as the Interim Chief Financial Officer w.e.f. September
19, 2024

DIRECTORS

In accordance with the provisions of Section 152
of the Act read with the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and
the Articles of Association of the Company,
Mr. Hiroki Yamauchi (DIN: 08813007), Non-Executive
(Nominee) Director, is liable to retire by rotation at
the upcoming AGM of the Company scheduled to be
held on July 18, 2025, and being eligible has offered
himself for re-appointment. Necessary proposal for
his re-appointment will be placed for your approval
at the upcoming AGM. The brief resume and other
related information have been detailed in the Notice
convening the AGM of the Company. The Board of
Directors recommends his re-appointment as Non¬
Executive Director of the Company.

During the year, Ms. Ameeta Chatterjee
(DIN: 03010772), ceased to be an Independent
Director of the Company w.e.f. close of business
hours on March 23, 2025 upon completion of her
second term as an Independent Director of the
Company. The Board of Directors of the Company
placed on record its sincere appreciation for the
valuable contribution and guidance provided by
Ms. Chatterjee during her association with the
Company as an Independent Director. The Board
of Directors of the Company at its meeting held
on March 12, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mrs. Sonu Bhasin
(DIN: 02872234) as an Additional Director, designated
as an Independent Director w.e.f. March 23, 2025.
Further, as required under Regulation 17(1C) of the
Listing Regulations, the Company had on April 24,
2025, obtained approval of the shareholders of the
Company through Postal Ballot for appointment of
Mrs. Sonu Bhasin as an Independent Director of the
Company for a term of five (5) consecutive years,
w.e.f. March 23, 2025.

Pursuant to the provisions of Sections 149 and 152 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualifications of Directors) Rules,
2014, along with Schedule IV of the Act and Listing
Regulations, Mr. Ashvin Parekh (DIN: 06559989)
was appointed as an Independent Director of the
Company for a term of five (5) consecutive years
w.e.f. August 1, 2020 to July 31, 2025, (''first term/
current term'') by the shareholders of the Company
on March 17, 2021, vide Postal Ballot. Thus, the current
term of Mr. Parekh as an Independent Director of the
Company will be ending on July 31, 2025.

Considering his knowledge, skills, background,
experience and contributions made over the years
as an Independent Director of the Company and
on the basis of his performance evaluation, the
Board believes that his continued association as an
Independent Director would be of immense benefit
to the Company. Accordingly, the Board of Directors
of the Company, based on the recommendation
of the Nomination and Remuneration Committee
has re-appointed Mr. Parekh as an Independent
Director of the Company for a second term of five
(5) consecutive years commencing from August
1, 2025 to July 31, 2030, subject to the approval of
the shareholders of the Company, through special
resolution at the ensuing AGM. In compliance with
the provisions of Regulation 17(1 A) of the Listing
Regulations, the approval of the shareholders of the
Company by special resolution is also sought for
re-appointing Mr. Parekh, who would be attaining
the age of 75 years during his second term of
appointment as an Independent Director. The
resolution for aforesaid re-appointment along
with the brief profile and other related information
of Mr. Ashvin Parekh form part of the Notice
convening the AGM of the Company. The Board of

Directors recommends his re-appointment as an
Independent Director of the Company.

Post the year under review, Mr. Tomohiro Yao
ceased to be a Non-Executive (Nominee) Director
of the Company w.e.f. April 28, 2025, on account of
resignation due to change in management team of
NLI. The Board of Directors of the Company placed
on record its sincere appreciation for the valuable
contribution and guidance provided by Mr. Tomohiro
Yao during his association with the Company as a
Non-Executive Director.

The Board of Directors of the Company at its meeting
held on April 28, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mr. Kosuke Kuroishi
(DIN: 11069118) as an Additional (Non-Executive)
Director of the Company (Nominee of NLI, Promoter
of the Company) w.e.f. April 28, 2025 to hold office
up to the date of the ensuing AGM of the Company,
and thereafter, subject to the approval of the
shareholders of the Company, as a Non-Executive
(Nominee) Director of the Company, liable to retire
by rotation. The resolution for aforesaid appointment
along with the brief profile and other related
information of Mr. Kosuke Kuroishi form part of the
Notice convening the AGM of the Company. The
Board of Directors recommends his appointment as
a Non-Executive (Nominee) Director of the Company.

All the Independent Directors of your Company i.e.,
Mr. Upendra Kumar Sinha, General Ved Prakash
Malik (Retd.), Mrs. Sonu Bhasin, Mr. Ashvin Parekh
and Mr. B. Sriram have already furnished the
required declarations that they meet the criteria of
independence as laid down under Section 149(6) of
the Act and Listing Regulations.

In terms of Section 150 of the Act read with Rule 6(3)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, all Independent Directors
of the Company have confirmed that they
have registered themselves with the databank
maintained by the Indian Institute of Corporate
Affairs, Manesar ("IICA"). Further, in terms of Rule 6(4)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, one (1) Independent Director
has passed the Online Proficiency Self-Assessment
test conducted by IICA and the other four (4)
Independent Directors were not required to appear
for the said test as required by IICA as they fulfil the
exemption criteria stipulated under Rule 6(4) of the
Companies (Appointment and Qualifications of
Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite expertise,
experience & proficiency and are people of high
integrity and repute. They fulfil the conditions
specified in the Act and the Rules made thereunder
and Listing Regulations and are independent of
the management.

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

PERFORMANCE EVALUATION OF DIRECTORS, BOARD
AND COMMITTEES

Your Company has devised a policy for the
performance evaluation of the individual directors,
Board and its Committees, which also includes
the criteria for carrying out the said performance
evaluation. Pursuant to the provisions of the Act
and Regulation 17(10) of Listing Regulations and as
prescribed in the stated policy of the Board, the Board
has carried out an annual performance evaluation
of (i) its Chairperson (ii) the Directors (independent
and non-independent); (iii) itself (as a whole); and
(iv) its committees. The Board performance was
evaluated based on inputs received from the Board
members after considering criteria such as Board
composition and structure, effectiveness of Board
/ Committee processes, and information provided
to the Board, etc. In terms of the requirements of
the Act and Listing Regulations, a separate meeting
of the Independent Directors was also held during
the year.

BOARD AND COMMITTEE MEETINGS

During the year ten (10) Board meetings were held,
which includes two (2) joint Board Meetings between
the Board of the Company ("AMC") with the Board
of the Trustees as stipulated in SEBI Master Circular
no. SEBI/ho/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

Your Directors wish to inform that the functioning of
the Board is supplemented by various committees
(Board committees and management committees),
which have been constituted from time to time, such
as Audit Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee, Risk
Management Committee, Unit Holder Protection
Committee, IT Strategy Committee, Valuation
Committee, Investment Committee, Risk and
Compliance Committee, Allotment Committee,
Broker Empanelment Committee, Operating
Committee, Stewardship Committee, Proxy Voting
Committee, Technology Committee, etc. to name
a few. Each of the aforesaid Committees has been
constituted in order to ensure due compliance with
the applicable laws and to ensure that the highest
levels of corporate governance are followed and
practiced. The minutes of the meetings of each of
these Committees are duly placed before the Board
of Directors for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the
Act, Regulation 18 of the Listing Regulations and
Paragraph 6.1.2 of the SEBI Master Circular no. SEBI/
HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated June 27,

2024, the Audit Committee of the Company consists
of seven (7) members including a majority of
Independent Directors. As on date of this report, it
comprises of five (5) Non - Executive Independent
Directors of the Company viz. Mr. Ashvin Parekh
[Chairperson], Mrs. Sonu Bhasin, General Ved Prakash
Malik (Retd.), Mr. B. Sriram, Mr. Upendra Kumar Sinha
and two (2) Non - Executive Non-Independent
Directors of the Company viz. Mr. Minoru Kimura and
Mr. Kosuke Kuroishi as its members.

During the year, nine (9) meetings of the Audit
Committee were held, which includes one (1) joint
Audit Committee meeting between the Audit
Committee of the AMC and the Audit Committee of
the Trustees and one (l) meeting to interact with the
Statutory and Internal Auditors of the Mutual Fund
Schemes without the engagement of management
of the AMC as stipulated in SEBI Master Circular
No. SEBI/HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

There have been no instances where the Board
has not accepted any recommendation of any
Committee of the Board which is mandatorily
required, during the financial year.

Other relevant details in this regard have been
provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 19 of the Listing Regulations, the
Nomination and Remuneration Committee of the
Company consists of seven (7) members including
a majority of Independent Directors. As on date of
this report, it comprises of seven (7) Directors out
of which five (5) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.)
[Chairperson], Mrs. Sonu Bhasin, Mr. Ashvin Parekh,
Mr. B. Sriram, Mr. Upendra Kumar Sinha and two
(2) Non - Executive Non-Independent Directors of
the Company viz. Mr. Minoru Kimura and Mr. Hiroki
Yamauchi as its members.

During the year, three (3) meetings of the Nomination
and Remuneration Committee were held. Other
relevant details in this regard have been provided in
the Corporate Governance Report.

In terms of the requirements under the Act and SEBI
Listing Regulations, your Company has in place a
policy w.r.t. thedirector''s appointment, remuneration,
criteria for determining qualifications, attributes,
independence of a director. The remuneration
paid to the Directors, Key Managerial Personnel
and Senior Management is as per the Nomination
and Remuneration Policy of the Company. The
Nomination and Remuneration Policy has been
provided as Annexure B to the Board''s Report and
is also placed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the
Act, the Corporate Social Responsibility ("CSR")
Committee of the Company consists of five (5)
members. As on date of this report, it comprises of five
(5) Directors out of which two (2) are Non - Executive
Non-Independent Directors of the Company viz.
Mr. Hiroki Yamauchi [Chairperson], and Mr. Kosuke
Kuroishi, two (2) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.) and
Mrs. Sonu Bhasin and one (1) Executive Director viz.
Mr. Sundeep Sikka as its members.

During the year, four (4) meetings of the CSR
Committee were held. Other relevant details in
this regard have been provided in the Corporate
Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations,
the Stakeholders'' Relationship Committee of
the Company consists of three (3) members. As
on date of this report, it comprises of three (3)
Directors of the Company out of which one (1) is
Non - Executive Independent Director viz. Mrs. Sonu
Bhasin [Chairperson], one (1) is Non - Executive
Non-Independent Director viz. Mr. Hiroki Yamauchi
and one (1) Executive Director of the Company viz.
Mr. Sundeep Sikka as its members.

During the year, two (2) meetings of the Stakeholders''
Relationship Committee were held. Other relevant
details in this regard have been provided in the
Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the
Listing Regulations and Mutual Fund Regulations,
the Company has constituted a Risk Management
Committee of the Board which consists of seven (7)
members. As on date of this report, it comprises of
six (6) Directors of the Company out of which two (2)
are Non-Executive Non-Independent Directors viz.
Mr. Hiroki Yamauchi [Chairperson] and Mr. Kosuke
Kuroishi, three (3) are Non-Executive Independent
Directors viz. Mr. Ashvin Parekh, Mr. Upendra Kumar
Sinha and Mr. B. Sriram, one (1) is Executive Director
viz. Mr. Sundeep Sikka and the Chief Risk Officer of
the Company viz. Mr. Rishi Garg as its members.

During the year, four (4) meetings of the Risk
Management Committee of the Board were held.
Other relevant details in this regard have been
provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND
INTERNAL

Statutory Auditors:

In terms of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
(ICAI FRN: 101248W/W-100022) were re-appointed as
the Statutory Auditors of your Company for a period
of 5 continuous years i.e. from the conclusion of
28^th AGM till the conclusion of 33^rd AGM of
the Company.

The Auditor''s Report on the financial statements
of the Company for the financial year ended
March 31, 2025 forms part of this Annual Report.
The observations and comments given by the
Statutory Auditors in their report read together with
notes on financial statements are self-explanatory
and hence does not require any further comments
in terms of Section 134 of the Act.

In terms of Section 143(12) of the Act, the said
Auditors of the Company have not reported any
instance of fraud having taken place during the
year under review.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as the Internal Auditors of your Company
for the financial year 2024-25.

AUDITORS OF THE SCHEMES OF NIPPON INDIA
MUTUAL FUND - STATUTORY AND INTERNAL

In accordance with the applicable provisions of law,
the Company has appointed Statutory and Internal
Auditors for various Schemes of Nippon India
Mutual Fund, who periodically submit their reports,
which are placed before the Audit Committee
for discussion, review and implementation of
their recommendations.

Statutory Auditors :

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants were appointed as Statutory Auditors
of the Schemes of Nippon India Mutual Fund for the
financial year 2024-25.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as Internal Auditors of the Schemes
of Nippon India Mutual Fund and the Portfolio
Management Services division of the Company, for
the financial year 2024-25.

SECRETARIAL STANDARDS

During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
your Directors had appointed M/s. M. Siroya and
Company, Company Secretaries to undertake the
Secretarial Audit of the Company for the financial

year 2024-25. In this regard, the Report submitted
by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform you that the
report from the Secretarial Auditors does not contain
any qualifications or reservation or other adverse
remarks. In terms of Section 143(12) of the Act, the
said Auditors of the Company have not reported
any instance of fraud having taken place during the
year under review.

Further, in terms of amended provisions of
Regulation 24A of the Listing Regulations, the Board
has appointed and recommended appointment of
M/s. Siroya and BA Associates, Practicing Company
Secretaries as Secretarial Auditors of the Company
for a term of five (5) consecutive financial years
commencing from April 1, 2025 till March 31, 2030.
The appointment will be subject to shareholder''s
approval at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company has been
placed on the website of the Company and can
be accessed at https://mf.nipponindiaim.com/
AboutUs/FinancialReports/Pages/Annual-Return.
aspx.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The operations of the Company do not consume
high levels of energy. Adequate measures have been
taken to conserve energy wherever feasible. Your
Company uses the latest technology and energy -
efficient equipments. Your Company only uses LED
lights and 5-star air-conditioning for majority of
offices. As energy cost forms a very small part of the
total costs, the impact on cost is not material.

Technology Absorption, Adaptation and
Innovation:

At Nippon India Mutual Fund ("NIMF"), our
commitment to a robust digital-first approach is
paramount and it is evident in our customer-centric,
seamless, and frictionless digital experiences. We
continue to lead the industry''s digital transformation
through innovative and cutting-edge initiatives.
Here is an overview of some key, needle-moving
initiatives delivered in the year gone by:

• Focus on Artificial Intelligence (AI)

The AI/ML initiatives have significantly enhanced
campaign performance and optimization,
covering ~2.17 Cr. customers, enhancing customer
engagement and improving conversions. Our
ML-based propensity to buy campaigns have

significantly contributed to revenue growth,
adding H 1,770 Cr. in incremental gross sales in
the last six months (from August 2024 to February
2025). By leveraging AI-powered insights, we
continue to refine our targeting strategy, ensuring
higher efficiency and impact in future campaigns.

Nippon GPT is making strides in automating
workflows and improving organizational
efficiency, with current adoption spanning across
employees and the sales team. With vernacular
capability, the platform efficiently handles
~120 user queries per day, saving manual effort
equivalent. Additionally, AI-driven solutions have
been successfully implemented for the Equity
Investment Research Team and Fixed Income
Research Team, providing deeper insights and
faster decision-making. With the platform now
fully operational, we are poised to expand its
adoption across the organization for enhanced
productivity and automation.

• Data Digest Series

The Data Digest initiative continues to provide
valuable insights into sectoral, thematic, and
market trends, enabling data-driven decision¬
making. Our monthly mailers deliver detailed
information on new investor activity and
transaction trends, ensuring that stakeholders
remain updated on evolving market dynamics.
The data digest series focused on the theme
"Women and Wealth", providing insights into
the evolving landscape of female investors in
India. This edition highlighted the AAUM Share of
Women Investors and shared the Breakdown of
New Women Investors.

• Infrastructure initiatives

Our IT infrastructure continues to evolve with
SDWAN and Dual Link implementation, now
completed across 169 branches, delivering
99.75% uptime for SDWAN and 99% uptime for
dual link connectivity. As part of our End-User
Infrastructure Refresh Initiative, we have replaced
~810 assets in FY 2024, ensuring enhanced system
performance and security. Furthermore, we have
successfully implemented the Hardware Security
Module (hsm), providing stronger encryption,
decryption, and authentication mechanisms to
reinforce data security and integrity.

• Regulatory Compliance

We successfully launched the Trade Declaration
Compliance Platform (Velox), completing a
PAN India demo and training session for users.
Cybersecurity remains a top priority, with
Vulnerability Assessment and Penetration
Testing (VAPT) system, and cyber audits for H1
2024 completed with NIL observations. AI-driven
analytics have been implemented in the dealing
room, enhancing monitoring and compliance
adherence. Our Extended Detection and Response

(XDR) AV solutions have further strengthened
threat detection and response mechanisms,
ensuring a secure and resilient IT ecosystem.

As part of Regulatory Compliance with SEBI
circulars addressing potential market abuse,
including front-running and fraudulent
transactions, we have implemented advanced
tools for controls and checks.

- The Bloomberg Transaction Cost Analysis
(BTCA) tool provides a fully automated
surveillance workflow for trading activities
across asset classes.

- Real-time streaming data feeds for all symbols
have been integrated using Global Data Feeds
and Dion.

- The ICRA analytics tool has also been deployed
to generate suspicious alerts, ensuring robust
monitoring and compliance.

• Implementation of cloud initiatives

Continuing NAM India''s cloud journeys a few
initiatives on cloud where the infrastructure for
initiatives such as Data Lake, Analytics, new
core applications have been implemented on
the AWS cloud. A cloud first approach has been
implemented to take advantage of the features
that cloud offers. Our digital assets are all moved
from on premises to clouds that has led to
better availability and consistency across digital
channels. Our financial accounting software
has also been moved to a cloud environment,
leading to optimization of costs and availability.
The security profile of the cloud has also
been enhanced.

The Cybersecurity framework has been
strengthened with the rollout of Single Sign-On
(SSO) and Multi-Factor Authentication (MFA)
for SAP, enhancing security for end users. A
continuous VAPT initiative has been launched
to proactively identify and address potential
security vulnerabilities.

• Continued Process Automation across
Organization

Building on the impetus of automation initiated
during last FY, further processes across business
departments have been implemented. Many
processes across operations, digital, sales and
finance have been completed or in progress.
This has provided multiple benefits in terms of
processing times, reduced manual intervention
and resource optimization.

The automation of Disaster Recovery (DR) is
completed. We can switch to DR setup on a single
click, this will reduce the downtime and data
replication timelines resulting in minimizing the
data loss.

DIGITAL ADOPTION AND INNOVATION

Being a future-ready mutual fund business, we at
NIMF have embraced technological innovation
and adapted to changing consumer preferences
to thrive in this era of democratized investing. We
are continuously reshaping traditional financial
services delivery, embracing a new identity as a
forward-thinking Digitech enterprise that unlocks
value for business and reimagines investments for
the modern investor.

NIMF is leveraging several key technological
enablers to accelerate its digital transformation:

• Mobile-First Ethos: NIMF has adopted a mobile-
first approach in designing its digital platforms,
ensuring seamless and user-friendly experiences
for investors. This strategy recognizes the
growing preference for mobile devices, and
hence captive apps, among users and prioritizes
the development of mobile applications
and interfaces.

• Platform-of-choice WhatsApp Integrations:

Recognizing WhatsApp as a preferred platform
for communication and transactions, NIMF
has integrated WhatsApp capabilities into
its framework. This enables investors and
distributors to initiate transactions and access
services effortlessly through the messaging app,
expanding accessibility and convenience.

• Advanced Analytics and AI: NIMF utilizes
advanced analytics and artificial intelligence
to gain insights into investor behavior and
preferences. This allows personalized experiences,
intelligent nudges, and targeted campaigns
tailored to specific audiences, enhancing
engagement and driving business growth.

• Strategic Partnerships with Tech Giants:

Collaborations with tech giants such as Google,
Meta (formerly Facebook), and Adobe provide
NIMF with access to innovative beta products and
best-in-class product suites. These partnerships
enable sharper targeting, real-time analytics,
and geo-localization strategies, enhancing
the effectiveness of digital campaigns and
outreach efforts.

• Digital Engagement Model: NIMF has developed
a comprehensive digital engagement model
inspired by e-commerce practices. This model
focuses on acquisition, onboarding, engagement,
and re-engagement of digital investors,
supported by data-driven insights and strategies
derived from digital behemoths like Google, Meta,
and Adobe.

DRIVING ACCELEARTED GROWTH THROUGH DIGITAL
BUSINESS

Building on the foundation of our robust digital-
first approach, NIMF Digital Business continued its
accelerated growth in FY25 by solidifying digital as a

core engine of our organization with more than 70%
fresh transactions driven by Digital Business Assets
and Integrations. Our commitment to delivering
customer-centric, seamless, and frictionless digital
experiences remains paramount as we continue
to lead the industry''s digital transformation
through innovative and cutting-edge initiatives,
focusing on strategies that directly translate to
measurable growth.

Digital Business now acts as a growth enabler
by amplifying digital engagement, expanding
distribution channels, enhancing operational
efficiency, leveraging data-driven insights, and
empowering distributors. Use of advanced analytics
and AI to create personalized customer journeys
with a mobile-first strategy continue to boost
acquisition and retention across Digital spectrum.
These initiatives solidified NAM''s digital leadership,
delivering exceptional value to customers
and stakeholders.

PIONEERING DIGITAL EXCELLENCE AND INNOVATION

At Nippon, the Digital Business has consistently
been at the forefront of the industry, championing
digital-first strategies. Its ultimate goal is to deliver
a seamless, inclusive, and intelligent investing
experience that drives AUM growth, enhances

investor retention, and fosters digital trust within the
mutual fund ecosystem.

To further enhance digital experiences, key platform
advancements were introduced:

1. Transforming Accessibility in Investing:
Introducing Voice Integration on our NIMF
Investor Android App:

We are delighted to announce a groundbreaking
feature on our Mutual Fund Android App - Voice
Integration - aimed at making investing easier,
inclusive, and empowering for all.

In line with our commitment to innovation and
inclusivity, this feature has been thoughtfully
designed to enable seamless transactions
through voice commands, ensuring that every
investor, including differently abled individuals,
can experience independence and ease in
managing their investments.

• What This Means to Us:

- Empowering Digitally: Voice-based
transactions empower individuals by
enabling them to take control of their
finances without relying on traditional
interfaces, making investing more intuitive
and user-friendly.

- Inclusive and Accessible: We at Nippon are committed to creating solutions that break barriers,
ensuring equal opportunities for all our investors by providing an intuitive, easy-to-use alternative
vis-a-vis traditional navigation.

- Conversational Commerce: We started this journey in 2019 and are not extending it to our other
Digital Assets. Conversational Commerce uses voice to offers a simplified and more engaging
way for users like yourself to learn and take action on their finances.

2. Nippon India Mutual Fund is now a part of
ONDC ecosystem:

NIMF also cemented its fintech leadership with
industry-first innovations. The first-ever Mutual
Fund transaction on ONDC at the Global Fintech
Fest 2024 marked a significant step towards
financial inclusion beyond B30 cities, taking
mutual funds to the heartlands of Bharat. Under
the Business Easy platform, targeted digital
training and adoption initiatives strengthened
partner engagement and operational risk
management. Additionally, multiple co¬
branded fintech collaborations positioned
Index Funds as a key growth driver.

3. Empowering Every Investor: Smarter

WhatsApp Investing with Vernacular Access:

• WhatsApp Vernacular for Investors (Hindi):

Vernacular WhatsApp will help us reach
and connect with regions of India that are
traditionally difficult to access. Additionally, it
makes our services more accessible to non¬
English speakers, ensuring inclusivity and
ease of use for a diverse population.

• WhatsApp (Investor) - Quick & Easy
Onboarding through Digi-Locker KYC

Non-KYC registered investors can now
complete their KYC instantly through our
WhatsApp platform. This seamless process
allows them to onboard themselves quickly
and hassle-free.

• Quick & Simple: Create a folio and Start Your
Investment Journey on WhatsApp (Investor
Distributor)

Investors/Distributors can now create folios
effortlessly through our WhatsApp platform.
They can initiate and complete a Lumpsum
or SIP transaction in just a few minutes.

PLATFORM EXPERIENCE AND ENHANCEMENTS

1. Cart Buying feature on Business Easy App

An e-commerce-like experience allowing
partners to add multiple schemes and initiate
transactions for their investors—Lumpsum
and SIP in a single transaction—boosting
convenience and efficiency. This will streamline
the investment process, reducing friction and
enhancing user engagement.

2. Business Easy 2.0 -iOS parity

A refreshed iOS experience with new features
like a partner dashboard, funds & performance
tracking, and a dedicated SIP corner. The
revamp aims to improve usability, provide
deeper insights, and make investment tracking
more intuitive for partners.

3. Enabling Debit Card Payment Mode for
Lumpsum Transactions

Debit Card payment not only provides an added
layer of flexibility, but also helps investors to
carryout high value online transactions without
the need for online banking credentials or other
complex procedures.

Benefits:

• Attracts investors from Tier 2, Tier 3 cities and
rural areas, where debit cards are common
but net banking or UPI may be underused.

• Supports financial inclusion by allowing non¬
tech-savvy investors to invest effortlessly.

DIGITAL ENGAGEMENT AND USER GROWTH

In our quest to explore new and innovative ways
of engaging with our customers, we launched
campaigns that catalyze engagement, enhance
reach and sustain growth while catering to the

varied needs of the modern-day investor. Utilizing
advanced technologies and creative storytelling,
we drive strategic investor acquisition and retention
campaigns that resonate with our audience. Digital
excellence and effective communication lie at the
heart of our approach, ensuring that our messaging
is relevant and impactful. Through this dual focus
on innovation and connection, we drive meaningful
interactions, nurture lasting relationships and
ultimately propel user growth.

NIMF works on driving digital engagement forward
by harnessing the capabilities of several key
technological and innovative enablers:

• Intelligent Al/ML engagement: Revolutionizing
engagement through the strategic fusion of
Artificial Intelligence and machine learning
capabilities, we are unlocking new frontiers in
personalized and data-driven segmentation
approach. This empowers us to distil complex
investor profiles into distinct segments, facilitating
thedeliveryof tailored comm unications, enhanced
engagement for effective investor outreach.

• Key Focus on Early Adoption: As part of
our ongoing efforts to reach out to the next
generation of investors, we took a series of
strategic initiatives aimed at Gen Z. To effectively
engage this audience, we leveraged AI - Driven
Campaigns and curated content tailored to their
preferences. Our strategy centred on utilizing
formats that resonate with the Next Gen with
Campaigns like #SIPKaSWAG, K-Drama Series
and Employee Generated Content aimed at
maximum impact and engagement.

• Impact Reach driven via Influencers: We

partnered with influencers strategically targeting
the next generation of investors by aligning
with their communication style and learning
preferences. Our focus was on curating a
strategy that resonates with the unique behavior
and insights of the Next Generation. We drew a
seamless integration between mutual funds
and topics like Dating, Travel and Lifestyle which
resonate the most with Gen Z making mutual
funds "fun" via "fun-fluencers".

• Driving Real-Time In-App Engagement:

Through Adobe Target Nudges we significantly
enhanced in-app experiences by delivering
personalized, intelligent and intuitive prompts.
These real-time, contextually relevant nudges
such as Market Movement, SIP Top-Up,
Redemption nudges which optimize user journey,
ensuring a seamless and engaging experience
tailored to individual needs.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned
foreign exchange equivalent to H 25.66 Cr (Previous
Year: H 19.35 Cr). The Company spent foreign
exchange equivalent to H 12.47 Cr (Previous Year:
H 10.46 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Section 134(5) of the Act,
the Directors confirm that -

(i) I n the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and that there are no material
departures;

(ii) The Directors have selected such accounting
policies in consultation with the Statutory
Auditors'' and have applied them consistently
and made judgments and estimates that
were reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit
of the Company for the year under review;

(iii) The Directors have taken proper and sufficient
care to the best of their knowledge and ability
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) The Directors have prepared the annual
accounts of the Company on a ''going
concern'' basis;

(v) The Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered
into/ by the Company during the financial year
under review with related parties were on an arm''s
length basis and in the ordinary course of business.
There were no materially significant related party
transactions which could have potential conflict
with the interest of the Company at large. During
the year, the Company had not entered into any

contract / arrangement / transaction with related
parties which could be considered material in
accordance with the policy of the Company on
materiality of related party transactions.

All Related Party Transactions were placed before
the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the
transactions which were of a repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted were reviewed and statements
giving details of all related party transactions were
placed before the Audit Committee and the Board
of Directors for their review on a quarterly basis. The
policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website
at the following link: https://mf.nipponindiaim.com/
InvestorServices/Pages/Investor-Policies.aspx

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

Your Directors draw attention of the members to
Note No. 28 to the financial statement which sets out
related party disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed
by the Regulators/ Courts which would impact
the going concern status of the Company and its
future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR
ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

The Company, being asset manager to NIMF,
invests in various debt market instruments (non¬
convertible debentures) issued by various issuers.
In order to realize the debenture outstanding''s, the
Company has filed certain applications under the
Insolvency and Bankruptcy Code, 2016. The Mutual
Fund Division of the Company is a respondent party
to an IBC proceeding filed in the matter of Reserve
Bank of India v. Dewan Housing Finance Corporation
Limited pending before the Hon''ble NCLT, Mumbai.
The Portfolio Management Services Division of the
Company has filed:

(a) IBC proceedings against Fortuna Buildcon
India Private Limited in November 2017 before
the Hon''ble NCLT, Bangalore, wherein currently
the resolution plan has been approved by the
Hon''ble NCLT vide order dated 18^th December
2024. IBC (Personal Insolvency) proceedings
were filed in Hon''ble NCLT against the surviving

brother of the key deceased promoter and the
legal heirs of the key deceased promoter. NCLT
dismissed the matter against the legal heirs of
the key deceased promoter against which an
application is filed in Hon''ble NCLAT, Chennai.
The hearings are underway. As regards the
surviving brother, Hon''ble NCLT admitted
the matter vide order dated 30^th July 2024.
The Personal Insolvency process is currently
underway.

(b) Three (3) IBC proceedings against three (3)
Biodiversity Conservation India Private Limited
group companies (BCIL Zed Ria Properties
Private Limited, BCIL Red Earth Developers India
Pvt. Ltd. and Biodiversity Conservation India
Private Limited) were filed in December 2017
before the Hon''ble NCLT, Bangalore. The NCLT
approved resolution plans in BCIL Zed Ria
Properties Private Limited and in BCIL Red Earth
Developers India Pvt. Ltd., which are currently
under implementation while Biodiversity
Conservation India Private Limited is currently
under liquidation. The Company is also a
respondent to two (2) appeals in BCIL Red Earth
Developers India Private Limited and in three
(3) appeals in BCIL Zed Ria Properties Private
Limited, before Hon''ble NCLAT, Chennai, which
have been filed challenging the approved
resolution plans.

(c) IBC proceedings have been filed against the
promoters of Biodiversity Conservation India
Private Limited in November 2020 before Hon''ble
NCLT, Bangalore which are currently at a pre¬
admission stage.

(d) IBC proceeding filed against Green Valley
Shelters Private Limited in December 2019,
before Hon''ble NCLT, Chennai, was admitted in
August 2021, however the proceedings were
temporarily stayed under an order of the
Supreme Court. The Supreme Court has
dismissed the matter in February 2025 and
the Corporate Insolvency Resolution Process
("CIRP") is underway. The Committee of
Creditors ("COC") has approved a Resolution
Plan submitted by the Resolution Applicant in
March 2025. The Resolution Professional has
filed the approved Resolution Plan with Hon''ble
NCLT, Chennai for final approval and hearings
are underway.

(e) An IBC proceeding filed against the promoters
of Green Valley Shelters Private Limited in
October 2020 before the Hon''ble NCLT, Chennai
is at the pre-admission stage and hearings
are underway.

(f) An IBC proceeding was filed against Arkie Atelier
Design India Private Limited, being the corporate
guarantor for the debentures issued by Green
Valley Shelters Private Limited in November
2021. NCLT passed and ex-parte order which

was challenged in the Hon''ble NCLAT, Chennai.
The hearings are underway.

OTHER DISCLOSURES

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

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

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

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

• There is no loan taken by the Company hence
disclosure with respect to one-time settlement
entered into with any Bank or financial institutions
does not arise.

• There was no instances of deviation(s) /
variation(s) in utilisation of IPO proceeds.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

As on March 31, 2025, your Company had 1,104
employees and for the previous year, your Company
had 1,004 employees. Disclosures relating to the
remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, also
form part of this Report. However, having regard to
the provisions of Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being
sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining
the said information may write to the Company
Secretary and upon such request the information
shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

Your Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee ("ICC") has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this Policy. Following is a summary of sexual
harassment complaints received and disposed off
during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of Listing Regulations,
top 1000 listed entities by market capitalisation
have to publish a Business Responsibility and
Sustainability Report ("BRSR"). BRSR for the year
under review as stipulated under Listing Regulations
is presented in a separate section forming part
of this Annual Report. Further, the Company is
in the process of obtaining report on assurance
of the BRSR Core, consisting of a set of Key
Performance Indicators (KPIs) / metrics under nine
(9) Environmental, Social & Governance attributes
for the financial year ended March 31, 2025 by
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
the Statutory Auditors of your Company and will be
forming part of this Annual Report.

AWARDS AND RECOGNITIONS

FY''25 has been a year of some key recognitions and
accolades coming the Company''s way. NAM India
has been recognised across various parameters
of Employee Experience, Engagement and superior
culture by W.E. Global Employees'' Choice award
which is different from all other awards as it is based
on the multigenerational model that gives you the
engagement and experience feedback of Gen Z,
Millennials, Gen X and Baby boomers. These awards
are conferred purely basis the objective feedback
provided by its employees, in the survey.

NAM India is among the companies across all
the sectors who participated and proudly shares
this elite platform with some of the other reputed
organizations in the country. It is indeed a moment
of pride that your organization has scaled yet
another summit and reaffirmed its place as
the #EmployerOfChoice having won across
most categories.

Your Company has won across below categories:

Company Awards	Leadership Awards
Global Employees'' Choice Award
Diversity & Inclusion Award	Best CEO Award 2024
Company with Best State of Well¬ Being	Sundeep Sikka
Best Company for Gen Z
Best Company for Gen Y	Best chro Award 2024 Rajesh Derhgawen
Company with Best Managers

Nippon India Corporate Bond was awarded the 2024
Morningstar''s Best Corporate Bond Fund highlighting
our process and fund management robustness.

We have also bagged award in the category of
Innovative Practice for our digital Platforms - Investor
Portfolio Dashboard & Business Easy Digital Suite.

Additionally, this year was phenomenal where
we have won multiple awards by our Information
technology team where Abhinav Pandey won
amongst the Top 5 AI Disruptors - Individual
Category by ET Now for "Nippon GPT: Revolutionizing

Employee Productivity and Customer Experiences
with Generative A I." (Sep 2024) Anuja Kalekar:
Awarded by ET Now for "NAMI Data Genie: The Data
Intelligence Marvel Unlocking Business Prowess".
(Sep 2024). Nippon Life India Asset Management:
Awarded by ET Now for "Integrating AI with Key
Functions" (Sep 2024). Abhijit Shah: CTO 100 Awards
For "Business Innovators with Cloud and Generative
AI, Nippon GPT & Data Genie" (Sep 2024)Nippon Life
India Asset Management: Awarded by ET Now for
Smart Data Applications & Software (June 2024).
Nippon Life India Asset Management: Awarded by ET
Now for Modern Data Architecture & Infrastructure
(June 2024).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere
appreciation for the co-operation received from
various regulatory and governmental authorities
including SEBI, RBI, Registrar of Companies,
Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO,

CMPFO, Stock Exchanges, Depositories, Custodians,
Bankers, Registrar and Share Transfer Agent
Shareholders, Investors, and all other business
constituents during the year under review. We
believe all of them have contributed to our
continued growth.

Your Directors also wish to place on record their deep
appreciation for the total commitment displayed by
all the executives, officers and staff, resulting in yet
another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Parekh Sundeep Sikka

Independent Executive Director &

Director Chief Executive Officer

(DIN: 06559989) (DIN: 02553654)

Place: Mumbai
Date: April 28, 2025

---

Mar 31, 2025

Your Directors take pleasure in presenting their 30^th Annual Report on the business and operations of your
Company, together with the audited financial statements, for the year ended March 31, 2025.

Your Company endeavours to remain one of the leading players in the Asset Management business in
India and keep exploring opportunities for enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI is one of the largest
life insurers in the world managing assets of over USD 580 billion. It has a large global network with presence
across US, Europe, Asia, and Australia along with over 130-year track record in Life Insurance business as
well as global investments across Asset Management companies. This pedigree brings strong synergistic
benefits that very well complements your Company''s domestic expertise in the Asset Management
business and provides a thrust to its significant growth potential. Your Company expects substantial upside
in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s
global positioning & relationships.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the Indian Accounting Standards ("IND AS") notified under
Section 133 of the Companies Act, 2013 ("the Act") [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis)
of the Company for the year ended March 31, 2025 are as follows:

	Consolidated		Standalone
Description	Year ended March 31, 2025	Yearended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Gross Income	2520.72	2037.34	2348.28	1877.08
Profit before exceptional item and tax	1694.32	1352.48	1654.67	1294.48
Exceptional Items	-	-	-	-
Profit Before tax	1694.32	1352.48	1654.67	1294.48
Current Tax	377.54	227.66	365.84	228.55
Deferred Tax	31.05	18.57	36.60	18.70
Profit for the year	1285.73	1106.25	1252.23	1047.23
Share of Profit from Associates	0.66	1.07	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(4.82)	(1.26)	(4.51)	(1.18)
Balance carried to Balance Sheet	1281.57	1106.06	1247.72	1046.05
Basic EPS of H 10 each	20.34	17.71	19.79	16.75
Diluted EPS of H 10 each	20.03	17.53	19.49	16.58

The Consolidated Financial Statements of the Company forms part of this Annual Report.

OPERATION HIGHLIGHTS

As you are aware that your Company acts as the asset manager to Nippon India Mutual Fund ("NIMF"), which
is one of the largest Mutual Funds in India, in terms of the Quarterly Average Assets under Management
("QAAUM") as on March 31, 2025.

The QAAUM of NIMF as on March 31, 2025 was H 5,57,199 crore comprising of H 2,77,377 crore of Equity,
H 83,397 crore of Debt, H 42,571 crore of Liquid Funds and H 1,53,854 crore of ETF assets. It may be noted that
the QAAUM of NIMF as on March 31, 2024 was H 4,31,308 crore comprising of H 2,12,252 crore of Equity, H 68,135
crore of Debt, H 39,379 crore of Liquid Funds and H 1,11,542 crore of ETF assets.

Overall QAAUM of NIMF has increased by 29.2% during the financial year 2024-25, while the Indian Mutual
Fund Industry witnessed an overall positive growth of 24.6% in terms of QAAUM (Source: AMFI).

New Schemes Launched:

During the year under review, Nippon India Mutual Fund launched the following new schemes:

Name of Scheme	Type	Structure
Nippon India Active Momentum Fund	Open	Equity
Nippon India Nifty 500 Momentum 50 Index Fund	Open	Other - Index Funds
Nippon India Nifty 500 Equal Weight Index Fund	Open	Other - Index Funds
Nippon India Nifty Auto Index Fund	Open	Other - Index Funds
Nippon India Nifty Realty Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Dec 2026 Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Jan 2028 Index Fund	Open	Other - Index Funds

As on March 31, 2025, NIMF has a well-rounded portfolio of 105 schemes under various categories such as
Equity, Debt, Hybrid, Exchange Traded Fund, Fixed Maturity Plans and Interval Funds.

DETAILSOF MATERIAL CHANGESANDCOMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE FINANCIAL YEAR END AND
THE DATE OF THIS REPORT

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year 2024-25 and the date of
this Report.

DIVIDEND

During the year, the Company had declared and
paid an interim dividend of g 8.00 per equity share of
g 10/- each amounting to g 506.58 Crore. The Board
has also recommended a final dividend of g 10.00 per
equity share of g 10/- each for the financial year ended
March 31, 2025, for the approval of the Shareholders
at the ensuing Annual General Meeting ("AGM").
With this the total dividend for the financial year
2024-25 would be approximately g 1141 Crores,
including the interim dividend of g 8.00 per equity
share distributed in November 2024. The Final
dividend, if declared, will be paid on and from July
21, 2025.

The dividend pay-out is in accordance with the
Company''s Dividend Distribution Policy which
is placed on the Company''s website at https://
mf.nipponindiaim.com/lnvestorServices/Pages/
Investor-Policies.aspx.

AMOUNT TO BE CARRIED TO RESERVES

There is no amount proposed to be transferred to
the reserves. For complete details on movement
in Reserves and Surplus during the financial year
ended March 31, 2025, please refer to the Statement
of Changes in Equity included in the Financial
Statements of the Company forming part of this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for
the year under review as stipulated under SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is presented
in a separate section forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements
of the Company forming part of this Annual Report.

DEPOSITS

During the year, your Company has not accepted
any deposits within the meaning of Sections 73 and
74 of the Act read together with the Companies
(Acceptance of Deposits) Rules, 2014. Further,
there are no outstanding or unclaimed deposits,
unclaimed / unpaid interest, refunds due to the
deposit holders or to be deposited to the Investor
Education and Protection Fund as on March 31, 2025.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of
employee ownership and to attract, retain, motivate
and incentivize senior as well as critical talent, the
Company has formulated the following Employee
Stock Option Plan(s) / Scheme(s):

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2017 ("NAM INDIA
ESOP 2017") as its stock option scheme, which was
launched in August 2017.

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2019 ("NAM INDIA
ESOP 2019") as its stock option scheme, which was
launched in July 2019.

• Nippon Life India Asset Management Limited

- Employee Stock Option Scheme 2023 ("NAM
INDIA ESOP 2023") as a stock option scheme and
Nippon Life India Asset Management Limited

- Performance Linked Stock Unit Scheme 2023
("NAM INDIA PSU 2023") as a stock unit scheme,
which were launched in October 2023.

During the year, there has been no material variation
in the terms of aforesaid Plans and Schemes and
the same are in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB

& SE Regulations"). No employee was issued stock
option/unit, during the year equal to or exceeding
1% of the issued capital of the Company at the time
of grant.

The certificate from the Secretarial Auditors of the
Company confirming the compliance of the SBEB &
SE Regulations with respect to the aforesaid Plans
and Schemes of the Company will be available for
inspection through electronic mode. Any member
interested in obtaining the same may write to the
Company Secretary. The details as required to be
disclosed under SBEB & SE Regulations are placed on
the Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/ESOP-Disclosure.aspx

CAPITAL STRUCTURE

During the Financial year 2024-25, the Company
issued and allotted 47,03,902 Equity Shares to
eligible employees on exercise of options granted
under the Employee Stock Option Plan(s) of the
Company. Hence, the issued, subscribed, and paid-
up capital of the Company was 63,47,02,632 Equity
Shares of H 10 each as on March 31, 2025.

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

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

b) sweat equity shares.

The Equity History of the Company has been
provided in the Corporate Governance Report.

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company maintains a strong focus on
Compliance and Risk Management as these are
essential elements for its long-term success. The
compliance and risk functions are managed by a
dedicated and experienced team of professionals.
The management has a zero tolerance towards risk
and compliance failures or breaches.

There exists a comprehensive Compliance Manual,
which is reviewed by your Board of Directors from
time to time and it facilitates the Company''s
Compliance team to monitor various compliance
requirements effectively & comprehensively. Your
Board of Directors have also constituted a Risk and
Compliance Committee, which is chaired by the ED &
CEO and which has the Chief Legal and Compliance
Officer, and other senior & relevant functionaries
as its members. This Committee meets at least
once in a quarter to discuss and deliberate issues
pertaining to compliance and other regulatory
developments. The Compliance team regularly
conducts educative training programs for various
segments within the organization.

Your Company also has a comprehensive Risk
Management Policy that envisages a structured
and consistent enterprise-wide risk management

framework, based on the three lines of defence
model, to ensure that risk management processes
are consistently applied across the organization
and provide reasonable assurance regarding
achievement of organization''s objectives.

The Risk Management Policy clearly sets out the
objectives & elements of risk management within
the organization, including the constitution of an
independent Risk Management department headed
by the Chief Risk Officer (reporting directly to the ED
& CEO), Risk Management Committees at executive
and Board levels. The policy also defines the roles
and responsibility of all the CXOs towards risk
management as part of first line of defence model.

Your Company promotes risk awareness culture
throughout the organization and risk management
is an integral part of decision making and day-to¬
day operations of all activities at all levels across
the organization. There are well documented and
Board approved policies and processes to address
and mitigate various risks to which the Company is
exposed. The Company also has a robust business
continuity plan which is tested on a periodic
basis to ensure uninterrupted operations. The Risk
department conducts various training programs on
various facets of risk management including cyber
risk awareness, conduct risk, operational risk, anti
money laundering etc.

The Company has a structured risk reporting
mechanism to ensure risks are monitored
and reviewed by the Chief Risk Officer, Senior
Management, Risk Management Committee and
Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has an Internal Control System
which is commensurate with the size, scale and
complexity of its business operations.

For effective risk management and control,
the Company has established structures and
responsibilities in line with the "Three Lines of
Defense" model, where 1^st line being business
operations, 2^nd line is the oversight functions like Risk
Management and Compliance and 3^rd line is Internal
Audit. To maintain its objectivity and independence,
the Internal Audit department reports to the
Audit Committee of the Board. The Internal Audit
department monitors and evaluates the efficacy
and adequacy of the internal control system in the
Company, its compliance with operating systems,
accounting procedures and policies. Based on
the report of the Internal Auditor, process owners
undertake corrective action in their respective
areas and thereby strengthen the controls. The
Internal Audit department follows up on pending
audit issues and ensures that corrective actions
have been taken. Significant audit observations, if
any, and corrective actions thereon, are presented
to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s
commitment to the highest standards of corporate
governance to enhance trust of all its stakeholders.
Strong & robust corporate governance practices
have facilitated your Company in standing up to
the continued scrutiny of domestic & international
investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule
V of the Listing Regulations is presented in a separate
section forming part of this Report.

A certificate from the Statutory Auditors of the
Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, conforming compliance to the
conditions of Corporate Governance as stipulated
under Para E of Schedule V of the Listing Regulations,
is enclosed with Corporate Governance Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and Listing
Regulations, the Company has formulated a Vigil
Mechanism to address the genuine concerns, if any.
The Whistle Blower policy can be accessed on the
Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/Investor-Policies.aspx.
It is affirmed that no person has been denied access
to the Chairperson of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social
Responsibility ("CSR"), your Company has
undertaken projects in the areas of promoting
healthcare, education, and rural development in
accordance with Schedule VII to the Act.

The Annual Report on CSR activities along with the
executive summary for Impact Assessment Reports
of the applicable projects, in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, is annexed herewith as
Annexure A and the complete Impact Assessment
Reports of the applicable projects are available on
the Company''s website at https://mf.nipponindiaim.
com/csr/.

SUBSIDIARIES & ASSOCIATE COMPANY

As on March 31, 2025, your Company had two (2)
subsidiaries. One of such subsidiaries is in overseas
i.e., in Singapore and other one is in India. Both
the subsidiaries of the Company are engaged in
financial services and related activities. In addition,
your Company also has an associate company in
India, which has already surrendered its business
license/ regulatory approval to act as a Pension
Fund Manager. This particular Company currently
has no business operations, and it is therefore
proposed to be wound up, in accordance with the
applicable laws.

A statement w.r.t. the performance and the financial
position of the subsidiary companies is presented in
the Management Discussions and Analysis Report
forming part of this Annual Report. The policy for
determining material subsidiary companies may
be accessed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx

The annual accounts of the subsidiary companies
is placed on the website of the Company. Pursuant
to Section 129(3) of the Act, a statement containing
salient features of the financial statements of
the subsidiary and associate companies in
the prescribed Form AOC-1 forms part of this
Annual Report.

Except for the above subsidiaries, your Company
does not have any other subsidiary or an associate
company or a joint venture during the year
under review.

KEY MANAGERIAL PERSONNEL

During the year under review, the following
employees were the ''Key Managerial Personnel'' of
the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief
Executive Officer ("ED & CEO");

b) Mr. Ajay Patel - Manager;

c) Mr. Valde Varghese - Company Secretary &
Compliance Officer*;

d) Mr. Parag Joglekar - Chief Financial Officer**;

e) Ms. Nilufer Shekhawat - Company Secretary &
Compliance Officer #; and

f) Mr. Amol Bilagi - Interim Chief Financial Officer@;

*appointed as the Company Secretary & Compliance Officer
w.e.f. July 1, 2024

**appointed as the Chief Financial Officer w.e.f. September 19,
2024

#ceased as the Company Secretary & Compliance Officer
w.e.f. June 3, 2024

@ceased as the Interim Chief Financial Officer w.e.f. September
19, 2024

DIRECTORS

In accordance with the provisions of Section 152
of the Act read with the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and
the Articles of Association of the Company,
Mr. Hiroki Yamauchi (DIN: 08813007), Non-Executive
(Nominee) Director, is liable to retire by rotation at
the upcoming AGM of the Company scheduled to be
held on July 18, 2025, and being eligible has offered
himself for re-appointment. Necessary proposal for
his re-appointment will be placed for your approval
at the upcoming AGM. The brief resume and other
related information have been detailed in the Notice
convening the AGM of the Company. The Board of
Directors recommends his re-appointment as Non¬
Executive Director of the Company.

During the year, Ms. Ameeta Chatterjee
(DIN: 03010772), ceased to be an Independent
Director of the Company w.e.f. close of business
hours on March 23, 2025 upon completion of her
second term as an Independent Director of the
Company. The Board of Directors of the Company
placed on record its sincere appreciation for the
valuable contribution and guidance provided by
Ms. Chatterjee during her association with the
Company as an Independent Director. The Board
of Directors of the Company at its meeting held
on March 12, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mrs. Sonu Bhasin
(DIN: 02872234) as an Additional Director, designated
as an Independent Director w.e.f. March 23, 2025.
Further, as required under Regulation 17(1C) of the
Listing Regulations, the Company had on April 24,
2025, obtained approval of the shareholders of the
Company through Postal Ballot for appointment of
Mrs. Sonu Bhasin as an Independent Director of the
Company for a term of five (5) consecutive years,
w.e.f. March 23, 2025.

Pursuant to the provisions of Sections 149 and 152 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualifications of Directors) Rules,
2014, along with Schedule IV of the Act and Listing
Regulations, Mr. Ashvin Parekh (DIN: 06559989)
was appointed as an Independent Director of the
Company for a term of five (5) consecutive years
w.e.f. August 1, 2020 to July 31, 2025, (''first term/
current term'') by the shareholders of the Company
on March 17, 2021, vide Postal Ballot. Thus, the current
term of Mr. Parekh as an Independent Director of the
Company will be ending on July 31, 2025.

Considering his knowledge, skills, background,
experience and contributions made over the years
as an Independent Director of the Company and
on the basis of his performance evaluation, the
Board believes that his continued association as an
Independent Director would be of immense benefit
to the Company. Accordingly, the Board of Directors
of the Company, based on the recommendation
of the Nomination and Remuneration Committee
has re-appointed Mr. Parekh as an Independent
Director of the Company for a second term of five
(5) consecutive years commencing from August
1, 2025 to July 31, 2030, subject to the approval of
the shareholders of the Company, through special
resolution at the ensuing AGM. In compliance with
the provisions of Regulation 17(1 A) of the Listing
Regulations, the approval of the shareholders of the
Company by special resolution is also sought for
re-appointing Mr. Parekh, who would be attaining
the age of 75 years during his second term of
appointment as an Independent Director. The
resolution for aforesaid re-appointment along
with the brief profile and other related information
of Mr. Ashvin Parekh form part of the Notice
convening the AGM of the Company. The Board of

Directors recommends his re-appointment as an
Independent Director of the Company.

Post the year under review, Mr. Tomohiro Yao
ceased to be a Non-Executive (Nominee) Director
of the Company w.e.f. April 28, 2025, on account of
resignation due to change in management team of
NLI. The Board of Directors of the Company placed
on record its sincere appreciation for the valuable
contribution and guidance provided by Mr. Tomohiro
Yao during his association with the Company as a
Non-Executive Director.

The Board of Directors of the Company at its meeting
held on April 28, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mr. Kosuke Kuroishi
(DIN: 11069118) as an Additional (Non-Executive)
Director of the Company (Nominee of NLI, Promoter
of the Company) w.e.f. April 28, 2025 to hold office
up to the date of the ensuing AGM of the Company,
and thereafter, subject to the approval of the
shareholders of the Company, as a Non-Executive
(Nominee) Director of the Company, liable to retire
by rotation. The resolution for aforesaid appointment
along with the brief profile and other related
information of Mr. Kosuke Kuroishi form part of the
Notice convening the AGM of the Company. The
Board of Directors recommends his appointment as
a Non-Executive (Nominee) Director of the Company.

All the Independent Directors of your Company i.e.,
Mr. Upendra Kumar Sinha, General Ved Prakash
Malik (Retd.), Mrs. Sonu Bhasin, Mr. Ashvin Parekh
and Mr. B. Sriram have already furnished the
required declarations that they meet the criteria of
independence as laid down under Section 149(6) of
the Act and Listing Regulations.

In terms of Section 150 of the Act read with Rule 6(3)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, all Independent Directors
of the Company have confirmed that they
have registered themselves with the databank
maintained by the Indian Institute of Corporate
Affairs, Manesar ("IICA"). Further, in terms of Rule 6(4)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, one (1) Independent Director
has passed the Online Proficiency Self-Assessment
test conducted by IICA and the other four (4)
Independent Directors were not required to appear
for the said test as required by IICA as they fulfil the
exemption criteria stipulated under Rule 6(4) of the
Companies (Appointment and Qualifications of
Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite expertise,
experience & proficiency and are people of high
integrity and repute. They fulfil the conditions
specified in the Act and the Rules made thereunder
and Listing Regulations and are independent of
the management.

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

PERFORMANCE EVALUATION OF DIRECTORS, BOARD
AND COMMITTEES

Your Company has devised a policy for the
performance evaluation of the individual directors,
Board and its Committees, which also includes
the criteria for carrying out the said performance
evaluation. Pursuant to the provisions of the Act
and Regulation 17(10) of Listing Regulations and as
prescribed in the stated policy of the Board, the Board
has carried out an annual performance evaluation
of (i) its Chairperson (ii) the Directors (independent
and non-independent); (iii) itself (as a whole); and
(iv) its committees. The Board performance was
evaluated based on inputs received from the Board
members after considering criteria such as Board
composition and structure, effectiveness of Board
/ Committee processes, and information provided
to the Board, etc. In terms of the requirements of
the Act and Listing Regulations, a separate meeting
of the Independent Directors was also held during
the year.

BOARD AND COMMITTEE MEETINGS

During the year ten (10) Board meetings were held,
which includes two (2) joint Board Meetings between
the Board of the Company ("AMC") with the Board
of the Trustees as stipulated in SEBI Master Circular
no. SEBI/ho/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

Your Directors wish to inform that the functioning of
the Board is supplemented by various committees
(Board committees and management committees),
which have been constituted from time to time, such
as Audit Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee, Risk
Management Committee, Unit Holder Protection
Committee, IT Strategy Committee, Valuation
Committee, Investment Committee, Risk and
Compliance Committee, Allotment Committee,
Broker Empanelment Committee, Operating
Committee, Stewardship Committee, Proxy Voting
Committee, Technology Committee, etc. to name
a few. Each of the aforesaid Committees has been
constituted in order to ensure due compliance with
the applicable laws and to ensure that the highest
levels of corporate governance are followed and
practiced. The minutes of the meetings of each of
these Committees are duly placed before the Board
of Directors for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the
Act, Regulation 18 of the Listing Regulations and
Paragraph 6.1.2 of the SEBI Master Circular no. SEBI/
HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated June 27,

2024, the Audit Committee of the Company consists
of seven (7) members including a majority of
Independent Directors. As on date of this report, it
comprises of five (5) Non - Executive Independent
Directors of the Company viz. Mr. Ashvin Parekh
[Chairperson], Mrs. Sonu Bhasin, General Ved Prakash
Malik (Retd.), Mr. B. Sriram, Mr. Upendra Kumar Sinha
and two (2) Non - Executive Non-Independent
Directors of the Company viz. Mr. Minoru Kimura and
Mr. Kosuke Kuroishi as its members.

During the year, nine (9) meetings of the Audit
Committee were held, which includes one (1) joint
Audit Committee meeting between the Audit
Committee of the AMC and the Audit Committee of
the Trustees and one (l) meeting to interact with the
Statutory and Internal Auditors of the Mutual Fund
Schemes without the engagement of management
of the AMC as stipulated in SEBI Master Circular
No. SEBI/HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

There have been no instances where the Board
has not accepted any recommendation of any
Committee of the Board which is mandatorily
required, during the financial year.

Other relevant details in this regard have been
provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 19 of the Listing Regulations, the
Nomination and Remuneration Committee of the
Company consists of seven (7) members including
a majority of Independent Directors. As on date of
this report, it comprises of seven (7) Directors out
of which five (5) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.)
[Chairperson], Mrs. Sonu Bhasin, Mr. Ashvin Parekh,
Mr. B. Sriram, Mr. Upendra Kumar Sinha and two
(2) Non - Executive Non-Independent Directors of
the Company viz. Mr. Minoru Kimura and Mr. Hiroki
Yamauchi as its members.

During the year, three (3) meetings of the Nomination
and Remuneration Committee were held. Other
relevant details in this regard have been provided in
the Corporate Governance Report.

In terms of the requirements under the Act and SEBI
Listing Regulations, your Company has in place a
policy w.r.t. thedirector''s appointment, remuneration,
criteria for determining qualifications, attributes,
independence of a director. The remuneration
paid to the Directors, Key Managerial Personnel
and Senior Management is as per the Nomination
and Remuneration Policy of the Company. The
Nomination and Remuneration Policy has been
provided as Annexure B to the Board''s Report and
is also placed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the
Act, the Corporate Social Responsibility ("CSR")
Committee of the Company consists of five (5)
members. As on date of this report, it comprises of five
(5) Directors out of which two (2) are Non - Executive
Non-Independent Directors of the Company viz.
Mr. Hiroki Yamauchi [Chairperson], and Mr. Kosuke
Kuroishi, two (2) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.) and
Mrs. Sonu Bhasin and one (1) Executive Director viz.
Mr. Sundeep Sikka as its members.

During the year, four (4) meetings of the CSR
Committee were held. Other relevant details in
this regard have been provided in the Corporate
Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations,
the Stakeholders'' Relationship Committee of
the Company consists of three (3) members. As
on date of this report, it comprises of three (3)
Directors of the Company out of which one (1) is
Non - Executive Independent Director viz. Mrs. Sonu
Bhasin [Chairperson], one (1) is Non - Executive
Non-Independent Director viz. Mr. Hiroki Yamauchi
and one (1) Executive Director of the Company viz.
Mr. Sundeep Sikka as its members.

During the year, two (2) meetings of the Stakeholders''
Relationship Committee were held. Other relevant
details in this regard have been provided in the
Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the
Listing Regulations and Mutual Fund Regulations,
the Company has constituted a Risk Management
Committee of the Board which consists of seven (7)
members. As on date of this report, it comprises of
six (6) Directors of the Company out of which two (2)
are Non-Executive Non-Independent Directors viz.
Mr. Hiroki Yamauchi [Chairperson] and Mr. Kosuke
Kuroishi, three (3) are Non-Executive Independent
Directors viz. Mr. Ashvin Parekh, Mr. Upendra Kumar
Sinha and Mr. B. Sriram, one (1) is Executive Director
viz. Mr. Sundeep Sikka and the Chief Risk Officer of
the Company viz. Mr. Rishi Garg as its members.

During the year, four (4) meetings of the Risk
Management Committee of the Board were held.
Other relevant details in this regard have been
provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND
INTERNAL

Statutory Auditors:

In terms of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
(ICAI FRN: 101248W/W-100022) were re-appointed as
the Statutory Auditors of your Company for a period
of 5 continuous years i.e. from the conclusion of
28^th AGM till the conclusion of 33^rd AGM of
the Company.

The Auditor''s Report on the financial statements
of the Company for the financial year ended
March 31, 2025 forms part of this Annual Report.
The observations and comments given by the
Statutory Auditors in their report read together with
notes on financial statements are self-explanatory
and hence does not require any further comments
in terms of Section 134 of the Act.

In terms of Section 143(12) of the Act, the said
Auditors of the Company have not reported any
instance of fraud having taken place during the
year under review.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as the Internal Auditors of your Company
for the financial year 2024-25.

AUDITORS OF THE SCHEMES OF NIPPON INDIA
MUTUAL FUND - STATUTORY AND INTERNAL

In accordance with the applicable provisions of law,
the Company has appointed Statutory and Internal
Auditors for various Schemes of Nippon India
Mutual Fund, who periodically submit their reports,
which are placed before the Audit Committee
for discussion, review and implementation of
their recommendations.

Statutory Auditors :

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants were appointed as Statutory Auditors
of the Schemes of Nippon India Mutual Fund for the
financial year 2024-25.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as Internal Auditors of the Schemes
of Nippon India Mutual Fund and the Portfolio
Management Services division of the Company, for
the financial year 2024-25.

SECRETARIAL STANDARDS

During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
your Directors had appointed M/s. M. Siroya and
Company, Company Secretaries to undertake the
Secretarial Audit of the Company for the financial

year 2024-25. In this regard, the Report submitted
by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform you that the
report from the Secretarial Auditors does not contain
any qualifications or reservation or other adverse
remarks. In terms of Section 143(12) of the Act, the
said Auditors of the Company have not reported
any instance of fraud having taken place during the
year under review.

Further, in terms of amended provisions of
Regulation 24A of the Listing Regulations, the Board
has appointed and recommended appointment of
M/s. Siroya and BA Associates, Practicing Company
Secretaries as Secretarial Auditors of the Company
for a term of five (5) consecutive financial years
commencing from April 1, 2025 till March 31, 2030.
The appointment will be subject to shareholder''s
approval at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company has been
placed on the website of the Company and can
be accessed at https://mf.nipponindiaim.com/
AboutUs/FinancialReports/Pages/Annual-Return.
aspx.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The operations of the Company do not consume
high levels of energy. Adequate measures have been
taken to conserve energy wherever feasible. Your
Company uses the latest technology and energy -
efficient equipments. Your Company only uses LED
lights and 5-star air-conditioning for majority of
offices. As energy cost forms a very small part of the
total costs, the impact on cost is not material.

Technology Absorption, Adaptation and
Innovation:

At Nippon India Mutual Fund ("NIMF"), our
commitment to a robust digital-first approach is
paramount and it is evident in our customer-centric,
seamless, and frictionless digital experiences. We
continue to lead the industry''s digital transformation
through innovative and cutting-edge initiatives.
Here is an overview of some key, needle-moving
initiatives delivered in the year gone by:

• Focus on Artificial Intelligence (AI)

The AI/ML initiatives have significantly enhanced
campaign performance and optimization,
covering ~2.17 Cr. customers, enhancing customer
engagement and improving conversions. Our
ML-based propensity to buy campaigns have

significantly contributed to revenue growth,
adding H 1,770 Cr. in incremental gross sales in
the last six months (from August 2024 to February
2025). By leveraging AI-powered insights, we
continue to refine our targeting strategy, ensuring
higher efficiency and impact in future campaigns.

Nippon GPT is making strides in automating
workflows and improving organizational
efficiency, with current adoption spanning across
employees and the sales team. With vernacular
capability, the platform efficiently handles
~120 user queries per day, saving manual effort
equivalent. Additionally, AI-driven solutions have
been successfully implemented for the Equity
Investment Research Team and Fixed Income
Research Team, providing deeper insights and
faster decision-making. With the platform now
fully operational, we are poised to expand its
adoption across the organization for enhanced
productivity and automation.

• Data Digest Series

The Data Digest initiative continues to provide
valuable insights into sectoral, thematic, and
market trends, enabling data-driven decision¬
making. Our monthly mailers deliver detailed
information on new investor activity and
transaction trends, ensuring that stakeholders
remain updated on evolving market dynamics.
The data digest series focused on the theme
"Women and Wealth", providing insights into
the evolving landscape of female investors in
India. This edition highlighted the AAUM Share of
Women Investors and shared the Breakdown of
New Women Investors.

• Infrastructure initiatives

Our IT infrastructure continues to evolve with
SDWAN and Dual Link implementation, now
completed across 169 branches, delivering
99.75% uptime for SDWAN and 99% uptime for
dual link connectivity. As part of our End-User
Infrastructure Refresh Initiative, we have replaced
~810 assets in FY 2024, ensuring enhanced system
performance and security. Furthermore, we have
successfully implemented the Hardware Security
Module (hsm), providing stronger encryption,
decryption, and authentication mechanisms to
reinforce data security and integrity.

• Regulatory Compliance

We successfully launched the Trade Declaration
Compliance Platform (Velox), completing a
PAN India demo and training session for users.
Cybersecurity remains a top priority, with
Vulnerability Assessment and Penetration
Testing (VAPT) system, and cyber audits for H1
2024 completed with NIL observations. AI-driven
analytics have been implemented in the dealing
room, enhancing monitoring and compliance
adherence. Our Extended Detection and Response

(XDR) AV solutions have further strengthened
threat detection and response mechanisms,
ensuring a secure and resilient IT ecosystem.

As part of Regulatory Compliance with SEBI
circulars addressing potential market abuse,
including front-running and fraudulent
transactions, we have implemented advanced
tools for controls and checks.

- The Bloomberg Transaction Cost Analysis
(BTCA) tool provides a fully automated
surveillance workflow for trading activities
across asset classes.

- Real-time streaming data feeds for all symbols
have been integrated using Global Data Feeds
and Dion.

- The ICRA analytics tool has also been deployed
to generate suspicious alerts, ensuring robust
monitoring and compliance.

• Implementation of cloud initiatives

Continuing NAM India''s cloud journeys a few
initiatives on cloud where the infrastructure for
initiatives such as Data Lake, Analytics, new
core applications have been implemented on
the AWS cloud. A cloud first approach has been
implemented to take advantage of the features
that cloud offers. Our digital assets are all moved
from on premises to clouds that has led to
better availability and consistency across digital
channels. Our financial accounting software
has also been moved to a cloud environment,
leading to optimization of costs and availability.
The security profile of the cloud has also
been enhanced.

The Cybersecurity framework has been
strengthened with the rollout of Single Sign-On
(SSO) and Multi-Factor Authentication (MFA)
for SAP, enhancing security for end users. A
continuous VAPT initiative has been launched
to proactively identify and address potential
security vulnerabilities.

• Continued Process Automation across
Organization

Building on the impetus of automation initiated
during last FY, further processes across business
departments have been implemented. Many
processes across operations, digital, sales and
finance have been completed or in progress.
This has provided multiple benefits in terms of
processing times, reduced manual intervention
and resource optimization.

The automation of Disaster Recovery (DR) is
completed. We can switch to DR setup on a single
click, this will reduce the downtime and data
replication timelines resulting in minimizing the
data loss.

DIGITAL ADOPTION AND INNOVATION

Being a future-ready mutual fund business, we at
NIMF have embraced technological innovation
and adapted to changing consumer preferences
to thrive in this era of democratized investing. We
are continuously reshaping traditional financial
services delivery, embracing a new identity as a
forward-thinking Digitech enterprise that unlocks
value for business and reimagines investments for
the modern investor.

NIMF is leveraging several key technological
enablers to accelerate its digital transformation:

• Mobile-First Ethos: NIMF has adopted a mobile-
first approach in designing its digital platforms,
ensuring seamless and user-friendly experiences
for investors. This strategy recognizes the
growing preference for mobile devices, and
hence captive apps, among users and prioritizes
the development of mobile applications
and interfaces.

• Platform-of-choice WhatsApp Integrations:

Recognizing WhatsApp as a preferred platform
for communication and transactions, NIMF
has integrated WhatsApp capabilities into
its framework. This enables investors and
distributors to initiate transactions and access
services effortlessly through the messaging app,
expanding accessibility and convenience.

• Advanced Analytics and AI: NIMF utilizes
advanced analytics and artificial intelligence
to gain insights into investor behavior and
preferences. This allows personalized experiences,
intelligent nudges, and targeted campaigns
tailored to specific audiences, enhancing
engagement and driving business growth.

• Strategic Partnerships with Tech Giants:

Collaborations with tech giants such as Google,
Meta (formerly Facebook), and Adobe provide
NIMF with access to innovative beta products and
best-in-class product suites. These partnerships
enable sharper targeting, real-time analytics,
and geo-localization strategies, enhancing
the effectiveness of digital campaigns and
outreach efforts.

• Digital Engagement Model: NIMF has developed
a comprehensive digital engagement model
inspired by e-commerce practices. This model
focuses on acquisition, onboarding, engagement,
and re-engagement of digital investors,
supported by data-driven insights and strategies
derived from digital behemoths like Google, Meta,
and Adobe.

DRIVING ACCELEARTED GROWTH THROUGH DIGITAL
BUSINESS

Building on the foundation of our robust digital-
first approach, NIMF Digital Business continued its
accelerated growth in FY25 by solidifying digital as a

core engine of our organization with more than 70%
fresh transactions driven by Digital Business Assets
and Integrations. Our commitment to delivering
customer-centric, seamless, and frictionless digital
experiences remains paramount as we continue
to lead the industry''s digital transformation
through innovative and cutting-edge initiatives,
focusing on strategies that directly translate to
measurable growth.

Digital Business now acts as a growth enabler
by amplifying digital engagement, expanding
distribution channels, enhancing operational
efficiency, leveraging data-driven insights, and
empowering distributors. Use of advanced analytics
and AI to create personalized customer journeys
with a mobile-first strategy continue to boost
acquisition and retention across Digital spectrum.
These initiatives solidified NAM''s digital leadership,
delivering exceptional value to customers
and stakeholders.

PIONEERING DIGITAL EXCELLENCE AND INNOVATION

At Nippon, the Digital Business has consistently
been at the forefront of the industry, championing
digital-first strategies. Its ultimate goal is to deliver
a seamless, inclusive, and intelligent investing
experience that drives AUM growth, enhances

investor retention, and fosters digital trust within the
mutual fund ecosystem.

To further enhance digital experiences, key platform
advancements were introduced:

1. Transforming Accessibility in Investing:
Introducing Voice Integration on our NIMF
Investor Android App:

We are delighted to announce a groundbreaking
feature on our Mutual Fund Android App - Voice
Integration - aimed at making investing easier,
inclusive, and empowering for all.

In line with our commitment to innovation and
inclusivity, this feature has been thoughtfully
designed to enable seamless transactions
through voice commands, ensuring that every
investor, including differently abled individuals,
can experience independence and ease in
managing their investments.

• What This Means to Us:

- Empowering Digitally: Voice-based
transactions empower individuals by
enabling them to take control of their
finances without relying on traditional
interfaces, making investing more intuitive
and user-friendly.

- Inclusive and Accessible: We at Nippon are committed to creating solutions that break barriers,
ensuring equal opportunities for all our investors by providing an intuitive, easy-to-use alternative
vis-a-vis traditional navigation.

- Conversational Commerce: We started this journey in 2019 and are not extending it to our other
Digital Assets. Conversational Commerce uses voice to offers a simplified and more engaging
way for users like yourself to learn and take action on their finances.

2. Nippon India Mutual Fund is now a part of
ONDC ecosystem:

NIMF also cemented its fintech leadership with
industry-first innovations. The first-ever Mutual
Fund transaction on ONDC at the Global Fintech
Fest 2024 marked a significant step towards
financial inclusion beyond B30 cities, taking
mutual funds to the heartlands of Bharat. Under
the Business Easy platform, targeted digital
training and adoption initiatives strengthened
partner engagement and operational risk
management. Additionally, multiple co¬
branded fintech collaborations positioned
Index Funds as a key growth driver.

3. Empowering Every Investor: Smarter

WhatsApp Investing with Vernacular Access:

• WhatsApp Vernacular for Investors (Hindi):

Vernacular WhatsApp will help us reach
and connect with regions of India that are
traditionally difficult to access. Additionally, it
makes our services more accessible to non¬
English speakers, ensuring inclusivity and
ease of use for a diverse population.

• WhatsApp (Investor) - Quick & Easy
Onboarding through Digi-Locker KYC

Non-KYC registered investors can now
complete their KYC instantly through our
WhatsApp platform. This seamless process
allows them to onboard themselves quickly
and hassle-free.

• Quick & Simple: Create a folio and Start Your
Investment Journey on WhatsApp (Investor
Distributor)

Investors/Distributors can now create folios
effortlessly through our WhatsApp platform.
They can initiate and complete a Lumpsum
or SIP transaction in just a few minutes.

PLATFORM EXPERIENCE AND ENHANCEMENTS

1. Cart Buying feature on Business Easy App

An e-commerce-like experience allowing
partners to add multiple schemes and initiate
transactions for their investors—Lumpsum
and SIP in a single transaction—boosting
convenience and efficiency. This will streamline
the investment process, reducing friction and
enhancing user engagement.

2. Business Easy 2.0 -iOS parity

A refreshed iOS experience with new features
like a partner dashboard, funds & performance
tracking, and a dedicated SIP corner. The
revamp aims to improve usability, provide
deeper insights, and make investment tracking
more intuitive for partners.

3. Enabling Debit Card Payment Mode for
Lumpsum Transactions

Debit Card payment not only provides an added
layer of flexibility, but also helps investors to
carryout high value online transactions without
the need for online banking credentials or other
complex procedures.

Benefits:

• Attracts investors from Tier 2, Tier 3 cities and
rural areas, where debit cards are common
but net banking or UPI may be underused.

• Supports financial inclusion by allowing non¬
tech-savvy investors to invest effortlessly.

DIGITAL ENGAGEMENT AND USER GROWTH

In our quest to explore new and innovative ways
of engaging with our customers, we launched
campaigns that catalyze engagement, enhance
reach and sustain growth while catering to the

varied needs of the modern-day investor. Utilizing
advanced technologies and creative storytelling,
we drive strategic investor acquisition and retention
campaigns that resonate with our audience. Digital
excellence and effective communication lie at the
heart of our approach, ensuring that our messaging
is relevant and impactful. Through this dual focus
on innovation and connection, we drive meaningful
interactions, nurture lasting relationships and
ultimately propel user growth.

NIMF works on driving digital engagement forward
by harnessing the capabilities of several key
technological and innovative enablers:

• Intelligent Al/ML engagement: Revolutionizing
engagement through the strategic fusion of
Artificial Intelligence and machine learning
capabilities, we are unlocking new frontiers in
personalized and data-driven segmentation
approach. This empowers us to distil complex
investor profiles into distinct segments, facilitating
thedeliveryof tailored comm unications, enhanced
engagement for effective investor outreach.

• Key Focus on Early Adoption: As part of
our ongoing efforts to reach out to the next
generation of investors, we took a series of
strategic initiatives aimed at Gen Z. To effectively
engage this audience, we leveraged AI - Driven
Campaigns and curated content tailored to their
preferences. Our strategy centred on utilizing
formats that resonate with the Next Gen with
Campaigns like #SIPKaSWAG, K-Drama Series
and Employee Generated Content aimed at
maximum impact and engagement.

• Impact Reach driven via Influencers: We

partnered with influencers strategically targeting
the next generation of investors by aligning
with their communication style and learning
preferences. Our focus was on curating a
strategy that resonates with the unique behavior
and insights of the Next Generation. We drew a
seamless integration between mutual funds
and topics like Dating, Travel and Lifestyle which
resonate the most with Gen Z making mutual
funds "fun" via "fun-fluencers".

• Driving Real-Time In-App Engagement:

Through Adobe Target Nudges we significantly
enhanced in-app experiences by delivering
personalized, intelligent and intuitive prompts.
These real-time, contextually relevant nudges
such as Market Movement, SIP Top-Up,
Redemption nudges which optimize user journey,
ensuring a seamless and engaging experience
tailored to individual needs.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned
foreign exchange equivalent to H 25.66 Cr (Previous
Year: H 19.35 Cr). The Company spent foreign
exchange equivalent to H 12.47 Cr (Previous Year:
H 10.46 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Section 134(5) of the Act,
the Directors confirm that -

(i) I n the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and that there are no material
departures;

(ii) The Directors have selected such accounting
policies in consultation with the Statutory
Auditors'' and have applied them consistently
and made judgments and estimates that
were reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit
of the Company for the year under review;

(iii) The Directors have taken proper and sufficient
care to the best of their knowledge and ability
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) The Directors have prepared the annual
accounts of the Company on a ''going
concern'' basis;

(v) The Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered
into/ by the Company during the financial year
under review with related parties were on an arm''s
length basis and in the ordinary course of business.
There were no materially significant related party
transactions which could have potential conflict
with the interest of the Company at large. During
the year, the Company had not entered into any

contract / arrangement / transaction with related
parties which could be considered material in
accordance with the policy of the Company on
materiality of related party transactions.

All Related Party Transactions were placed before
the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the
transactions which were of a repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted were reviewed and statements
giving details of all related party transactions were
placed before the Audit Committee and the Board
of Directors for their review on a quarterly basis. The
policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website
at the following link: https://mf.nipponindiaim.com/
InvestorServices/Pages/Investor-Policies.aspx

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

Your Directors draw attention of the members to
Note No. 28 to the financial statement which sets out
related party disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed
by the Regulators/ Courts which would impact
the going concern status of the Company and its
future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR
ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

The Company, being asset manager to NIMF,
invests in various debt market instruments (non¬
convertible debentures) issued by various issuers.
In order to realize the debenture outstanding''s, the
Company has filed certain applications under the
Insolvency and Bankruptcy Code, 2016. The Mutual
Fund Division of the Company is a respondent party
to an IBC proceeding filed in the matter of Reserve
Bank of India v. Dewan Housing Finance Corporation
Limited pending before the Hon''ble NCLT, Mumbai.
The Portfolio Management Services Division of the
Company has filed:

(a) IBC proceedings against Fortuna Buildcon
India Private Limited in November 2017 before
the Hon''ble NCLT, Bangalore, wherein currently
the resolution plan has been approved by the
Hon''ble NCLT vide order dated 18^th December
2024. IBC (Personal Insolvency) proceedings
were filed in Hon''ble NCLT against the surviving

brother of the key deceased promoter and the
legal heirs of the key deceased promoter. NCLT
dismissed the matter against the legal heirs of
the key deceased promoter against which an
application is filed in Hon''ble NCLAT, Chennai.
The hearings are underway. As regards the
surviving brother, Hon''ble NCLT admitted
the matter vide order dated 30^th July 2024.
The Personal Insolvency process is currently
underway.

(b) Three (3) IBC proceedings against three (3)
Biodiversity Conservation India Private Limited
group companies (BCIL Zed Ria Properties
Private Limited, BCIL Red Earth Developers India
Pvt. Ltd. and Biodiversity Conservation India
Private Limited) were filed in December 2017
before the Hon''ble NCLT, Bangalore. The NCLT
approved resolution plans in BCIL Zed Ria
Properties Private Limited and in BCIL Red Earth
Developers India Pvt. Ltd., which are currently
under implementation while Biodiversity
Conservation India Private Limited is currently
under liquidation. The Company is also a
respondent to two (2) appeals in BCIL Red Earth
Developers India Private Limited and in three
(3) appeals in BCIL Zed Ria Properties Private
Limited, before Hon''ble NCLAT, Chennai, which
have been filed challenging the approved
resolution plans.

(c) IBC proceedings have been filed against the
promoters of Biodiversity Conservation India
Private Limited in November 2020 before Hon''ble
NCLT, Bangalore which are currently at a pre¬
admission stage.

(d) IBC proceeding filed against Green Valley
Shelters Private Limited in December 2019,
before Hon''ble NCLT, Chennai, was admitted in
August 2021, however the proceedings were
temporarily stayed under an order of the
Supreme Court. The Supreme Court has
dismissed the matter in February 2025 and
the Corporate Insolvency Resolution Process
("CIRP") is underway. The Committee of
Creditors ("COC") has approved a Resolution
Plan submitted by the Resolution Applicant in
March 2025. The Resolution Professional has
filed the approved Resolution Plan with Hon''ble
NCLT, Chennai for final approval and hearings
are underway.

(e) An IBC proceeding filed against the promoters
of Green Valley Shelters Private Limited in
October 2020 before the Hon''ble NCLT, Chennai
is at the pre-admission stage and hearings
are underway.

(f) An IBC proceeding was filed against Arkie Atelier
Design India Private Limited, being the corporate
guarantor for the debentures issued by Green
Valley Shelters Private Limited in November
2021. NCLT passed and ex-parte order which

was challenged in the Hon''ble NCLAT, Chennai.
The hearings are underway.

OTHER DISCLOSURES

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

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

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

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

• There is no loan taken by the Company hence
disclosure with respect to one-time settlement
entered into with any Bank or financial institutions
does not arise.

• There was no instances of deviation(s) /
variation(s) in utilisation of IPO proceeds.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

As on March 31, 2025, your Company had 1,104
employees and for the previous year, your Company
had 1,004 employees. Disclosures relating to the
remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, also
form part of this Report. However, having regard to
the provisions of Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being
sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining
the said information may write to the Company
Secretary and upon such request the information
shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

Your Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee ("ICC") has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this Policy. Following is a summary of sexual
harassment complaints received and disposed off
during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of Listing Regulations,
top 1000 listed entities by market capitalisation
have to publish a Business Responsibility and
Sustainability Report ("BRSR"). BRSR for the year
under review as stipulated under Listing Regulations
is presented in a separate section forming part
of this Annual Report. Further, the Company is
in the process of obtaining report on assurance
of the BRSR Core, consisting of a set of Key
Performance Indicators (KPIs) / metrics under nine
(9) Environmental, Social & Governance attributes
for the financial year ended March 31, 2025 by
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
the Statutory Auditors of your Company and will be
forming part of this Annual Report.

AWARDS AND RECOGNITIONS

FY''25 has been a year of some key recognitions and
accolades coming the Company''s way. NAM India
has been recognised across various parameters
of Employee Experience, Engagement and superior
culture by W.E. Global Employees'' Choice award
which is different from all other awards as it is based
on the multigenerational model that gives you the
engagement and experience feedback of Gen Z,
Millennials, Gen X and Baby boomers. These awards
are conferred purely basis the objective feedback
provided by its employees, in the survey.

NAM India is among the companies across all
the sectors who participated and proudly shares
this elite platform with some of the other reputed
organizations in the country. It is indeed a moment
of pride that your organization has scaled yet
another summit and reaffirmed its place as
the #EmployerOfChoice having won across
most categories.

Your Company has won across below categories:

Company Awards	Leadership Awards
Global Employees'' Choice Award
Diversity & Inclusion Award	Best CEO Award 2024
Company with Best State of Well¬ Being	Sundeep Sikka
Best Company for Gen Z
Best Company for Gen Y	Best chro Award 2024 Rajesh Derhgawen
Company with Best Managers

Nippon India Corporate Bond was awarded the 2024
Morningstar''s Best Corporate Bond Fund highlighting
our process and fund management robustness.

We have also bagged award in the category of
Innovative Practice for our digital Platforms - Investor
Portfolio Dashboard & Business Easy Digital Suite.

Additionally, this year was phenomenal where
we have won multiple awards by our Information
technology team where Abhinav Pandey won
amongst the Top 5 AI Disruptors - Individual
Category by ET Now for "Nippon GPT: Revolutionizing

Employee Productivity and Customer Experiences
with Generative A I." (Sep 2024) Anuja Kalekar:
Awarded by ET Now for "NAMI Data Genie: The Data
Intelligence Marvel Unlocking Business Prowess".
(Sep 2024). Nippon Life India Asset Management:
Awarded by ET Now for "Integrating AI with Key
Functions" (Sep 2024). Abhijit Shah: CTO 100 Awards
For "Business Innovators with Cloud and Generative
AI, Nippon GPT & Data Genie" (Sep 2024)Nippon Life
India Asset Management: Awarded by ET Now for
Smart Data Applications & Software (June 2024).
Nippon Life India Asset Management: Awarded by ET
Now for Modern Data Architecture & Infrastructure
(June 2024).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere
appreciation for the co-operation received from
various regulatory and governmental authorities
including SEBI, RBI, Registrar of Companies,
Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO,

CMPFO, Stock Exchanges, Depositories, Custodians,
Bankers, Registrar and Share Transfer Agent
Shareholders, Investors, and all other business
constituents during the year under review. We
believe all of them have contributed to our
continued growth.

Your Directors also wish to place on record their deep
appreciation for the total commitment displayed by
all the executives, officers and staff, resulting in yet
another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Parekh Sundeep Sikka

Independent Executive Director &

Director Chief Executive Officer

(DIN: 06559989) (DIN: 02553654)

Place: Mumbai
Date: April 28, 2025

---

Mar 31, 2025

Your Directors take pleasure in presenting their 30^th Annual Report on the business and operations of your
Company, together with the audited financial statements, for the year ended March 31, 2025.

Your Company endeavours to remain one of the leading players in the Asset Management business in
India and keep exploring opportunities for enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI is one of the largest
life insurers in the world managing assets of over USD 580 billion. It has a large global network with presence
across US, Europe, Asia, and Australia along with over 130-year track record in Life Insurance business as
well as global investments across Asset Management companies. This pedigree brings strong synergistic
benefits that very well complements your Company''s domestic expertise in the Asset Management
business and provides a thrust to its significant growth potential. Your Company expects substantial upside
in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s
global positioning & relationships.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the Indian Accounting Standards ("IND AS") notified under
Section 133 of the Companies Act, 2013 ("the Act") [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis)
of the Company for the year ended March 31, 2025 are as follows:

	Consolidated		Standalone
Description	Year ended March 31, 2025	Yearended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Gross Income	2520.72	2037.34	2348.28	1877.08
Profit before exceptional item and tax	1694.32	1352.48	1654.67	1294.48
Exceptional Items	-	-	-	-
Profit Before tax	1694.32	1352.48	1654.67	1294.48
Current Tax	377.54	227.66	365.84	228.55
Deferred Tax	31.05	18.57	36.60	18.70
Profit for the year	1285.73	1106.25	1252.23	1047.23
Share of Profit from Associates	0.66	1.07	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(4.82)	(1.26)	(4.51)	(1.18)
Balance carried to Balance Sheet	1281.57	1106.06	1247.72	1046.05
Basic EPS of H 10 each	20.34	17.71	19.79	16.75
Diluted EPS of H 10 each	20.03	17.53	19.49	16.58

The Consolidated Financial Statements of the Company forms part of this Annual Report.

OPERATION HIGHLIGHTS

As you are aware that your Company acts as the asset manager to Nippon India Mutual Fund ("NIMF"), which
is one of the largest Mutual Funds in India, in terms of the Quarterly Average Assets under Management
("QAAUM") as on March 31, 2025.

The QAAUM of NIMF as on March 31, 2025 was H 5,57,199 crore comprising of H 2,77,377 crore of Equity,
H 83,397 crore of Debt, H 42,571 crore of Liquid Funds and H 1,53,854 crore of ETF assets. It may be noted that
the QAAUM of NIMF as on March 31, 2024 was H 4,31,308 crore comprising of H 2,12,252 crore of Equity, H 68,135
crore of Debt, H 39,379 crore of Liquid Funds and H 1,11,542 crore of ETF assets.

Overall QAAUM of NIMF has increased by 29.2% during the financial year 2024-25, while the Indian Mutual
Fund Industry witnessed an overall positive growth of 24.6% in terms of QAAUM (Source: AMFI).

New Schemes Launched:

During the year under review, Nippon India Mutual Fund launched the following new schemes:

Name of Scheme	Type	Structure
Nippon India Active Momentum Fund	Open	Equity
Nippon India Nifty 500 Momentum 50 Index Fund	Open	Other - Index Funds
Nippon India Nifty 500 Equal Weight Index Fund	Open	Other - Index Funds
Nippon India Nifty Auto Index Fund	Open	Other - Index Funds
Nippon India Nifty Realty Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Dec 2026 Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Jan 2028 Index Fund	Open	Other - Index Funds

As on March 31, 2025, NIMF has a well-rounded portfolio of 105 schemes under various categories such as
Equity, Debt, Hybrid, Exchange Traded Fund, Fixed Maturity Plans and Interval Funds.

DETAILSOF MATERIAL CHANGESANDCOMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE FINANCIAL YEAR END AND
THE DATE OF THIS REPORT

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year 2024-25 and the date of
this Report.

DIVIDEND

During the year, the Company had declared and
paid an interim dividend of g 8.00 per equity share of
g 10/- each amounting to g 506.58 Crore. The Board
has also recommended a final dividend of g 10.00 per
equity share of g 10/- each for the financial year ended
March 31, 2025, for the approval of the Shareholders
at the ensuing Annual General Meeting ("AGM").
With this the total dividend for the financial year
2024-25 would be approximately g 1141 Crores,
including the interim dividend of g 8.00 per equity
share distributed in November 2024. The Final
dividend, if declared, will be paid on and from July
21, 2025.

The dividend pay-out is in accordance with the
Company''s Dividend Distribution Policy which
is placed on the Company''s website at https://
mf.nipponindiaim.com/lnvestorServices/Pages/
Investor-Policies.aspx.

AMOUNT TO BE CARRIED TO RESERVES

There is no amount proposed to be transferred to
the reserves. For complete details on movement
in Reserves and Surplus during the financial year
ended March 31, 2025, please refer to the Statement
of Changes in Equity included in the Financial
Statements of the Company forming part of this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for
the year under review as stipulated under SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is presented
in a separate section forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements
of the Company forming part of this Annual Report.

DEPOSITS

During the year, your Company has not accepted
any deposits within the meaning of Sections 73 and
74 of the Act read together with the Companies
(Acceptance of Deposits) Rules, 2014. Further,
there are no outstanding or unclaimed deposits,
unclaimed / unpaid interest, refunds due to the
deposit holders or to be deposited to the Investor
Education and Protection Fund as on March 31, 2025.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of
employee ownership and to attract, retain, motivate
and incentivize senior as well as critical talent, the
Company has formulated the following Employee
Stock Option Plan(s) / Scheme(s):

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2017 ("NAM INDIA
ESOP 2017") as its stock option scheme, which was
launched in August 2017.

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2019 ("NAM INDIA
ESOP 2019") as its stock option scheme, which was
launched in July 2019.

• Nippon Life India Asset Management Limited

- Employee Stock Option Scheme 2023 ("NAM
INDIA ESOP 2023") as a stock option scheme and
Nippon Life India Asset Management Limited

- Performance Linked Stock Unit Scheme 2023
("NAM INDIA PSU 2023") as a stock unit scheme,
which were launched in October 2023.

During the year, there has been no material variation
in the terms of aforesaid Plans and Schemes and
the same are in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB

& SE Regulations"). No employee was issued stock
option/unit, during the year equal to or exceeding
1% of the issued capital of the Company at the time
of grant.

The certificate from the Secretarial Auditors of the
Company confirming the compliance of the SBEB &
SE Regulations with respect to the aforesaid Plans
and Schemes of the Company will be available for
inspection through electronic mode. Any member
interested in obtaining the same may write to the
Company Secretary. The details as required to be
disclosed under SBEB & SE Regulations are placed on
the Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/ESOP-Disclosure.aspx

CAPITAL STRUCTURE

During the Financial year 2024-25, the Company
issued and allotted 47,03,902 Equity Shares to
eligible employees on exercise of options granted
under the Employee Stock Option Plan(s) of the
Company. Hence, the issued, subscribed, and paid-
up capital of the Company was 63,47,02,632 Equity
Shares of H 10 each as on March 31, 2025.

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

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

b) sweat equity shares.

The Equity History of the Company has been
provided in the Corporate Governance Report.

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company maintains a strong focus on
Compliance and Risk Management as these are
essential elements for its long-term success. The
compliance and risk functions are managed by a
dedicated and experienced team of professionals.
The management has a zero tolerance towards risk
and compliance failures or breaches.

There exists a comprehensive Compliance Manual,
which is reviewed by your Board of Directors from
time to time and it facilitates the Company''s
Compliance team to monitor various compliance
requirements effectively & comprehensively. Your
Board of Directors have also constituted a Risk and
Compliance Committee, which is chaired by the ED &
CEO and which has the Chief Legal and Compliance
Officer, and other senior & relevant functionaries
as its members. This Committee meets at least
once in a quarter to discuss and deliberate issues
pertaining to compliance and other regulatory
developments. The Compliance team regularly
conducts educative training programs for various
segments within the organization.

Your Company also has a comprehensive Risk
Management Policy that envisages a structured
and consistent enterprise-wide risk management

framework, based on the three lines of defence
model, to ensure that risk management processes
are consistently applied across the organization
and provide reasonable assurance regarding
achievement of organization''s objectives.

The Risk Management Policy clearly sets out the
objectives & elements of risk management within
the organization, including the constitution of an
independent Risk Management department headed
by the Chief Risk Officer (reporting directly to the ED
& CEO), Risk Management Committees at executive
and Board levels. The policy also defines the roles
and responsibility of all the CXOs towards risk
management as part of first line of defence model.

Your Company promotes risk awareness culture
throughout the organization and risk management
is an integral part of decision making and day-to¬
day operations of all activities at all levels across
the organization. There are well documented and
Board approved policies and processes to address
and mitigate various risks to which the Company is
exposed. The Company also has a robust business
continuity plan which is tested on a periodic
basis to ensure uninterrupted operations. The Risk
department conducts various training programs on
various facets of risk management including cyber
risk awareness, conduct risk, operational risk, anti
money laundering etc.

The Company has a structured risk reporting
mechanism to ensure risks are monitored
and reviewed by the Chief Risk Officer, Senior
Management, Risk Management Committee and
Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has an Internal Control System
which is commensurate with the size, scale and
complexity of its business operations.

For effective risk management and control,
the Company has established structures and
responsibilities in line with the "Three Lines of
Defense" model, where 1^st line being business
operations, 2^nd line is the oversight functions like Risk
Management and Compliance and 3^rd line is Internal
Audit. To maintain its objectivity and independence,
the Internal Audit department reports to the
Audit Committee of the Board. The Internal Audit
department monitors and evaluates the efficacy
and adequacy of the internal control system in the
Company, its compliance with operating systems,
accounting procedures and policies. Based on
the report of the Internal Auditor, process owners
undertake corrective action in their respective
areas and thereby strengthen the controls. The
Internal Audit department follows up on pending
audit issues and ensures that corrective actions
have been taken. Significant audit observations, if
any, and corrective actions thereon, are presented
to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s
commitment to the highest standards of corporate
governance to enhance trust of all its stakeholders.
Strong & robust corporate governance practices
have facilitated your Company in standing up to
the continued scrutiny of domestic & international
investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule
V of the Listing Regulations is presented in a separate
section forming part of this Report.

A certificate from the Statutory Auditors of the
Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, conforming compliance to the
conditions of Corporate Governance as stipulated
under Para E of Schedule V of the Listing Regulations,
is enclosed with Corporate Governance Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and Listing
Regulations, the Company has formulated a Vigil
Mechanism to address the genuine concerns, if any.
The Whistle Blower policy can be accessed on the
Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/Investor-Policies.aspx.
It is affirmed that no person has been denied access
to the Chairperson of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social
Responsibility ("CSR"), your Company has
undertaken projects in the areas of promoting
healthcare, education, and rural development in
accordance with Schedule VII to the Act.

The Annual Report on CSR activities along with the
executive summary for Impact Assessment Reports
of the applicable projects, in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, is annexed herewith as
Annexure A and the complete Impact Assessment
Reports of the applicable projects are available on
the Company''s website at https://mf.nipponindiaim.
com/csr/.

SUBSIDIARIES & ASSOCIATE COMPANY

As on March 31, 2025, your Company had two (2)
subsidiaries. One of such subsidiaries is in overseas
i.e., in Singapore and other one is in India. Both
the subsidiaries of the Company are engaged in
financial services and related activities. In addition,
your Company also has an associate company in
India, which has already surrendered its business
license/ regulatory approval to act as a Pension
Fund Manager. This particular Company currently
has no business operations, and it is therefore
proposed to be wound up, in accordance with the
applicable laws.

A statement w.r.t. the performance and the financial
position of the subsidiary companies is presented in
the Management Discussions and Analysis Report
forming part of this Annual Report. The policy for
determining material subsidiary companies may
be accessed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx

The annual accounts of the subsidiary companies
is placed on the website of the Company. Pursuant
to Section 129(3) of the Act, a statement containing
salient features of the financial statements of
the subsidiary and associate companies in
the prescribed Form AOC-1 forms part of this
Annual Report.

Except for the above subsidiaries, your Company
does not have any other subsidiary or an associate
company or a joint venture during the year
under review.

KEY MANAGERIAL PERSONNEL

During the year under review, the following
employees were the ''Key Managerial Personnel'' of
the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief
Executive Officer ("ED & CEO");

b) Mr. Ajay Patel - Manager;

c) Mr. Valde Varghese - Company Secretary &
Compliance Officer*;

d) Mr. Parag Joglekar - Chief Financial Officer**;

e) Ms. Nilufer Shekhawat - Company Secretary &
Compliance Officer #; and

f) Mr. Amol Bilagi - Interim Chief Financial Officer@;

*appointed as the Company Secretary & Compliance Officer
w.e.f. July 1, 2024

**appointed as the Chief Financial Officer w.e.f. September 19,
2024

#ceased as the Company Secretary & Compliance Officer
w.e.f. June 3, 2024

@ceased as the Interim Chief Financial Officer w.e.f. September
19, 2024

DIRECTORS

In accordance with the provisions of Section 152
of the Act read with the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and
the Articles of Association of the Company,
Mr. Hiroki Yamauchi (DIN: 08813007), Non-Executive
(Nominee) Director, is liable to retire by rotation at
the upcoming AGM of the Company scheduled to be
held on July 18, 2025, and being eligible has offered
himself for re-appointment. Necessary proposal for
his re-appointment will be placed for your approval
at the upcoming AGM. The brief resume and other
related information have been detailed in the Notice
convening the AGM of the Company. The Board of
Directors recommends his re-appointment as Non¬
Executive Director of the Company.

During the year, Ms. Ameeta Chatterjee
(DIN: 03010772), ceased to be an Independent
Director of the Company w.e.f. close of business
hours on March 23, 2025 upon completion of her
second term as an Independent Director of the
Company. The Board of Directors of the Company
placed on record its sincere appreciation for the
valuable contribution and guidance provided by
Ms. Chatterjee during her association with the
Company as an Independent Director. The Board
of Directors of the Company at its meeting held
on March 12, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mrs. Sonu Bhasin
(DIN: 02872234) as an Additional Director, designated
as an Independent Director w.e.f. March 23, 2025.
Further, as required under Regulation 17(1C) of the
Listing Regulations, the Company had on April 24,
2025, obtained approval of the shareholders of the
Company through Postal Ballot for appointment of
Mrs. Sonu Bhasin as an Independent Director of the
Company for a term of five (5) consecutive years,
w.e.f. March 23, 2025.

Pursuant to the provisions of Sections 149 and 152 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualifications of Directors) Rules,
2014, along with Schedule IV of the Act and Listing
Regulations, Mr. Ashvin Parekh (DIN: 06559989)
was appointed as an Independent Director of the
Company for a term of five (5) consecutive years
w.e.f. August 1, 2020 to July 31, 2025, (''first term/
current term'') by the shareholders of the Company
on March 17, 2021, vide Postal Ballot. Thus, the current
term of Mr. Parekh as an Independent Director of the
Company will be ending on July 31, 2025.

Considering his knowledge, skills, background,
experience and contributions made over the years
as an Independent Director of the Company and
on the basis of his performance evaluation, the
Board believes that his continued association as an
Independent Director would be of immense benefit
to the Company. Accordingly, the Board of Directors
of the Company, based on the recommendation
of the Nomination and Remuneration Committee
has re-appointed Mr. Parekh as an Independent
Director of the Company for a second term of five
(5) consecutive years commencing from August
1, 2025 to July 31, 2030, subject to the approval of
the shareholders of the Company, through special
resolution at the ensuing AGM. In compliance with
the provisions of Regulation 17(1 A) of the Listing
Regulations, the approval of the shareholders of the
Company by special resolution is also sought for
re-appointing Mr. Parekh, who would be attaining
the age of 75 years during his second term of
appointment as an Independent Director. The
resolution for aforesaid re-appointment along
with the brief profile and other related information
of Mr. Ashvin Parekh form part of the Notice
convening the AGM of the Company. The Board of

Directors recommends his re-appointment as an
Independent Director of the Company.

Post the year under review, Mr. Tomohiro Yao
ceased to be a Non-Executive (Nominee) Director
of the Company w.e.f. April 28, 2025, on account of
resignation due to change in management team of
NLI. The Board of Directors of the Company placed
on record its sincere appreciation for the valuable
contribution and guidance provided by Mr. Tomohiro
Yao during his association with the Company as a
Non-Executive Director.

The Board of Directors of the Company at its meeting
held on April 28, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mr. Kosuke Kuroishi
(DIN: 11069118) as an Additional (Non-Executive)
Director of the Company (Nominee of NLI, Promoter
of the Company) w.e.f. April 28, 2025 to hold office
up to the date of the ensuing AGM of the Company,
and thereafter, subject to the approval of the
shareholders of the Company, as a Non-Executive
(Nominee) Director of the Company, liable to retire
by rotation. The resolution for aforesaid appointment
along with the brief profile and other related
information of Mr. Kosuke Kuroishi form part of the
Notice convening the AGM of the Company. The
Board of Directors recommends his appointment as
a Non-Executive (Nominee) Director of the Company.

All the Independent Directors of your Company i.e.,
Mr. Upendra Kumar Sinha, General Ved Prakash
Malik (Retd.), Mrs. Sonu Bhasin, Mr. Ashvin Parekh
and Mr. B. Sriram have already furnished the
required declarations that they meet the criteria of
independence as laid down under Section 149(6) of
the Act and Listing Regulations.

In terms of Section 150 of the Act read with Rule 6(3)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, all Independent Directors
of the Company have confirmed that they
have registered themselves with the databank
maintained by the Indian Institute of Corporate
Affairs, Manesar ("IICA"). Further, in terms of Rule 6(4)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, one (1) Independent Director
has passed the Online Proficiency Self-Assessment
test conducted by IICA and the other four (4)
Independent Directors were not required to appear
for the said test as required by IICA as they fulfil the
exemption criteria stipulated under Rule 6(4) of the
Companies (Appointment and Qualifications of
Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite expertise,
experience & proficiency and are people of high
integrity and repute. They fulfil the conditions
specified in the Act and the Rules made thereunder
and Listing Regulations and are independent of
the management.

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

PERFORMANCE EVALUATION OF DIRECTORS, BOARD
AND COMMITTEES

Your Company has devised a policy for the
performance evaluation of the individual directors,
Board and its Committees, which also includes
the criteria for carrying out the said performance
evaluation. Pursuant to the provisions of the Act
and Regulation 17(10) of Listing Regulations and as
prescribed in the stated policy of the Board, the Board
has carried out an annual performance evaluation
of (i) its Chairperson (ii) the Directors (independent
and non-independent); (iii) itself (as a whole); and
(iv) its committees. The Board performance was
evaluated based on inputs received from the Board
members after considering criteria such as Board
composition and structure, effectiveness of Board
/ Committee processes, and information provided
to the Board, etc. In terms of the requirements of
the Act and Listing Regulations, a separate meeting
of the Independent Directors was also held during
the year.

BOARD AND COMMITTEE MEETINGS

During the year ten (10) Board meetings were held,
which includes two (2) joint Board Meetings between
the Board of the Company ("AMC") with the Board
of the Trustees as stipulated in SEBI Master Circular
no. SEBI/ho/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

Your Directors wish to inform that the functioning of
the Board is supplemented by various committees
(Board committees and management committees),
which have been constituted from time to time, such
as Audit Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee, Risk
Management Committee, Unit Holder Protection
Committee, IT Strategy Committee, Valuation
Committee, Investment Committee, Risk and
Compliance Committee, Allotment Committee,
Broker Empanelment Committee, Operating
Committee, Stewardship Committee, Proxy Voting
Committee, Technology Committee, etc. to name
a few. Each of the aforesaid Committees has been
constituted in order to ensure due compliance with
the applicable laws and to ensure that the highest
levels of corporate governance are followed and
practiced. The minutes of the meetings of each of
these Committees are duly placed before the Board
of Directors for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the
Act, Regulation 18 of the Listing Regulations and
Paragraph 6.1.2 of the SEBI Master Circular no. SEBI/
HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated June 27,

2024, the Audit Committee of the Company consists
of seven (7) members including a majority of
Independent Directors. As on date of this report, it
comprises of five (5) Non - Executive Independent
Directors of the Company viz. Mr. Ashvin Parekh
[Chairperson], Mrs. Sonu Bhasin, General Ved Prakash
Malik (Retd.), Mr. B. Sriram, Mr. Upendra Kumar Sinha
and two (2) Non - Executive Non-Independent
Directors of the Company viz. Mr. Minoru Kimura and
Mr. Kosuke Kuroishi as its members.

During the year, nine (9) meetings of the Audit
Committee were held, which includes one (1) joint
Audit Committee meeting between the Audit
Committee of the AMC and the Audit Committee of
the Trustees and one (l) meeting to interact with the
Statutory and Internal Auditors of the Mutual Fund
Schemes without the engagement of management
of the AMC as stipulated in SEBI Master Circular
No. SEBI/HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

There have been no instances where the Board
has not accepted any recommendation of any
Committee of the Board which is mandatorily
required, during the financial year.

Other relevant details in this regard have been
provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 19 of the Listing Regulations, the
Nomination and Remuneration Committee of the
Company consists of seven (7) members including
a majority of Independent Directors. As on date of
this report, it comprises of seven (7) Directors out
of which five (5) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.)
[Chairperson], Mrs. Sonu Bhasin, Mr. Ashvin Parekh,
Mr. B. Sriram, Mr. Upendra Kumar Sinha and two
(2) Non - Executive Non-Independent Directors of
the Company viz. Mr. Minoru Kimura and Mr. Hiroki
Yamauchi as its members.

During the year, three (3) meetings of the Nomination
and Remuneration Committee were held. Other
relevant details in this regard have been provided in
the Corporate Governance Report.

In terms of the requirements under the Act and SEBI
Listing Regulations, your Company has in place a
policy w.r.t. thedirector''s appointment, remuneration,
criteria for determining qualifications, attributes,
independence of a director. The remuneration
paid to the Directors, Key Managerial Personnel
and Senior Management is as per the Nomination
and Remuneration Policy of the Company. The
Nomination and Remuneration Policy has been
provided as Annexure B to the Board''s Report and
is also placed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the
Act, the Corporate Social Responsibility ("CSR")
Committee of the Company consists of five (5)
members. As on date of this report, it comprises of five
(5) Directors out of which two (2) are Non - Executive
Non-Independent Directors of the Company viz.
Mr. Hiroki Yamauchi [Chairperson], and Mr. Kosuke
Kuroishi, two (2) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.) and
Mrs. Sonu Bhasin and one (1) Executive Director viz.
Mr. Sundeep Sikka as its members.

During the year, four (4) meetings of the CSR
Committee were held. Other relevant details in
this regard have been provided in the Corporate
Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations,
the Stakeholders'' Relationship Committee of
the Company consists of three (3) members. As
on date of this report, it comprises of three (3)
Directors of the Company out of which one (1) is
Non - Executive Independent Director viz. Mrs. Sonu
Bhasin [Chairperson], one (1) is Non - Executive
Non-Independent Director viz. Mr. Hiroki Yamauchi
and one (1) Executive Director of the Company viz.
Mr. Sundeep Sikka as its members.

During the year, two (2) meetings of the Stakeholders''
Relationship Committee were held. Other relevant
details in this regard have been provided in the
Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the
Listing Regulations and Mutual Fund Regulations,
the Company has constituted a Risk Management
Committee of the Board which consists of seven (7)
members. As on date of this report, it comprises of
six (6) Directors of the Company out of which two (2)
are Non-Executive Non-Independent Directors viz.
Mr. Hiroki Yamauchi [Chairperson] and Mr. Kosuke
Kuroishi, three (3) are Non-Executive Independent
Directors viz. Mr. Ashvin Parekh, Mr. Upendra Kumar
Sinha and Mr. B. Sriram, one (1) is Executive Director
viz. Mr. Sundeep Sikka and the Chief Risk Officer of
the Company viz. Mr. Rishi Garg as its members.

During the year, four (4) meetings of the Risk
Management Committee of the Board were held.
Other relevant details in this regard have been
provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND
INTERNAL

Statutory Auditors:

In terms of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
(ICAI FRN: 101248W/W-100022) were re-appointed as
the Statutory Auditors of your Company for a period
of 5 continuous years i.e. from the conclusion of
28^th AGM till the conclusion of 33^rd AGM of
the Company.

The Auditor''s Report on the financial statements
of the Company for the financial year ended
March 31, 2025 forms part of this Annual Report.
The observations and comments given by the
Statutory Auditors in their report read together with
notes on financial statements are self-explanatory
and hence does not require any further comments
in terms of Section 134 of the Act.

In terms of Section 143(12) of the Act, the said
Auditors of the Company have not reported any
instance of fraud having taken place during the
year under review.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as the Internal Auditors of your Company
for the financial year 2024-25.

AUDITORS OF THE SCHEMES OF NIPPON INDIA
MUTUAL FUND - STATUTORY AND INTERNAL

In accordance with the applicable provisions of law,
the Company has appointed Statutory and Internal
Auditors for various Schemes of Nippon India
Mutual Fund, who periodically submit their reports,
which are placed before the Audit Committee
for discussion, review and implementation of
their recommendations.

Statutory Auditors :

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants were appointed as Statutory Auditors
of the Schemes of Nippon India Mutual Fund for the
financial year 2024-25.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as Internal Auditors of the Schemes
of Nippon India Mutual Fund and the Portfolio
Management Services division of the Company, for
the financial year 2024-25.

SECRETARIAL STANDARDS

During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
your Directors had appointed M/s. M. Siroya and
Company, Company Secretaries to undertake the
Secretarial Audit of the Company for the financial

year 2024-25. In this regard, the Report submitted
by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform you that the
report from the Secretarial Auditors does not contain
any qualifications or reservation or other adverse
remarks. In terms of Section 143(12) of the Act, the
said Auditors of the Company have not reported
any instance of fraud having taken place during the
year under review.

Further, in terms of amended provisions of
Regulation 24A of the Listing Regulations, the Board
has appointed and recommended appointment of
M/s. Siroya and BA Associates, Practicing Company
Secretaries as Secretarial Auditors of the Company
for a term of five (5) consecutive financial years
commencing from April 1, 2025 till March 31, 2030.
The appointment will be subject to shareholder''s
approval at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company has been
placed on the website of the Company and can
be accessed at https://mf.nipponindiaim.com/
AboutUs/FinancialReports/Pages/Annual-Return.
aspx.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The operations of the Company do not consume
high levels of energy. Adequate measures have been
taken to conserve energy wherever feasible. Your
Company uses the latest technology and energy -
efficient equipments. Your Company only uses LED
lights and 5-star air-conditioning for majority of
offices. As energy cost forms a very small part of the
total costs, the impact on cost is not material.

Technology Absorption, Adaptation and
Innovation:

At Nippon India Mutual Fund ("NIMF"), our
commitment to a robust digital-first approach is
paramount and it is evident in our customer-centric,
seamless, and frictionless digital experiences. We
continue to lead the industry''s digital transformation
through innovative and cutting-edge initiatives.
Here is an overview of some key, needle-moving
initiatives delivered in the year gone by:

• Focus on Artificial Intelligence (AI)

The AI/ML initiatives have significantly enhanced
campaign performance and optimization,
covering ~2.17 Cr. customers, enhancing customer
engagement and improving conversions. Our
ML-based propensity to buy campaigns have

significantly contributed to revenue growth,
adding H 1,770 Cr. in incremental gross sales in
the last six months (from August 2024 to February
2025). By leveraging AI-powered insights, we
continue to refine our targeting strategy, ensuring
higher efficiency and impact in future campaigns.

Nippon GPT is making strides in automating
workflows and improving organizational
efficiency, with current adoption spanning across
employees and the sales team. With vernacular
capability, the platform efficiently handles
~120 user queries per day, saving manual effort
equivalent. Additionally, AI-driven solutions have
been successfully implemented for the Equity
Investment Research Team and Fixed Income
Research Team, providing deeper insights and
faster decision-making. With the platform now
fully operational, we are poised to expand its
adoption across the organization for enhanced
productivity and automation.

• Data Digest Series

The Data Digest initiative continues to provide
valuable insights into sectoral, thematic, and
market trends, enabling data-driven decision¬
making. Our monthly mailers deliver detailed
information on new investor activity and
transaction trends, ensuring that stakeholders
remain updated on evolving market dynamics.
The data digest series focused on the theme
"Women and Wealth", providing insights into
the evolving landscape of female investors in
India. This edition highlighted the AAUM Share of
Women Investors and shared the Breakdown of
New Women Investors.

• Infrastructure initiatives

Our IT infrastructure continues to evolve with
SDWAN and Dual Link implementation, now
completed across 169 branches, delivering
99.75% uptime for SDWAN and 99% uptime for
dual link connectivity. As part of our End-User
Infrastructure Refresh Initiative, we have replaced
~810 assets in FY 2024, ensuring enhanced system
performance and security. Furthermore, we have
successfully implemented the Hardware Security
Module (hsm), providing stronger encryption,
decryption, and authentication mechanisms to
reinforce data security and integrity.

• Regulatory Compliance

We successfully launched the Trade Declaration
Compliance Platform (Velox), completing a
PAN India demo and training session for users.
Cybersecurity remains a top priority, with
Vulnerability Assessment and Penetration
Testing (VAPT) system, and cyber audits for H1
2024 completed with NIL observations. AI-driven
analytics have been implemented in the dealing
room, enhancing monitoring and compliance
adherence. Our Extended Detection and Response

(XDR) AV solutions have further strengthened
threat detection and response mechanisms,
ensuring a secure and resilient IT ecosystem.

As part of Regulatory Compliance with SEBI
circulars addressing potential market abuse,
including front-running and fraudulent
transactions, we have implemented advanced
tools for controls and checks.

- The Bloomberg Transaction Cost Analysis
(BTCA) tool provides a fully automated
surveillance workflow for trading activities
across asset classes.

- Real-time streaming data feeds for all symbols
have been integrated using Global Data Feeds
and Dion.

- The ICRA analytics tool has also been deployed
to generate suspicious alerts, ensuring robust
monitoring and compliance.

• Implementation of cloud initiatives

Continuing NAM India''s cloud journeys a few
initiatives on cloud where the infrastructure for
initiatives such as Data Lake, Analytics, new
core applications have been implemented on
the AWS cloud. A cloud first approach has been
implemented to take advantage of the features
that cloud offers. Our digital assets are all moved
from on premises to clouds that has led to
better availability and consistency across digital
channels. Our financial accounting software
has also been moved to a cloud environment,
leading to optimization of costs and availability.
The security profile of the cloud has also
been enhanced.

The Cybersecurity framework has been
strengthened with the rollout of Single Sign-On
(SSO) and Multi-Factor Authentication (MFA)
for SAP, enhancing security for end users. A
continuous VAPT initiative has been launched
to proactively identify and address potential
security vulnerabilities.

• Continued Process Automation across
Organization

Building on the impetus of automation initiated
during last FY, further processes across business
departments have been implemented. Many
processes across operations, digital, sales and
finance have been completed or in progress.
This has provided multiple benefits in terms of
processing times, reduced manual intervention
and resource optimization.

The automation of Disaster Recovery (DR) is
completed. We can switch to DR setup on a single
click, this will reduce the downtime and data
replication timelines resulting in minimizing the
data loss.

DIGITAL ADOPTION AND INNOVATION

Being a future-ready mutual fund business, we at
NIMF have embraced technological innovation
and adapted to changing consumer preferences
to thrive in this era of democratized investing. We
are continuously reshaping traditional financial
services delivery, embracing a new identity as a
forward-thinking Digitech enterprise that unlocks
value for business and reimagines investments for
the modern investor.

NIMF is leveraging several key technological
enablers to accelerate its digital transformation:

• Mobile-First Ethos: NIMF has adopted a mobile-
first approach in designing its digital platforms,
ensuring seamless and user-friendly experiences
for investors. This strategy recognizes the
growing preference for mobile devices, and
hence captive apps, among users and prioritizes
the development of mobile applications
and interfaces.

• Platform-of-choice WhatsApp Integrations:

Recognizing WhatsApp as a preferred platform
for communication and transactions, NIMF
has integrated WhatsApp capabilities into
its framework. This enables investors and
distributors to initiate transactions and access
services effortlessly through the messaging app,
expanding accessibility and convenience.

• Advanced Analytics and AI: NIMF utilizes
advanced analytics and artificial intelligence
to gain insights into investor behavior and
preferences. This allows personalized experiences,
intelligent nudges, and targeted campaigns
tailored to specific audiences, enhancing
engagement and driving business growth.

• Strategic Partnerships with Tech Giants:

Collaborations with tech giants such as Google,
Meta (formerly Facebook), and Adobe provide
NIMF with access to innovative beta products and
best-in-class product suites. These partnerships
enable sharper targeting, real-time analytics,
and geo-localization strategies, enhancing
the effectiveness of digital campaigns and
outreach efforts.

• Digital Engagement Model: NIMF has developed
a comprehensive digital engagement model
inspired by e-commerce practices. This model
focuses on acquisition, onboarding, engagement,
and re-engagement of digital investors,
supported by data-driven insights and strategies
derived from digital behemoths like Google, Meta,
and Adobe.

DRIVING ACCELEARTED GROWTH THROUGH DIGITAL
BUSINESS

Building on the foundation of our robust digital-
first approach, NIMF Digital Business continued its
accelerated growth in FY25 by solidifying digital as a

core engine of our organization with more than 70%
fresh transactions driven by Digital Business Assets
and Integrations. Our commitment to delivering
customer-centric, seamless, and frictionless digital
experiences remains paramount as we continue
to lead the industry''s digital transformation
through innovative and cutting-edge initiatives,
focusing on strategies that directly translate to
measurable growth.

Digital Business now acts as a growth enabler
by amplifying digital engagement, expanding
distribution channels, enhancing operational
efficiency, leveraging data-driven insights, and
empowering distributors. Use of advanced analytics
and AI to create personalized customer journeys
with a mobile-first strategy continue to boost
acquisition and retention across Digital spectrum.
These initiatives solidified NAM''s digital leadership,
delivering exceptional value to customers
and stakeholders.

PIONEERING DIGITAL EXCELLENCE AND INNOVATION

At Nippon, the Digital Business has consistently
been at the forefront of the industry, championing
digital-first strategies. Its ultimate goal is to deliver
a seamless, inclusive, and intelligent investing
experience that drives AUM growth, enhances

investor retention, and fosters digital trust within the
mutual fund ecosystem.

To further enhance digital experiences, key platform
advancements were introduced:

1. Transforming Accessibility in Investing:
Introducing Voice Integration on our NIMF
Investor Android App:

We are delighted to announce a groundbreaking
feature on our Mutual Fund Android App - Voice
Integration - aimed at making investing easier,
inclusive, and empowering for all.

In line with our commitment to innovation and
inclusivity, this feature has been thoughtfully
designed to enable seamless transactions
through voice commands, ensuring that every
investor, including differently abled individuals,
can experience independence and ease in
managing their investments.

• What This Means to Us:

- Empowering Digitally: Voice-based
transactions empower individuals by
enabling them to take control of their
finances without relying on traditional
interfaces, making investing more intuitive
and user-friendly.

- Inclusive and Accessible: We at Nippon are committed to creating solutions that break barriers,
ensuring equal opportunities for all our investors by providing an intuitive, easy-to-use alternative
vis-a-vis traditional navigation.

- Conversational Commerce: We started this journey in 2019 and are not extending it to our other
Digital Assets. Conversational Commerce uses voice to offers a simplified and more engaging
way for users like yourself to learn and take action on their finances.

2. Nippon India Mutual Fund is now a part of
ONDC ecosystem:

NIMF also cemented its fintech leadership with
industry-first innovations. The first-ever Mutual
Fund transaction on ONDC at the Global Fintech
Fest 2024 marked a significant step towards
financial inclusion beyond B30 cities, taking
mutual funds to the heartlands of Bharat. Under
the Business Easy platform, targeted digital
training and adoption initiatives strengthened
partner engagement and operational risk
management. Additionally, multiple co¬
branded fintech collaborations positioned
Index Funds as a key growth driver.

3. Empowering Every Investor: Smarter

WhatsApp Investing with Vernacular Access:

• WhatsApp Vernacular for Investors (Hindi):

Vernacular WhatsApp will help us reach
and connect with regions of India that are
traditionally difficult to access. Additionally, it
makes our services more accessible to non¬
English speakers, ensuring inclusivity and
ease of use for a diverse population.

• WhatsApp (Investor) - Quick & Easy
Onboarding through Digi-Locker KYC

Non-KYC registered investors can now
complete their KYC instantly through our
WhatsApp platform. This seamless process
allows them to onboard themselves quickly
and hassle-free.

• Quick & Simple: Create a folio and Start Your
Investment Journey on WhatsApp (Investor
Distributor)

Investors/Distributors can now create folios
effortlessly through our WhatsApp platform.
They can initiate and complete a Lumpsum
or SIP transaction in just a few minutes.

PLATFORM EXPERIENCE AND ENHANCEMENTS

1. Cart Buying feature on Business Easy App

An e-commerce-like experience allowing
partners to add multiple schemes and initiate
transactions for their investors—Lumpsum
and SIP in a single transaction—boosting
convenience and efficiency. This will streamline
the investment process, reducing friction and
enhancing user engagement.

2. Business Easy 2.0 -iOS parity

A refreshed iOS experience with new features
like a partner dashboard, funds & performance
tracking, and a dedicated SIP corner. The
revamp aims to improve usability, provide
deeper insights, and make investment tracking
more intuitive for partners.

3. Enabling Debit Card Payment Mode for
Lumpsum Transactions

Debit Card payment not only provides an added
layer of flexibility, but also helps investors to
carryout high value online transactions without
the need for online banking credentials or other
complex procedures.

Benefits:

• Attracts investors from Tier 2, Tier 3 cities and
rural areas, where debit cards are common
but net banking or UPI may be underused.

• Supports financial inclusion by allowing non¬
tech-savvy investors to invest effortlessly.

DIGITAL ENGAGEMENT AND USER GROWTH

In our quest to explore new and innovative ways
of engaging with our customers, we launched
campaigns that catalyze engagement, enhance
reach and sustain growth while catering to the

varied needs of the modern-day investor. Utilizing
advanced technologies and creative storytelling,
we drive strategic investor acquisition and retention
campaigns that resonate with our audience. Digital
excellence and effective communication lie at the
heart of our approach, ensuring that our messaging
is relevant and impactful. Through this dual focus
on innovation and connection, we drive meaningful
interactions, nurture lasting relationships and
ultimately propel user growth.

NIMF works on driving digital engagement forward
by harnessing the capabilities of several key
technological and innovative enablers:

• Intelligent Al/ML engagement: Revolutionizing
engagement through the strategic fusion of
Artificial Intelligence and machine learning
capabilities, we are unlocking new frontiers in
personalized and data-driven segmentation
approach. This empowers us to distil complex
investor profiles into distinct segments, facilitating
thedeliveryof tailored comm unications, enhanced
engagement for effective investor outreach.

• Key Focus on Early Adoption: As part of
our ongoing efforts to reach out to the next
generation of investors, we took a series of
strategic initiatives aimed at Gen Z. To effectively
engage this audience, we leveraged AI - Driven
Campaigns and curated content tailored to their
preferences. Our strategy centred on utilizing
formats that resonate with the Next Gen with
Campaigns like #SIPKaSWAG, K-Drama Series
and Employee Generated Content aimed at
maximum impact and engagement.

• Impact Reach driven via Influencers: We

partnered with influencers strategically targeting
the next generation of investors by aligning
with their communication style and learning
preferences. Our focus was on curating a
strategy that resonates with the unique behavior
and insights of the Next Generation. We drew a
seamless integration between mutual funds
and topics like Dating, Travel and Lifestyle which
resonate the most with Gen Z making mutual
funds "fun" via "fun-fluencers".

• Driving Real-Time In-App Engagement:

Through Adobe Target Nudges we significantly
enhanced in-app experiences by delivering
personalized, intelligent and intuitive prompts.
These real-time, contextually relevant nudges
such as Market Movement, SIP Top-Up,
Redemption nudges which optimize user journey,
ensuring a seamless and engaging experience
tailored to individual needs.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned
foreign exchange equivalent to H 25.66 Cr (Previous
Year: H 19.35 Cr). The Company spent foreign
exchange equivalent to H 12.47 Cr (Previous Year:
H 10.46 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Section 134(5) of the Act,
the Directors confirm that -

(i) I n the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and that there are no material
departures;

(ii) The Directors have selected such accounting
policies in consultation with the Statutory
Auditors'' and have applied them consistently
and made judgments and estimates that
were reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit
of the Company for the year under review;

(iii) The Directors have taken proper and sufficient
care to the best of their knowledge and ability
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) The Directors have prepared the annual
accounts of the Company on a ''going
concern'' basis;

(v) The Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered
into/ by the Company during the financial year
under review with related parties were on an arm''s
length basis and in the ordinary course of business.
There were no materially significant related party
transactions which could have potential conflict
with the interest of the Company at large. During
the year, the Company had not entered into any

contract / arrangement / transaction with related
parties which could be considered material in
accordance with the policy of the Company on
materiality of related party transactions.

All Related Party Transactions were placed before
the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the
transactions which were of a repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted were reviewed and statements
giving details of all related party transactions were
placed before the Audit Committee and the Board
of Directors for their review on a quarterly basis. The
policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website
at the following link: https://mf.nipponindiaim.com/
InvestorServices/Pages/Investor-Policies.aspx

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

Your Directors draw attention of the members to
Note No. 28 to the financial statement which sets out
related party disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed
by the Regulators/ Courts which would impact
the going concern status of the Company and its
future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR
ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

The Company, being asset manager to NIMF,
invests in various debt market instruments (non¬
convertible debentures) issued by various issuers.
In order to realize the debenture outstanding''s, the
Company has filed certain applications under the
Insolvency and Bankruptcy Code, 2016. The Mutual
Fund Division of the Company is a respondent party
to an IBC proceeding filed in the matter of Reserve
Bank of India v. Dewan Housing Finance Corporation
Limited pending before the Hon''ble NCLT, Mumbai.
The Portfolio Management Services Division of the
Company has filed:

(a) IBC proceedings against Fortuna Buildcon
India Private Limited in November 2017 before
the Hon''ble NCLT, Bangalore, wherein currently
the resolution plan has been approved by the
Hon''ble NCLT vide order dated 18^th December
2024. IBC (Personal Insolvency) proceedings
were filed in Hon''ble NCLT against the surviving

brother of the key deceased promoter and the
legal heirs of the key deceased promoter. NCLT
dismissed the matter against the legal heirs of
the key deceased promoter against which an
application is filed in Hon''ble NCLAT, Chennai.
The hearings are underway. As regards the
surviving brother, Hon''ble NCLT admitted
the matter vide order dated 30^th July 2024.
The Personal Insolvency process is currently
underway.

(b) Three (3) IBC proceedings against three (3)
Biodiversity Conservation India Private Limited
group companies (BCIL Zed Ria Properties
Private Limited, BCIL Red Earth Developers India
Pvt. Ltd. and Biodiversity Conservation India
Private Limited) were filed in December 2017
before the Hon''ble NCLT, Bangalore. The NCLT
approved resolution plans in BCIL Zed Ria
Properties Private Limited and in BCIL Red Earth
Developers India Pvt. Ltd., which are currently
under implementation while Biodiversity
Conservation India Private Limited is currently
under liquidation. The Company is also a
respondent to two (2) appeals in BCIL Red Earth
Developers India Private Limited and in three
(3) appeals in BCIL Zed Ria Properties Private
Limited, before Hon''ble NCLAT, Chennai, which
have been filed challenging the approved
resolution plans.

(c) IBC proceedings have been filed against the
promoters of Biodiversity Conservation India
Private Limited in November 2020 before Hon''ble
NCLT, Bangalore which are currently at a pre¬
admission stage.

(d) IBC proceeding filed against Green Valley
Shelters Private Limited in December 2019,
before Hon''ble NCLT, Chennai, was admitted in
August 2021, however the proceedings were
temporarily stayed under an order of the
Supreme Court. The Supreme Court has
dismissed the matter in February 2025 and
the Corporate Insolvency Resolution Process
("CIRP") is underway. The Committee of
Creditors ("COC") has approved a Resolution
Plan submitted by the Resolution Applicant in
March 2025. The Resolution Professional has
filed the approved Resolution Plan with Hon''ble
NCLT, Chennai for final approval and hearings
are underway.

(e) An IBC proceeding filed against the promoters
of Green Valley Shelters Private Limited in
October 2020 before the Hon''ble NCLT, Chennai
is at the pre-admission stage and hearings
are underway.

(f) An IBC proceeding was filed against Arkie Atelier
Design India Private Limited, being the corporate
guarantor for the debentures issued by Green
Valley Shelters Private Limited in November
2021. NCLT passed and ex-parte order which

was challenged in the Hon''ble NCLAT, Chennai.
The hearings are underway.

OTHER DISCLOSURES

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

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

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

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

• There is no loan taken by the Company hence
disclosure with respect to one-time settlement
entered into with any Bank or financial institutions
does not arise.

• There was no instances of deviation(s) /
variation(s) in utilisation of IPO proceeds.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

As on March 31, 2025, your Company had 1,104
employees and for the previous year, your Company
had 1,004 employees. Disclosures relating to the
remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, also
form part of this Report. However, having regard to
the provisions of Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being
sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining
the said information may write to the Company
Secretary and upon such request the information
shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

Your Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee ("ICC") has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this Policy. Following is a summary of sexual
harassment complaints received and disposed off
during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of Listing Regulations,
top 1000 listed entities by market capitalisation
have to publish a Business Responsibility and
Sustainability Report ("BRSR"). BRSR for the year
under review as stipulated under Listing Regulations
is presented in a separate section forming part
of this Annual Report. Further, the Company is
in the process of obtaining report on assurance
of the BRSR Core, consisting of a set of Key
Performance Indicators (KPIs) / metrics under nine
(9) Environmental, Social & Governance attributes
for the financial year ended March 31, 2025 by
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
the Statutory Auditors of your Company and will be
forming part of this Annual Report.

AWARDS AND RECOGNITIONS

FY''25 has been a year of some key recognitions and
accolades coming the Company''s way. NAM India
has been recognised across various parameters
of Employee Experience, Engagement and superior
culture by W.E. Global Employees'' Choice award
which is different from all other awards as it is based
on the multigenerational model that gives you the
engagement and experience feedback of Gen Z,
Millennials, Gen X and Baby boomers. These awards
are conferred purely basis the objective feedback
provided by its employees, in the survey.

NAM India is among the companies across all
the sectors who participated and proudly shares
this elite platform with some of the other reputed
organizations in the country. It is indeed a moment
of pride that your organization has scaled yet
another summit and reaffirmed its place as
the #EmployerOfChoice having won across
most categories.

Your Company has won across below categories:

Company Awards	Leadership Awards
Global Employees'' Choice Award
Diversity & Inclusion Award	Best CEO Award 2024
Company with Best State of Well¬ Being	Sundeep Sikka
Best Company for Gen Z
Best Company for Gen Y	Best chro Award 2024 Rajesh Derhgawen
Company with Best Managers

Nippon India Corporate Bond was awarded the 2024
Morningstar''s Best Corporate Bond Fund highlighting
our process and fund management robustness.

We have also bagged award in the category of
Innovative Practice for our digital Platforms - Investor
Portfolio Dashboard & Business Easy Digital Suite.

Additionally, this year was phenomenal where
we have won multiple awards by our Information
technology team where Abhinav Pandey won
amongst the Top 5 AI Disruptors - Individual
Category by ET Now for "Nippon GPT: Revolutionizing

Employee Productivity and Customer Experiences
with Generative A I." (Sep 2024) Anuja Kalekar:
Awarded by ET Now for "NAMI Data Genie: The Data
Intelligence Marvel Unlocking Business Prowess".
(Sep 2024). Nippon Life India Asset Management:
Awarded by ET Now for "Integrating AI with Key
Functions" (Sep 2024). Abhijit Shah: CTO 100 Awards
For "Business Innovators with Cloud and Generative
AI, Nippon GPT & Data Genie" (Sep 2024)Nippon Life
India Asset Management: Awarded by ET Now for
Smart Data Applications & Software (June 2024).
Nippon Life India Asset Management: Awarded by ET
Now for Modern Data Architecture & Infrastructure
(June 2024).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere
appreciation for the co-operation received from
various regulatory and governmental authorities
including SEBI, RBI, Registrar of Companies,
Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO,

CMPFO, Stock Exchanges, Depositories, Custodians,
Bankers, Registrar and Share Transfer Agent
Shareholders, Investors, and all other business
constituents during the year under review. We
believe all of them have contributed to our
continued growth.

Your Directors also wish to place on record their deep
appreciation for the total commitment displayed by
all the executives, officers and staff, resulting in yet
another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Parekh Sundeep Sikka

Independent Executive Director &

Director Chief Executive Officer

(DIN: 06559989) (DIN: 02553654)

Place: Mumbai
Date: April 28, 2025

---

Mar 31, 2025

Your Directors take pleasure in presenting their 30^th Annual Report on the business and operations of your
Company, together with the audited financial statements, for the year ended March 31, 2025.

Your Company endeavours to remain one of the leading players in the Asset Management business in
India and keep exploring opportunities for enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI is one of the largest
life insurers in the world managing assets of over USD 580 billion. It has a large global network with presence
across US, Europe, Asia, and Australia along with over 130-year track record in Life Insurance business as
well as global investments across Asset Management companies. This pedigree brings strong synergistic
benefits that very well complements your Company''s domestic expertise in the Asset Management
business and provides a thrust to its significant growth potential. Your Company expects substantial upside
in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s
global positioning & relationships.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the Indian Accounting Standards ("IND AS") notified under
Section 133 of the Companies Act, 2013 ("the Act") [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis)
of the Company for the year ended March 31, 2025 are as follows:

	Consolidated		Standalone
Description	Year ended March 31, 2025	Yearended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Gross Income	2520.72	2037.34	2348.28	1877.08
Profit before exceptional item and tax	1694.32	1352.48	1654.67	1294.48
Exceptional Items	-	-	-	-
Profit Before tax	1694.32	1352.48	1654.67	1294.48
Current Tax	377.54	227.66	365.84	228.55
Deferred Tax	31.05	18.57	36.60	18.70
Profit for the year	1285.73	1106.25	1252.23	1047.23
Share of Profit from Associates	0.66	1.07	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(4.82)	(1.26)	(4.51)	(1.18)
Balance carried to Balance Sheet	1281.57	1106.06	1247.72	1046.05
Basic EPS of H 10 each	20.34	17.71	19.79	16.75
Diluted EPS of H 10 each	20.03	17.53	19.49	16.58

The Consolidated Financial Statements of the Company forms part of this Annual Report.

OPERATION HIGHLIGHTS

As you are aware that your Company acts as the asset manager to Nippon India Mutual Fund ("NIMF"), which
is one of the largest Mutual Funds in India, in terms of the Quarterly Average Assets under Management
("QAAUM") as on March 31, 2025.

The QAAUM of NIMF as on March 31, 2025 was H 5,57,199 crore comprising of H 2,77,377 crore of Equity,
H 83,397 crore of Debt, H 42,571 crore of Liquid Funds and H 1,53,854 crore of ETF assets. It may be noted that
the QAAUM of NIMF as on March 31, 2024 was H 4,31,308 crore comprising of H 2,12,252 crore of Equity, H 68,135
crore of Debt, H 39,379 crore of Liquid Funds and H 1,11,542 crore of ETF assets.

Overall QAAUM of NIMF has increased by 29.2% during the financial year 2024-25, while the Indian Mutual
Fund Industry witnessed an overall positive growth of 24.6% in terms of QAAUM (Source: AMFI).

New Schemes Launched:

During the year under review, Nippon India Mutual Fund launched the following new schemes:

Name of Scheme	Type	Structure
Nippon India Active Momentum Fund	Open	Equity
Nippon India Nifty 500 Momentum 50 Index Fund	Open	Other - Index Funds
Nippon India Nifty 500 Equal Weight Index Fund	Open	Other - Index Funds
Nippon India Nifty Auto Index Fund	Open	Other - Index Funds
Nippon India Nifty Realty Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Dec 2026 Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Jan 2028 Index Fund	Open	Other - Index Funds

As on March 31, 2025, NIMF has a well-rounded portfolio of 105 schemes under various categories such as
Equity, Debt, Hybrid, Exchange Traded Fund, Fixed Maturity Plans and Interval Funds.

DETAILSOF MATERIAL CHANGESANDCOMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE FINANCIAL YEAR END AND
THE DATE OF THIS REPORT

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year 2024-25 and the date of
this Report.

DIVIDEND

During the year, the Company had declared and
paid an interim dividend of g 8.00 per equity share of
g 10/- each amounting to g 506.58 Crore. The Board
has also recommended a final dividend of g 10.00 per
equity share of g 10/- each for the financial year ended
March 31, 2025, for the approval of the Shareholders
at the ensuing Annual General Meeting ("AGM").
With this the total dividend for the financial year
2024-25 would be approximately g 1141 Crores,
including the interim dividend of g 8.00 per equity
share distributed in November 2024. The Final
dividend, if declared, will be paid on and from July
21, 2025.

The dividend pay-out is in accordance with the
Company''s Dividend Distribution Policy which
is placed on the Company''s website at https://
mf.nipponindiaim.com/lnvestorServices/Pages/
Investor-Policies.aspx.

AMOUNT TO BE CARRIED TO RESERVES

There is no amount proposed to be transferred to
the reserves. For complete details on movement
in Reserves and Surplus during the financial year
ended March 31, 2025, please refer to the Statement
of Changes in Equity included in the Financial
Statements of the Company forming part of this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for
the year under review as stipulated under SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is presented
in a separate section forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements
of the Company forming part of this Annual Report.

DEPOSITS

During the year, your Company has not accepted
any deposits within the meaning of Sections 73 and
74 of the Act read together with the Companies
(Acceptance of Deposits) Rules, 2014. Further,
there are no outstanding or unclaimed deposits,
unclaimed / unpaid interest, refunds due to the
deposit holders or to be deposited to the Investor
Education and Protection Fund as on March 31, 2025.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of
employee ownership and to attract, retain, motivate
and incentivize senior as well as critical talent, the
Company has formulated the following Employee
Stock Option Plan(s) / Scheme(s):

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2017 ("NAM INDIA
ESOP 2017") as its stock option scheme, which was
launched in August 2017.

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2019 ("NAM INDIA
ESOP 2019") as its stock option scheme, which was
launched in July 2019.

• Nippon Life India Asset Management Limited

- Employee Stock Option Scheme 2023 ("NAM
INDIA ESOP 2023") as a stock option scheme and
Nippon Life India Asset Management Limited

- Performance Linked Stock Unit Scheme 2023
("NAM INDIA PSU 2023") as a stock unit scheme,
which were launched in October 2023.

During the year, there has been no material variation
in the terms of aforesaid Plans and Schemes and
the same are in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB

& SE Regulations"). No employee was issued stock
option/unit, during the year equal to or exceeding
1% of the issued capital of the Company at the time
of grant.

The certificate from the Secretarial Auditors of the
Company confirming the compliance of the SBEB &
SE Regulations with respect to the aforesaid Plans
and Schemes of the Company will be available for
inspection through electronic mode. Any member
interested in obtaining the same may write to the
Company Secretary. The details as required to be
disclosed under SBEB & SE Regulations are placed on
the Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/ESOP-Disclosure.aspx

CAPITAL STRUCTURE

During the Financial year 2024-25, the Company
issued and allotted 47,03,902 Equity Shares to
eligible employees on exercise of options granted
under the Employee Stock Option Plan(s) of the
Company. Hence, the issued, subscribed, and paid-
up capital of the Company was 63,47,02,632 Equity
Shares of H 10 each as on March 31, 2025.

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

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

b) sweat equity shares.

The Equity History of the Company has been
provided in the Corporate Governance Report.

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company maintains a strong focus on
Compliance and Risk Management as these are
essential elements for its long-term success. The
compliance and risk functions are managed by a
dedicated and experienced team of professionals.
The management has a zero tolerance towards risk
and compliance failures or breaches.

There exists a comprehensive Compliance Manual,
which is reviewed by your Board of Directors from
time to time and it facilitates the Company''s
Compliance team to monitor various compliance
requirements effectively & comprehensively. Your
Board of Directors have also constituted a Risk and
Compliance Committee, which is chaired by the ED &
CEO and which has the Chief Legal and Compliance
Officer, and other senior & relevant functionaries
as its members. This Committee meets at least
once in a quarter to discuss and deliberate issues
pertaining to compliance and other regulatory
developments. The Compliance team regularly
conducts educative training programs for various
segments within the organization.

Your Company also has a comprehensive Risk
Management Policy that envisages a structured
and consistent enterprise-wide risk management

framework, based on the three lines of defence
model, to ensure that risk management processes
are consistently applied across the organization
and provide reasonable assurance regarding
achievement of organization''s objectives.

The Risk Management Policy clearly sets out the
objectives & elements of risk management within
the organization, including the constitution of an
independent Risk Management department headed
by the Chief Risk Officer (reporting directly to the ED
& CEO), Risk Management Committees at executive
and Board levels. The policy also defines the roles
and responsibility of all the CXOs towards risk
management as part of first line of defence model.

Your Company promotes risk awareness culture
throughout the organization and risk management
is an integral part of decision making and day-to¬
day operations of all activities at all levels across
the organization. There are well documented and
Board approved policies and processes to address
and mitigate various risks to which the Company is
exposed. The Company also has a robust business
continuity plan which is tested on a periodic
basis to ensure uninterrupted operations. The Risk
department conducts various training programs on
various facets of risk management including cyber
risk awareness, conduct risk, operational risk, anti
money laundering etc.

The Company has a structured risk reporting
mechanism to ensure risks are monitored
and reviewed by the Chief Risk Officer, Senior
Management, Risk Management Committee and
Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has an Internal Control System
which is commensurate with the size, scale and
complexity of its business operations.

For effective risk management and control,
the Company has established structures and
responsibilities in line with the "Three Lines of
Defense" model, where 1^st line being business
operations, 2^nd line is the oversight functions like Risk
Management and Compliance and 3^rd line is Internal
Audit. To maintain its objectivity and independence,
the Internal Audit department reports to the
Audit Committee of the Board. The Internal Audit
department monitors and evaluates the efficacy
and adequacy of the internal control system in the
Company, its compliance with operating systems,
accounting procedures and policies. Based on
the report of the Internal Auditor, process owners
undertake corrective action in their respective
areas and thereby strengthen the controls. The
Internal Audit department follows up on pending
audit issues and ensures that corrective actions
have been taken. Significant audit observations, if
any, and corrective actions thereon, are presented
to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s
commitment to the highest standards of corporate
governance to enhance trust of all its stakeholders.
Strong & robust corporate governance practices
have facilitated your Company in standing up to
the continued scrutiny of domestic & international
investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule
V of the Listing Regulations is presented in a separate
section forming part of this Report.

A certificate from the Statutory Auditors of the
Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, conforming compliance to the
conditions of Corporate Governance as stipulated
under Para E of Schedule V of the Listing Regulations,
is enclosed with Corporate Governance Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and Listing
Regulations, the Company has formulated a Vigil
Mechanism to address the genuine concerns, if any.
The Whistle Blower policy can be accessed on the
Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/Investor-Policies.aspx.
It is affirmed that no person has been denied access
to the Chairperson of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social
Responsibility ("CSR"), your Company has
undertaken projects in the areas of promoting
healthcare, education, and rural development in
accordance with Schedule VII to the Act.

The Annual Report on CSR activities along with the
executive summary for Impact Assessment Reports
of the applicable projects, in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, is annexed herewith as
Annexure A and the complete Impact Assessment
Reports of the applicable projects are available on
the Company''s website at https://mf.nipponindiaim.
com/csr/.

SUBSIDIARIES & ASSOCIATE COMPANY

As on March 31, 2025, your Company had two (2)
subsidiaries. One of such subsidiaries is in overseas
i.e., in Singapore and other one is in India. Both
the subsidiaries of the Company are engaged in
financial services and related activities. In addition,
your Company also has an associate company in
India, which has already surrendered its business
license/ regulatory approval to act as a Pension
Fund Manager. This particular Company currently
has no business operations, and it is therefore
proposed to be wound up, in accordance with the
applicable laws.

A statement w.r.t. the performance and the financial
position of the subsidiary companies is presented in
the Management Discussions and Analysis Report
forming part of this Annual Report. The policy for
determining material subsidiary companies may
be accessed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx

The annual accounts of the subsidiary companies
is placed on the website of the Company. Pursuant
to Section 129(3) of the Act, a statement containing
salient features of the financial statements of
the subsidiary and associate companies in
the prescribed Form AOC-1 forms part of this
Annual Report.

Except for the above subsidiaries, your Company
does not have any other subsidiary or an associate
company or a joint venture during the year
under review.

KEY MANAGERIAL PERSONNEL

During the year under review, the following
employees were the ''Key Managerial Personnel'' of
the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief
Executive Officer ("ED & CEO");

b) Mr. Ajay Patel - Manager;

c) Mr. Valde Varghese - Company Secretary &
Compliance Officer*;

d) Mr. Parag Joglekar - Chief Financial Officer**;

e) Ms. Nilufer Shekhawat - Company Secretary &
Compliance Officer #; and

f) Mr. Amol Bilagi - Interim Chief Financial Officer@;

*appointed as the Company Secretary & Compliance Officer
w.e.f. July 1, 2024

**appointed as the Chief Financial Officer w.e.f. September 19,
2024

#ceased as the Company Secretary & Compliance Officer
w.e.f. June 3, 2024

@ceased as the Interim Chief Financial Officer w.e.f. September
19, 2024

DIRECTORS

In accordance with the provisions of Section 152
of the Act read with the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and
the Articles of Association of the Company,
Mr. Hiroki Yamauchi (DIN: 08813007), Non-Executive
(Nominee) Director, is liable to retire by rotation at
the upcoming AGM of the Company scheduled to be
held on July 18, 2025, and being eligible has offered
himself for re-appointment. Necessary proposal for
his re-appointment will be placed for your approval
at the upcoming AGM. The brief resume and other
related information have been detailed in the Notice
convening the AGM of the Company. The Board of
Directors recommends his re-appointment as Non¬
Executive Director of the Company.

During the year, Ms. Ameeta Chatterjee
(DIN: 03010772), ceased to be an Independent
Director of the Company w.e.f. close of business
hours on March 23, 2025 upon completion of her
second term as an Independent Director of the
Company. The Board of Directors of the Company
placed on record its sincere appreciation for the
valuable contribution and guidance provided by
Ms. Chatterjee during her association with the
Company as an Independent Director. The Board
of Directors of the Company at its meeting held
on March 12, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mrs. Sonu Bhasin
(DIN: 02872234) as an Additional Director, designated
as an Independent Director w.e.f. March 23, 2025.
Further, as required under Regulation 17(1C) of the
Listing Regulations, the Company had on April 24,
2025, obtained approval of the shareholders of the
Company through Postal Ballot for appointment of
Mrs. Sonu Bhasin as an Independent Director of the
Company for a term of five (5) consecutive years,
w.e.f. March 23, 2025.

Pursuant to the provisions of Sections 149 and 152 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualifications of Directors) Rules,
2014, along with Schedule IV of the Act and Listing
Regulations, Mr. Ashvin Parekh (DIN: 06559989)
was appointed as an Independent Director of the
Company for a term of five (5) consecutive years
w.e.f. August 1, 2020 to July 31, 2025, (''first term/
current term'') by the shareholders of the Company
on March 17, 2021, vide Postal Ballot. Thus, the current
term of Mr. Parekh as an Independent Director of the
Company will be ending on July 31, 2025.

Considering his knowledge, skills, background,
experience and contributions made over the years
as an Independent Director of the Company and
on the basis of his performance evaluation, the
Board believes that his continued association as an
Independent Director would be of immense benefit
to the Company. Accordingly, the Board of Directors
of the Company, based on the recommendation
of the Nomination and Remuneration Committee
has re-appointed Mr. Parekh as an Independent
Director of the Company for a second term of five
(5) consecutive years commencing from August
1, 2025 to July 31, 2030, subject to the approval of
the shareholders of the Company, through special
resolution at the ensuing AGM. In compliance with
the provisions of Regulation 17(1 A) of the Listing
Regulations, the approval of the shareholders of the
Company by special resolution is also sought for
re-appointing Mr. Parekh, who would be attaining
the age of 75 years during his second term of
appointment as an Independent Director. The
resolution for aforesaid re-appointment along
with the brief profile and other related information
of Mr. Ashvin Parekh form part of the Notice
convening the AGM of the Company. The Board of

Directors recommends his re-appointment as an
Independent Director of the Company.

Post the year under review, Mr. Tomohiro Yao
ceased to be a Non-Executive (Nominee) Director
of the Company w.e.f. April 28, 2025, on account of
resignation due to change in management team of
NLI. The Board of Directors of the Company placed
on record its sincere appreciation for the valuable
contribution and guidance provided by Mr. Tomohiro
Yao during his association with the Company as a
Non-Executive Director.

The Board of Directors of the Company at its meeting
held on April 28, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mr. Kosuke Kuroishi
(DIN: 11069118) as an Additional (Non-Executive)
Director of the Company (Nominee of NLI, Promoter
of the Company) w.e.f. April 28, 2025 to hold office
up to the date of the ensuing AGM of the Company,
and thereafter, subject to the approval of the
shareholders of the Company, as a Non-Executive
(Nominee) Director of the Company, liable to retire
by rotation. The resolution for aforesaid appointment
along with the brief profile and other related
information of Mr. Kosuke Kuroishi form part of the
Notice convening the AGM of the Company. The
Board of Directors recommends his appointment as
a Non-Executive (Nominee) Director of the Company.

All the Independent Directors of your Company i.e.,
Mr. Upendra Kumar Sinha, General Ved Prakash
Malik (Retd.), Mrs. Sonu Bhasin, Mr. Ashvin Parekh
and Mr. B. Sriram have already furnished the
required declarations that they meet the criteria of
independence as laid down under Section 149(6) of
the Act and Listing Regulations.

In terms of Section 150 of the Act read with Rule 6(3)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, all Independent Directors
of the Company have confirmed that they
have registered themselves with the databank
maintained by the Indian Institute of Corporate
Affairs, Manesar ("IICA"). Further, in terms of Rule 6(4)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, one (1) Independent Director
has passed the Online Proficiency Self-Assessment
test conducted by IICA and the other four (4)
Independent Directors were not required to appear
for the said test as required by IICA as they fulfil the
exemption criteria stipulated under Rule 6(4) of the
Companies (Appointment and Qualifications of
Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite expertise,
experience & proficiency and are people of high
integrity and repute. They fulfil the conditions
specified in the Act and the Rules made thereunder
and Listing Regulations and are independent of
the management.

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

PERFORMANCE EVALUATION OF DIRECTORS, BOARD
AND COMMITTEES

Your Company has devised a policy for the
performance evaluation of the individual directors,
Board and its Committees, which also includes
the criteria for carrying out the said performance
evaluation. Pursuant to the provisions of the Act
and Regulation 17(10) of Listing Regulations and as
prescribed in the stated policy of the Board, the Board
has carried out an annual performance evaluation
of (i) its Chairperson (ii) the Directors (independent
and non-independent); (iii) itself (as a whole); and
(iv) its committees. The Board performance was
evaluated based on inputs received from the Board
members after considering criteria such as Board
composition and structure, effectiveness of Board
/ Committee processes, and information provided
to the Board, etc. In terms of the requirements of
the Act and Listing Regulations, a separate meeting
of the Independent Directors was also held during
the year.

BOARD AND COMMITTEE MEETINGS

During the year ten (10) Board meetings were held,
which includes two (2) joint Board Meetings between
the Board of the Company ("AMC") with the Board
of the Trustees as stipulated in SEBI Master Circular
no. SEBI/ho/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

Your Directors wish to inform that the functioning of
the Board is supplemented by various committees
(Board committees and management committees),
which have been constituted from time to time, such
as Audit Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee, Risk
Management Committee, Unit Holder Protection
Committee, IT Strategy Committee, Valuation
Committee, Investment Committee, Risk and
Compliance Committee, Allotment Committee,
Broker Empanelment Committee, Operating
Committee, Stewardship Committee, Proxy Voting
Committee, Technology Committee, etc. to name
a few. Each of the aforesaid Committees has been
constituted in order to ensure due compliance with
the applicable laws and to ensure that the highest
levels of corporate governance are followed and
practiced. The minutes of the meetings of each of
these Committees are duly placed before the Board
of Directors for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the
Act, Regulation 18 of the Listing Regulations and
Paragraph 6.1.2 of the SEBI Master Circular no. SEBI/
HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated June 27,

2024, the Audit Committee of the Company consists
of seven (7) members including a majority of
Independent Directors. As on date of this report, it
comprises of five (5) Non - Executive Independent
Directors of the Company viz. Mr. Ashvin Parekh
[Chairperson], Mrs. Sonu Bhasin, General Ved Prakash
Malik (Retd.), Mr. B. Sriram, Mr. Upendra Kumar Sinha
and two (2) Non - Executive Non-Independent
Directors of the Company viz. Mr. Minoru Kimura and
Mr. Kosuke Kuroishi as its members.

During the year, nine (9) meetings of the Audit
Committee were held, which includes one (1) joint
Audit Committee meeting between the Audit
Committee of the AMC and the Audit Committee of
the Trustees and one (l) meeting to interact with the
Statutory and Internal Auditors of the Mutual Fund
Schemes without the engagement of management
of the AMC as stipulated in SEBI Master Circular
No. SEBI/HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

There have been no instances where the Board
has not accepted any recommendation of any
Committee of the Board which is mandatorily
required, during the financial year.

Other relevant details in this regard have been
provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 19 of the Listing Regulations, the
Nomination and Remuneration Committee of the
Company consists of seven (7) members including
a majority of Independent Directors. As on date of
this report, it comprises of seven (7) Directors out
of which five (5) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.)
[Chairperson], Mrs. Sonu Bhasin, Mr. Ashvin Parekh,
Mr. B. Sriram, Mr. Upendra Kumar Sinha and two
(2) Non - Executive Non-Independent Directors of
the Company viz. Mr. Minoru Kimura and Mr. Hiroki
Yamauchi as its members.

During the year, three (3) meetings of the Nomination
and Remuneration Committee were held. Other
relevant details in this regard have been provided in
the Corporate Governance Report.

In terms of the requirements under the Act and SEBI
Listing Regulations, your Company has in place a
policy w.r.t. thedirector''s appointment, remuneration,
criteria for determining qualifications, attributes,
independence of a director. The remuneration
paid to the Directors, Key Managerial Personnel
and Senior Management is as per the Nomination
and Remuneration Policy of the Company. The
Nomination and Remuneration Policy has been
provided as Annexure B to the Board''s Report and
is also placed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the
Act, the Corporate Social Responsibility ("CSR")
Committee of the Company consists of five (5)
members. As on date of this report, it comprises of five
(5) Directors out of which two (2) are Non - Executive
Non-Independent Directors of the Company viz.
Mr. Hiroki Yamauchi [Chairperson], and Mr. Kosuke
Kuroishi, two (2) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.) and
Mrs. Sonu Bhasin and one (1) Executive Director viz.
Mr. Sundeep Sikka as its members.

During the year, four (4) meetings of the CSR
Committee were held. Other relevant details in
this regard have been provided in the Corporate
Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations,
the Stakeholders'' Relationship Committee of
the Company consists of three (3) members. As
on date of this report, it comprises of three (3)
Directors of the Company out of which one (1) is
Non - Executive Independent Director viz. Mrs. Sonu
Bhasin [Chairperson], one (1) is Non - Executive
Non-Independent Director viz. Mr. Hiroki Yamauchi
and one (1) Executive Director of the Company viz.
Mr. Sundeep Sikka as its members.

During the year, two (2) meetings of the Stakeholders''
Relationship Committee were held. Other relevant
details in this regard have been provided in the
Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the
Listing Regulations and Mutual Fund Regulations,
the Company has constituted a Risk Management
Committee of the Board which consists of seven (7)
members. As on date of this report, it comprises of
six (6) Directors of the Company out of which two (2)
are Non-Executive Non-Independent Directors viz.
Mr. Hiroki Yamauchi [Chairperson] and Mr. Kosuke
Kuroishi, three (3) are Non-Executive Independent
Directors viz. Mr. Ashvin Parekh, Mr. Upendra Kumar
Sinha and Mr. B. Sriram, one (1) is Executive Director
viz. Mr. Sundeep Sikka and the Chief Risk Officer of
the Company viz. Mr. Rishi Garg as its members.

During the year, four (4) meetings of the Risk
Management Committee of the Board were held.
Other relevant details in this regard have been
provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND
INTERNAL

Statutory Auditors:

In terms of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
(ICAI FRN: 101248W/W-100022) were re-appointed as
the Statutory Auditors of your Company for a period
of 5 continuous years i.e. from the conclusion of
28^th AGM till the conclusion of 33^rd AGM of
the Company.

The Auditor''s Report on the financial statements
of the Company for the financial year ended
March 31, 2025 forms part of this Annual Report.
The observations and comments given by the
Statutory Auditors in their report read together with
notes on financial statements are self-explanatory
and hence does not require any further comments
in terms of Section 134 of the Act.

In terms of Section 143(12) of the Act, the said
Auditors of the Company have not reported any
instance of fraud having taken place during the
year under review.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as the Internal Auditors of your Company
for the financial year 2024-25.

AUDITORS OF THE SCHEMES OF NIPPON INDIA
MUTUAL FUND - STATUTORY AND INTERNAL

In accordance with the applicable provisions of law,
the Company has appointed Statutory and Internal
Auditors for various Schemes of Nippon India
Mutual Fund, who periodically submit their reports,
which are placed before the Audit Committee
for discussion, review and implementation of
their recommendations.

Statutory Auditors :

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants were appointed as Statutory Auditors
of the Schemes of Nippon India Mutual Fund for the
financial year 2024-25.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as Internal Auditors of the Schemes
of Nippon India Mutual Fund and the Portfolio
Management Services division of the Company, for
the financial year 2024-25.

SECRETARIAL STANDARDS

During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
your Directors had appointed M/s. M. Siroya and
Company, Company Secretaries to undertake the
Secretarial Audit of the Company for the financial

year 2024-25. In this regard, the Report submitted
by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform you that the
report from the Secretarial Auditors does not contain
any qualifications or reservation or other adverse
remarks. In terms of Section 143(12) of the Act, the
said Auditors of the Company have not reported
any instance of fraud having taken place during the
year under review.

Further, in terms of amended provisions of
Regulation 24A of the Listing Regulations, the Board
has appointed and recommended appointment of
M/s. Siroya and BA Associates, Practicing Company
Secretaries as Secretarial Auditors of the Company
for a term of five (5) consecutive financial years
commencing from April 1, 2025 till March 31, 2030.
The appointment will be subject to shareholder''s
approval at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company has been
placed on the website of the Company and can
be accessed at https://mf.nipponindiaim.com/
AboutUs/FinancialReports/Pages/Annual-Return.
aspx.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The operations of the Company do not consume
high levels of energy. Adequate measures have been
taken to conserve energy wherever feasible. Your
Company uses the latest technology and energy -
efficient equipments. Your Company only uses LED
lights and 5-star air-conditioning for majority of
offices. As energy cost forms a very small part of the
total costs, the impact on cost is not material.

Technology Absorption, Adaptation and
Innovation:

At Nippon India Mutual Fund ("NIMF"), our
commitment to a robust digital-first approach is
paramount and it is evident in our customer-centric,
seamless, and frictionless digital experiences. We
continue to lead the industry''s digital transformation
through innovative and cutting-edge initiatives.
Here is an overview of some key, needle-moving
initiatives delivered in the year gone by:

• Focus on Artificial Intelligence (AI)

The AI/ML initiatives have significantly enhanced
campaign performance and optimization,
covering ~2.17 Cr. customers, enhancing customer
engagement and improving conversions. Our
ML-based propensity to buy campaigns have

significantly contributed to revenue growth,
adding H 1,770 Cr. in incremental gross sales in
the last six months (from August 2024 to February
2025). By leveraging AI-powered insights, we
continue to refine our targeting strategy, ensuring
higher efficiency and impact in future campaigns.

Nippon GPT is making strides in automating
workflows and improving organizational
efficiency, with current adoption spanning across
employees and the sales team. With vernacular
capability, the platform efficiently handles
~120 user queries per day, saving manual effort
equivalent. Additionally, AI-driven solutions have
been successfully implemented for the Equity
Investment Research Team and Fixed Income
Research Team, providing deeper insights and
faster decision-making. With the platform now
fully operational, we are poised to expand its
adoption across the organization for enhanced
productivity and automation.

• Data Digest Series

The Data Digest initiative continues to provide
valuable insights into sectoral, thematic, and
market trends, enabling data-driven decision¬
making. Our monthly mailers deliver detailed
information on new investor activity and
transaction trends, ensuring that stakeholders
remain updated on evolving market dynamics.
The data digest series focused on the theme
"Women and Wealth", providing insights into
the evolving landscape of female investors in
India. This edition highlighted the AAUM Share of
Women Investors and shared the Breakdown of
New Women Investors.

• Infrastructure initiatives

Our IT infrastructure continues to evolve with
SDWAN and Dual Link implementation, now
completed across 169 branches, delivering
99.75% uptime for SDWAN and 99% uptime for
dual link connectivity. As part of our End-User
Infrastructure Refresh Initiative, we have replaced
~810 assets in FY 2024, ensuring enhanced system
performance and security. Furthermore, we have
successfully implemented the Hardware Security
Module (hsm), providing stronger encryption,
decryption, and authentication mechanisms to
reinforce data security and integrity.

• Regulatory Compliance

We successfully launched the Trade Declaration
Compliance Platform (Velox), completing a
PAN India demo and training session for users.
Cybersecurity remains a top priority, with
Vulnerability Assessment and Penetration
Testing (VAPT) system, and cyber audits for H1
2024 completed with NIL observations. AI-driven
analytics have been implemented in the dealing
room, enhancing monitoring and compliance
adherence. Our Extended Detection and Response

(XDR) AV solutions have further strengthened
threat detection and response mechanisms,
ensuring a secure and resilient IT ecosystem.

As part of Regulatory Compliance with SEBI
circulars addressing potential market abuse,
including front-running and fraudulent
transactions, we have implemented advanced
tools for controls and checks.

- The Bloomberg Transaction Cost Analysis
(BTCA) tool provides a fully automated
surveillance workflow for trading activities
across asset classes.

- Real-time streaming data feeds for all symbols
have been integrated using Global Data Feeds
and Dion.

- The ICRA analytics tool has also been deployed
to generate suspicious alerts, ensuring robust
monitoring and compliance.

• Implementation of cloud initiatives

Continuing NAM India''s cloud journeys a few
initiatives on cloud where the infrastructure for
initiatives such as Data Lake, Analytics, new
core applications have been implemented on
the AWS cloud. A cloud first approach has been
implemented to take advantage of the features
that cloud offers. Our digital assets are all moved
from on premises to clouds that has led to
better availability and consistency across digital
channels. Our financial accounting software
has also been moved to a cloud environment,
leading to optimization of costs and availability.
The security profile of the cloud has also
been enhanced.

The Cybersecurity framework has been
strengthened with the rollout of Single Sign-On
(SSO) and Multi-Factor Authentication (MFA)
for SAP, enhancing security for end users. A
continuous VAPT initiative has been launched
to proactively identify and address potential
security vulnerabilities.

• Continued Process Automation across
Organization

Building on the impetus of automation initiated
during last FY, further processes across business
departments have been implemented. Many
processes across operations, digital, sales and
finance have been completed or in progress.
This has provided multiple benefits in terms of
processing times, reduced manual intervention
and resource optimization.

The automation of Disaster Recovery (DR) is
completed. We can switch to DR setup on a single
click, this will reduce the downtime and data
replication timelines resulting in minimizing the
data loss.

DIGITAL ADOPTION AND INNOVATION

Being a future-ready mutual fund business, we at
NIMF have embraced technological innovation
and adapted to changing consumer preferences
to thrive in this era of democratized investing. We
are continuously reshaping traditional financial
services delivery, embracing a new identity as a
forward-thinking Digitech enterprise that unlocks
value for business and reimagines investments for
the modern investor.

NIMF is leveraging several key technological
enablers to accelerate its digital transformation:

• Mobile-First Ethos: NIMF has adopted a mobile-
first approach in designing its digital platforms,
ensuring seamless and user-friendly experiences
for investors. This strategy recognizes the
growing preference for mobile devices, and
hence captive apps, among users and prioritizes
the development of mobile applications
and interfaces.

• Platform-of-choice WhatsApp Integrations:

Recognizing WhatsApp as a preferred platform
for communication and transactions, NIMF
has integrated WhatsApp capabilities into
its framework. This enables investors and
distributors to initiate transactions and access
services effortlessly through the messaging app,
expanding accessibility and convenience.

• Advanced Analytics and AI: NIMF utilizes
advanced analytics and artificial intelligence
to gain insights into investor behavior and
preferences. This allows personalized experiences,
intelligent nudges, and targeted campaigns
tailored to specific audiences, enhancing
engagement and driving business growth.

• Strategic Partnerships with Tech Giants:

Collaborations with tech giants such as Google,
Meta (formerly Facebook), and Adobe provide
NIMF with access to innovative beta products and
best-in-class product suites. These partnerships
enable sharper targeting, real-time analytics,
and geo-localization strategies, enhancing
the effectiveness of digital campaigns and
outreach efforts.

• Digital Engagement Model: NIMF has developed
a comprehensive digital engagement model
inspired by e-commerce practices. This model
focuses on acquisition, onboarding, engagement,
and re-engagement of digital investors,
supported by data-driven insights and strategies
derived from digital behemoths like Google, Meta,
and Adobe.

DRIVING ACCELEARTED GROWTH THROUGH DIGITAL
BUSINESS

Building on the foundation of our robust digital-
first approach, NIMF Digital Business continued its
accelerated growth in FY25 by solidifying digital as a

core engine of our organization with more than 70%
fresh transactions driven by Digital Business Assets
and Integrations. Our commitment to delivering
customer-centric, seamless, and frictionless digital
experiences remains paramount as we continue
to lead the industry''s digital transformation
through innovative and cutting-edge initiatives,
focusing on strategies that directly translate to
measurable growth.

Digital Business now acts as a growth enabler
by amplifying digital engagement, expanding
distribution channels, enhancing operational
efficiency, leveraging data-driven insights, and
empowering distributors. Use of advanced analytics
and AI to create personalized customer journeys
with a mobile-first strategy continue to boost
acquisition and retention across Digital spectrum.
These initiatives solidified NAM''s digital leadership,
delivering exceptional value to customers
and stakeholders.

PIONEERING DIGITAL EXCELLENCE AND INNOVATION

At Nippon, the Digital Business has consistently
been at the forefront of the industry, championing
digital-first strategies. Its ultimate goal is to deliver
a seamless, inclusive, and intelligent investing
experience that drives AUM growth, enhances

investor retention, and fosters digital trust within the
mutual fund ecosystem.

To further enhance digital experiences, key platform
advancements were introduced:

1. Transforming Accessibility in Investing:
Introducing Voice Integration on our NIMF
Investor Android App:

We are delighted to announce a groundbreaking
feature on our Mutual Fund Android App - Voice
Integration - aimed at making investing easier,
inclusive, and empowering for all.

In line with our commitment to innovation and
inclusivity, this feature has been thoughtfully
designed to enable seamless transactions
through voice commands, ensuring that every
investor, including differently abled individuals,
can experience independence and ease in
managing their investments.

• What This Means to Us:

- Empowering Digitally: Voice-based
transactions empower individuals by
enabling them to take control of their
finances without relying on traditional
interfaces, making investing more intuitive
and user-friendly.

- Inclusive and Accessible: We at Nippon are committed to creating solutions that break barriers,
ensuring equal opportunities for all our investors by providing an intuitive, easy-to-use alternative
vis-a-vis traditional navigation.

- Conversational Commerce: We started this journey in 2019 and are not extending it to our other
Digital Assets. Conversational Commerce uses voice to offers a simplified and more engaging
way for users like yourself to learn and take action on their finances.

2. Nippon India Mutual Fund is now a part of
ONDC ecosystem:

NIMF also cemented its fintech leadership with
industry-first innovations. The first-ever Mutual
Fund transaction on ONDC at the Global Fintech
Fest 2024 marked a significant step towards
financial inclusion beyond B30 cities, taking
mutual funds to the heartlands of Bharat. Under
the Business Easy platform, targeted digital
training and adoption initiatives strengthened
partner engagement and operational risk
management. Additionally, multiple co¬
branded fintech collaborations positioned
Index Funds as a key growth driver.

3. Empowering Every Investor: Smarter

WhatsApp Investing with Vernacular Access:

• WhatsApp Vernacular for Investors (Hindi):

Vernacular WhatsApp will help us reach
and connect with regions of India that are
traditionally difficult to access. Additionally, it
makes our services more accessible to non¬
English speakers, ensuring inclusivity and
ease of use for a diverse population.

• WhatsApp (Investor) - Quick & Easy
Onboarding through Digi-Locker KYC

Non-KYC registered investors can now
complete their KYC instantly through our
WhatsApp platform. This seamless process
allows them to onboard themselves quickly
and hassle-free.

• Quick & Simple: Create a folio and Start Your
Investment Journey on WhatsApp (Investor
Distributor)

Investors/Distributors can now create folios
effortlessly through our WhatsApp platform.
They can initiate and complete a Lumpsum
or SIP transaction in just a few minutes.

PLATFORM EXPERIENCE AND ENHANCEMENTS

1. Cart Buying feature on Business Easy App

An e-commerce-like experience allowing
partners to add multiple schemes and initiate
transactions for their investors—Lumpsum
and SIP in a single transaction—boosting
convenience and efficiency. This will streamline
the investment process, reducing friction and
enhancing user engagement.

2. Business Easy 2.0 -iOS parity

A refreshed iOS experience with new features
like a partner dashboard, funds & performance
tracking, and a dedicated SIP corner. The
revamp aims to improve usability, provide
deeper insights, and make investment tracking
more intuitive for partners.

3. Enabling Debit Card Payment Mode for
Lumpsum Transactions

Debit Card payment not only provides an added
layer of flexibility, but also helps investors to
carryout high value online transactions without
the need for online banking credentials or other
complex procedures.

Benefits:

• Attracts investors from Tier 2, Tier 3 cities and
rural areas, where debit cards are common
but net banking or UPI may be underused.

• Supports financial inclusion by allowing non¬
tech-savvy investors to invest effortlessly.

DIGITAL ENGAGEMENT AND USER GROWTH

In our quest to explore new and innovative ways
of engaging with our customers, we launched
campaigns that catalyze engagement, enhance
reach and sustain growth while catering to the

varied needs of the modern-day investor. Utilizing
advanced technologies and creative storytelling,
we drive strategic investor acquisition and retention
campaigns that resonate with our audience. Digital
excellence and effective communication lie at the
heart of our approach, ensuring that our messaging
is relevant and impactful. Through this dual focus
on innovation and connection, we drive meaningful
interactions, nurture lasting relationships and
ultimately propel user growth.

NIMF works on driving digital engagement forward
by harnessing the capabilities of several key
technological and innovative enablers:

• Intelligent Al/ML engagement: Revolutionizing
engagement through the strategic fusion of
Artificial Intelligence and machine learning
capabilities, we are unlocking new frontiers in
personalized and data-driven segmentation
approach. This empowers us to distil complex
investor profiles into distinct segments, facilitating
thedeliveryof tailored comm unications, enhanced
engagement for effective investor outreach.

• Key Focus on Early Adoption: As part of
our ongoing efforts to reach out to the next
generation of investors, we took a series of
strategic initiatives aimed at Gen Z. To effectively
engage this audience, we leveraged AI - Driven
Campaigns and curated content tailored to their
preferences. Our strategy centred on utilizing
formats that resonate with the Next Gen with
Campaigns like #SIPKaSWAG, K-Drama Series
and Employee Generated Content aimed at
maximum impact and engagement.

• Impact Reach driven via Influencers: We

partnered with influencers strategically targeting
the next generation of investors by aligning
with their communication style and learning
preferences. Our focus was on curating a
strategy that resonates with the unique behavior
and insights of the Next Generation. We drew a
seamless integration between mutual funds
and topics like Dating, Travel and Lifestyle which
resonate the most with Gen Z making mutual
funds "fun" via "fun-fluencers".

• Driving Real-Time In-App Engagement:

Through Adobe Target Nudges we significantly
enhanced in-app experiences by delivering
personalized, intelligent and intuitive prompts.
These real-time, contextually relevant nudges
such as Market Movement, SIP Top-Up,
Redemption nudges which optimize user journey,
ensuring a seamless and engaging experience
tailored to individual needs.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned
foreign exchange equivalent to H 25.66 Cr (Previous
Year: H 19.35 Cr). The Company spent foreign
exchange equivalent to H 12.47 Cr (Previous Year:
H 10.46 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Section 134(5) of the Act,
the Directors confirm that -

(i) I n the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and that there are no material
departures;

(ii) The Directors have selected such accounting
policies in consultation with the Statutory
Auditors'' and have applied them consistently
and made judgments and estimates that
were reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit
of the Company for the year under review;

(iii) The Directors have taken proper and sufficient
care to the best of their knowledge and ability
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) The Directors have prepared the annual
accounts of the Company on a ''going
concern'' basis;

(v) The Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered
into/ by the Company during the financial year
under review with related parties were on an arm''s
length basis and in the ordinary course of business.
There were no materially significant related party
transactions which could have potential conflict
with the interest of the Company at large. During
the year, the Company had not entered into any

contract / arrangement / transaction with related
parties which could be considered material in
accordance with the policy of the Company on
materiality of related party transactions.

All Related Party Transactions were placed before
the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the
transactions which were of a repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted were reviewed and statements
giving details of all related party transactions were
placed before the Audit Committee and the Board
of Directors for their review on a quarterly basis. The
policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website
at the following link: https://mf.nipponindiaim.com/
InvestorServices/Pages/Investor-Policies.aspx

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

Your Directors draw attention of the members to
Note No. 28 to the financial statement which sets out
related party disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed
by the Regulators/ Courts which would impact
the going concern status of the Company and its
future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR
ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

The Company, being asset manager to NIMF,
invests in various debt market instruments (non¬
convertible debentures) issued by various issuers.
In order to realize the debenture outstanding''s, the
Company has filed certain applications under the
Insolvency and Bankruptcy Code, 2016. The Mutual
Fund Division of the Company is a respondent party
to an IBC proceeding filed in the matter of Reserve
Bank of India v. Dewan Housing Finance Corporation
Limited pending before the Hon''ble NCLT, Mumbai.
The Portfolio Management Services Division of the
Company has filed:

(a) IBC proceedings against Fortuna Buildcon
India Private Limited in November 2017 before
the Hon''ble NCLT, Bangalore, wherein currently
the resolution plan has been approved by the
Hon''ble NCLT vide order dated 18^th December
2024. IBC (Personal Insolvency) proceedings
were filed in Hon''ble NCLT against the surviving

brother of the key deceased promoter and the
legal heirs of the key deceased promoter. NCLT
dismissed the matter against the legal heirs of
the key deceased promoter against which an
application is filed in Hon''ble NCLAT, Chennai.
The hearings are underway. As regards the
surviving brother, Hon''ble NCLT admitted
the matter vide order dated 30^th July 2024.
The Personal Insolvency process is currently
underway.

(b) Three (3) IBC proceedings against three (3)
Biodiversity Conservation India Private Limited
group companies (BCIL Zed Ria Properties
Private Limited, BCIL Red Earth Developers India
Pvt. Ltd. and Biodiversity Conservation India
Private Limited) were filed in December 2017
before the Hon''ble NCLT, Bangalore. The NCLT
approved resolution plans in BCIL Zed Ria
Properties Private Limited and in BCIL Red Earth
Developers India Pvt. Ltd., which are currently
under implementation while Biodiversity
Conservation India Private Limited is currently
under liquidation. The Company is also a
respondent to two (2) appeals in BCIL Red Earth
Developers India Private Limited and in three
(3) appeals in BCIL Zed Ria Properties Private
Limited, before Hon''ble NCLAT, Chennai, which
have been filed challenging the approved
resolution plans.

(c) IBC proceedings have been filed against the
promoters of Biodiversity Conservation India
Private Limited in November 2020 before Hon''ble
NCLT, Bangalore which are currently at a pre¬
admission stage.

(d) IBC proceeding filed against Green Valley
Shelters Private Limited in December 2019,
before Hon''ble NCLT, Chennai, was admitted in
August 2021, however the proceedings were
temporarily stayed under an order of the
Supreme Court. The Supreme Court has
dismissed the matter in February 2025 and
the Corporate Insolvency Resolution Process
("CIRP") is underway. The Committee of
Creditors ("COC") has approved a Resolution
Plan submitted by the Resolution Applicant in
March 2025. The Resolution Professional has
filed the approved Resolution Plan with Hon''ble
NCLT, Chennai for final approval and hearings
are underway.

(e) An IBC proceeding filed against the promoters
of Green Valley Shelters Private Limited in
October 2020 before the Hon''ble NCLT, Chennai
is at the pre-admission stage and hearings
are underway.

(f) An IBC proceeding was filed against Arkie Atelier
Design India Private Limited, being the corporate
guarantor for the debentures issued by Green
Valley Shelters Private Limited in November
2021. NCLT passed and ex-parte order which

was challenged in the Hon''ble NCLAT, Chennai.
The hearings are underway.

OTHER DISCLOSURES

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

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

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

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

• There is no loan taken by the Company hence
disclosure with respect to one-time settlement
entered into with any Bank or financial institutions
does not arise.

• There was no instances of deviation(s) /
variation(s) in utilisation of IPO proceeds.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

As on March 31, 2025, your Company had 1,104
employees and for the previous year, your Company
had 1,004 employees. Disclosures relating to the
remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, also
form part of this Report. However, having regard to
the provisions of Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being
sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining
the said information may write to the Company
Secretary and upon such request the information
shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

Your Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee ("ICC") has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this Policy. Following is a summary of sexual
harassment complaints received and disposed off
during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of Listing Regulations,
top 1000 listed entities by market capitalisation
have to publish a Business Responsibility and
Sustainability Report ("BRSR"). BRSR for the year
under review as stipulated under Listing Regulations
is presented in a separate section forming part
of this Annual Report. Further, the Company is
in the process of obtaining report on assurance
of the BRSR Core, consisting of a set of Key
Performance Indicators (KPIs) / metrics under nine
(9) Environmental, Social & Governance attributes
for the financial year ended March 31, 2025 by
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
the Statutory Auditors of your Company and will be
forming part of this Annual Report.

AWARDS AND RECOGNITIONS

FY''25 has been a year of some key recognitions and
accolades coming the Company''s way. NAM India
has been recognised across various parameters
of Employee Experience, Engagement and superior
culture by W.E. Global Employees'' Choice award
which is different from all other awards as it is based
on the multigenerational model that gives you the
engagement and experience feedback of Gen Z,
Millennials, Gen X and Baby boomers. These awards
are conferred purely basis the objective feedback
provided by its employees, in the survey.

NAM India is among the companies across all
the sectors who participated and proudly shares
this elite platform with some of the other reputed
organizations in the country. It is indeed a moment
of pride that your organization has scaled yet
another summit and reaffirmed its place as
the #EmployerOfChoice having won across
most categories.

Your Company has won across below categories:

Company Awards	Leadership Awards
Global Employees'' Choice Award
Diversity & Inclusion Award	Best CEO Award 2024
Company with Best State of Well¬ Being	Sundeep Sikka
Best Company for Gen Z
Best Company for Gen Y	Best chro Award 2024 Rajesh Derhgawen
Company with Best Managers

Nippon India Corporate Bond was awarded the 2024
Morningstar''s Best Corporate Bond Fund highlighting
our process and fund management robustness.

We have also bagged award in the category of
Innovative Practice for our digital Platforms - Investor
Portfolio Dashboard & Business Easy Digital Suite.

Additionally, this year was phenomenal where
we have won multiple awards by our Information
technology team where Abhinav Pandey won
amongst the Top 5 AI Disruptors - Individual
Category by ET Now for "Nippon GPT: Revolutionizing

Employee Productivity and Customer Experiences
with Generative A I." (Sep 2024) Anuja Kalekar:
Awarded by ET Now for "NAMI Data Genie: The Data
Intelligence Marvel Unlocking Business Prowess".
(Sep 2024). Nippon Life India Asset Management:
Awarded by ET Now for "Integrating AI with Key
Functions" (Sep 2024). Abhijit Shah: CTO 100 Awards
For "Business Innovators with Cloud and Generative
AI, Nippon GPT & Data Genie" (Sep 2024)Nippon Life
India Asset Management: Awarded by ET Now for
Smart Data Applications & Software (June 2024).
Nippon Life India Asset Management: Awarded by ET
Now for Modern Data Architecture & Infrastructure
(June 2024).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere
appreciation for the co-operation received from
various regulatory and governmental authorities
including SEBI, RBI, Registrar of Companies,
Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO,

CMPFO, Stock Exchanges, Depositories, Custodians,
Bankers, Registrar and Share Transfer Agent
Shareholders, Investors, and all other business
constituents during the year under review. We
believe all of them have contributed to our
continued growth.

Your Directors also wish to place on record their deep
appreciation for the total commitment displayed by
all the executives, officers and staff, resulting in yet
another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Parekh Sundeep Sikka

Independent Executive Director &

Director Chief Executive Officer

(DIN: 06559989) (DIN: 02553654)

Place: Mumbai
Date: April 28, 2025

---

Mar 31, 2025

Your Directors take pleasure in presenting their 30^th Annual Report on the business and operations of your
Company, together with the audited financial statements, for the year ended March 31, 2025.

Your Company endeavours to remain one of the leading players in the Asset Management business in
India and keep exploring opportunities for enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI is one of the largest
life insurers in the world managing assets of over USD 580 billion. It has a large global network with presence
across US, Europe, Asia, and Australia along with over 130-year track record in Life Insurance business as
well as global investments across Asset Management companies. This pedigree brings strong synergistic
benefits that very well complements your Company''s domestic expertise in the Asset Management
business and provides a thrust to its significant growth potential. Your Company expects substantial upside
in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s
global positioning & relationships.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the Indian Accounting Standards ("IND AS") notified under
Section 133 of the Companies Act, 2013 ("the Act") [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis)
of the Company for the year ended March 31, 2025 are as follows:

	Consolidated		Standalone
Description	Year ended March 31, 2025	Yearended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Gross Income	2520.72	2037.34	2348.28	1877.08
Profit before exceptional item and tax	1694.32	1352.48	1654.67	1294.48
Exceptional Items	-	-	-	-
Profit Before tax	1694.32	1352.48	1654.67	1294.48
Current Tax	377.54	227.66	365.84	228.55
Deferred Tax	31.05	18.57	36.60	18.70
Profit for the year	1285.73	1106.25	1252.23	1047.23
Share of Profit from Associates	0.66	1.07	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(4.82)	(1.26)	(4.51)	(1.18)
Balance carried to Balance Sheet	1281.57	1106.06	1247.72	1046.05
Basic EPS of H 10 each	20.34	17.71	19.79	16.75
Diluted EPS of H 10 each	20.03	17.53	19.49	16.58

The Consolidated Financial Statements of the Company forms part of this Annual Report.

OPERATION HIGHLIGHTS

As you are aware that your Company acts as the asset manager to Nippon India Mutual Fund ("NIMF"), which
is one of the largest Mutual Funds in India, in terms of the Quarterly Average Assets under Management
("QAAUM") as on March 31, 2025.

The QAAUM of NIMF as on March 31, 2025 was H 5,57,199 crore comprising of H 2,77,377 crore of Equity,
H 83,397 crore of Debt, H 42,571 crore of Liquid Funds and H 1,53,854 crore of ETF assets. It may be noted that
the QAAUM of NIMF as on March 31, 2024 was H 4,31,308 crore comprising of H 2,12,252 crore of Equity, H 68,135
crore of Debt, H 39,379 crore of Liquid Funds and H 1,11,542 crore of ETF assets.

Overall QAAUM of NIMF has increased by 29.2% during the financial year 2024-25, while the Indian Mutual
Fund Industry witnessed an overall positive growth of 24.6% in terms of QAAUM (Source: AMFI).

New Schemes Launched:

During the year under review, Nippon India Mutual Fund launched the following new schemes:

Name of Scheme	Type	Structure
Nippon India Active Momentum Fund	Open	Equity
Nippon India Nifty 500 Momentum 50 Index Fund	Open	Other - Index Funds
Nippon India Nifty 500 Equal Weight Index Fund	Open	Other - Index Funds
Nippon India Nifty Auto Index Fund	Open	Other - Index Funds
Nippon India Nifty Realty Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Dec 2026 Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Jan 2028 Index Fund	Open	Other - Index Funds

As on March 31, 2025, NIMF has a well-rounded portfolio of 105 schemes under various categories such as
Equity, Debt, Hybrid, Exchange Traded Fund, Fixed Maturity Plans and Interval Funds.

DETAILSOF MATERIAL CHANGESANDCOMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE FINANCIAL YEAR END AND
THE DATE OF THIS REPORT

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year 2024-25 and the date of
this Report.

DIVIDEND

During the year, the Company had declared and
paid an interim dividend of g 8.00 per equity share of
g 10/- each amounting to g 506.58 Crore. The Board
has also recommended a final dividend of g 10.00 per
equity share of g 10/- each for the financial year ended
March 31, 2025, for the approval of the Shareholders
at the ensuing Annual General Meeting ("AGM").
With this the total dividend for the financial year
2024-25 would be approximately g 1141 Crores,
including the interim dividend of g 8.00 per equity
share distributed in November 2024. The Final
dividend, if declared, will be paid on and from July
21, 2025.

The dividend pay-out is in accordance with the
Company''s Dividend Distribution Policy which
is placed on the Company''s website at https://
mf.nipponindiaim.com/lnvestorServices/Pages/
Investor-Policies.aspx.

AMOUNT TO BE CARRIED TO RESERVES

There is no amount proposed to be transferred to
the reserves. For complete details on movement
in Reserves and Surplus during the financial year
ended March 31, 2025, please refer to the Statement
of Changes in Equity included in the Financial
Statements of the Company forming part of this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for
the year under review as stipulated under SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is presented
in a separate section forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements
of the Company forming part of this Annual Report.

DEPOSITS

During the year, your Company has not accepted
any deposits within the meaning of Sections 73 and
74 of the Act read together with the Companies
(Acceptance of Deposits) Rules, 2014. Further,
there are no outstanding or unclaimed deposits,
unclaimed / unpaid interest, refunds due to the
deposit holders or to be deposited to the Investor
Education and Protection Fund as on March 31, 2025.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of
employee ownership and to attract, retain, motivate
and incentivize senior as well as critical talent, the
Company has formulated the following Employee
Stock Option Plan(s) / Scheme(s):

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2017 ("NAM INDIA
ESOP 2017") as its stock option scheme, which was
launched in August 2017.

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2019 ("NAM INDIA
ESOP 2019") as its stock option scheme, which was
launched in July 2019.

• Nippon Life India Asset Management Limited

- Employee Stock Option Scheme 2023 ("NAM
INDIA ESOP 2023") as a stock option scheme and
Nippon Life India Asset Management Limited

- Performance Linked Stock Unit Scheme 2023
("NAM INDIA PSU 2023") as a stock unit scheme,
which were launched in October 2023.

During the year, there has been no material variation
in the terms of aforesaid Plans and Schemes and
the same are in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB

& SE Regulations"). No employee was issued stock
option/unit, during the year equal to or exceeding
1% of the issued capital of the Company at the time
of grant.

The certificate from the Secretarial Auditors of the
Company confirming the compliance of the SBEB &
SE Regulations with respect to the aforesaid Plans
and Schemes of the Company will be available for
inspection through electronic mode. Any member
interested in obtaining the same may write to the
Company Secretary. The details as required to be
disclosed under SBEB & SE Regulations are placed on
the Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/ESOP-Disclosure.aspx

CAPITAL STRUCTURE

During the Financial year 2024-25, the Company
issued and allotted 47,03,902 Equity Shares to
eligible employees on exercise of options granted
under the Employee Stock Option Plan(s) of the
Company. Hence, the issued, subscribed, and paid-
up capital of the Company was 63,47,02,632 Equity
Shares of H 10 each as on March 31, 2025.

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

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

b) sweat equity shares.

The Equity History of the Company has been
provided in the Corporate Governance Report.

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company maintains a strong focus on
Compliance and Risk Management as these are
essential elements for its long-term success. The
compliance and risk functions are managed by a
dedicated and experienced team of professionals.
The management has a zero tolerance towards risk
and compliance failures or breaches.

There exists a comprehensive Compliance Manual,
which is reviewed by your Board of Directors from
time to time and it facilitates the Company''s
Compliance team to monitor various compliance
requirements effectively & comprehensively. Your
Board of Directors have also constituted a Risk and
Compliance Committee, which is chaired by the ED &
CEO and which has the Chief Legal and Compliance
Officer, and other senior & relevant functionaries
as its members. This Committee meets at least
once in a quarter to discuss and deliberate issues
pertaining to compliance and other regulatory
developments. The Compliance team regularly
conducts educative training programs for various
segments within the organization.

Your Company also has a comprehensive Risk
Management Policy that envisages a structured
and consistent enterprise-wide risk management

framework, based on the three lines of defence
model, to ensure that risk management processes
are consistently applied across the organization
and provide reasonable assurance regarding
achievement of organization''s objectives.

The Risk Management Policy clearly sets out the
objectives & elements of risk management within
the organization, including the constitution of an
independent Risk Management department headed
by the Chief Risk Officer (reporting directly to the ED
& CEO), Risk Management Committees at executive
and Board levels. The policy also defines the roles
and responsibility of all the CXOs towards risk
management as part of first line of defence model.

Your Company promotes risk awareness culture
throughout the organization and risk management
is an integral part of decision making and day-to¬
day operations of all activities at all levels across
the organization. There are well documented and
Board approved policies and processes to address
and mitigate various risks to which the Company is
exposed. The Company also has a robust business
continuity plan which is tested on a periodic
basis to ensure uninterrupted operations. The Risk
department conducts various training programs on
various facets of risk management including cyber
risk awareness, conduct risk, operational risk, anti
money laundering etc.

The Company has a structured risk reporting
mechanism to ensure risks are monitored
and reviewed by the Chief Risk Officer, Senior
Management, Risk Management Committee and
Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has an Internal Control System
which is commensurate with the size, scale and
complexity of its business operations.

For effective risk management and control,
the Company has established structures and
responsibilities in line with the "Three Lines of
Defense" model, where 1^st line being business
operations, 2^nd line is the oversight functions like Risk
Management and Compliance and 3^rd line is Internal
Audit. To maintain its objectivity and independence,
the Internal Audit department reports to the
Audit Committee of the Board. The Internal Audit
department monitors and evaluates the efficacy
and adequacy of the internal control system in the
Company, its compliance with operating systems,
accounting procedures and policies. Based on
the report of the Internal Auditor, process owners
undertake corrective action in their respective
areas and thereby strengthen the controls. The
Internal Audit department follows up on pending
audit issues and ensures that corrective actions
have been taken. Significant audit observations, if
any, and corrective actions thereon, are presented
to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s
commitment to the highest standards of corporate
governance to enhance trust of all its stakeholders.
Strong & robust corporate governance practices
have facilitated your Company in standing up to
the continued scrutiny of domestic & international
investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule
V of the Listing Regulations is presented in a separate
section forming part of this Report.

A certificate from the Statutory Auditors of the
Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, conforming compliance to the
conditions of Corporate Governance as stipulated
under Para E of Schedule V of the Listing Regulations,
is enclosed with Corporate Governance Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and Listing
Regulations, the Company has formulated a Vigil
Mechanism to address the genuine concerns, if any.
The Whistle Blower policy can be accessed on the
Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/Investor-Policies.aspx.
It is affirmed that no person has been denied access
to the Chairperson of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social
Responsibility ("CSR"), your Company has
undertaken projects in the areas of promoting
healthcare, education, and rural development in
accordance with Schedule VII to the Act.

The Annual Report on CSR activities along with the
executive summary for Impact Assessment Reports
of the applicable projects, in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, is annexed herewith as
Annexure A and the complete Impact Assessment
Reports of the applicable projects are available on
the Company''s website at https://mf.nipponindiaim.
com/csr/.

SUBSIDIARIES & ASSOCIATE COMPANY

As on March 31, 2025, your Company had two (2)
subsidiaries. One of such subsidiaries is in overseas
i.e., in Singapore and other one is in India. Both
the subsidiaries of the Company are engaged in
financial services and related activities. In addition,
your Company also has an associate company in
India, which has already surrendered its business
license/ regulatory approval to act as a Pension
Fund Manager. This particular Company currently
has no business operations, and it is therefore
proposed to be wound up, in accordance with the
applicable laws.

A statement w.r.t. the performance and the financial
position of the subsidiary companies is presented in
the Management Discussions and Analysis Report
forming part of this Annual Report. The policy for
determining material subsidiary companies may
be accessed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx

The annual accounts of the subsidiary companies
is placed on the website of the Company. Pursuant
to Section 129(3) of the Act, a statement containing
salient features of the financial statements of
the subsidiary and associate companies in
the prescribed Form AOC-1 forms part of this
Annual Report.

Except for the above subsidiaries, your Company
does not have any other subsidiary or an associate
company or a joint venture during the year
under review.

KEY MANAGERIAL PERSONNEL

During the year under review, the following
employees were the ''Key Managerial Personnel'' of
the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief
Executive Officer ("ED & CEO");

b) Mr. Ajay Patel - Manager;

c) Mr. Valde Varghese - Company Secretary &
Compliance Officer*;

d) Mr. Parag Joglekar - Chief Financial Officer**;

e) Ms. Nilufer Shekhawat - Company Secretary &
Compliance Officer #; and

f) Mr. Amol Bilagi - Interim Chief Financial Officer@;

*appointed as the Company Secretary & Compliance Officer
w.e.f. July 1, 2024

**appointed as the Chief Financial Officer w.e.f. September 19,
2024

#ceased as the Company Secretary & Compliance Officer
w.e.f. June 3, 2024

@ceased as the Interim Chief Financial Officer w.e.f. September
19, 2024

DIRECTORS

In accordance with the provisions of Section 152
of the Act read with the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and
the Articles of Association of the Company,
Mr. Hiroki Yamauchi (DIN: 08813007), Non-Executive
(Nominee) Director, is liable to retire by rotation at
the upcoming AGM of the Company scheduled to be
held on July 18, 2025, and being eligible has offered
himself for re-appointment. Necessary proposal for
his re-appointment will be placed for your approval
at the upcoming AGM. The brief resume and other
related information have been detailed in the Notice
convening the AGM of the Company. The Board of
Directors recommends his re-appointment as Non¬
Executive Director of the Company.

During the year, Ms. Ameeta Chatterjee
(DIN: 03010772), ceased to be an Independent
Director of the Company w.e.f. close of business
hours on March 23, 2025 upon completion of her
second term as an Independent Director of the
Company. The Board of Directors of the Company
placed on record its sincere appreciation for the
valuable contribution and guidance provided by
Ms. Chatterjee during her association with the
Company as an Independent Director. The Board
of Directors of the Company at its meeting held
on March 12, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mrs. Sonu Bhasin
(DIN: 02872234) as an Additional Director, designated
as an Independent Director w.e.f. March 23, 2025.
Further, as required under Regulation 17(1C) of the
Listing Regulations, the Company had on April 24,
2025, obtained approval of the shareholders of the
Company through Postal Ballot for appointment of
Mrs. Sonu Bhasin as an Independent Director of the
Company for a term of five (5) consecutive years,
w.e.f. March 23, 2025.

Pursuant to the provisions of Sections 149 and 152 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualifications of Directors) Rules,
2014, along with Schedule IV of the Act and Listing
Regulations, Mr. Ashvin Parekh (DIN: 06559989)
was appointed as an Independent Director of the
Company for a term of five (5) consecutive years
w.e.f. August 1, 2020 to July 31, 2025, (''first term/
current term'') by the shareholders of the Company
on March 17, 2021, vide Postal Ballot. Thus, the current
term of Mr. Parekh as an Independent Director of the
Company will be ending on July 31, 2025.

Considering his knowledge, skills, background,
experience and contributions made over the years
as an Independent Director of the Company and
on the basis of his performance evaluation, the
Board believes that his continued association as an
Independent Director would be of immense benefit
to the Company. Accordingly, the Board of Directors
of the Company, based on the recommendation
of the Nomination and Remuneration Committee
has re-appointed Mr. Parekh as an Independent
Director of the Company for a second term of five
(5) consecutive years commencing from August
1, 2025 to July 31, 2030, subject to the approval of
the shareholders of the Company, through special
resolution at the ensuing AGM. In compliance with
the provisions of Regulation 17(1 A) of the Listing
Regulations, the approval of the shareholders of the
Company by special resolution is also sought for
re-appointing Mr. Parekh, who would be attaining
the age of 75 years during his second term of
appointment as an Independent Director. The
resolution for aforesaid re-appointment along
with the brief profile and other related information
of Mr. Ashvin Parekh form part of the Notice
convening the AGM of the Company. The Board of

Directors recommends his re-appointment as an
Independent Director of the Company.

Post the year under review, Mr. Tomohiro Yao
ceased to be a Non-Executive (Nominee) Director
of the Company w.e.f. April 28, 2025, on account of
resignation due to change in management team of
NLI. The Board of Directors of the Company placed
on record its sincere appreciation for the valuable
contribution and guidance provided by Mr. Tomohiro
Yao during his association with the Company as a
Non-Executive Director.

The Board of Directors of the Company at its meeting
held on April 28, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mr. Kosuke Kuroishi
(DIN: 11069118) as an Additional (Non-Executive)
Director of the Company (Nominee of NLI, Promoter
of the Company) w.e.f. April 28, 2025 to hold office
up to the date of the ensuing AGM of the Company,
and thereafter, subject to the approval of the
shareholders of the Company, as a Non-Executive
(Nominee) Director of the Company, liable to retire
by rotation. The resolution for aforesaid appointment
along with the brief profile and other related
information of Mr. Kosuke Kuroishi form part of the
Notice convening the AGM of the Company. The
Board of Directors recommends his appointment as
a Non-Executive (Nominee) Director of the Company.

All the Independent Directors of your Company i.e.,
Mr. Upendra Kumar Sinha, General Ved Prakash
Malik (Retd.), Mrs. Sonu Bhasin, Mr. Ashvin Parekh
and Mr. B. Sriram have already furnished the
required declarations that they meet the criteria of
independence as laid down under Section 149(6) of
the Act and Listing Regulations.

In terms of Section 150 of the Act read with Rule 6(3)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, all Independent Directors
of the Company have confirmed that they
have registered themselves with the databank
maintained by the Indian Institute of Corporate
Affairs, Manesar ("IICA"). Further, in terms of Rule 6(4)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, one (1) Independent Director
has passed the Online Proficiency Self-Assessment
test conducted by IICA and the other four (4)
Independent Directors were not required to appear
for the said test as required by IICA as they fulfil the
exemption criteria stipulated under Rule 6(4) of the
Companies (Appointment and Qualifications of
Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite expertise,
experience & proficiency and are people of high
integrity and repute. They fulfil the conditions
specified in the Act and the Rules made thereunder
and Listing Regulations and are independent of
the management.

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

PERFORMANCE EVALUATION OF DIRECTORS, BOARD
AND COMMITTEES

Your Company has devised a policy for the
performance evaluation of the individual directors,
Board and its Committees, which also includes
the criteria for carrying out the said performance
evaluation. Pursuant to the provisions of the Act
and Regulation 17(10) of Listing Regulations and as
prescribed in the stated policy of the Board, the Board
has carried out an annual performance evaluation
of (i) its Chairperson (ii) the Directors (independent
and non-independent); (iii) itself (as a whole); and
(iv) its committees. The Board performance was
evaluated based on inputs received from the Board
members after considering criteria such as Board
composition and structure, effectiveness of Board
/ Committee processes, and information provided
to the Board, etc. In terms of the requirements of
the Act and Listing Regulations, a separate meeting
of the Independent Directors was also held during
the year.

BOARD AND COMMITTEE MEETINGS

During the year ten (10) Board meetings were held,
which includes two (2) joint Board Meetings between
the Board of the Company ("AMC") with the Board
of the Trustees as stipulated in SEBI Master Circular
no. SEBI/ho/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

Your Directors wish to inform that the functioning of
the Board is supplemented by various committees
(Board committees and management committees),
which have been constituted from time to time, such
as Audit Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee, Risk
Management Committee, Unit Holder Protection
Committee, IT Strategy Committee, Valuation
Committee, Investment Committee, Risk and
Compliance Committee, Allotment Committee,
Broker Empanelment Committee, Operating
Committee, Stewardship Committee, Proxy Voting
Committee, Technology Committee, etc. to name
a few. Each of the aforesaid Committees has been
constituted in order to ensure due compliance with
the applicable laws and to ensure that the highest
levels of corporate governance are followed and
practiced. The minutes of the meetings of each of
these Committees are duly placed before the Board
of Directors for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the
Act, Regulation 18 of the Listing Regulations and
Paragraph 6.1.2 of the SEBI Master Circular no. SEBI/
HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated June 27,

2024, the Audit Committee of the Company consists
of seven (7) members including a majority of
Independent Directors. As on date of this report, it
comprises of five (5) Non - Executive Independent
Directors of the Company viz. Mr. Ashvin Parekh
[Chairperson], Mrs. Sonu Bhasin, General Ved Prakash
Malik (Retd.), Mr. B. Sriram, Mr. Upendra Kumar Sinha
and two (2) Non - Executive Non-Independent
Directors of the Company viz. Mr. Minoru Kimura and
Mr. Kosuke Kuroishi as its members.

During the year, nine (9) meetings of the Audit
Committee were held, which includes one (1) joint
Audit Committee meeting between the Audit
Committee of the AMC and the Audit Committee of
the Trustees and one (l) meeting to interact with the
Statutory and Internal Auditors of the Mutual Fund
Schemes without the engagement of management
of the AMC as stipulated in SEBI Master Circular
No. SEBI/HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

There have been no instances where the Board
has not accepted any recommendation of any
Committee of the Board which is mandatorily
required, during the financial year.

Other relevant details in this regard have been
provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 19 of the Listing Regulations, the
Nomination and Remuneration Committee of the
Company consists of seven (7) members including
a majority of Independent Directors. As on date of
this report, it comprises of seven (7) Directors out
of which five (5) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.)
[Chairperson], Mrs. Sonu Bhasin, Mr. Ashvin Parekh,
Mr. B. Sriram, Mr. Upendra Kumar Sinha and two
(2) Non - Executive Non-Independent Directors of
the Company viz. Mr. Minoru Kimura and Mr. Hiroki
Yamauchi as its members.

During the year, three (3) meetings of the Nomination
and Remuneration Committee were held. Other
relevant details in this regard have been provided in
the Corporate Governance Report.

In terms of the requirements under the Act and SEBI
Listing Regulations, your Company has in place a
policy w.r.t. thedirector''s appointment, remuneration,
criteria for determining qualifications, attributes,
independence of a director. The remuneration
paid to the Directors, Key Managerial Personnel
and Senior Management is as per the Nomination
and Remuneration Policy of the Company. The
Nomination and Remuneration Policy has been
provided as Annexure B to the Board''s Report and
is also placed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the
Act, the Corporate Social Responsibility ("CSR")
Committee of the Company consists of five (5)
members. As on date of this report, it comprises of five
(5) Directors out of which two (2) are Non - Executive
Non-Independent Directors of the Company viz.
Mr. Hiroki Yamauchi [Chairperson], and Mr. Kosuke
Kuroishi, two (2) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.) and
Mrs. Sonu Bhasin and one (1) Executive Director viz.
Mr. Sundeep Sikka as its members.

During the year, four (4) meetings of the CSR
Committee were held. Other relevant details in
this regard have been provided in the Corporate
Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations,
the Stakeholders'' Relationship Committee of
the Company consists of three (3) members. As
on date of this report, it comprises of three (3)
Directors of the Company out of which one (1) is
Non - Executive Independent Director viz. Mrs. Sonu
Bhasin [Chairperson], one (1) is Non - Executive
Non-Independent Director viz. Mr. Hiroki Yamauchi
and one (1) Executive Director of the Company viz.
Mr. Sundeep Sikka as its members.

During the year, two (2) meetings of the Stakeholders''
Relationship Committee were held. Other relevant
details in this regard have been provided in the
Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the
Listing Regulations and Mutual Fund Regulations,
the Company has constituted a Risk Management
Committee of the Board which consists of seven (7)
members. As on date of this report, it comprises of
six (6) Directors of the Company out of which two (2)
are Non-Executive Non-Independent Directors viz.
Mr. Hiroki Yamauchi [Chairperson] and Mr. Kosuke
Kuroishi, three (3) are Non-Executive Independent
Directors viz. Mr. Ashvin Parekh, Mr. Upendra Kumar
Sinha and Mr. B. Sriram, one (1) is Executive Director
viz. Mr. Sundeep Sikka and the Chief Risk Officer of
the Company viz. Mr. Rishi Garg as its members.

During the year, four (4) meetings of the Risk
Management Committee of the Board were held.
Other relevant details in this regard have been
provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND
INTERNAL

Statutory Auditors:

In terms of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
(ICAI FRN: 101248W/W-100022) were re-appointed as
the Statutory Auditors of your Company for a period
of 5 continuous years i.e. from the conclusion of
28^th AGM till the conclusion of 33^rd AGM of
the Company.

The Auditor''s Report on the financial statements
of the Company for the financial year ended
March 31, 2025 forms part of this Annual Report.
The observations and comments given by the
Statutory Auditors in their report read together with
notes on financial statements are self-explanatory
and hence does not require any further comments
in terms of Section 134 of the Act.

In terms of Section 143(12) of the Act, the said
Auditors of the Company have not reported any
instance of fraud having taken place during the
year under review.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as the Internal Auditors of your Company
for the financial year 2024-25.

AUDITORS OF THE SCHEMES OF NIPPON INDIA
MUTUAL FUND - STATUTORY AND INTERNAL

In accordance with the applicable provisions of law,
the Company has appointed Statutory and Internal
Auditors for various Schemes of Nippon India
Mutual Fund, who periodically submit their reports,
which are placed before the Audit Committee
for discussion, review and implementation of
their recommendations.

Statutory Auditors :

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants were appointed as Statutory Auditors
of the Schemes of Nippon India Mutual Fund for the
financial year 2024-25.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as Internal Auditors of the Schemes
of Nippon India Mutual Fund and the Portfolio
Management Services division of the Company, for
the financial year 2024-25.

SECRETARIAL STANDARDS

During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
your Directors had appointed M/s. M. Siroya and
Company, Company Secretaries to undertake the
Secretarial Audit of the Company for the financial

year 2024-25. In this regard, the Report submitted
by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform you that the
report from the Secretarial Auditors does not contain
any qualifications or reservation or other adverse
remarks. In terms of Section 143(12) of the Act, the
said Auditors of the Company have not reported
any instance of fraud having taken place during the
year under review.

Further, in terms of amended provisions of
Regulation 24A of the Listing Regulations, the Board
has appointed and recommended appointment of
M/s. Siroya and BA Associates, Practicing Company
Secretaries as Secretarial Auditors of the Company
for a term of five (5) consecutive financial years
commencing from April 1, 2025 till March 31, 2030.
The appointment will be subject to shareholder''s
approval at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company has been
placed on the website of the Company and can
be accessed at https://mf.nipponindiaim.com/
AboutUs/FinancialReports/Pages/Annual-Return.
aspx.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The operations of the Company do not consume
high levels of energy. Adequate measures have been
taken to conserve energy wherever feasible. Your
Company uses the latest technology and energy -
efficient equipments. Your Company only uses LED
lights and 5-star air-conditioning for majority of
offices. As energy cost forms a very small part of the
total costs, the impact on cost is not material.

Technology Absorption, Adaptation and
Innovation:

At Nippon India Mutual Fund ("NIMF"), our
commitment to a robust digital-first approach is
paramount and it is evident in our customer-centric,
seamless, and frictionless digital experiences. We
continue to lead the industry''s digital transformation
through innovative and cutting-edge initiatives.
Here is an overview of some key, needle-moving
initiatives delivered in the year gone by:

• Focus on Artificial Intelligence (AI)

The AI/ML initiatives have significantly enhanced
campaign performance and optimization,
covering ~2.17 Cr. customers, enhancing customer
engagement and improving conversions. Our
ML-based propensity to buy campaigns have

significantly contributed to revenue growth,
adding H 1,770 Cr. in incremental gross sales in
the last six months (from August 2024 to February
2025). By leveraging AI-powered insights, we
continue to refine our targeting strategy, ensuring
higher efficiency and impact in future campaigns.

Nippon GPT is making strides in automating
workflows and improving organizational
efficiency, with current adoption spanning across
employees and the sales team. With vernacular
capability, the platform efficiently handles
~120 user queries per day, saving manual effort
equivalent. Additionally, AI-driven solutions have
been successfully implemented for the Equity
Investment Research Team and Fixed Income
Research Team, providing deeper insights and
faster decision-making. With the platform now
fully operational, we are poised to expand its
adoption across the organization for enhanced
productivity and automation.

• Data Digest Series

The Data Digest initiative continues to provide
valuable insights into sectoral, thematic, and
market trends, enabling data-driven decision¬
making. Our monthly mailers deliver detailed
information on new investor activity and
transaction trends, ensuring that stakeholders
remain updated on evolving market dynamics.
The data digest series focused on the theme
"Women and Wealth", providing insights into
the evolving landscape of female investors in
India. This edition highlighted the AAUM Share of
Women Investors and shared the Breakdown of
New Women Investors.

• Infrastructure initiatives

Our IT infrastructure continues to evolve with
SDWAN and Dual Link implementation, now
completed across 169 branches, delivering
99.75% uptime for SDWAN and 99% uptime for
dual link connectivity. As part of our End-User
Infrastructure Refresh Initiative, we have replaced
~810 assets in FY 2024, ensuring enhanced system
performance and security. Furthermore, we have
successfully implemented the Hardware Security
Module (hsm), providing stronger encryption,
decryption, and authentication mechanisms to
reinforce data security and integrity.

• Regulatory Compliance

We successfully launched the Trade Declaration
Compliance Platform (Velox), completing a
PAN India demo and training session for users.
Cybersecurity remains a top priority, with
Vulnerability Assessment and Penetration
Testing (VAPT) system, and cyber audits for H1
2024 completed with NIL observations. AI-driven
analytics have been implemented in the dealing
room, enhancing monitoring and compliance
adherence. Our Extended Detection and Response

(XDR) AV solutions have further strengthened
threat detection and response mechanisms,
ensuring a secure and resilient IT ecosystem.

As part of Regulatory Compliance with SEBI
circulars addressing potential market abuse,
including front-running and fraudulent
transactions, we have implemented advanced
tools for controls and checks.

- The Bloomberg Transaction Cost Analysis
(BTCA) tool provides a fully automated
surveillance workflow for trading activities
across asset classes.

- Real-time streaming data feeds for all symbols
have been integrated using Global Data Feeds
and Dion.

- The ICRA analytics tool has also been deployed
to generate suspicious alerts, ensuring robust
monitoring and compliance.

• Implementation of cloud initiatives

Continuing NAM India''s cloud journeys a few
initiatives on cloud where the infrastructure for
initiatives such as Data Lake, Analytics, new
core applications have been implemented on
the AWS cloud. A cloud first approach has been
implemented to take advantage of the features
that cloud offers. Our digital assets are all moved
from on premises to clouds that has led to
better availability and consistency across digital
channels. Our financial accounting software
has also been moved to a cloud environment,
leading to optimization of costs and availability.
The security profile of the cloud has also
been enhanced.

The Cybersecurity framework has been
strengthened with the rollout of Single Sign-On
(SSO) and Multi-Factor Authentication (MFA)
for SAP, enhancing security for end users. A
continuous VAPT initiative has been launched
to proactively identify and address potential
security vulnerabilities.

• Continued Process Automation across
Organization

Building on the impetus of automation initiated
during last FY, further processes across business
departments have been implemented. Many
processes across operations, digital, sales and
finance have been completed or in progress.
This has provided multiple benefits in terms of
processing times, reduced manual intervention
and resource optimization.

The automation of Disaster Recovery (DR) is
completed. We can switch to DR setup on a single
click, this will reduce the downtime and data
replication timelines resulting in minimizing the
data loss.

DIGITAL ADOPTION AND INNOVATION

Being a future-ready mutual fund business, we at
NIMF have embraced technological innovation
and adapted to changing consumer preferences
to thrive in this era of democratized investing. We
are continuously reshaping traditional financial
services delivery, embracing a new identity as a
forward-thinking Digitech enterprise that unlocks
value for business and reimagines investments for
the modern investor.

NIMF is leveraging several key technological
enablers to accelerate its digital transformation:

• Mobile-First Ethos: NIMF has adopted a mobile-
first approach in designing its digital platforms,
ensuring seamless and user-friendly experiences
for investors. This strategy recognizes the
growing preference for mobile devices, and
hence captive apps, among users and prioritizes
the development of mobile applications
and interfaces.

• Platform-of-choice WhatsApp Integrations:

Recognizing WhatsApp as a preferred platform
for communication and transactions, NIMF
has integrated WhatsApp capabilities into
its framework. This enables investors and
distributors to initiate transactions and access
services effortlessly through the messaging app,
expanding accessibility and convenience.

• Advanced Analytics and AI: NIMF utilizes
advanced analytics and artificial intelligence
to gain insights into investor behavior and
preferences. This allows personalized experiences,
intelligent nudges, and targeted campaigns
tailored to specific audiences, enhancing
engagement and driving business growth.

• Strategic Partnerships with Tech Giants:

Collaborations with tech giants such as Google,
Meta (formerly Facebook), and Adobe provide
NIMF with access to innovative beta products and
best-in-class product suites. These partnerships
enable sharper targeting, real-time analytics,
and geo-localization strategies, enhancing
the effectiveness of digital campaigns and
outreach efforts.

• Digital Engagement Model: NIMF has developed
a comprehensive digital engagement model
inspired by e-commerce practices. This model
focuses on acquisition, onboarding, engagement,
and re-engagement of digital investors,
supported by data-driven insights and strategies
derived from digital behemoths like Google, Meta,
and Adobe.

DRIVING ACCELEARTED GROWTH THROUGH DIGITAL
BUSINESS

Building on the foundation of our robust digital-
first approach, NIMF Digital Business continued its
accelerated growth in FY25 by solidifying digital as a

core engine of our organization with more than 70%
fresh transactions driven by Digital Business Assets
and Integrations. Our commitment to delivering
customer-centric, seamless, and frictionless digital
experiences remains paramount as we continue
to lead the industry''s digital transformation
through innovative and cutting-edge initiatives,
focusing on strategies that directly translate to
measurable growth.

Digital Business now acts as a growth enabler
by amplifying digital engagement, expanding
distribution channels, enhancing operational
efficiency, leveraging data-driven insights, and
empowering distributors. Use of advanced analytics
and AI to create personalized customer journeys
with a mobile-first strategy continue to boost
acquisition and retention across Digital spectrum.
These initiatives solidified NAM''s digital leadership,
delivering exceptional value to customers
and stakeholders.

PIONEERING DIGITAL EXCELLENCE AND INNOVATION

At Nippon, the Digital Business has consistently
been at the forefront of the industry, championing
digital-first strategies. Its ultimate goal is to deliver
a seamless, inclusive, and intelligent investing
experience that drives AUM growth, enhances

investor retention, and fosters digital trust within the
mutual fund ecosystem.

To further enhance digital experiences, key platform
advancements were introduced:

1. Transforming Accessibility in Investing:
Introducing Voice Integration on our NIMF
Investor Android App:

We are delighted to announce a groundbreaking
feature on our Mutual Fund Android App - Voice
Integration - aimed at making investing easier,
inclusive, and empowering for all.

In line with our commitment to innovation and
inclusivity, this feature has been thoughtfully
designed to enable seamless transactions
through voice commands, ensuring that every
investor, including differently abled individuals,
can experience independence and ease in
managing their investments.

• What This Means to Us:

- Empowering Digitally: Voice-based
transactions empower individuals by
enabling them to take control of their
finances without relying on traditional
interfaces, making investing more intuitive
and user-friendly.

- Inclusive and Accessible: We at Nippon are committed to creating solutions that break barriers,
ensuring equal opportunities for all our investors by providing an intuitive, easy-to-use alternative
vis-a-vis traditional navigation.

- Conversational Commerce: We started this journey in 2019 and are not extending it to our other
Digital Assets. Conversational Commerce uses voice to offers a simplified and more engaging
way for users like yourself to learn and take action on their finances.

2. Nippon India Mutual Fund is now a part of
ONDC ecosystem:

NIMF also cemented its fintech leadership with
industry-first innovations. The first-ever Mutual
Fund transaction on ONDC at the Global Fintech
Fest 2024 marked a significant step towards
financial inclusion beyond B30 cities, taking
mutual funds to the heartlands of Bharat. Under
the Business Easy platform, targeted digital
training and adoption initiatives strengthened
partner engagement and operational risk
management. Additionally, multiple co¬
branded fintech collaborations positioned
Index Funds as a key growth driver.

3. Empowering Every Investor: Smarter

WhatsApp Investing with Vernacular Access:

• WhatsApp Vernacular for Investors (Hindi):

Vernacular WhatsApp will help us reach
and connect with regions of India that are
traditionally difficult to access. Additionally, it
makes our services more accessible to non¬
English speakers, ensuring inclusivity and
ease of use for a diverse population.

• WhatsApp (Investor) - Quick & Easy
Onboarding through Digi-Locker KYC

Non-KYC registered investors can now
complete their KYC instantly through our
WhatsApp platform. This seamless process
allows them to onboard themselves quickly
and hassle-free.

• Quick & Simple: Create a folio and Start Your
Investment Journey on WhatsApp (Investor
Distributor)

Investors/Distributors can now create folios
effortlessly through our WhatsApp platform.
They can initiate and complete a Lumpsum
or SIP transaction in just a few minutes.

PLATFORM EXPERIENCE AND ENHANCEMENTS

1. Cart Buying feature on Business Easy App

An e-commerce-like experience allowing
partners to add multiple schemes and initiate
transactions for their investors—Lumpsum
and SIP in a single transaction—boosting
convenience and efficiency. This will streamline
the investment process, reducing friction and
enhancing user engagement.

2. Business Easy 2.0 -iOS parity

A refreshed iOS experience with new features
like a partner dashboard, funds & performance
tracking, and a dedicated SIP corner. The
revamp aims to improve usability, provide
deeper insights, and make investment tracking
more intuitive for partners.

3. Enabling Debit Card Payment Mode for
Lumpsum Transactions

Debit Card payment not only provides an added
layer of flexibility, but also helps investors to
carryout high value online transactions without
the need for online banking credentials or other
complex procedures.

Benefits:

• Attracts investors from Tier 2, Tier 3 cities and
rural areas, where debit cards are common
but net banking or UPI may be underused.

• Supports financial inclusion by allowing non¬
tech-savvy investors to invest effortlessly.

DIGITAL ENGAGEMENT AND USER GROWTH

In our quest to explore new and innovative ways
of engaging with our customers, we launched
campaigns that catalyze engagement, enhance
reach and sustain growth while catering to the

varied needs of the modern-day investor. Utilizing
advanced technologies and creative storytelling,
we drive strategic investor acquisition and retention
campaigns that resonate with our audience. Digital
excellence and effective communication lie at the
heart of our approach, ensuring that our messaging
is relevant and impactful. Through this dual focus
on innovation and connection, we drive meaningful
interactions, nurture lasting relationships and
ultimately propel user growth.

NIMF works on driving digital engagement forward
by harnessing the capabilities of several key
technological and innovative enablers:

• Intelligent Al/ML engagement: Revolutionizing
engagement through the strategic fusion of
Artificial Intelligence and machine learning
capabilities, we are unlocking new frontiers in
personalized and data-driven segmentation
approach. This empowers us to distil complex
investor profiles into distinct segments, facilitating
thedeliveryof tailored comm unications, enhanced
engagement for effective investor outreach.

• Key Focus on Early Adoption: As part of
our ongoing efforts to reach out to the next
generation of investors, we took a series of
strategic initiatives aimed at Gen Z. To effectively
engage this audience, we leveraged AI - Driven
Campaigns and curated content tailored to their
preferences. Our strategy centred on utilizing
formats that resonate with the Next Gen with
Campaigns like #SIPKaSWAG, K-Drama Series
and Employee Generated Content aimed at
maximum impact and engagement.

• Impact Reach driven via Influencers: We

partnered with influencers strategically targeting
the next generation of investors by aligning
with their communication style and learning
preferences. Our focus was on curating a
strategy that resonates with the unique behavior
and insights of the Next Generation. We drew a
seamless integration between mutual funds
and topics like Dating, Travel and Lifestyle which
resonate the most with Gen Z making mutual
funds "fun" via "fun-fluencers".

• Driving Real-Time In-App Engagement:

Through Adobe Target Nudges we significantly
enhanced in-app experiences by delivering
personalized, intelligent and intuitive prompts.
These real-time, contextually relevant nudges
such as Market Movement, SIP Top-Up,
Redemption nudges which optimize user journey,
ensuring a seamless and engaging experience
tailored to individual needs.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned
foreign exchange equivalent to H 25.66 Cr (Previous
Year: H 19.35 Cr). The Company spent foreign
exchange equivalent to H 12.47 Cr (Previous Year:
H 10.46 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Section 134(5) of the Act,
the Directors confirm that -

(i) I n the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and that there are no material
departures;

(ii) The Directors have selected such accounting
policies in consultation with the Statutory
Auditors'' and have applied them consistently
and made judgments and estimates that
were reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit
of the Company for the year under review;

(iii) The Directors have taken proper and sufficient
care to the best of their knowledge and ability
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) The Directors have prepared the annual
accounts of the Company on a ''going
concern'' basis;

(v) The Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered
into/ by the Company during the financial year
under review with related parties were on an arm''s
length basis and in the ordinary course of business.
There were no materially significant related party
transactions which could have potential conflict
with the interest of the Company at large. During
the year, the Company had not entered into any

contract / arrangement / transaction with related
parties which could be considered material in
accordance with the policy of the Company on
materiality of related party transactions.

All Related Party Transactions were placed before
the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the
transactions which were of a repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted were reviewed and statements
giving details of all related party transactions were
placed before the Audit Committee and the Board
of Directors for their review on a quarterly basis. The
policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website
at the following link: https://mf.nipponindiaim.com/
InvestorServices/Pages/Investor-Policies.aspx

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

Your Directors draw attention of the members to
Note No. 28 to the financial statement which sets out
related party disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed
by the Regulators/ Courts which would impact
the going concern status of the Company and its
future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR
ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

The Company, being asset manager to NIMF,
invests in various debt market instruments (non¬
convertible debentures) issued by various issuers.
In order to realize the debenture outstanding''s, the
Company has filed certain applications under the
Insolvency and Bankruptcy Code, 2016. The Mutual
Fund Division of the Company is a respondent party
to an IBC proceeding filed in the matter of Reserve
Bank of India v. Dewan Housing Finance Corporation
Limited pending before the Hon''ble NCLT, Mumbai.
The Portfolio Management Services Division of the
Company has filed:

(a) IBC proceedings against Fortuna Buildcon
India Private Limited in November 2017 before
the Hon''ble NCLT, Bangalore, wherein currently
the resolution plan has been approved by the
Hon''ble NCLT vide order dated 18^th December
2024. IBC (Personal Insolvency) proceedings
were filed in Hon''ble NCLT against the surviving

brother of the key deceased promoter and the
legal heirs of the key deceased promoter. NCLT
dismissed the matter against the legal heirs of
the key deceased promoter against which an
application is filed in Hon''ble NCLAT, Chennai.
The hearings are underway. As regards the
surviving brother, Hon''ble NCLT admitted
the matter vide order dated 30^th July 2024.
The Personal Insolvency process is currently
underway.

(b) Three (3) IBC proceedings against three (3)
Biodiversity Conservation India Private Limited
group companies (BCIL Zed Ria Properties
Private Limited, BCIL Red Earth Developers India
Pvt. Ltd. and Biodiversity Conservation India
Private Limited) were filed in December 2017
before the Hon''ble NCLT, Bangalore. The NCLT
approved resolution plans in BCIL Zed Ria
Properties Private Limited and in BCIL Red Earth
Developers India Pvt. Ltd., which are currently
under implementation while Biodiversity
Conservation India Private Limited is currently
under liquidation. The Company is also a
respondent to two (2) appeals in BCIL Red Earth
Developers India Private Limited and in three
(3) appeals in BCIL Zed Ria Properties Private
Limited, before Hon''ble NCLAT, Chennai, which
have been filed challenging the approved
resolution plans.

(c) IBC proceedings have been filed against the
promoters of Biodiversity Conservation India
Private Limited in November 2020 before Hon''ble
NCLT, Bangalore which are currently at a pre¬
admission stage.

(d) IBC proceeding filed against Green Valley
Shelters Private Limited in December 2019,
before Hon''ble NCLT, Chennai, was admitted in
August 2021, however the proceedings were
temporarily stayed under an order of the
Supreme Court. The Supreme Court has
dismissed the matter in February 2025 and
the Corporate Insolvency Resolution Process
("CIRP") is underway. The Committee of
Creditors ("COC") has approved a Resolution
Plan submitted by the Resolution Applicant in
March 2025. The Resolution Professional has
filed the approved Resolution Plan with Hon''ble
NCLT, Chennai for final approval and hearings
are underway.

(e) An IBC proceeding filed against the promoters
of Green Valley Shelters Private Limited in
October 2020 before the Hon''ble NCLT, Chennai
is at the pre-admission stage and hearings
are underway.

(f) An IBC proceeding was filed against Arkie Atelier
Design India Private Limited, being the corporate
guarantor for the debentures issued by Green
Valley Shelters Private Limited in November
2021. NCLT passed and ex-parte order which

was challenged in the Hon''ble NCLAT, Chennai.
The hearings are underway.

OTHER DISCLOSURES

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

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

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

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

• There is no loan taken by the Company hence
disclosure with respect to one-time settlement
entered into with any Bank or financial institutions
does not arise.

• There was no instances of deviation(s) /
variation(s) in utilisation of IPO proceeds.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

As on March 31, 2025, your Company had 1,104
employees and for the previous year, your Company
had 1,004 employees. Disclosures relating to the
remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, also
form part of this Report. However, having regard to
the provisions of Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being
sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining
the said information may write to the Company
Secretary and upon such request the information
shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

Your Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee ("ICC") has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this Policy. Following is a summary of sexual
harassment complaints received and disposed off
during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of Listing Regulations,
top 1000 listed entities by market capitalisation
have to publish a Business Responsibility and
Sustainability Report ("BRSR"). BRSR for the year
under review as stipulated under Listing Regulations
is presented in a separate section forming part
of this Annual Report. Further, the Company is
in the process of obtaining report on assurance
of the BRSR Core, consisting of a set of Key
Performance Indicators (KPIs) / metrics under nine
(9) Environmental, Social & Governance attributes
for the financial year ended March 31, 2025 by
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
the Statutory Auditors of your Company and will be
forming part of this Annual Report.

AWARDS AND RECOGNITIONS

FY''25 has been a year of some key recognitions and
accolades coming the Company''s way. NAM India
has been recognised across various parameters
of Employee Experience, Engagement and superior
culture by W.E. Global Employees'' Choice award
which is different from all other awards as it is based
on the multigenerational model that gives you the
engagement and experience feedback of Gen Z,
Millennials, Gen X and Baby boomers. These awards
are conferred purely basis the objective feedback
provided by its employees, in the survey.

NAM India is among the companies across all
the sectors who participated and proudly shares
this elite platform with some of the other reputed
organizations in the country. It is indeed a moment
of pride that your organization has scaled yet
another summit and reaffirmed its place as
the #EmployerOfChoice having won across
most categories.

Your Company has won across below categories:

Company Awards	Leadership Awards
Global Employees'' Choice Award
Diversity & Inclusion Award	Best CEO Award 2024
Company with Best State of Well¬ Being	Sundeep Sikka
Best Company for Gen Z
Best Company for Gen Y	Best chro Award 2024 Rajesh Derhgawen
Company with Best Managers

Nippon India Corporate Bond was awarded the 2024
Morningstar''s Best Corporate Bond Fund highlighting
our process and fund management robustness.

We have also bagged award in the category of
Innovative Practice for our digital Platforms - Investor
Portfolio Dashboard & Business Easy Digital Suite.

Additionally, this year was phenomenal where
we have won multiple awards by our Information
technology team where Abhinav Pandey won
amongst the Top 5 AI Disruptors - Individual
Category by ET Now for "Nippon GPT: Revolutionizing

Employee Productivity and Customer Experiences
with Generative A I." (Sep 2024) Anuja Kalekar:
Awarded by ET Now for "NAMI Data Genie: The Data
Intelligence Marvel Unlocking Business Prowess".
(Sep 2024). Nippon Life India Asset Management:
Awarded by ET Now for "Integrating AI with Key
Functions" (Sep 2024). Abhijit Shah: CTO 100 Awards
For "Business Innovators with Cloud and Generative
AI, Nippon GPT & Data Genie" (Sep 2024)Nippon Life
India Asset Management: Awarded by ET Now for
Smart Data Applications & Software (June 2024).
Nippon Life India Asset Management: Awarded by ET
Now for Modern Data Architecture & Infrastructure
(June 2024).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere
appreciation for the co-operation received from
various regulatory and governmental authorities
including SEBI, RBI, Registrar of Companies,
Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO,

CMPFO, Stock Exchanges, Depositories, Custodians,
Bankers, Registrar and Share Transfer Agent
Shareholders, Investors, and all other business
constituents during the year under review. We
believe all of them have contributed to our
continued growth.

Your Directors also wish to place on record their deep
appreciation for the total commitment displayed by
all the executives, officers and staff, resulting in yet
another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Parekh Sundeep Sikka

Independent Executive Director &

Director Chief Executive Officer

(DIN: 06559989) (DIN: 02553654)

Place: Mumbai
Date: April 28, 2025

---

Mar 31, 2025

Your Directors take pleasure in presenting their 30^th Annual Report on the business and operations of your
Company, together with the audited financial statements, for the year ended March 31, 2025.

Your Company endeavours to remain one of the leading players in the Asset Management business in
India and keep exploring opportunities for enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI is one of the largest
life insurers in the world managing assets of over USD 580 billion. It has a large global network with presence
across US, Europe, Asia, and Australia along with over 130-year track record in Life Insurance business as
well as global investments across Asset Management companies. This pedigree brings strong synergistic
benefits that very well complements your Company''s domestic expertise in the Asset Management
business and provides a thrust to its significant growth potential. Your Company expects substantial upside
in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s
global positioning & relationships.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the Indian Accounting Standards ("IND AS") notified under
Section 133 of the Companies Act, 2013 ("the Act") [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis)
of the Company for the year ended March 31, 2025 are as follows:

	Consolidated		Standalone
Description	Year ended March 31, 2025	Yearended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Gross Income	2520.72	2037.34	2348.28	1877.08
Profit before exceptional item and tax	1694.32	1352.48	1654.67	1294.48
Exceptional Items	-	-	-	-
Profit Before tax	1694.32	1352.48	1654.67	1294.48
Current Tax	377.54	227.66	365.84	228.55
Deferred Tax	31.05	18.57	36.60	18.70
Profit for the year	1285.73	1106.25	1252.23	1047.23
Share of Profit from Associates	0.66	1.07	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(4.82)	(1.26)	(4.51)	(1.18)
Balance carried to Balance Sheet	1281.57	1106.06	1247.72	1046.05
Basic EPS of H 10 each	20.34	17.71	19.79	16.75
Diluted EPS of H 10 each	20.03	17.53	19.49	16.58

The Consolidated Financial Statements of the Company forms part of this Annual Report.

OPERATION HIGHLIGHTS

As you are aware that your Company acts as the asset manager to Nippon India Mutual Fund ("NIMF"), which
is one of the largest Mutual Funds in India, in terms of the Quarterly Average Assets under Management
("QAAUM") as on March 31, 2025.

The QAAUM of NIMF as on March 31, 2025 was H 5,57,199 crore comprising of H 2,77,377 crore of Equity,
H 83,397 crore of Debt, H 42,571 crore of Liquid Funds and H 1,53,854 crore of ETF assets. It may be noted that
the QAAUM of NIMF as on March 31, 2024 was H 4,31,308 crore comprising of H 2,12,252 crore of Equity, H 68,135
crore of Debt, H 39,379 crore of Liquid Funds and H 1,11,542 crore of ETF assets.

Overall QAAUM of NIMF has increased by 29.2% during the financial year 2024-25, while the Indian Mutual
Fund Industry witnessed an overall positive growth of 24.6% in terms of QAAUM (Source: AMFI).

New Schemes Launched:

During the year under review, Nippon India Mutual Fund launched the following new schemes:

Name of Scheme	Type	Structure
Nippon India Active Momentum Fund	Open	Equity
Nippon India Nifty 500 Momentum 50 Index Fund	Open	Other - Index Funds
Nippon India Nifty 500 Equal Weight Index Fund	Open	Other - Index Funds
Nippon India Nifty Auto Index Fund	Open	Other - Index Funds
Nippon India Nifty Realty Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Dec 2026 Index Fund	Open	Other - Index Funds
Nippon India CRISIL - IBX AAA Financial Services - Jan 2028 Index Fund	Open	Other - Index Funds

As on March 31, 2025, NIMF has a well-rounded portfolio of 105 schemes under various categories such as
Equity, Debt, Hybrid, Exchange Traded Fund, Fixed Maturity Plans and Interval Funds.

DETAILSOF MATERIAL CHANGESANDCOMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE FINANCIAL YEAR END AND
THE DATE OF THIS REPORT

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year 2024-25 and the date of
this Report.

DIVIDEND

During the year, the Company had declared and
paid an interim dividend of g 8.00 per equity share of
g 10/- each amounting to g 506.58 Crore. The Board
has also recommended a final dividend of g 10.00 per
equity share of g 10/- each for the financial year ended
March 31, 2025, for the approval of the Shareholders
at the ensuing Annual General Meeting ("AGM").
With this the total dividend for the financial year
2024-25 would be approximately g 1141 Crores,
including the interim dividend of g 8.00 per equity
share distributed in November 2024. The Final
dividend, if declared, will be paid on and from July
21, 2025.

The dividend pay-out is in accordance with the
Company''s Dividend Distribution Policy which
is placed on the Company''s website at https://
mf.nipponindiaim.com/lnvestorServices/Pages/
Investor-Policies.aspx.

AMOUNT TO BE CARRIED TO RESERVES

There is no amount proposed to be transferred to
the reserves. For complete details on movement
in Reserves and Surplus during the financial year
ended March 31, 2025, please refer to the Statement
of Changes in Equity included in the Financial
Statements of the Company forming part of this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for
the year under review as stipulated under SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is presented
in a separate section forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements
of the Company forming part of this Annual Report.

DEPOSITS

During the year, your Company has not accepted
any deposits within the meaning of Sections 73 and
74 of the Act read together with the Companies
(Acceptance of Deposits) Rules, 2014. Further,
there are no outstanding or unclaimed deposits,
unclaimed / unpaid interest, refunds due to the
deposit holders or to be deposited to the Investor
Education and Protection Fund as on March 31, 2025.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of
employee ownership and to attract, retain, motivate
and incentivize senior as well as critical talent, the
Company has formulated the following Employee
Stock Option Plan(s) / Scheme(s):

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2017 ("NAM INDIA
ESOP 2017") as its stock option scheme, which was
launched in August 2017.

• Nippon Life India Asset Management Limited -
Employee Stock Option Plan 2019 ("NAM INDIA
ESOP 2019") as its stock option scheme, which was
launched in July 2019.

• Nippon Life India Asset Management Limited

- Employee Stock Option Scheme 2023 ("NAM
INDIA ESOP 2023") as a stock option scheme and
Nippon Life India Asset Management Limited

- Performance Linked Stock Unit Scheme 2023
("NAM INDIA PSU 2023") as a stock unit scheme,
which were launched in October 2023.

During the year, there has been no material variation
in the terms of aforesaid Plans and Schemes and
the same are in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB

& SE Regulations"). No employee was issued stock
option/unit, during the year equal to or exceeding
1% of the issued capital of the Company at the time
of grant.

The certificate from the Secretarial Auditors of the
Company confirming the compliance of the SBEB &
SE Regulations with respect to the aforesaid Plans
and Schemes of the Company will be available for
inspection through electronic mode. Any member
interested in obtaining the same may write to the
Company Secretary. The details as required to be
disclosed under SBEB & SE Regulations are placed on
the Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/ESOP-Disclosure.aspx

CAPITAL STRUCTURE

During the Financial year 2024-25, the Company
issued and allotted 47,03,902 Equity Shares to
eligible employees on exercise of options granted
under the Employee Stock Option Plan(s) of the
Company. Hence, the issued, subscribed, and paid-
up capital of the Company was 63,47,02,632 Equity
Shares of H 10 each as on March 31, 2025.

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

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

b) sweat equity shares.

The Equity History of the Company has been
provided in the Corporate Governance Report.

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company maintains a strong focus on
Compliance and Risk Management as these are
essential elements for its long-term success. The
compliance and risk functions are managed by a
dedicated and experienced team of professionals.
The management has a zero tolerance towards risk
and compliance failures or breaches.

There exists a comprehensive Compliance Manual,
which is reviewed by your Board of Directors from
time to time and it facilitates the Company''s
Compliance team to monitor various compliance
requirements effectively & comprehensively. Your
Board of Directors have also constituted a Risk and
Compliance Committee, which is chaired by the ED &
CEO and which has the Chief Legal and Compliance
Officer, and other senior & relevant functionaries
as its members. This Committee meets at least
once in a quarter to discuss and deliberate issues
pertaining to compliance and other regulatory
developments. The Compliance team regularly
conducts educative training programs for various
segments within the organization.

Your Company also has a comprehensive Risk
Management Policy that envisages a structured
and consistent enterprise-wide risk management

framework, based on the three lines of defence
model, to ensure that risk management processes
are consistently applied across the organization
and provide reasonable assurance regarding
achievement of organization''s objectives.

The Risk Management Policy clearly sets out the
objectives & elements of risk management within
the organization, including the constitution of an
independent Risk Management department headed
by the Chief Risk Officer (reporting directly to the ED
& CEO), Risk Management Committees at executive
and Board levels. The policy also defines the roles
and responsibility of all the CXOs towards risk
management as part of first line of defence model.

Your Company promotes risk awareness culture
throughout the organization and risk management
is an integral part of decision making and day-to¬
day operations of all activities at all levels across
the organization. There are well documented and
Board approved policies and processes to address
and mitigate various risks to which the Company is
exposed. The Company also has a robust business
continuity plan which is tested on a periodic
basis to ensure uninterrupted operations. The Risk
department conducts various training programs on
various facets of risk management including cyber
risk awareness, conduct risk, operational risk, anti
money laundering etc.

The Company has a structured risk reporting
mechanism to ensure risks are monitored
and reviewed by the Chief Risk Officer, Senior
Management, Risk Management Committee and
Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has an Internal Control System
which is commensurate with the size, scale and
complexity of its business operations.

For effective risk management and control,
the Company has established structures and
responsibilities in line with the "Three Lines of
Defense" model, where 1^st line being business
operations, 2^nd line is the oversight functions like Risk
Management and Compliance and 3^rd line is Internal
Audit. To maintain its objectivity and independence,
the Internal Audit department reports to the
Audit Committee of the Board. The Internal Audit
department monitors and evaluates the efficacy
and adequacy of the internal control system in the
Company, its compliance with operating systems,
accounting procedures and policies. Based on
the report of the Internal Auditor, process owners
undertake corrective action in their respective
areas and thereby strengthen the controls. The
Internal Audit department follows up on pending
audit issues and ensures that corrective actions
have been taken. Significant audit observations, if
any, and corrective actions thereon, are presented
to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s
commitment to the highest standards of corporate
governance to enhance trust of all its stakeholders.
Strong & robust corporate governance practices
have facilitated your Company in standing up to
the continued scrutiny of domestic & international
investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule
V of the Listing Regulations is presented in a separate
section forming part of this Report.

A certificate from the Statutory Auditors of the
Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, conforming compliance to the
conditions of Corporate Governance as stipulated
under Para E of Schedule V of the Listing Regulations,
is enclosed with Corporate Governance Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and Listing
Regulations, the Company has formulated a Vigil
Mechanism to address the genuine concerns, if any.
The Whistle Blower policy can be accessed on the
Company''s website at https://mf.nipponindiaim.
com/InvestorServices/Pages/Investor-Policies.aspx.
It is affirmed that no person has been denied access
to the Chairperson of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social
Responsibility ("CSR"), your Company has
undertaken projects in the areas of promoting
healthcare, education, and rural development in
accordance with Schedule VII to the Act.

The Annual Report on CSR activities along with the
executive summary for Impact Assessment Reports
of the applicable projects, in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, is annexed herewith as
Annexure A and the complete Impact Assessment
Reports of the applicable projects are available on
the Company''s website at https://mf.nipponindiaim.
com/csr/.

SUBSIDIARIES & ASSOCIATE COMPANY

As on March 31, 2025, your Company had two (2)
subsidiaries. One of such subsidiaries is in overseas
i.e., in Singapore and other one is in India. Both
the subsidiaries of the Company are engaged in
financial services and related activities. In addition,
your Company also has an associate company in
India, which has already surrendered its business
license/ regulatory approval to act as a Pension
Fund Manager. This particular Company currently
has no business operations, and it is therefore
proposed to be wound up, in accordance with the
applicable laws.

A statement w.r.t. the performance and the financial
position of the subsidiary companies is presented in
the Management Discussions and Analysis Report
forming part of this Annual Report. The policy for
determining material subsidiary companies may
be accessed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx

The annual accounts of the subsidiary companies
is placed on the website of the Company. Pursuant
to Section 129(3) of the Act, a statement containing
salient features of the financial statements of
the subsidiary and associate companies in
the prescribed Form AOC-1 forms part of this
Annual Report.

Except for the above subsidiaries, your Company
does not have any other subsidiary or an associate
company or a joint venture during the year
under review.

KEY MANAGERIAL PERSONNEL

During the year under review, the following
employees were the ''Key Managerial Personnel'' of
the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief
Executive Officer ("ED & CEO");

b) Mr. Ajay Patel - Manager;

c) Mr. Valde Varghese - Company Secretary &
Compliance Officer*;

d) Mr. Parag Joglekar - Chief Financial Officer**;

e) Ms. Nilufer Shekhawat - Company Secretary &
Compliance Officer #; and

f) Mr. Amol Bilagi - Interim Chief Financial Officer@;

*appointed as the Company Secretary & Compliance Officer
w.e.f. July 1, 2024

**appointed as the Chief Financial Officer w.e.f. September 19,
2024

#ceased as the Company Secretary & Compliance Officer
w.e.f. June 3, 2024

@ceased as the Interim Chief Financial Officer w.e.f. September
19, 2024

DIRECTORS

In accordance with the provisions of Section 152
of the Act read with the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and
the Articles of Association of the Company,
Mr. Hiroki Yamauchi (DIN: 08813007), Non-Executive
(Nominee) Director, is liable to retire by rotation at
the upcoming AGM of the Company scheduled to be
held on July 18, 2025, and being eligible has offered
himself for re-appointment. Necessary proposal for
his re-appointment will be placed for your approval
at the upcoming AGM. The brief resume and other
related information have been detailed in the Notice
convening the AGM of the Company. The Board of
Directors recommends his re-appointment as Non¬
Executive Director of the Company.

During the year, Ms. Ameeta Chatterjee
(DIN: 03010772), ceased to be an Independent
Director of the Company w.e.f. close of business
hours on March 23, 2025 upon completion of her
second term as an Independent Director of the
Company. The Board of Directors of the Company
placed on record its sincere appreciation for the
valuable contribution and guidance provided by
Ms. Chatterjee during her association with the
Company as an Independent Director. The Board
of Directors of the Company at its meeting held
on March 12, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mrs. Sonu Bhasin
(DIN: 02872234) as an Additional Director, designated
as an Independent Director w.e.f. March 23, 2025.
Further, as required under Regulation 17(1C) of the
Listing Regulations, the Company had on April 24,
2025, obtained approval of the shareholders of the
Company through Postal Ballot for appointment of
Mrs. Sonu Bhasin as an Independent Director of the
Company for a term of five (5) consecutive years,
w.e.f. March 23, 2025.

Pursuant to the provisions of Sections 149 and 152 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualifications of Directors) Rules,
2014, along with Schedule IV of the Act and Listing
Regulations, Mr. Ashvin Parekh (DIN: 06559989)
was appointed as an Independent Director of the
Company for a term of five (5) consecutive years
w.e.f. August 1, 2020 to July 31, 2025, (''first term/
current term'') by the shareholders of the Company
on March 17, 2021, vide Postal Ballot. Thus, the current
term of Mr. Parekh as an Independent Director of the
Company will be ending on July 31, 2025.

Considering his knowledge, skills, background,
experience and contributions made over the years
as an Independent Director of the Company and
on the basis of his performance evaluation, the
Board believes that his continued association as an
Independent Director would be of immense benefit
to the Company. Accordingly, the Board of Directors
of the Company, based on the recommendation
of the Nomination and Remuneration Committee
has re-appointed Mr. Parekh as an Independent
Director of the Company for a second term of five
(5) consecutive years commencing from August
1, 2025 to July 31, 2030, subject to the approval of
the shareholders of the Company, through special
resolution at the ensuing AGM. In compliance with
the provisions of Regulation 17(1 A) of the Listing
Regulations, the approval of the shareholders of the
Company by special resolution is also sought for
re-appointing Mr. Parekh, who would be attaining
the age of 75 years during his second term of
appointment as an Independent Director. The
resolution for aforesaid re-appointment along
with the brief profile and other related information
of Mr. Ashvin Parekh form part of the Notice
convening the AGM of the Company. The Board of

Directors recommends his re-appointment as an
Independent Director of the Company.

Post the year under review, Mr. Tomohiro Yao
ceased to be a Non-Executive (Nominee) Director
of the Company w.e.f. April 28, 2025, on account of
resignation due to change in management team of
NLI. The Board of Directors of the Company placed
on record its sincere appreciation for the valuable
contribution and guidance provided by Mr. Tomohiro
Yao during his association with the Company as a
Non-Executive Director.

The Board of Directors of the Company at its meeting
held on April 28, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the appointment of Mr. Kosuke Kuroishi
(DIN: 11069118) as an Additional (Non-Executive)
Director of the Company (Nominee of NLI, Promoter
of the Company) w.e.f. April 28, 2025 to hold office
up to the date of the ensuing AGM of the Company,
and thereafter, subject to the approval of the
shareholders of the Company, as a Non-Executive
(Nominee) Director of the Company, liable to retire
by rotation. The resolution for aforesaid appointment
along with the brief profile and other related
information of Mr. Kosuke Kuroishi form part of the
Notice convening the AGM of the Company. The
Board of Directors recommends his appointment as
a Non-Executive (Nominee) Director of the Company.

All the Independent Directors of your Company i.e.,
Mr. Upendra Kumar Sinha, General Ved Prakash
Malik (Retd.), Mrs. Sonu Bhasin, Mr. Ashvin Parekh
and Mr. B. Sriram have already furnished the
required declarations that they meet the criteria of
independence as laid down under Section 149(6) of
the Act and Listing Regulations.

In terms of Section 150 of the Act read with Rule 6(3)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, all Independent Directors
of the Company have confirmed that they
have registered themselves with the databank
maintained by the Indian Institute of Corporate
Affairs, Manesar ("IICA"). Further, in terms of Rule 6(4)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, one (1) Independent Director
has passed the Online Proficiency Self-Assessment
test conducted by IICA and the other four (4)
Independent Directors were not required to appear
for the said test as required by IICA as they fulfil the
exemption criteria stipulated under Rule 6(4) of the
Companies (Appointment and Qualifications of
Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite expertise,
experience & proficiency and are people of high
integrity and repute. They fulfil the conditions
specified in the Act and the Rules made thereunder
and Listing Regulations and are independent of
the management.

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

PERFORMANCE EVALUATION OF DIRECTORS, BOARD
AND COMMITTEES

Your Company has devised a policy for the
performance evaluation of the individual directors,
Board and its Committees, which also includes
the criteria for carrying out the said performance
evaluation. Pursuant to the provisions of the Act
and Regulation 17(10) of Listing Regulations and as
prescribed in the stated policy of the Board, the Board
has carried out an annual performance evaluation
of (i) its Chairperson (ii) the Directors (independent
and non-independent); (iii) itself (as a whole); and
(iv) its committees. The Board performance was
evaluated based on inputs received from the Board
members after considering criteria such as Board
composition and structure, effectiveness of Board
/ Committee processes, and information provided
to the Board, etc. In terms of the requirements of
the Act and Listing Regulations, a separate meeting
of the Independent Directors was also held during
the year.

BOARD AND COMMITTEE MEETINGS

During the year ten (10) Board meetings were held,
which includes two (2) joint Board Meetings between
the Board of the Company ("AMC") with the Board
of the Trustees as stipulated in SEBI Master Circular
no. SEBI/ho/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

Your Directors wish to inform that the functioning of
the Board is supplemented by various committees
(Board committees and management committees),
which have been constituted from time to time, such
as Audit Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee, Risk
Management Committee, Unit Holder Protection
Committee, IT Strategy Committee, Valuation
Committee, Investment Committee, Risk and
Compliance Committee, Allotment Committee,
Broker Empanelment Committee, Operating
Committee, Stewardship Committee, Proxy Voting
Committee, Technology Committee, etc. to name
a few. Each of the aforesaid Committees has been
constituted in order to ensure due compliance with
the applicable laws and to ensure that the highest
levels of corporate governance are followed and
practiced. The minutes of the meetings of each of
these Committees are duly placed before the Board
of Directors for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the
Act, Regulation 18 of the Listing Regulations and
Paragraph 6.1.2 of the SEBI Master Circular no. SEBI/
HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated June 27,

2024, the Audit Committee of the Company consists
of seven (7) members including a majority of
Independent Directors. As on date of this report, it
comprises of five (5) Non - Executive Independent
Directors of the Company viz. Mr. Ashvin Parekh
[Chairperson], Mrs. Sonu Bhasin, General Ved Prakash
Malik (Retd.), Mr. B. Sriram, Mr. Upendra Kumar Sinha
and two (2) Non - Executive Non-Independent
Directors of the Company viz. Mr. Minoru Kimura and
Mr. Kosuke Kuroishi as its members.

During the year, nine (9) meetings of the Audit
Committee were held, which includes one (1) joint
Audit Committee meeting between the Audit
Committee of the AMC and the Audit Committee of
the Trustees and one (l) meeting to interact with the
Statutory and Internal Auditors of the Mutual Fund
Schemes without the engagement of management
of the AMC as stipulated in SEBI Master Circular
No. SEBI/HO/IMD/IMD-PoD-1/p/CIR/2024/90 dated
June 27, 2024.

There have been no instances where the Board
has not accepted any recommendation of any
Committee of the Board which is mandatorily
required, during the financial year.

Other relevant details in this regard have been
provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 19 of the Listing Regulations, the
Nomination and Remuneration Committee of the
Company consists of seven (7) members including
a majority of Independent Directors. As on date of
this report, it comprises of seven (7) Directors out
of which five (5) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.)
[Chairperson], Mrs. Sonu Bhasin, Mr. Ashvin Parekh,
Mr. B. Sriram, Mr. Upendra Kumar Sinha and two
(2) Non - Executive Non-Independent Directors of
the Company viz. Mr. Minoru Kimura and Mr. Hiroki
Yamauchi as its members.

During the year, three (3) meetings of the Nomination
and Remuneration Committee were held. Other
relevant details in this regard have been provided in
the Corporate Governance Report.

In terms of the requirements under the Act and SEBI
Listing Regulations, your Company has in place a
policy w.r.t. thedirector''s appointment, remuneration,
criteria for determining qualifications, attributes,
independence of a director. The remuneration
paid to the Directors, Key Managerial Personnel
and Senior Management is as per the Nomination
and Remuneration Policy of the Company. The
Nomination and Remuneration Policy has been
provided as Annexure B to the Board''s Report and
is also placed on the Company''s website at https://
mf.nipponindiaim.com/InvestorServices/Pages/
Investor-Policies.aspx.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the
Act, the Corporate Social Responsibility ("CSR")
Committee of the Company consists of five (5)
members. As on date of this report, it comprises of five
(5) Directors out of which two (2) are Non - Executive
Non-Independent Directors of the Company viz.
Mr. Hiroki Yamauchi [Chairperson], and Mr. Kosuke
Kuroishi, two (2) are Non - Executive Independent
Directors viz. General Ved Prakash Malik (Retd.) and
Mrs. Sonu Bhasin and one (1) Executive Director viz.
Mr. Sundeep Sikka as its members.

During the year, four (4) meetings of the CSR
Committee were held. Other relevant details in
this regard have been provided in the Corporate
Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations,
the Stakeholders'' Relationship Committee of
the Company consists of three (3) members. As
on date of this report, it comprises of three (3)
Directors of the Company out of which one (1) is
Non - Executive Independent Director viz. Mrs. Sonu
Bhasin [Chairperson], one (1) is Non - Executive
Non-Independent Director viz. Mr. Hiroki Yamauchi
and one (1) Executive Director of the Company viz.
Mr. Sundeep Sikka as its members.

During the year, two (2) meetings of the Stakeholders''
Relationship Committee were held. Other relevant
details in this regard have been provided in the
Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the
Listing Regulations and Mutual Fund Regulations,
the Company has constituted a Risk Management
Committee of the Board which consists of seven (7)
members. As on date of this report, it comprises of
six (6) Directors of the Company out of which two (2)
are Non-Executive Non-Independent Directors viz.
Mr. Hiroki Yamauchi [Chairperson] and Mr. Kosuke
Kuroishi, three (3) are Non-Executive Independent
Directors viz. Mr. Ashvin Parekh, Mr. Upendra Kumar
Sinha and Mr. B. Sriram, one (1) is Executive Director
viz. Mr. Sundeep Sikka and the Chief Risk Officer of
the Company viz. Mr. Rishi Garg as its members.

During the year, four (4) meetings of the Risk
Management Committee of the Board were held.
Other relevant details in this regard have been
provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND
INTERNAL

Statutory Auditors:

In terms of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
(ICAI FRN: 101248W/W-100022) were re-appointed as
the Statutory Auditors of your Company for a period
of 5 continuous years i.e. from the conclusion of
28^th AGM till the conclusion of 33^rd AGM of
the Company.

The Auditor''s Report on the financial statements
of the Company for the financial year ended
March 31, 2025 forms part of this Annual Report.
The observations and comments given by the
Statutory Auditors in their report read together with
notes on financial statements are self-explanatory
and hence does not require any further comments
in terms of Section 134 of the Act.

In terms of Section 143(12) of the Act, the said
Auditors of the Company have not reported any
instance of fraud having taken place during the
year under review.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as the Internal Auditors of your Company
for the financial year 2024-25.

AUDITORS OF THE SCHEMES OF NIPPON INDIA
MUTUAL FUND - STATUTORY AND INTERNAL

In accordance with the applicable provisions of law,
the Company has appointed Statutory and Internal
Auditors for various Schemes of Nippon India
Mutual Fund, who periodically submit their reports,
which are placed before the Audit Committee
for discussion, review and implementation of
their recommendations.

Statutory Auditors :

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants were appointed as Statutory Auditors
of the Schemes of Nippon India Mutual Fund for the
financial year 2024-25.

Internal Auditors:

M/s. PricewaterhouseCoopers Services LLP were
appointed as Internal Auditors of the Schemes
of Nippon India Mutual Fund and the Portfolio
Management Services division of the Company, for
the financial year 2024-25.

SECRETARIAL STANDARDS

During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
your Directors had appointed M/s. M. Siroya and
Company, Company Secretaries to undertake the
Secretarial Audit of the Company for the financial

year 2024-25. In this regard, the Report submitted
by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform you that the
report from the Secretarial Auditors does not contain
any qualifications or reservation or other adverse
remarks. In terms of Section 143(12) of the Act, the
said Auditors of the Company have not reported
any instance of fraud having taken place during the
year under review.

Further, in terms of amended provisions of
Regulation 24A of the Listing Regulations, the Board
has appointed and recommended appointment of
M/s. Siroya and BA Associates, Practicing Company
Secretaries as Secretarial Auditors of the Company
for a term of five (5) consecutive financial years
commencing from April 1, 2025 till March 31, 2030.
The appointment will be subject to shareholder''s
approval at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company has been
placed on the website of the Company and can
be accessed at https://mf.nipponindiaim.com/
AboutUs/FinancialReports/Pages/Annual-Return.
aspx.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The operations of the Company do not consume
high levels of energy. Adequate measures have been
taken to conserve energy wherever feasible. Your
Company uses the latest technology and energy -
efficient equipments. Your Company only uses LED
lights and 5-star air-conditioning for majority of
offices. As energy cost forms a very small part of the
total costs, the impact on cost is not material.

Technology Absorption, Adaptation and
Innovation:

At Nippon India Mutual Fund ("NIMF"), our
commitment to a robust digital-first approach is
paramount and it is evident in our customer-centric,
seamless, and frictionless digital experiences. We
continue to lead the industry''s digital transformation
through innovative and cutting-edge initiatives.
Here is an overview of some key, needle-moving
initiatives delivered in the year gone by:

• Focus on Artificial Intelligence (AI)

The AI/ML initiatives have significantly enhanced
campaign performance and optimization,
covering ~2.17 Cr. customers, enhancing customer
engagement and improving conversions. Our
ML-based propensity to buy campaigns have

significantly contributed to revenue growth,
adding H 1,770 Cr. in incremental gross sales in
the last six months (from August 2024 to February
2025). By leveraging AI-powered insights, we
continue to refine our targeting strategy, ensuring
higher efficiency and impact in future campaigns.

Nippon GPT is making strides in automating
workflows and improving organizational
efficiency, with current adoption spanning across
employees and the sales team. With vernacular
capability, the platform efficiently handles
~120 user queries per day, saving manual effort
equivalent. Additionally, AI-driven solutions have
been successfully implemented for the Equity
Investment Research Team and Fixed Income
Research Team, providing deeper insights and
faster decision-making. With the platform now
fully operational, we are poised to expand its
adoption across the organization for enhanced
productivity and automation.

• Data Digest Series

The Data Digest initiative continues to provide
valuable insights into sectoral, thematic, and
market trends, enabling data-driven decision¬
making. Our monthly mailers deliver detailed
information on new investor activity and
transaction trends, ensuring that stakeholders
remain updated on evolving market dynamics.
The data digest series focused on the theme
"Women and Wealth", providing insights into
the evolving landscape of female investors in
India. This edition highlighted the AAUM Share of
Women Investors and shared the Breakdown of
New Women Investors.

• Infrastructure initiatives

Our IT infrastructure continues to evolve with
SDWAN and Dual Link implementation, now
completed across 169 branches, delivering
99.75% uptime for SDWAN and 99% uptime for
dual link connectivity. As part of our End-User
Infrastructure Refresh Initiative, we have replaced
~810 assets in FY 2024, ensuring enhanced system
performance and security. Furthermore, we have
successfully implemented the Hardware Security
Module (hsm), providing stronger encryption,
decryption, and authentication mechanisms to
reinforce data security and integrity.

• Regulatory Compliance

We successfully launched the Trade Declaration
Compliance Platform (Velox), completing a
PAN India demo and training session for users.
Cybersecurity remains a top priority, with
Vulnerability Assessment and Penetration
Testing (VAPT) system, and cyber audits for H1
2024 completed with NIL observations. AI-driven
analytics have been implemented in the dealing
room, enhancing monitoring and compliance
adherence. Our Extended Detection and Response

(XDR) AV solutions have further strengthened
threat detection and response mechanisms,
ensuring a secure and resilient IT ecosystem.

As part of Regulatory Compliance with SEBI
circulars addressing potential market abuse,
including front-running and fraudulent
transactions, we have implemented advanced
tools for controls and checks.

- The Bloomberg Transaction Cost Analysis
(BTCA) tool provides a fully automated
surveillance workflow for trading activities
across asset classes.

- Real-time streaming data feeds for all symbols
have been integrated using Global Data Feeds
and Dion.

- The ICRA analytics tool has also been deployed
to generate suspicious alerts, ensuring robust
monitoring and compliance.

• Implementation of cloud initiatives

Continuing NAM India''s cloud journeys a few
initiatives on cloud where the infrastructure for
initiatives such as Data Lake, Analytics, new
core applications have been implemented on
the AWS cloud. A cloud first approach has been
implemented to take advantage of the features
that cloud offers. Our digital assets are all moved
from on premises to clouds that has led to
better availability and consistency across digital
channels. Our financial accounting software
has also been moved to a cloud environment,
leading to optimization of costs and availability.
The security profile of the cloud has also
been enhanced.

The Cybersecurity framework has been
strengthened with the rollout of Single Sign-On
(SSO) and Multi-Factor Authentication (MFA)
for SAP, enhancing security for end users. A
continuous VAPT initiative has been launched
to proactively identify and address potential
security vulnerabilities.

• Continued Process Automation across
Organization

Building on the impetus of automation initiated
during last FY, further processes across business
departments have been implemented. Many
processes across operations, digital, sales and
finance have been completed or in progress.
This has provided multiple benefits in terms of
processing times, reduced manual intervention
and resource optimization.

The automation of Disaster Recovery (DR) is
completed. We can switch to DR setup on a single
click, this will reduce the downtime and data
replication timelines resulting in minimizing the
data loss.

DIGITAL ADOPTION AND INNOVATION

Being a future-ready mutual fund business, we at
NIMF have embraced technological innovation
and adapted to changing consumer preferences
to thrive in this era of democratized investing. We
are continuously reshaping traditional financial
services delivery, embracing a new identity as a
forward-thinking Digitech enterprise that unlocks
value for business and reimagines investments for
the modern investor.

NIMF is leveraging several key technological
enablers to accelerate its digital transformation:

• Mobile-First Ethos: NIMF has adopted a mobile-
first approach in designing its digital platforms,
ensuring seamless and user-friendly experiences
for investors. This strategy recognizes the
growing preference for mobile devices, and
hence captive apps, among users and prioritizes
the development of mobile applications
and interfaces.

• Platform-of-choice WhatsApp Integrations:

Recognizing WhatsApp as a preferred platform
for communication and transactions, NIMF
has integrated WhatsApp capabilities into
its framework. This enables investors and
distributors to initiate transactions and access
services effortlessly through the messaging app,
expanding accessibility and convenience.

• Advanced Analytics and AI: NIMF utilizes
advanced analytics and artificial intelligence
to gain insights into investor behavior and
preferences. This allows personalized experiences,
intelligent nudges, and targeted campaigns
tailored to specific audiences, enhancing
engagement and driving business growth.

• Strategic Partnerships with Tech Giants:

Collaborations with tech giants such as Google,
Meta (formerly Facebook), and Adobe provide
NIMF with access to innovative beta products and
best-in-class product suites. These partnerships
enable sharper targeting, real-time analytics,
and geo-localization strategies, enhancing
the effectiveness of digital campaigns and
outreach efforts.

• Digital Engagement Model: NIMF has developed
a comprehensive digital engagement model
inspired by e-commerce practices. This model
focuses on acquisition, onboarding, engagement,
and re-engagement of digital investors,
supported by data-driven insights and strategies
derived from digital behemoths like Google, Meta,
and Adobe.

DRIVING ACCELEARTED GROWTH THROUGH DIGITAL
BUSINESS

Building on the foundation of our robust digital-
first approach, NIMF Digital Business continued its
accelerated growth in FY25 by solidifying digital as a

core engine of our organization with more than 70%
fresh transactions driven by Digital Business Assets
and Integrations. Our commitment to delivering
customer-centric, seamless, and frictionless digital
experiences remains paramount as we continue
to lead the industry''s digital transformation
through innovative and cutting-edge initiatives,
focusing on strategies that directly translate to
measurable growth.

Digital Business now acts as a growth enabler
by amplifying digital engagement, expanding
distribution channels, enhancing operational
efficiency, leveraging data-driven insights, and
empowering distributors. Use of advanced analytics
and AI to create personalized customer journeys
with a mobile-first strategy continue to boost
acquisition and retention across Digital spectrum.
These initiatives solidified NAM''s digital leadership,
delivering exceptional value to customers
and stakeholders.

PIONEERING DIGITAL EXCELLENCE AND INNOVATION

At Nippon, the Digital Business has consistently
been at the forefront of the industry, championing
digital-first strategies. Its ultimate goal is to deliver
a seamless, inclusive, and intelligent investing
experience that drives AUM growth, enhances

investor retention, and fosters digital trust within the
mutual fund ecosystem.

To further enhance digital experiences, key platform
advancements were introduced:

1. Transforming Accessibility in Investing:
Introducing Voice Integration on our NIMF
Investor Android App:

We are delighted to announce a groundbreaking
feature on our Mutual Fund Android App - Voice
Integration - aimed at making investing easier,
inclusive, and empowering for all.

In line with our commitment to innovation and
inclusivity, this feature has been thoughtfully
designed to enable seamless transactions
through voice commands, ensuring that every
investor, including differently abled individuals,
can experience independence and ease in
managing their investments.

• What This Means to Us:

- Empowering Digitally: Voice-based
transactions empower individuals by
enabling them to take control of their
finances without relying on traditional
interfaces, making investing more intuitive
and user-friendly.

- Inclusive and Accessible: We at Nippon are committed to creating solutions that break barriers,
ensuring equal opportunities for all our investors by providing an intuitive, easy-to-use alternative
vis-a-vis traditional navigation.

- Conversational Commerce: We started this journey in 2019 and are not extending it to our other
Digital Assets. Conversational Commerce uses voice to offers a simplified and more engaging
way for users like yourself to learn and take action on their finances.

2. Nippon India Mutual Fund is now a part of
ONDC ecosystem:

NIMF also cemented its fintech leadership with
industry-first innovations. The first-ever Mutual
Fund transaction on ONDC at the Global Fintech
Fest 2024 marked a significant step towards
financial inclusion beyond B30 cities, taking
mutual funds to the heartlands of Bharat. Under
the Business Easy platform, targeted digital
training and adoption initiatives strengthened
partner engagement and operational risk
management. Additionally, multiple co¬
branded fintech collaborations positioned
Index Funds as a key growth driver.

3. Empowering Every Investor: Smarter

WhatsApp Investing with Vernacular Access:

• WhatsApp Vernacular for Investors (Hindi):

Vernacular WhatsApp will help us reach
and connect with regions of India that are
traditionally difficult to access. Additionally, it
makes our services more accessible to non¬
English speakers, ensuring inclusivity and
ease of use for a diverse population.

• WhatsApp (Investor) - Quick & Easy
Onboarding through Digi-Locker KYC

Non-KYC registered investors can now
complete their KYC instantly through our
WhatsApp platform. This seamless process
allows them to onboard themselves quickly
and hassle-free.

• Quick & Simple: Create a folio and Start Your
Investment Journey on WhatsApp (Investor
Distributor)

Investors/Distributors can now create folios
effortlessly through our WhatsApp platform.
They can initiate and complete a Lumpsum
or SIP transaction in just a few minutes.

PLATFORM EXPERIENCE AND ENHANCEMENTS

1. Cart Buying feature on Business Easy App

An e-commerce-like experience allowing
partners to add multiple schemes and initiate
transactions for their investors—Lumpsum
and SIP in a single transaction—boosting
convenience and efficiency. This will streamline
the investment process, reducing friction and
enhancing user engagement.

2. Business Easy 2.0 -iOS parity

A refreshed iOS experience with new features
like a partner dashboard, funds & performance
tracking, and a dedicated SIP corner. The
revamp aims to improve usability, provide
deeper insights, and make investment tracking
more intuitive for partners.

3. Enabling Debit Card Payment Mode for
Lumpsum Transactions

Debit Card payment not only provides an added
layer of flexibility, but also helps investors to
carryout high value online transactions without
the need for online banking credentials or other
complex procedures.

Benefits:

• Attracts investors from Tier 2, Tier 3 cities and
rural areas, where debit cards are common
but net banking or UPI may be underused.

• Supports financial inclusion by allowing non¬
tech-savvy investors to invest effortlessly.

DIGITAL ENGAGEMENT AND USER GROWTH

In our quest to explore new and innovative ways
of engaging with our customers, we launched
campaigns that catalyze engagement, enhance
reach and sustain growth while catering to the

varied needs of the modern-day investor. Utilizing
advanced technologies and creative storytelling,
we drive strategic investor acquisition and retention
campaigns that resonate with our audience. Digital
excellence and effective communication lie at the
heart of our approach, ensuring that our messaging
is relevant and impactful. Through this dual focus
on innovation and connection, we drive meaningful
interactions, nurture lasting relationships and
ultimately propel user growth.

NIMF works on driving digital engagement forward
by harnessing the capabilities of several key
technological and innovative enablers:

• Intelligent Al/ML engagement: Revolutionizing
engagement through the strategic fusion of
Artificial Intelligence and machine learning
capabilities, we are unlocking new frontiers in
personalized and data-driven segmentation
approach. This empowers us to distil complex
investor profiles into distinct segments, facilitating
thedeliveryof tailored comm unications, enhanced
engagement for effective investor outreach.

• Key Focus on Early Adoption: As part of
our ongoing efforts to reach out to the next
generation of investors, we took a series of
strategic initiatives aimed at Gen Z. To effectively
engage this audience, we leveraged AI - Driven
Campaigns and curated content tailored to their
preferences. Our strategy centred on utilizing
formats that resonate with the Next Gen with
Campaigns like #SIPKaSWAG, K-Drama Series
and Employee Generated Content aimed at
maximum impact and engagement.

• Impact Reach driven via Influencers: We

partnered with influencers strategically targeting
the next generation of investors by aligning
with their communication style and learning
preferences. Our focus was on curating a
strategy that resonates with the unique behavior
and insights of the Next Generation. We drew a
seamless integration between mutual funds
and topics like Dating, Travel and Lifestyle which
resonate the most with Gen Z making mutual
funds "fun" via "fun-fluencers".

• Driving Real-Time In-App Engagement:

Through Adobe Target Nudges we significantly
enhanced in-app experiences by delivering
personalized, intelligent and intuitive prompts.
These real-time, contextually relevant nudges
such as Market Movement, SIP Top-Up,
Redemption nudges which optimize user journey,
ensuring a seamless and engaging experience
tailored to individual needs.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned
foreign exchange equivalent to H 25.66 Cr (Previous
Year: H 19.35 Cr). The Company spent foreign
exchange equivalent to H 12.47 Cr (Previous Year:
H 10.46 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Section 134(5) of the Act,
the Directors confirm that -

(i) I n the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and that there are no material
departures;

(ii) The Directors have selected such accounting
policies in consultation with the Statutory
Auditors'' and have applied them consistently
and made judgments and estimates that
were reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit
of the Company for the year under review;

(iii) The Directors have taken proper and sufficient
care to the best of their knowledge and ability
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) The Directors have prepared the annual
accounts of the Company on a ''going
concern'' basis;

(v) The Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered
into/ by the Company during the financial year
under review with related parties were on an arm''s
length basis and in the ordinary course of business.
There were no materially significant related party
transactions which could have potential conflict
with the interest of the Company at large. During
the year, the Company had not entered into any

contract / arrangement / transaction with related
parties which could be considered material in
accordance with the policy of the Company on
materiality of related party transactions.

All Related Party Transactions were placed before
the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the
transactions which were of a repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted were reviewed and statements
giving details of all related party transactions were
placed before the Audit Committee and the Board
of Directors for their review on a quarterly basis. The
policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website
at the following link: https://mf.nipponindiaim.com/
InvestorServices/Pages/Investor-Policies.aspx

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

Your Directors draw attention of the members to
Note No. 28 to the financial statement which sets out
related party disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed
by the Regulators/ Courts which would impact
the going concern status of the Company and its
future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR
ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

The Company, being asset manager to NIMF,
invests in various debt market instruments (non¬
convertible debentures) issued by various issuers.
In order to realize the debenture outstanding''s, the
Company has filed certain applications under the
Insolvency and Bankruptcy Code, 2016. The Mutual
Fund Division of the Company is a respondent party
to an IBC proceeding filed in the matter of Reserve
Bank of India v. Dewan Housing Finance Corporation
Limited pending before the Hon''ble NCLT, Mumbai.
The Portfolio Management Services Division of the
Company has filed:

(a) IBC proceedings against Fortuna Buildcon
India Private Limited in November 2017 before
the Hon''ble NCLT, Bangalore, wherein currently
the resolution plan has been approved by the
Hon''ble NCLT vide order dated 18^th December
2024. IBC (Personal Insolvency) proceedings
were filed in Hon''ble NCLT against the surviving

brother of the key deceased promoter and the
legal heirs of the key deceased promoter. NCLT
dismissed the matter against the legal heirs of
the key deceased promoter against which an
application is filed in Hon''ble NCLAT, Chennai.
The hearings are underway. As regards the
surviving brother, Hon''ble NCLT admitted
the matter vide order dated 30^th July 2024.
The Personal Insolvency process is currently
underway.

(b) Three (3) IBC proceedings against three (3)
Biodiversity Conservation India Private Limited
group companies (BCIL Zed Ria Properties
Private Limited, BCIL Red Earth Developers India
Pvt. Ltd. and Biodiversity Conservation India
Private Limited) were filed in December 2017
before the Hon''ble NCLT, Bangalore. The NCLT
approved resolution plans in BCIL Zed Ria
Properties Private Limited and in BCIL Red Earth
Developers India Pvt. Ltd., which are currently
under implementation while Biodiversity
Conservation India Private Limited is currently
under liquidation. The Company is also a
respondent to two (2) appeals in BCIL Red Earth
Developers India Private Limited and in three
(3) appeals in BCIL Zed Ria Properties Private
Limited, before Hon''ble NCLAT, Chennai, which
have been filed challenging the approved
resolution plans.

(c) IBC proceedings have been filed against the
promoters of Biodiversity Conservation India
Private Limited in November 2020 before Hon''ble
NCLT, Bangalore which are currently at a pre¬
admission stage.

(d) IBC proceeding filed against Green Valley
Shelters Private Limited in December 2019,
before Hon''ble NCLT, Chennai, was admitted in
August 2021, however the proceedings were
temporarily stayed under an order of the
Supreme Court. The Supreme Court has
dismissed the matter in February 2025 and
the Corporate Insolvency Resolution Process
("CIRP") is underway. The Committee of
Creditors ("COC") has approved a Resolution
Plan submitted by the Resolution Applicant in
March 2025. The Resolution Professional has
filed the approved Resolution Plan with Hon''ble
NCLT, Chennai for final approval and hearings
are underway.

(e) An IBC proceeding filed against the promoters
of Green Valley Shelters Private Limited in
October 2020 before the Hon''ble NCLT, Chennai
is at the pre-admission stage and hearings
are underway.

(f) An IBC proceeding was filed against Arkie Atelier
Design India Private Limited, being the corporate
guarantor for the debentures issued by Green
Valley Shelters Private Limited in November
2021. NCLT passed and ex-parte order which

was challenged in the Hon''ble NCLAT, Chennai.
The hearings are underway.

OTHER DISCLOSURES

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

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

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

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

• There is no loan taken by the Company hence
disclosure with respect to one-time settlement
entered into with any Bank or financial institutions
does not arise.

• There was no instances of deviation(s) /
variation(s) in utilisation of IPO proceeds.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

As on March 31, 2025, your Company had 1,104
employees and for the previous year, your Company
had 1,004 employees. Disclosures relating to the
remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, also
form part of this Report. However, having regard to
the provisions of Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being
sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining
the said information may write to the Company
Secretary and upon such request the information
shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

Your Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee ("ICC") has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this Policy. Following is a summary of sexual
harassment complaints received and disposed off
during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of Listing Regulations,
top 1000 listed entities by market capitalisation
have to publish a Business Responsibility and
Sustainability Report ("BRSR"). BRSR for the year
under review as stipulated under Listing Regulations
is presented in a separate section forming part
of this Annual Report. Further, the Company is
in the process of obtaining report on assurance
of the BRSR Core, consisting of a set of Key
Performance Indicators (KPIs) / metrics under nine
(9) Environmental, Social & Governance attributes
for the financial year ended March 31, 2025 by
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
the Statutory Auditors of your Company and will be
forming part of this Annual Report.

AWARDS AND RECOGNITIONS

FY''25 has been a year of some key recognitions and
accolades coming the Company''s way. NAM India
has been recognised across various parameters
of Employee Experience, Engagement and superior
culture by W.E. Global Employees'' Choice award
which is different from all other awards as it is based
on the multigenerational model that gives you the
engagement and experience feedback of Gen Z,
Millennials, Gen X and Baby boomers. These awards
are conferred purely basis the objective feedback
provided by its employees, in the survey.

NAM India is among the companies across all
the sectors who participated and proudly shares
this elite platform with some of the other reputed
organizations in the country. It is indeed a moment
of pride that your organization has scaled yet
another summit and reaffirmed its place as
the #EmployerOfChoice having won across
most categories.

Your Company has won across below categories:

Company Awards	Leadership Awards
Global Employees'' Choice Award
Diversity & Inclusion Award	Best CEO Award 2024
Company with Best State of Well¬ Being	Sundeep Sikka
Best Company for Gen Z
Best Company for Gen Y	Best chro Award 2024 Rajesh Derhgawen
Company with Best Managers

Nippon India Corporate Bond was awarded the 2024
Morningstar''s Best Corporate Bond Fund highlighting
our process and fund management robustness.

We have also bagged award in the category of
Innovative Practice for our digital Platforms - Investor
Portfolio Dashboard & Business Easy Digital Suite.

Additionally, this year was phenomenal where
we have won multiple awards by our Information
technology team where Abhinav Pandey won
amongst the Top 5 AI Disruptors - Individual
Category by ET Now for "Nippon GPT: Revolutionizing

Employee Productivity and Customer Experiences
with Generative A I." (Sep 2024) Anuja Kalekar:
Awarded by ET Now for "NAMI Data Genie: The Data
Intelligence Marvel Unlocking Business Prowess".
(Sep 2024). Nippon Life India Asset Management:
Awarded by ET Now for "Integrating AI with Key
Functions" (Sep 2024). Abhijit Shah: CTO 100 Awards
For "Business Innovators with Cloud and Generative
AI, Nippon GPT & Data Genie" (Sep 2024)Nippon Life
India Asset Management: Awarded by ET Now for
Smart Data Applications & Software (June 2024).
Nippon Life India Asset Management: Awarded by ET
Now for Modern Data Architecture & Infrastructure
(June 2024).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere
appreciation for the co-operation received from
various regulatory and governmental authorities
including SEBI, RBI, Registrar of Companies,
Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO,

CMPFO, Stock Exchanges, Depositories, Custodians,
Bankers, Registrar and Share Transfer Agent
Shareholders, Investors, and all other business
constituents during the year under review. We
believe all of them have contributed to our
continued growth.

Your Directors also wish to place on record their deep
appreciation for the total commitment displayed by
all the executives, officers and staff, resulting in yet
another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Parekh Sundeep Sikka

Independent Executive Director &

Director Chief Executive Officer

(DIN: 06559989) (DIN: 02553654)

Place: Mumbai
Date: April 28, 2025

---

Mar 31, 2024

The Administrator present the 38^th Annual Report and the
audited financial statement for the financial year ended
March 31,2024.

Financial Performance and State of Company’s Affair

The Financial performance of the Company for the financial
year ended March 31,2024 is summarised below:

('' in lakh)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023*	March 31, 2024	March 31, 2023*
Total Revenue	5 272	2 098	24 44 367	19 31 295
Profit / (Loss) Before Tax	(23 273)	(1 70 770)	48 701	(1 65 427)
Tax Expense	-	-	4 536	10 514
Profit / (Loss) After Tax	(23 273)	(1 70 770)	44 165	(1 75 941)
Closing surplus /	(21 77	(21 54	(22 21	(22 81
(deficit) in statement of profit and loss	807)	534)	134)	012)
Transfer to Statutory reserve fund**	-	-	-	-

* Previous year figures has been regrouped / reclassified wherever
required.

**No amount was transferred to the Statutory Reserve Fund
pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, as
the Company has incurred loss during the year
Corporate Insolvency Resolution Process
The Reserve Bank of India (“RBI”) vide Press Release dated
November 29, 2021 in exercise of the powers conferred
under Section 45-IE (1) of the Reserve Bank of India
Act, 1934 (“RBI Act”), superseded the Board of Directors
of the Company on November 29, 2021 and appointed
Shri Nageswara Rao Y, ex-Executive Director of Bank of
Maharashtra as the Administrator (“Administrator”) of the
Company under Section 45-IE (2) of the RBI Act. Further,
in terms of Section 45-IE(4)(b) all the powers, functions and
duties, which may, by or under the provisions of the RBI Act
or any other law for the time being in force, be exercised
and discharged by or on behalf of the Board of Directors of
the Company or by a resolution passed in general meeting
of the Company, shall, until the Board of Directors of the
Company is reconstituted, be exercised and discharged by
the Administrator.

Thereafter RBI vide press release dated November 30, 2021
in exercise of its powers conferred under Section 45-IE (5)
of RBI Act constituted a three-member advisory committee
to assist the Administrator in the discharge of his duties. The
Advisory Committee was dissolved by RBI with effect from
February 27, 2024.

On December 02, 2021 the RBI filed a petition before the
Hon''ble National Company Law Tribunal, Mumbai Bench
(“NCLT”/”Adjudicating Authority”) (“NCLT) under Section 227
read with Section 239(2)(zk) of the Insolvency and Bankruptcy
Code, 2016 (“Code”) read with Rule 5 and 6 of the Insolvency
and Bankruptcy (Insolvency and Liquidation Proceedings of
Financial Service Providers and Application to Adjudication
Authority) Rules, 2019 (“FSP Rules”) to initiate Corporate

Insolvency Resolution Process (“CIRP”) against the Company.
Thereafter, CIRP was initiated against the Company by an
order of the NCLT dated December 06, 2021. The NCLT vide
the said order, appointed the Administrator to perform all the
functions of a resolution professional to complete the CIRP of
the Company as required under the provisions of the Code
and declared a moratorium.

Thereafter, the resolution plan submitted by IndusInd
International Holdings Limited (“IIHL”), for the acquisition
of the Company on a going concern basis was approved
(“Approved Resolution Plan”) by the Hon''ble NCLT vide its
order dated February 27, 2024 (“NCLT Approval Order”).

A Monitoring Committee (“MC”) has been constituted in terms
of the Approved Resolution Plan and MC is the decision¬
making committee to do all such acts, deeds, matters and
things which shall be required for implementation of the
Approved Resolution Plan including but not limited to transfer
of assets or investments as articulated in the Approved
Resolution Plan.

The MC comprises of (a) three representatives nominated
by IIHL; (b) three representatives nominated by the Financial
Creditors and (c) the Administrator. The Administrator is
currently acting as the Chairperson of the MC.

A detailed summary highlighting the significant portions of
the Approved Resolution Plan along with the NCLT Approval
Order has been intimated to the stock exchanges where
the securities of the Company are listed, vide letter dated
February 28, 2024 and the same is available on the website
of the Company and Stock Exchanges.

In terms of the Approved Resolution Plan, the securities of
RCL including its equity shares will stand delisted from the
stock exchanges in accordance with the NCLT Approval Order
read with SEBI (Delisting of Equity Shares) Regulations, 2021.
As per the Approved Resolution Plan, the liquidation value
of the equity shareholder of RCL is NIL and hence, equity
shareholders will not be entitled to receive any payment, and
no offer will be made to any shareholder of RCL.

Upon implementation of the Approved Resolution Plan the
entire existing share capital of RCL is proposed to be cancelled
and extinguished for NIL consideration by virtue of the NCLT
Approval Order such that IIHL and/or the Implementing Entity,
and its nominees, are the only shareholders of RCL.

Further, IIHL has filed an application with Hon''ble NCLT for
seeking an extension of 90 days from May 27, 2024, for the
implementation of the Approved Resolution Plan. The Hon''ble
NCLT, by and under its order dated July 23, 2024, partly
allowed the said application (“July 23 Order”). On July 30,
2024, IIHL has filed another Interlocutory Application being IA
No. 3853 of 2024 inter alia seeking modification of the July 23
Order in order to seek certain directions for implementation of
the Approved Resolution Plan. Pursuant to the directions of
the Hon''ble NCLT contained in its order dated August 8, 2024,
in afore referred I.A. No. 3853 of 2024, Aasia Enterprises LLP
deposited an amount of '' 250 crore in the onshore account
as designated by COC and another sum of USD 298 million
equivalent to '' 2,500 crore was deposited by IIHL BFSI (India)
Limited (Mauritius) in the offshore account as designated by
COC. The said matter is presently pending before NCLT, The
Administrator, IIHL, Monitoring Committee and Committee of
Creditors are working towards successful implementation of
Approved Resolution Plan.

Resources and Liquidity

The Company has not borrowed any funds since August 2019.
Core Investment Company

The Company is a Core Investment Company (‘CIC'')
registered with Reserve Bank of India under the Master
Direction - Core Investment Companies (Reserve Bank)
Directions, 2016.

Dividend

Owing to the loss incurred by your Company for the
financial year under review, no dividend has been declared /
recommended on Equity Shares for the financial year ended
March 31,2024.

Management Discussion and Analysis

Management Discussion and Analysis Report for the
year under review as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the ‘Listing Regulations'')
and Master Direction - Core Investment Companies (Reserve
Bank) Directions, 2016 is presented in a separate section,
forming part of this Annual Report.

Deposits

The Company has neither accepted nor renewed any fixed
deposits during the year. There are no unclaimed deposits,
unclaimed / unpaid interest, refunds due to the deposit holders
or to be deposited to the Investor Education and Protection
Fund as on March 31,2024.

Particulars of Loans, Guarantees or Investments

The Company is registered as Core Investment Company with
RBI. Thus, the provision of Section 186 except sub-section (1)
of the Companies Act 2013 (‘the Act'') is not applicable to the
Company.

Promoter and Persons belonging to Promoter Group

The Company had during the financial year 2022-23 received
a request from ‘Promoter and Persons belonging to Promoter
Group'' of the Company, seeking reclassification as ‘Public''
under Regulation 31A of the Listing Regulations. The
Promoter and Persons belonging to Promoter Group seeking
reclassification, together hold 22,26,366 equity shares of the
Company constituting approximately 0.88%, which is not more
than one percent of the total voting rights in the Company.
The Company had submitted the application with respect
to reclassification under Regulation 31A(3) of the Listing
Regulations with the stock exchanges viz. BSE Limited and
the National Stock Exchange of India Limited and response
from the stock exchanges is awaited.

Subsidiary and Associate companies

During the year under review, there are no companies
which have become Subsidiary / Associate company of the
Company. The summary of the performance and financial
position of each of the subsidiary and associate companies
are presented in Form AOC-1 and of major subsidiaries and
associates are mentioned in Management Discussion and
Analysis Report forming part of this Annual Report. Also, a
report on the performance and financial position of each of
the subsidiary and associate companies as per the Act is
provided in the consolidated financial statement. The Policy for
determining material subsidiary companies may be accessed

on the Company''s website at https://www.reliancecapital.
co.in/pdf/Policy-for- Determination-of-Material-Subsidiary.pdf.

Standalone and Consolidated Financial Statement

The audited financial statement of the Company drawn up,
both on standalone and consolidated basis, for the financial
year ended March 31, 2024, are in accordance with the
requirements of the Companies (Indian Accounting Standards)
Rules, 2015, the (“Ind AS Rules”) prescribed under Section
133 of the Companies Act, 2013, read with the relevant rules
and other accounting principles. The Consolidated Financial
Statement have been prepared in accordance with Ind AS
and relevant provisions of the Act based on the financial
statement received from subsidiary and associate companies,
as approved by their respective Board of Directors.

Directors

The Reserve Bank of India (RBI) vide Press Release dated
November 29, 2021 in exercise of the powers conferred under
Section 45-IE (1) of the Reserve Bank of India Act, 1934 (RBI
Act) superseded the Board of Directors of your Company on
November 29, 2021 and the RBI appointed Mr. Nageswara
Rao Y as the Administrator of your Company under Section
45-IE (2) of the RBI Act. Pursuant to Section 45-IE (4)(b) of
the RBI Act, all the powers, functions and duties, which may,
by or under the provisions of the RBI Act or any other law
for the time being in force, be exercised and discharged by
or on behalf of the Board of Directors of such non-banking
financial company or by a resolution passed in general
meeting of such non-banking financial company, shall, until
the Board of Directors of such company is reconstituted, be
exercised and discharged by the Administrator referred to in
sub-section (2) of Section 45-IE of the RBI Act. Thereafter, RBI
vide its Press Release dated November 30, 2021, in exercise
of the powers conferred under Section 45-IE 5(a) of the RBI
Act, constituted a 3 (three) member Advisory Committee
to assist the Administrator in discharge of his duties and to
advise the Administrator in the operations of your Company
during the Corporate Insolvency Resolution Process (CIRP).
Upon approval of the Resolution Plan by NCLT, RBI has
dissolved the Advisor Committee w.e.f. February 27, 2024.
A Monitoring Committee (“MC”) has been constituted in terms
of the Approved Resolution Plan to manage the operations
of the Company on a going concern basis and MC is the
decision-making committee.

Key Managerial Personnel (KMP)

During the year Shri Nageswara Rao Y. - Administrator, Shri
Atul Tandon - Company Secretary & Compliance Officer and
Shri Aman Gudral - Chief Financial Officer were the KMPs.
There was no change.

Evaluation of Directors, Board and Committees

The Reserve Bank of India in exercise of its powers conferred
under Section 45-IE (1) of the Reserve Bank of India Act, 1934,
vide its notification dated November 29, 2021, superseded the
Board of Directors of the Company and all the Directors of the
Company vacated their office and Committees constituted by
the Board stood dissolved on November 29, 2021. In view
of the above, evaluation of performance of Directors, Board
or the Committees could not be carried out and no separate
meeting of Independent Directors could be held.

Policy on appointment and remuneration for Directors,
Key Managerial Personnel and Senior Management
Employees

The Company has devised a policy for selection, appointment
and remuneration of Directors, Key Managerial Personnel
and Senior Management Employees and has also formulated
the criteria for determining qualifications, positive attributes
and independence of Directors The Policy has been put up on
the Company''s website at https://www.reliancecapital.co.in/
Policies.aspx.

Directors’ Responsibility Statement

The financial statements of your Company for the financial
year ended March 31,2024 have been taken on record by the
Administrator while discharging the powers of the erstwhile
Board of Directors of your Company which were conferred
upon him by the RBI vide its press release dated November
29, 2021 and subsequently, powers conferred upon him in
accordance with the NCLT Order dated December 6, 2021
to run your Company as a going concern during CIRP Hence
the financial statements for the year ended March 31, 2024,
have been prepared on “going concern” assumptions.

The Administrator has relied on information, data, and
clarification provided by Key Managerial Personnel (KMP''s)
of the Company for the purpose of the financial results.

The Administrator has signed the financial statements
solely for the purpose of compliance and discharging the
powers of the Board of Directors during the CIRP period of
your Company and in accordance with the provisions of the
Companies Act, 2013, IBC, read with the relevant regulations
and rules thereunder and subject to the following:

(i) The Administrator has taken charge with effect from
November 29, 2021 and therefore was not in control of
the operations or the management of the Company prior
to November 29, 2021;

(ii) The Administrator has furnished and signed the report in
good faith and accordingly, no suit, prosecution or other
legal proceeding shall lie against the Administrator in
terms of Section 233 of the Code;

(iii) The Administrator, while signing this statement of financial
statements for the year ended March 31,2024, has relied
solely upon the assistance provided by the existing staff
and present Key Managerial Personnel (KMPs) of the
Company in review of the financial statements as well
as the certifications, representations and statements
made by the KMPs of the Company, in relation to these
financial results. The statement of financial results of
the Company for the year ended March 31, 2024 have
been taken on record by the Administrator solely on the
basis of and on relying on the aforesaid certifications,
representations and statements of the aforesaid existing
staff and present key management personnel (KMPs).
For all such information and data, the Administrator
has assumed, without any further assessment, that
such information and data are in conformity with the
Companies Act, 2013 and other applicable laws with
respect to the preparation of the financial results and
that they give a true and fair view of the position of the
Company as of the dates and period indicated therein.

Further, to comply with the provisions of Section 134(5) of the
Companies Act, 2013, the Administrator further confirms that:

i. In the preparation of the annual financial statement for
the financial year ended March 31, 2024, the applicable
Accounting Standards had been followed along with
proper explanation relating to material departures, if any;

ii. The Administrator had selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as of March 31,2024 and of the loss of the Company for
the year ended on that date;

iii. The Administrator had taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. The Administrator had laid down proper internal financial
controls to be followed by the Company and such financial
controls are adequate and are operating effectively; and

v. The Administrator had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into / by
the Company for the financial year ended March 31, 2024,
with related parties were on an arm''s length basis and in
the ordinary course of business. There were no materially
significant related party transactions which could have
potential conflict of interest with the Company at large.

During the year, the Company has not entered into any
contract / arrangement / transaction with related parties which
could be considered material in accordance with the policy of
Company on materiality of related party transactions or which
is required to be reported in Form AOC - 2 in terms of section
134 (3)(h) read with Section 188 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions as approved by
the Board is uploaded on the Company''s website at the link
http://www.reliancecapital.co.in/pdf/Policy_for_Related_
Party_Transaction. pdf. Your attention is drawn to Note No.
35 to the Standalone Financial Statement which sets out
related party disclosures pursuant to Ind-AS and Schedule V
of Listing Regulations.

As part of the CIRP, your Company is required to undertake
Related Party Transactions only after the approval of the
Committee of Creditors as per the provisions of Section 28 of
the Code. Accordingly, your Company has identified related
parties as per Section 5(24) of the Code and appropriate
approvals were sought from the Committee of Creditors for
such transactions.

Material Changes and Commitments if any, affecting the
financial position of the Company

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

Meetings of the Board

Due to supersession of Board of Directors by RBI no Board
Meetings were held during the year 2023-24. Further, 4 (four)
Advisory Committee meetings were held during the year
2023-24.

Audit Committee and other board committees

Pursuant to the RBI superseding the Board of Directors of
the Company on November 29, 2021, all Committees of the
Company stood dissolved. Accordingly, the Administrator
along with the Advisory Committee oversee the responsibility
of the Audit Committee and other Board Committees.
Appointment and cessation of Statutory Auditors
M/s. G. D. Apte & Co., Chartered Accountants (Registration
no.100515W), appointed as Statutory Auditors
w.e.f. September 20, 2024, to hold office as Statutory Auditors
for a period of three consecutive years till the conclusion of
the 41^st Annual General Meeting

M/s. Gokhale & Sathe, Chartered Accountants, (Registration
no. 103264W), ceased to be the Statutory Auditors
w.e.f. September 19, 2024, upon completion of their terms as
Statutory Auditors

As per the requirements of Guidelines dated April 27, 2021,
issued by the Reserve Bank of India (RBI) for Appointment of
Statutory Central Auditors (SCAs) / Statutory Auditors (SAs)
of Commercial Banks (excluding RRBs), UCBs and NBFCs
(including HFCs), the Company has received a declaration
from M/s. G. D. Apte & Co., Chartered Accountants, confirming
their eligibility to continue to act as Statutory Auditors of the
Company.

Auditors and Auditors’ Report

M/s. Gokhale & Sathe, Chartered Accountants, in their Report
to the Members, have given the following qualified opinion and
the response of the Administrator with respect to them are as
follows: -

1. We draw attention to Note no. 47 (b) to the Statement
which explains that the amount of the claims including
claims on account of corporate guarantees invoked,
admitted or to be admitted by the Administrator may
differ from the amount reflecting in the books of account
of the Parent Company. Pending implementation of
approved resolution plan, no adjustments have been
made in the books for the differential amounts, if any, in
the claims admitted as on the date of the financial results
as compared to the liabilities reflected in the books of
account of the Parent Company.

2. We draw attention to Note no. 47 (c) of the Consolidated
Financial Statements which explains that in view of the
pending implementation of approved resolution plan,
the Parent Company has provided for interest expense
which may be applicable on the financial debt only upto
December 06, 2021. Accordingly, interest expense for
the year ended March 31,2024 amounting to '' 1,60,085
lakh has not been recognized. Had such interest been
recognized, the profit before tax for the year ended
March 31, 2024 would have been lower by '' 1,60,085
lakh respectively. Further, the aggregate interest
expense not recognized by the Parent Company post
December 6, 2021 is '' 3,70,007 lakh. And had such

interest been recognized, the net worth of the Group as
at March 31,2024 would have been lower by '' 3,70,007
lakh.

3. We have been informed that certain information including
the minutes of meetings of the Committee of Creditors
(CoC) are confidential in nature and accordingly has
not been shared with us. The Administrator and the
management have confirmed that the CoC discussions
held during the year do not have any implications on
the financial statements since resolution plan is yet to
approved by CoC.

4. In respect of Reliance Corporate Advisory Services
Limited (“RCASL”), as per the independent auditor''s
report, interest on borrowings for the year ended
March 31, 2024, to the tune of '' 16,582 lakh has
not been provided for as required under Ind AS 23
“Borrowing Costs”. Had such interest been provided, the
reported loss for the year would have been higher by
?16,582 lakh. Further, the auditor is unable to comment
on the realisability of outstanding loans and advances
of '' 71,350 lakh (of which '' 8,027 lakh has been
provided for) and investment of '' 42,500 lakh as at
March 31,2024.

5. We draw attention to Note no. 46 (a) of the Statement
which explains that the Parent Company has been
admitted under the CIRP process effective December
06, 2021 and as stipulated under Section 20 of the IBC,
it is incumbent upon the Administrator to manage the
operations of the Parent Company as a going concern.
The Administrator had filed an application before the
NCLT for approval of resolution plan submitted by IIHL
which was approved by the NCLT on February 27, 2024
(“Approved Resolution Plan”). Accordingly, the financial
results for the quarter and year ended March 31, 2024
have been prepared on going concern basis. However,
the Parent Company has defaulted in repayment of the
obligations to the lenders and debenture holders which
is outstanding, has incurred losses during the period
as well as during the previous periods, has reported
negative net worth as at March 31, 2024 and previous
periods, and as described in Note no. 19 (a) the asset
cover for listed secured non-convertible debentures
of the Parent Company has fallen below one hundred
percent. An application has also been filed with the NCLT
seeking an extension of 90 days from May 27, 2024 for
the implementation of the Approved Resolution Plan.
These events indicate that material uncertainty exists,
that may cast significant doubt on the Parent Company''s
ability to continue as a going concern.

Response to Qualification

Your Company is under CIRP and all claims and repayment
obligations to lenders and debenture holders and impairment
loss on assets and write back of liabilities shall be dealt as
per CIRP. No fraud has been reported by the Auditors to the
Administrator.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had

appointed M/s. Aashish K. Bhatt & Associates, Practicing
Company Secretaries, to undertake the Secretarial Audit of
the Company.

The Audit Report of the Secretarial Auditors of the Company
and its material subsidiary for the financial year ended
March 31, 2024 are attached hereto as Annexures A1 and
A2. Pursuant to Regulation 24A of the Listing Regulations,
the Company has obtained Annual Secretarial Compliance
Report from a Practicing Company Secretary on compliance
of all applicable SEBI Regulations and circulars / guidelines
issued there under and the same were submitted with the
Stock Exchanges. The observations and comments given by
the Secretarial Auditor in their Report are self-explanatory and
hence do not call for any further comments under Section 134
of the Act.

Secretarial Standards

During the year under review, the Company has complied with
the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

Maintenance of Cost Records

The Central Government has not specified maintenance of
cost records, for any of the products of the Company, under
Section 148(1) of the Act.

Annual Return

As required under Section 134(3)(a) of the Act, the
Annual Return for the financial year 2023-24, is put
up on the Company''s website and can be accessed at
https://www.reliancecapital.co.in/ Annual-Reports.aspx.
Particulars of Employees and related disclosures

(a) Employees Stock Option Scheme(s)

Employees Stock Option Scheme(s) (ESOS 2015 and
ESOS 2017) were approved and implemented by the
Company and Options were granted to the employees
in accordance with guidelines applicable to ESOS.
The existing ESOS Scheme and Plans are in compliance
with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI Regulations).

The Company has received a certificate from the
Secretarial Auditors of the Company that the ESOS 2015
and ESOS 2017 have been implemented in accordance
with the SEBI Regulations and as per the resolution
passed by the members of the Company authorising
issuance of the said Options. The details as required
to be disclosed under SEBI Regulations are put on the
Company''s website at http://www.reliancecapital.co.in/
ESOS-Disclosure.aspx.

(b) Other Particulars

In terms of the provisions of Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, as amended, a statement showing the names and
other particulars of the employees drawing remuneration
in excess of the limits set out in the said Rules are
provided in the Annual Report, which forms part of this
Report. Disclosures relating to the remuneration and
other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, as
amended, are also provided in the Annual Report, which
forms part of this Report. However, having regard to the
provisions of second proviso to Section 136(1) of the
Act, the Annual Report excluding the aforesaid information
is being sent to all the members of the Company and
others entitled thereto. The said information is available
for inspection up to the date of the Meeting. Any member
interested in obtaining the same may write to the
Company Secretary and the same will be furnished on
request.

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

The Company is a Non-Banking Financial Company and
does not involve in any manufacturing activity, most of the
information as required under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014
are not applicable. However, the information as applicable
has been given in Annexure - B forming part of this Report.

Corporate Governance

The report on Corporate Governance as stipulated under
Regulation 34(3) read with Para C of Schedule V of the
Listing Regulations and Chapter VII Master Direction - Core
Investment Companies (Reserve Bank) Directions, 2016, as
amended, is presented in separate section forming part of this
Annual Report.

A Certificate from M/s. Aashish K. Bhatt & Associates,
Practicing Company Secretaries confirming compliance to
the conditions of Corporate Governance as stipulated under
Para E of Schedule V of the Listing Regulations is enclosed
to this Report.

Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle
Blower (Vigil Mechanism) policy. No person has been denied
for direct access to the Administrator. The details of the same
have been stated in the Report on Corporate Governance
and the policy can be accessed on the Company''s website.
Further, every individual has access to Administrator at
his personal e-mail id that has been provided vide public
announcement. During the CIRP, the Administrator intends to
implement the relevant guidelines in true spirit.

Risk Management

The Company has laid down a Risk Management Policy to
identify the inherent risks, assess, evaluate and monitor these
risks continuously and undertake effective steps to manage
these risks. More details on Risk Management indicating
development and implementation of Risk Management Policy
including identification of elements of risk and their mitigation
are covered in Management Discussion and Analysis section,
which forms part of this Report.

Compliance with provisions of Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company is committed to uphold and maintain the
dignity of woman employees and it has in place a policy
which provides for protection against sexual harassment of
women at work place and for prevention and redressal of
such complaints. During the year, no such complaints were

received. The Company has also constituted an Internal
Complaints Committee under the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Corporate Social Responsibility

Pursuant to the RBI superseding the Board of Directors of
the Company on November 29, 2021, all Committee''s of the
Company stood dissolved. Accordingly, the Administrator
alongwith the Advisory Committee overlook the responsibility
of the CSR Committee. Your Company has in place a
Corporate Social Responsibility Policy (CSR Policy), as per
the provisions of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended, which lays down the activities to be undertaken
by the Company. The CSR policy may be accessed on the
Company''s website at the link; https://www.reliancecapital.
co.in/Policies.aspx.

Since the Company is under CIRP and there are no average
net profits for the Company during the previous three financial
years, no funds were set aside and spent by the Company
towards Corporate Social Responsibility, during the year
under review, accordingly there are no disclosures to be made
with respect to CSR activities.

Significant and material Orders passed by the Regulators
or Courts or Tribunal

Reserve Bank of India (“RBI”), in exercise of its powers under
Section 45-IE(1) of the Reserve Bank of India Act, 1934 (“RBI
Act”) superseded the Board of Directors of Reliance Capital
Limited (“Company”) on November 29, 2021. Accordingly,
the RBI appointed Mr. Nageswara Rao Y as the administrator
of the Company under Section 45-IE(2) of the RBI Act. The
Company is under CIRP in accordance with IBC code, 2016
read with IBC (Financial service Provider) Rules, 2019 and
Mumbai bench of NCLT has passed order dated December
06, 2021 according to which the Company is under moratorium
under Section 14 of the Code pursuant to which the following
actions are prohibited;

(a) institute suits or continue pending suits or proceedings
against the corporate debtor including execution of any
judgment, decree or order in any court of law, tribunal,
arbitration panel or other authority;

(b) transfer, encumber, alienate or dispose of any of its
assets or any legal right or beneficial interest therein;

(c) any action to foreclose, recover or enforce any security
interest created by the corporate debtor in respect of its
property including any action under the Securitisation
and Reconstruction of Financial Assets and Enforcement
of Security Interest Act, 2002;

(d) recovery of any property by an owner or lessor where
such property is occupied by or in the possession of the
corporate debtor. As disclosed previously, the Company
was prohibited from making any payment to secured
or unsecured creditors and to dispose of, alienate,
encumber either directly or indirectly or otherwise
part with the possession, of any assets except in the
ordinary course of business such as payment of salary
and statutory dues, vide (a) orders dated December
3, 2019 and December 5, 2019 passed by the Hon''ble

Debts Recovery Tribunal; (b) orders dated November 20,
2019 and March 15, 2021 passed by the Hon''ble Delhi
High Court; and, Orders dated November 28, 2019,
November 4, 2020, and March 5, 2021 passed by the
Hon''ble Bombay High Court.

The Administrator has taken steps for seeking confirmations
from various forums where litigations have been levied on the
Company for disposal of assets, that such injunctions will not
be applicable during CIRP.

Internal Financial Control Systems and their adequacy

The Company has in place adequate internal financial control
systems across the organisation. The same is subject to
periodical review by the Administrator & Advisory Committee
for its effectiveness. During the year, such controls were
tested and no reportable material weakness in the design or
operation was observed.

General

During the year under review there were no reportable events
in relation to issue of equity shares with differential rights as
to dividend, voting or otherwise, issue of sweat equity shares
to the Company''s Directors or Employees and one-time
settlement with any Bank or Financial Institution.

In terms of the Approved Resolution Plan, the securities of
RCL including its equity shares will stand delisted from the
stock exchanges in accordance with the NCLT Approval Order
read with SEBI (Delisting of Equity Shares) Regulations, 2021.
As per the Approved Resolution Plan, the liquidation value
of the equity shareholder of RCL is NIL and hence, equity
shareholders will not be entitled to receive any payment,
and no offer will be made to any shareholder of RCL. On
account of the aforesaid, trading in the equity shares of the
Company has been suspended w.e.f. March 1,2024 in terms
of BSE notice no. 20240229-16 and NSE Notice No. NSE/
CML/60913/0381/2024 both dated February 29, 2024.
Acknowledgment

Your Company would like to express their sincere appreciation
for the co-operation and assistance received from Committee
of Creditors, Advisory Committee, Monitoring Committee,
shareholders, debenture holders, debenture trustee, bankers,
financial institutions, regulatory bodies and other business
constituents during the year under review. Your Company also
wishes to place on record their deep sense of appreciation for
the commitment displayed by all executives, officers and staff.
For and on behalf of

Reliance Capital Limited

Nageswara Rao Y

Administrator

Mumbai

December 2, 2024

---

Mar 31, 2023

The Reserve Bank of India (RBI) vide Press Release dated November 29, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1 934 (RBI Act) superseded the Board of Directors of your Company on November 29, 2021 and thereafter appointed Mr. Nageswara Rao Y, ex-Executive Director of Bank of Maharashtra as the Administrator of your Company under Section 45-IE (2) of the RBI Act. Thereafter, RBI vide its Press Release dated November 30, 2021 , in exercise of the powers conferred under Section 45-IE 5(a) of the RBI Act, constituted a three (3) member Advisory Committee to assist the Administrator in discharge of his duties and further to also advise the Administrator in the operations of your Company during the Corporate Insolvency Resolution Process (CIRP). The Advisory Committee initially comprised of Mr. Sanjeev Nautiyal, Mr. Praveen P Kadle and Mr. Srinivasan Varadarajan. The Advisory Committee was reconstituted on February 1 7, 2023 upon resignation of Mr. Srinivasan Varadarajan and now comprises of Mr. Sanjeev Nautiyal, ex-DMD, State Bank of India, Mr. Praveen P Kadle, ex-MD & CEO, Tata Capital Limited and Mr. Vikramaditya Singh Khichi ex-ED, Bank of Baroda. As per the framework of the Advisory Committee as approved by RBI, primary responsibility of the Advisory Committee is to guide the Administrator to undertake all steps that will maximize the value for all stakeholders of your Company through a successful resolution.

On December 2, 2021, the RBI had filed the Petition before the Hon''ble National Company Law Tribunal, Mumbai Bench ("NCLT/Adjudicating Authority") under sub-Clause (i) of clause (a) of Rule 5 of the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudication Authority) Rules, 2019 (FSP Rules) to initiate Corporate Insolvency Resolution Process ("CIRP") against your Company read with Section 227 of the Insolvency and Bankruptcy Code, 2016 read with the Rules and Regulations framed there under and amended from time to time (the "Code").

Further, CIRP was initiated against the Company under Section 227 read with clause (zk) of sub section (2) of Section 239 of the Code and read with Rules 5 and 6 of the FSP Rules by an order dated December 6, 2021, of the NCLT. In accordance with Section 14 of the Code read with the FSP Insolvency Rules, a moratorium has been effective on and from December 6, 2021,

i.e. the date of admission of the Company in the CIRP process for prohibiting institution of suits or continuation of pending suits or proceedings against the Company including execution of any judgement, decree or order in any court of law, tribunal, arbitration panel or other authority. The Administrator has taken steps for seeking confirmations from various forums where litigations have been levied on the Company for disposal of assets, that such injunctions will not be applicable during CIRP. The Adjudicating Authority vide the above order, appointed the Administrator to perform all the functions of a Resolution Professional to complete the CIRP of the Company as required under the provisions of the Code. It is also incumbent upon the Administrator, (exercising same powers as Resolution Professional under the Code), under Section 20 of the Code, to manage the operations of the Company as a going concern.

Financial Performance and State of Company''s Affair

The Financial performance of the Company for the financial year ended March 31, 2023 is summarised below:

				(Rs. in Lakh)
	Standalone		Consolidated
Particulars	March 31, 2023	March 31, 2022*	March 31, 2023	March 31, 2022*
Total Revenue	2 098	1 593	19 31 295	1930132
Profit / (Loss) Before Tax	(1 70 770)	(1 10 580)	(1 65 427)	(7 90 780)
Tax Expense	-	-	10 514	14 694
Profit / (Loss) After Tax	(1 70 770)	(1 10 580)	(1 75 941)	(8 05 474)
Closing surplus / (deficit) in statement of profit and loss	(21 54 534) (19 83 764) (22 81 012) (30 84 387)
Transfer to Statutory reserve fund**	-	-	-	-

* Previous year figures has been regrouped / reclassified wherever required.

**No amount was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, as the Company has incurred loss during the year.

Corporate Insolvency Resolution Process

The Administrator under Section 13 of the Code read with Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process of Corporate Persons) Regulations, 2016 (CIRP Regulations) had issued a public announcement as prescribed in Form A on December 8, 2021 for bringing to the Notice of the creditors of your Company to submit their claims against your Company as per the relevant forms under the code. The Administrator, on receipt of the claims from the creditors has prepared a list of creditors (including Financial, Operational, Workmen & Employees and Other Creditors) along with their security Interest therein pursuant to Regulation 13(2)(c) of the CIRP Regulations and such list of creditors has been made available to the stakeholders on your Company''s website. The claims have been admitted based on the information available in the books of accounts and records available with your Company and the information provided by the respective creditors in this regard. It is pertinent to note that mere admission of claims does not guarantee payment and the claims are subject to revision / modification till such date as they are finalized. The Administrator after preparing the list of claims of the creditors of the Company has constituted of the Committee of Creditors (COC) of your Company under Section 21 of the Code read with Regulation 17 of the CIRP Regulations.

The Committee of Creditors comprised of unrelated financial creditors of your Company as per Section 21 of the Code read with Regulation 17 of the CIRP Regulations. The Committee of Creditors has met 50 (Fifty) times since initiation of CIRP till the date of this Report. As part of CIRP of your Company, the Administrator, Advisory Committee and the present management team have taken various initiatives to ensure ''going concern'' status of your Company as required under Section 20 of the Code. Further, the Code and CIRP Regulations stipulates the requirement of prior

approval by the Committee of Creditors for certain actions to be taken during the process, including as provided under Section 28 of the Code. The Administrator and the Advisory Committee as set up by the RBI to assist the Administrator in discharge of his duties, exercise oversight on the operations of your Company apart from conducting the CIRP in accordance with the provisions of the Code and Regulations under IBC, 2016.

The Administrator has appointed Deloitte India Insolvency Professionals LLP and AZB & Partners as Process and Legal advisors, respectively to assist him in completion of the CIRP of your Company.

Key Events:

Date	Particulars
June 2, 2022	The Hon''ble National Company Law Tribunal, Mumbai, vide its order dated June 2, 2022 in IA 1 240/2022 of CP(IB)1231/MB/2021, extended the timeline for completion of CIRP by a period of 90 days i.e. till September 2, 2022.
August 12, 2022	The Hon''ble National Company Law Tribunal, Mumbai, vide its order dated August 12, 2022 in IA 2186/2022 IA 2207/2022 in C.P. (IB)/1231(MB)2021, extended the timeline for completion of CIRP by a period of 60 days i.e., till November 1, 2022.
October 18, 2022	The Hon''ble National Company Law Tribunal, Mumbai, vide its order dated October 18, 2022 in IA 1838/2022 IA 2186/2022 IA 2901/2022 IN C.P./ (IB)/1 231 /(MB)2021, has granted exclusion of 90 days for completion of CIRP till January 31, 2023.
October 20, 2022	Revised Final List of Eligible Prospective Resolution Applicants pursuant to the Regulation 36A (12) of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations 2016.
October 22, 2022	Applications filed before the NCLT under Section 60(5) and Section 66(2) of the Code on October 22, 2022.
January 3, 2023	Interim order passed by the Hon''ble National Company Law Tribunal, Mumbai Bench ("Hon''ble NCLT") in the matter of Petition no. I.A 1 of 2023 filed by Torrent Investment Private Limited.
January 31, 2023	The Hon''ble National Company Law Tribunal, Mumbai, vide its order dated January 31, 2023 in matter IA 370 /2023 C.P. (IB) / 1231 (MB) 2021, granted 45 days exclusion from the date of CIRP i.e., till March 17, 2023.

Date	Particulars
February 2, 2023	The Hon''ble National Company Law Tribunal, Mumbai Bench disposed of Interlocutory Application ("IA") No.01 of 2023, IA No. 99 of 2023 and IA No. 150 of 2023, pursuant to its order dated February 2, 2023 and subsequently corrected by its order dated February 3, 2023.
February 1 7, 2023	RBI press release 2022-2023/1 744 dated February 1 7, 2023, re-constituted the Advisory Committee. Mr. Vikramaditya Singh Khichi was appointed upon the resignation of Mr. Srinivasan Varadarajan.
March 2, 2023	Order passed by the Adjudicating Authority (National Company Law Tribunal), Mumbai Bench in I.A. No. 1/MB/C-I/2023 and I.A. No. 99/MB/C-I/2023 and I.A. No. 150/MB/CI/ 2023 in C.P. (IB) No.1231/ MB/C-I/2021 granting 30 days exclusion for completion of CIRP till April 16, 2023.
April 12, 2023	The Hon''ble National Company Law Tribunal, Mumbai, vide its order dated April 1 2, 2023 in matter IA No. 1362 of 2023 in CP(IB) 1231 of 2021, granted exclusion of 90 days for completion of CIRP till July 16, 2023.
April 26, 2023	Extended challenge mechanism process of the Company ("ECM") was duly conducted.
May 4, 2023	Hon''ble National Company Law Tribunal bench at Mumbai ("NCLT") by its Order dated May 4, 2023 in the case of Reliance Capital Limited, Through its Administrator Mr. Nageswara Rao Y v. IDBI Trusteeship Services Limited in IA No. 1286/MB/2022 in C.P (IB) No. 1231 /MB/2021 directed IDBI Trusteeship Services Limited to handover the possession of 25,15,49,920 shares (100% equity shares) of Reliance General Insurance Company Limited to the Administrator of Reliance Capital Limited.
July 1 2, 2023	Application filed under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 ("Code") for submission of resolution plan of IndusInd International Holdings Limited ("IIHL"), as approved by the Committee of Creditors of Reliance Capital Limited, with the Adjudicating Authority i.e. Hon''ble National Company Law Tribunal ("NCLT"), Mumbai Bench via e-filing on July 12, 2023.

The Advisory Committee have met 14 (fourteen) times during the year 2022-23 and the Committee of Creditors have met 50 (fifty) times since commencement of CIRP.

Resources and Liquidity

The Company has not borrowed any funds since August 2019. Core Investment Company

The Company is a Core Investment Company (''CIC'') registered with Reserve Bank of India under the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016.

Dividend

Owing to the loss incurred by your Company for the financial year under review, no dividend has been declared/recommended on Equity Shares for the financial year ended March 31, 2023.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'') and Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016 is presented in a separate section, forming part of this Annual Report.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2023.

Particulars of Loans, Guarantees or Investments

The Company is registered as Core Investment Company with RBI. Thus, the provision of Section 186 except sub-section (1) of the Companies Act 2013 (''the Act'') is not applicable to the Company.

Promoter and Persons belonging to Promoter Group

During the year, the Company had received a request from ''Promoter and Persons belonging to Promoter Group'' of the Company, seeking reclassification as ''Public'' under Regulation 31A of the Listing Regulations. The Promoter and Persons belonging to Promoter Group seeking reclassification, together hold 22,26,366 equity shares of the Company constituting approximately 0.88%, which is not more than one percent of the total voting rights in the Company. The Company had submitted the application with respect to reclassification under Regulation 31A(3) of the Listing Regulations with the stock exchanges viz. BSE Limited and the National Stock Exchange of India Limited and response from the stock exchanges is awaited.

Subsidiary and Associate companies

During the year under review, there are no companies which have become Subsidiary / Associate company of the Company. The Company had sold its holding in wholly owned subsidiary viz. Reliance Commercial Finance Limited (RCFL) to Authum Investment and Infrastructure Limited in pursuance of the implementation of the resolution plan of RCFL in terms of the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019.

Consequently, RCFL and Gulfoss Enterprises Private Limited a subsidiary of RCFL, have ceased to be subsidiaries of the Company w.e.f. October 14, 2022 and Global Wind Power Limited and Reinplast Advanced Composites Private Limited, have ceased to be associates of the Company w.e.f. October 14, 2022.

The summary of the performance and financial position of each of the subsidiary and associate companies are presented in Form AOC-1 and of major subsidiaries and associates are mentioned in Management Discussion and Analysis Report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiary and associate companies as per the Act is provided in the consolidated financial statement. The Policy for determining material subsidiary companies may be accessed on the Company''s website at https://www.reliancecapital.co.in/pdf/Policy-for-Determination-of-Material-Subsidiary.pdf.

Standalone and Consolidated Financial Statement

The audited financial statement of the Company drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2023, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015, the ("Ind AS Rules") prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules and other accounting principles. The Consolidated Financial Statement have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statement received from subsidiary and associate companies, as approved by their respective Board of Directors.

Directors

The Reserve Bank of India (RBI) vide Press Release dated November 29, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934 (RBI Act) superseded the Board of Directors of your Company on November 29, 2021 and the RBI appointed Mr. Nageswara Rao Y as the Administrator of your Company under Section 45-IE (2) of the RBI Act.

Pursuant to Section 45-IE (4)(b) of the RBI Act, all the powers, functions and duties, which may, by or under the provisions of the RBI Act or any other law for the time being in force, be exercised and discharged by or on behalf of the Board of Directors of such non-banking financial company or by a resolution passed in general meeting of such non-banking financial company, shall, until the Board of Directors of such company is reconstituted, be exercised and discharged by the Administrator referred to in sub-section (2) of Section 45-IE of the RBI Act.

Thereafter, RBI vide its Press Release dated November 30, 2021, in exercise of the powers conferred under Section 45-IE 5(a) of the RBI Act, constituted a 3 (three) member Advisory Committee to assist the Administrator in discharge of his duties and to advise the Administrator in the operations of your Company during the Corporate Insolvency Resolution Process (CIRP). Presently, the members of the Advisory Committee are Mr. Sanjeev Nautiyal, ex-DMD, State Bank of India, Mr. Praveen P Kadle, ex-MD & CEO, Tata Capital Limitedand Mr. Vikramaditya Singh Khichi ex-ED, Bank of Baroda.

Key Managerial Personnel

During the year under review, Mr. Aman Gudral was appointed as Chief Financial Officer of the Company with effect from April 12, 2022, upon cessation of Mr. Vijesh Thota as Chief Financial Officer with effect from April 1 1, 2022.

Evaluation of Directors, Board and Committees

The Reserve Bank of India in exercise of its powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1 934, vide its notification dated November 29, 2021, superseded the

Board of Directors of the Company and all the Directors of the Company vacated their office and Committees constituted by the Board stood dissolved on November 29, 2021. In view of the above, evaluation of performance of Directors, Board or the Committees could not be carried out and no separate meeting of Independent Directors could be held.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Company has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees and has also formulated the criteria for determining qualifications, positive attributes and independence of Directors. The Policy has been put up on the Company''s website at https://www.reliancecapital.co.in/Policies.aspx.

Directors'' Responsibility Statement

The financial statements of your Company for the financial year ended March 31, 2023 have been taken on record by the Administrator while discharging the powers of the erstwhile Board of Directors of your Company which were conferred upon him by the RBI vide its press release dated November 29, 2021 and subsequently, powers conferred upon him in accordance with the NCLT Order dated December 6, 2021 to run your Company as a going concern during CIRP. Hence the financial statements for the year ended March 31, 2023, have been prepared on "going concern" assumptions.

The Administrator has relied on information, data, and clarification provided by Key Managerial Personnel (KMP''s) of the Company for the purpose of the financial results.

The Administrator has signed the financial statements solely for the purpose of compliance and discharging the powers of the Board of Directors during the CIRP period of your Company and in accordance with the provisions of the Companies Act, 2013, IBC, read with the relevant regulations and rules thereunder and subject to the following:

(i) The Administrator has taken charge with effect from November 29, 2021 and therefore was not in control of the operations or the management of the Company prior to November 29, 2021;

(ii) The Administrator has furnished and signed the report in good faith and accordingly, no suit, prosecution or other legal proceeding shall lie against the Administrator in terms of Section 233 of the Code;

(iii) The Administrator, while signing this statement of financial statements for the year ended March 31, 2023, has relied solely upon the assistance provided by the existing staff and present Key Managerial Personnel (KMPs) of the Company in review of the financial statements as well as the certifications, representations and statements made by the KMPs of the Company, in relation to these financial results. The statement of financial results of the Company for the year ended March 31, 2023 have been taken on record by the Administrator solely on the basis of and on relying on the aforesaid certifications, representations and statements of the aforesaid existing staff and present key management personnel (KMPs). For all such information and data, the Administrator has assumed, without any further assessment, that such information and data are in conformity with the Companies Act, 2013 and other applicable laws with respect

to the preparation of the financial results and that they give a true and fair view of the position of the Company as of the dates and period indicated therein.

Further, in order to comply with the provisions of Section 134(5) of the Companies Act, 2013, the Administrator further confirms that:

i. In the preparation of the annual financial statement for the financial year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. The Administrator had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on that date;

iii. The Administrator had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Administrator had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and

v. The Administrator had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into / by the Company for the financial year ended March 31, 2023, with related parties were on an arm''s length basis and in the ordinary course of business.

There were no materially significant related party transactions which could have potential conflict of interest with the Company at large.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions or which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the link http://www. reliancecapital.co.in/pdf/Policy_for_Related_Party_Transaction. pdf.

Your attention is drawn to Note No. 35 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

As part of the CIRP, your Company is required to undertake Related Party Transactions only after the approval of the Committee of Creditors as per the provisions of Section 28 of the Code. Accordingly, your Company has identified related parties as per Section 5(24) of the Code and appropriate approvals were sought from the Committee of Creditors for such transactions.

Material Changes and Commitments if any, affecting the financial position of the Company

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

Meetings of the Board

Due to supersession of Board of Directors by RBI no Board Meetings were held during the year 2022-23. Further, 14 (fourteen) Advisory Committee meetings were held during the year 2022-23.

Audit Committee and other board committees

Pursuant to the RBI superseding the Board of Directors of the Company on November 29, 2021, all Committee''s of the Company stood dissolved. Accordingly, the Administrator alongwith the Advisory Committee oversee the responsibility of the Audit Committee and other Board Committees.

Auditors and Auditors'' Report

At the 35^th Annual General Meeting (AGM) of the Company held on September 14, 2021, the members of the Company had appointed M/s. Gokhale & Sathe, Chartered Accountants to hold office as Statutory Auditors for a period of three consecutive years till the conclusion of the 38^th Annual General Meeting.

As per the requirements of Guidelines dated April 27, 2021, issued by the Reserve Bank of India (RBI) for Appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs), the Company has received a declaration from M/s. Gokhale & Sathe, Chartered Accountants, confirming their eligibility to continue to act as Statutory Auditors of the Company.

The Auditors in their Report to the Members, have given the following qualified opinion and the response of the Administrator with respect to them are as follows:-

1. Opinion on provision for impairment loss on assets and write back of liabilities - The Company is undergoing CIRP under the provisions of IBC. As per the provisions of IBC, the fair value and liquidation value of the assets of the Company as on the insolvency commencement date is required to be determined. The valuation reports have been received. The Management and the Administrator have represented that the liquidation value of the assets is higher than the book values and therefore no impairment is called for as at March 31, 2023. However, on completion of the CIRP, the Company will consider carrying out a comprehensive review of all the assets including investments, other assets and intangible assets, liabilities and accordingly provide for impairment loss on assets and write back of liabilities, if any. Though these have been placed before the Committee of Creditors, these have not been provided for audit on grounds of confidentiality. Consequently, we are unable to comment on the impact thereof on the Statement, if any.

2. Opinion on the amount of the claims including claims on account of corporate guarantees invoked, admitted or to be admitted by the Administrator may differ from the amount reflecting in the books of account of the Company. The NCLT by its order dated April 12, 2023 has granted extension for completion of CIRP till July 16, 2023 and therefore pending final outcome of the CIRP, no adjustments have been made in the books for the differential amounts, if any, in the claims admitted as on the date of the financial results as compared to the liabilities reflected in the books of account of the Company.

3. Opinion on Interest Expenses - In view of the ongoing CIRP, the Company has provided for interest expense on financial liabilities which may be applicable on the financial debt only upto December 6, 2021. Accordingly, interest expense pertaining to the year ended March 31, 2023 amounting to '' 1,60,859 lakh has not been recognised. Had such interest been recognised, the loss before tax for year ended March 31, 2023 would have been higher by '' 1,60,859 lakh. Further, the aggregate interest expense not recognized by the Company post December 6, 2021 is '' 2,09,949 lakh and had such interest been recognized, the net worth of the Company as at March 31, 2023 would have been lower by '' 2,09,949 lakh.

4. Opinion on CoC discussions and its implications on financial statements - Certain information including the minutes of meetings of the Committee of Creditors are confidential in nature and accordingly has not been shared with Auditors. The Administrator and the management has confirmed that the CoC discussions held during the year do not have any implications on the financial statements since resolution plan is yet to be approved by the CoC.

5. Opinion on Material Uncertainties related to Going Concern The Company has been admitted under the CIRP effective December 06, 2021 and as stipulated under Section 20 of the IBC, it is incumbent upon the Administrator to manage the operations of the Company as a going concern. The last date for completion of CIRP process has been extended by the NCLT to July 16, 2023. Accordingly, the Standalone Financial Statements for the year ended March 31, 2023 have been prepared on going concern basis. However, the Company has defaulted in repayment of the obligations to the lenders and debenture holders which are outstanding, has incurred losses during the period as well as during the previous periods, has reported negative net worth as at March 31, 2023 and previous periods and as described in Note no. 15 of the Standalone Financial Statements, the asset cover for Listed Secured Non-Convertible Debentures of the Company has fallen below one hundred per cent, which indicates that material uncertainty exists, that may cast significant doubt on the Company''s ability to continue as a Going Concern.

Response to Qualification

Your Company is under CIRP and all claims and repayment obligations to lenders and debenture holders and impairment loss on assets and write back of liabilities shall be dealt as per CIRP.

No fraud has been reported by the Auditors to the Administrator.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditors of the Company and its material subsidiary for the financial year ended March 31, 2023 are attached hereto as Annexures A1 and

A2. Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars / guidelines issued there under and the same were submitted with the Stock Exchanges. The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Maintenance of Cost Records

The Central Government has not specified maintenance of cost records, for any of the products of the Company, under Section 148(1) of the Act.

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2022-23, is put up on the Company''s website and can be accessed at https://www.reliancecapital. co.in/ Annual-Reports.aspx.

Particulars of Employees and related disclosures

(a) Employees Stock Option Scheme(s)

Employees Stock Option Scheme(s) (ESOS 2015 and ESOS 2017) were approved and implemented by the Company and Options were granted to the employees in accordance with guidelines applicable to ESOS. The existing ESOS Scheme and Plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI Regulations). The Company has received a certificate from the Secretarial Auditors of the Company that the ESOS 2015 and ESOS 201 7 have been implemented in accordance with the SEBI Regulations and as per the resolution passed by the members of the Company authorising issuance of the said Options. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at http://www.reliancecapital.co.in/ESOS-Disclosure.aspx.

(b) Other Particulars

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report, which forms part of this Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are also provided in the Annual Report, which forms part of this Report. However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection up to the date of the Meeting. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

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

The Company is a Non-Banking Financial Company and does not involve in any manufacturing activity, most of the information as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in Annexure - B forming part of this Report.

Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations and Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, as amended, is presented in separate section forming part of this Annual Report. A Certificate from M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations is enclosed to this Report.

Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle Blower (Vigil Mechanism) policy. No person has been denied for direct access to the Administrator. The details of the same have been stated in the Report on Corporate Governance and the policy can be accessed on the Company''s website. Further, every individual has access to Administrator at his personal e-mail id that has been provided vide public announcement.

During the CIRP, the Administrator intends to implement the relevant guidelines in true spirit.

Risk Management

The Company has laid down a Risk Management Policy to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks. More details on Risk Management indicating development and implementation of Risk Management Policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received. The Company has also constituted an Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

Pursuant to the RBI superseding the Board of Directors of the Company on November 29, 2021, all Committee''s of the Company stood dissolved. Accordingly, the Administrator alongwith the Advisory Committee overlook the responsibility of the CSR Committee.

Your Company has in place a Corporate Social Responsibility Policy (CSR Policy), as per the provisions of the Companies Act,

2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, which lays down the activities to be undertaken by the Company. The CSR policy may be accessed on the Company''s website at the link; https://www.reliancecapital. co.in/Policies.aspx. The disclosures with respect to CSR activities are given in Annexure - C.

Significant and material Orders passed by the Regulators or Courts or Tribunal

Reserve Bank of India ("RBI"), in exercise of its powers under Section 45-IE(1) of the Reserve Bank of India Act, 1934 ("RBI Act") superseded the Board of Directors of Reliance Capital Limited ("Company") on November 29, 2021. Accordingly, the RBI appointed Mr. Nageswara Rao Y as the administrator of the Company under Section 45-IE(2) of the RBI Act.

The Company is under CIRP in accordance with IBC code, 2016 read with IBC (Financial service Provider) Rules, 2019 and Mumbai bench of NCLT has passed order dated December 06, 2021 according to which the Company is under moratorium under Section 14 of the Code pursuant to which the following actions are prohibited;

(a) institute suits or continue pending suits or proceedings against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority;

(b) transfer, encumber, alienate or dispose of any of its assets or any legal right or beneficial interest therein;

(c) any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;

(d) recovery of any property by an owner or lessor where such property is occupied by or in the possession of the corporate debtor.

As disclosed previously, the Company was prohibited from making any payment to secured or unsecured creditors and to dispose of, alienate, encumber either directly or indirectly or otherwise part with the possession, of any assets except in the ordinary course of business such as payment of salary and statutory dues, vide (a) orders dated December 3, 2019 and December 5, 2019 passed by the Hon''ble Debts Recovery Tribunal; (b) orders dated November 20, 201 9 and March 1 5, 2021 passed by the Hon''ble Delhi High Court; and, Orders dated November 28, 2019, November 4, 2020, and March 5, 2021 passed by the Hon''ble Bombay High Court.

The Administrator has taken steps for seeking confirmations from various forums where litigations have been levied on the Company for disposal of assets, that such injunctions will not be applicable during CIRP.

Internal Financial Control Systems and their adequacy

The Company has in place adequate internal financial control systems across the organisation. The same is subject to periodical review by the Administrator & Advisory Committee for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

General

During the year under review there were no reportable events in relation to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to the Company''s Directors or Employees and one-time settlement with any Bank or Financial Institution.

On account of Company being under CIRP, trading in its equity shares has been restricted in terms of BSE notice no. 20220520-52 and NSE Notice No. NSE/SURV/52368 both dated May 20, 2022, on Additional Surveillance Measure (ASM) for Companies relating to the Insolvency Resolution Process (IRP) as per Insolvency and Bankruptcy Code (IBC).

Acknowledgment

Your Company would like to express their sincere appreciation for the co-operation and assistance received from Advisory Committee, shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Company also wishes to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2022

Your Directors take pleasure in presenting their 27^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2022.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and keep enhancing its global footprint as well.

Your Company is a subsidiary Company of Nippon Life Insurance Company ("NLI"). NLI, a fortune 500 Company and which is one of the largest life insurers in the world managing assets of over USD 700 bn. NLI has a large global network with presence across US, Europe, Asia, and Australia along with a 130-year track record in Life Insurance business as well as global investments across Asset Management companies. This pedigree brings strong synergistic benefits that very well complements your Company''s domestic expertise in Asset Management business and provides a thrust to its significant growth potential. Your Company expects substantial upside in terms of increased AUM & adoption of best governance & risk management practices based on NLI''s global positioning & relationships.

Your Company acts as the Asset Management Company of Nippon India Mutual Fund and it happens to be the largest foreign owned Asset Management Company in India.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2022 are as follows:

('' Crores)
Description	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Gross Income	1535.63	1419.34	1428.42	1325.66
Profit before exceptional item and tax	988.67	877.03	945.43	842.92
Exceptional Items	-	-	-	-
Profit Before tax	988.67	877.03	945.43	842.92
Current Tax	206.66	157.41	200.38	151.51
Deferred Tax	38.64	40.22	33.84	42.02
Profit for the year	743.37	679.39	711.21	649.39
Share of Profit from Associates	0.79	0.94	-	-
Profit attributable to non-controlling interest	-	-	-	-
Other Comprehensive Income	(0.30)	0.72	(0.27)	0.72
Balance carried to Balance Sheet	743.86	681.05	710.94	650.11
Basic EPS of '' 10 each	12.00	11.04	11.47	10.53
Diluted EPS of '' 10 each	11.80	10.90	11.28	10.41

The Consolidated Financial Statements of the Company are forming part of this Annual Report. The annual accounts of all the subsidiary companies will be placed on the website of the Company.

DETAILS OF MATERIAL CHANGES ANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31,2022.

DIVIDEND

During the year, the Company had declared and paid an interim dividend of Rs. 3.50 per equity share (35%) amounting to Rs. 217.41 Crore. The Board has also recommended a final dividend of Rs. 7.50 per Equity Share (75%) of Rs. 10/- each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. With this the total dividend for the financial year 2021-22 would be approximately Rs. 683.92 crores, including the interim dividend of Rs. 3.50 per equity share distributed in November 2021. The Final dividend, if declared, will be paid after the Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy which forms part of this Annual Report.

AMOUNT TO BE CARRIED TO RESERVES

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2022.

EMPLOYEES STOCK OPTION SCHEME

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated Nippon Life India Asset

Management Limited - Employee Stock Option Plan 2017 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017"] ("ESOP 2017" / "Plan") as its stock option scheme, which was launched in August 2017 and Nippon Life India Asset Management Limited - Employee Stock Option Plan 2019 [formerly known as "Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2019"] ("ESOP 2019" / "Plan") as its stock option scheme, which was launched in July 2019. The Nomination and Remuneration Committee of the Board monitors and administers these Plans and from time to time grants stock options to the employees.

Both ESOP 2017 as well as ESOP 2019 are in compliance with The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The certificate from the Practicing Company Secretary confirming the compliance of The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile The SEBI (Share Based Employee Benefits) Regulations, 2014] with respect to the Company''s Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at httos://mF.niooonindiaim. com/investor-service/customer-service/nam-india-shareholders-investors

COMPLIANCE CULTURE & RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non-compliances. There exists a comprehensive Compliance Manual, which is reviewed by your Board of Directors from time to time and it facilitates Company''s Compliance team to monitor various compliance requirements effectively & comprehensively. Your Board of Directors have also constituted a Compliance Committee, which is chaired by the CEO & Executive Director of the Company, and which has the Compliance Officer and other senior & relevant functionaries as its members. This committee meets at least once in a quarter to discuss and deliberate issues pertaining to compliance and other regulatory developments.

Your Company also has a comprehensive Risk Management Policy that envisages a structured and consistent enterprise-wide risk management framework, based on the three lines of defense model, to ensure that risk management processes are consistently applied across the organization and provide reasonable assurance regarding achievement of organization''s objectives.

The risk management policy clearly sets out the objectives & elements of risk management within the organization, including the constitution of an independent Risk Management department headed by Chief Risk Officer (reporting directly to the CEO and to the Board of Directors), Risk Management Committee (RMC).

Your Company promotes risk awareness culture throughout the organization and risk management is an integral part of decision making and day-today operations of all activities at all levels across the organization. There are well documented & Board approved policies & processes to address and mitigate various risks to which the company is exposed. The company also has a robust business continuity plan which is tested on a periodic basis to ensure business is not interrupted.

The company has a structured risk reporting mechanism to ensure risks are monitored and reviewed by CRO, Senior Management, RMCBs and Board on a periodic basis.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations.

Foreffectiveriskmanagementandcontrol,theCompany has established structures and responsibilities in line with the "Three Lines of Defense" model, where 1st line being business operations, 2nd line is the oversight functions like Risk Management and Compliance and 3rd line is Internal Audit. To maintain its objectivity and independence, the Internal Audit department reports to the Audit Committee. The Internal Audit department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Audit department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Company''s commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company i.e. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

SUBSIDIARIES & ASSOCIATE COMPANY

As of March 31, 2022, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary is in India. All the subsidiaries of the Company are engaged in financial services and related activities. In addition, the Company also has an Associate company in India, which has already surrendered its business license/ regulatory approval to act as a Pension Fund Manager. This particular company currently has no business operations and it is therefore proposed to wind it up, in accordance with the applicable laws.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies

may be accessed on the Company''s website at https:// mf.nipponindiaim.com/InvestorServices/Pages/Investor-Policies.aspx

KEY MANAGERIAL PERSONNEL

During the year under review, the following employees were the ''Key Managerial Personnel'' of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Ms. Nilufer Shekhawat - Company Secretary.

During the year, Mr. Sundeep Sikka has been reappointed as the Executive Director & CEO of the Company for a term of 5 years commencing from April 22, 2021.

DIRECTORS

During the year, Mr. Yutaka Ideguchi [Nominee Director of NLI] resigned from the directorship of the Company w.e.f. March 30, 2022. Mr. Kazuyuki Saigo [Nominee Director of NLI] who was a Director of the Company as on March 31, 2022, resigned as such effective April 21, 2022. Mr. Tomohiro Yao and Mr. Minoru Kimura [Nominee Directors of NLI] were appointed as Additional Directors of the Company w.e.f. April 21, 2022.

All the Independent Directors of your Company i.e. General Ved Prakash Malik (Retd.), Ms. Ameeta Chatterjee, Mr. Ashvin Parekh and Mr. B. Sriram, have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of Two years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self assessment test.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for the performance evaluation of the individual directors, Board and its Committees, which also includes the criteria for carrying out the said performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and as prescribed in the stated policy of the Board, the Board has carried out an annual performance evaluation of (i) the Directors (Independent and non-independent);(ii) itself (as a whole);(iii) its committees and (iv) fulfillment of Independence criteria. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. In terms of the requirements of the Act, a separate meeting of the Independent Directors was also held during the year.

BOARD AND COMMITTEE MEETINGS

During the year under review, nine (9) Board meetings were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee of the Board, IT Strategy Committee, Valuation Committee, Investment Committee, Risk Management Committee, Allotment Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Stewardship Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure that highest levels of corporate governance are followed and practiced. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Ashvin Parekh [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. B. Sriram [Independent Director], Mr. Akira Shibata [Non- Independent Director] and Mr. Minoru Kimura [Non- Independent Director]. Mr. Ashvin Parekh acts as the Chairperson of this Committee.

During the year, seven (7) meetings of the Audit Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 19 of the Listing Regulations, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises, Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [NonIndependent Director] and Mr. Minoru Kimura [NonIndependent Director]. General Ved Prakash Malik (Retd.) acts as the Chairperson of this Committee.

During the year, four (4) meetings of the Nomination & Remuneration Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility ("CSR") Committee of the Company consists of Eight members. As on date of this report, it comprises Mr. Tomohiro Yao [Non-Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Akira Shibata [Non-Independent Director] and Mr. Minoru Kimura [Non-Independent Director]. Mr. Tomohiro Yao acts as the Chairman of this Committee.

During the year 2021-22, two (2) meetings of the CSR Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In terms of the requirements of Section 178 of the Act, and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of five members. As on date of this report, it comprises Ms. Ameeta Chatterjee [Independent Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director], Mr. Tomohiro Yao [Non-Independent Director] and Mr. Sundeep Sikka [CEO & Executive Director]. Ms. Ameeta Chatterjee acts as the Chairperson of this Committee.

During the year, two (2) meetings of the Stakeholders'' Relationship Committee were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

In terms of the relevant requirements under the Listing Regulations, the Company has constituted a Risk Management Committee of the Board. The Committee presently comprises of Mr. Tomohiro Yao [Non-Independent Director] as the Chairperson, Mr. Akira Shibata [Non-Independent Director], Mr. Sundeep Sikka [CEO & Executive Director], Mr. Ashvin Parekh [Independent Director], Mr. B. Sriram [Independent Director] and Mr. Rishi Garg [Chief Risk Officer] as its members.

During the year, two (2) meeting of the Risk Management Committee of the Board were held. Other relevant details in this regard have been provided in the Corporate Governance Report.

AUDITORS'' OF THE COMPANY - STATUTORY AND INTERNAL

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the 28^th Annual General Meeting.

Internal Auditors:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors'' of your Company for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS OF THE SCHEMES OF NIPPON INDIA MUTUAL FUND- STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Nippon India Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

Statutory Auditors:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Schemes of Nippon India Mutual Fund for the financial year 2021-22.

Internal Auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Nippon India Mutual Fund and the portfolio management services division of the Company, for the financial year 2021-22. Your Directors have also approved their re-appointment as such for the financial year 2022-23.

AUDITORS'' REPORT

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// mf.nipponindiaim.com/investor-service/customer-service/nam-india-shareholders-investors

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipment''s. Your Company only uses LED lights and 5 star air-conditioning for majority of offices. As energy cost forms a very small part of the total costs, the impact on cost is not material.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

> Game changing initiatives:

• The All-new Investor App: This year marked the launch of our New Investor App (Android), a key Digital transformation endeavor that is aimed to strengthen our already robust Digital ecosystem. It is a new-age asset that is styled for millennials & zillennials and simplified for the legacy investor

base. We believe that the savvy consumers of today invest first in digital experiences and in mutual funds afterwards, and that''s exactly how we''ve built the new app - with next level, simplified and intuitive interface coupled with new age features and capabilities - to provide best in class, enhanced digital experience for our investors. With the best of e-commerce practices at its heart - contemporary design, quick product discovery, aided decision making, and personalized experiences based on intelligent analytics - this app is all that our investors will ever need to manage their investments with NIMF.

While contemporary design and new features and

enhancements are a part of the re-build, some of the

key highlights of the rebuild are:

¦ Completely self-serve and frictionless on boarding process

¦ ''Investor journey'' centric flows (and not inward out, classic Product & Service bouquet approach)

¦ Discoverability: Products & Services are available in line with user expectations

¦ Enhanced purchase experience: Cart Buying and Drop-off win-back;express checkout for repeat transactions

¦ Scalable framework: Leveraging Digital stack (Targeting, Campaigns, Analytics, etc.) for a more enriching and powerful experience

• New Fund Offers - Digital Launches: The Nippon India Flexi Cap Fund was one of the biggest success stories for Digital enabling lucid access for investors & partners across all our Digital assets. Apart from that we Digitally enabled other prominent products for FY21-22 including Nippon India Taiwan Equity Fund and Nippon India Silver ETF F-o-F. Apart from that, on the ETF front, we also enabled Nippon India Nifty Pharma ETF, Nippon India Nifty Auto ETF & Nippon India Silver ETF. We also had a very innovative Index offering made live viz. Nippon India Nifty AAA CPSE Bond Plus SDL - Apr 2027 Maturity 60:40 Index Fund

• Growth Enablers for Business Easy with 2.0 App: Business Easy 2.0 app, our Digital asset with our distributors, is an all-encompassing solution that acts as a complete Customer Relationship Management tool. The app works as a Digital branch through which distributors can manage their Mutual Fund business virtually. With the objective of evolving the app from a business facilitator to a growth enabler, this year saw the addition of new enhancements and features to the app. A quick overview of such features is as follows:

¦ Comprehensive Dashboard with Performance review distributor''s AUM, SIP Book value, Business health trends, in-depth customer base understanding

¦ SIP Corner for focused SIP sustenance, retention, and win-back

¦ Advanced Funds & Performance module with a more in-depth view of all products and granular understanding of fund facts & stats

• WhatsApp Scale-up: Having launched the pilot version of our WhatsApp advent which comprised of Liquid Fund purchase, e-KYC check & Digital asset access, we scaled up our WhatsApp capability with comprehensive transaction & service capabilities - purchase in all funds, all transaction types and multiple service modules. This implementation dovetails into our philosophy of building our Digital presence in line with the preference of our investors. This service paves the way for increased market penetration of NIMF products and unlocks opportunities by enabling reach out to a vast 500mn WhatsApp user base in India

• Intelligent interventions for business retention and growth: We have built system driven, smart and automated measures across various investor journeys with the objective of creating positive business impact. These interventions either nudge users to take prudent & effective decisions in a real-time manner to stay invested or help them with alternate options while if they encounter any outages or errors. Such measures delivered consistent growth in AUM retention and augmentation and saw an uplift of 60% in such positive impact when compared with last FY.

• Dynamic Real time mailers: In a real time world, it is important that consumers are given real time information that might help them to take conscious and informed investment decisions. NIMF pioneered deep tech enabled mailers. The same fetched real time data (viz Sensex movement, NAVs, returns etc.) from the server whenever opened. This gave a clear visibility to the investor on what were the relevant avenues for either fresh investment or additional investment. This was widely cherished by new and existing investors and yielded high usage

• Leveraging Beta products from Google: NIMF has been a pioneer at Conversational Commerce, and this was done in partnership using the Voice assistant capabilities from Google. On the base of this strong partnership NIMF in FY 21-22 was at the helm of leveraging Beta Products from Google like the newly launched Performance Max. A successful implementation and more than desired results got

NIMF mentioned in Google India Case study for the best use of Performance Max beta to drive incremental business using Artificial Intelligence & Machine learning.

• Strengthening our Digital Distribution through Strategic Alliances and Enhanced Support to

Partners: We added some key partners and more importantly products into their positioning suites, like Genius from ET Money. We also were one of the firsts to launch SIPs on PhonePe platform. Other key players like Paytm, Groww, Kuvera, IND Money Tarrakki, etc., continue to bolster our executional leadership and expansive reach. Our immense expertise in the core business of Asset Management and prowess in Digital Business gives us an unparalleled advantage to engage with our Partners at an even deeper level and help them set up and scale up their businesses. Our knowledge and know-how, shared with the Partners and their customers by our Fund Managers and Investment Experts on such Partners'' platforms coupled with integrated marketing campaigns have educated the investors and helped them make the right decisions. Our robust engagement strategy coupled with focused execution has not only helped us build great equity with Partners but also helped win the trust of investors which has resulted in growth of business volumes on such platforms, thereby benefitting both us and the Partners. We have a definitive lead in the Digital Partnerships space and have managed to forge a clear position for NIMF as being the partner of choice for such players.

• Setting up of New NAM India Technology Applications

A challenge posted due to the migration to our new Nippon environment was how to securely perform a complete data transfer of our SAP data. Thanks to careful planning, execution and a lot of communication with involved stakeholders we were able to successfully set up NAM India''s own SAP environment after mitigating several risks. This was performed with minimum downtime and no effect on NAM India''s books of accounts.

During the pandemic we have rolled out solutions and infrastructure enhancements that has allowed NAM India to continue working in an offline situation without exception. Initiatives such as secure VPN for data access, communication software, online approval workflow on block chain are a few initiatives that have been implemented.

• Managing regulatory requirements

There were several new regulations brought in by the regulatory body resulting in multiple

new enhancements that had to be performed under strict deadlines. Some key projects such as database encryption, recording of conversations on Teams calls and mobile phones, two factor authentication were executed and the regulations complied with.

• Optimizations in Investment and Digital Portfolio

During the year there were several enhancements performed in the investment portfolio to comply with regulation change and to bring in operating efficiency. On the digital portfolio side new functionality in the form of New Investor App, enhancement in workflows and new fund offers were launched with a great degree of success. Certain processes on the digital side that were affecting user experience were examined and enhanced to perform faster leading to an increase in the customer experience index of the digital offerings.

• Process Enhancements

NAM India IT is working in a continuous improvement cycle to improve our various technology and process towards enhancing our contribution to the company, stakeholders and our customers. We have shown significant improvement in our issue resolution process and our results indicate a steady increase in our customer issue resolution index over the financial year. We also have maintained high up and response times on all our critical investment and digital platforms. This has resulted in consistent and predictive working of our offerings to our end customers.

Another initiative to build automation to further optimize processes is underway and several processes across operations, risk and investment functions are expected to be automated in the new financial year. This will lead to efficiency gains across functions. Technology will continue to identify processes that can be automated and continues to partner with functions on the same.

• Key Results of 2021-2022:

• Digital Business touched a record 2.9 million purchase transactions FY 2021-22, which is essentially 1 purchase every 6 seconds! This increase is a ~60 % YOY growth.

• Contribution of Digital Business to overall NIMF business stands at 58%, which is a growth of ~12% over last FY where Digital contribution was at 52%.

• Digital Business share in Lumpsum purchase and new SIP registrations stood at 60% and 48% respectively vis-a-vis total purchase transactions of NIMF.

• Long term assets focus resulted in 90% non-Liquid acquisitions compared to 75% in FY2020-2021.

• 45% of our digital consumers are less than 35 years of age

• Awards & Accolades:

NIMF Digital has been setting a benchmark across the BFSI industry in its Fintech endeavors across the Digital Ecosystem. It is now recognized as a Digital benchmark across industries. Both Global and Indian forums have further recognized NIMF''s expertise and supremacy in the Digital arena. As in the previous years, we have yet again been conferred with some coveted awards this year as well which further strengthens our position as a Digital leader in the BFSI space

• Global Digital Marketing Awards for ''Best use of Facebook AI tool in performance campaigns'' (April 2021)

• ACEF Global Customer Engagement Awards 2021 for ''Digital Marketing, Data driven Marketing, Email Marketing and Mobile Marketing'' - 5 awards (4 Golds and 1 Silver) (May 2021)

• Mint | TechCircle - Business Transformation Award 2021 for ''Revenue Generation - Product & Service Augmentation'' - Business Easy (June 2021)

• Indian Digital Marketing Awards for ''Best App Developed for Products / Services'' - Business Easy (July 2021)

• Indian Digital Marketing Awards for ''Best Use of sites for Mobiles'' - NIMF Purchase Mobile Site (M-site) (July 2021)

• Digital Crest Awards 2021 for ''Expertise in Online Commerce, Omni Channel Strategy and Mobile Marketing'' - 3 awards (1 Gold, 1 Silver and 1 Bronze) (August 2021)

• The Great Indian Marketing Awards for ''Best performing campaign for Google''s Performance-max'' (August 2021)

• Maddies Marketing Award 2021 for the ''Most Effective Voice Assistant App'' (in the Enabling Technologies category) - Simply Save Conversational Commerce (November 2021)

• Dynamic CIO Award for ''Smart Innovator'' (in the Technology Innovation category) - Simply Save Conversational Commerce (November 2021)

RESEARCH AND DEVELOPMENT:DIGITAL ADOPTION AND INNOVATION:

We, at Nippon India Mutual Fund, continue to envision and execute key Digital transformation endeavors year on year that are aimed to strengthen our already robust Digital ecosystem.

• Our focus always remains on empowering our investors during moments of truth and on a ''here & now'' manner to take quicker, smarter, and well-informed decisions on how and where they should invest their money when they transact on our Digital assets. Such empowerment is fueled by our capabilities to crunch & run real-time analysis on the enormous amount of on-asset & offline data points we have regarding our consumers, their past purchases, and future propensities.

• Our intelligent, data led digital assets, can learn, and predict user behavior powered by both the real time frameworks and archived analytical frameworks which are operating on an advanced algo network. This helps in e-serving highly personalized and customized experiences to give our millennial, zillennial and legacy investors or partners accurate recommendations, suggestions, on-the-fly nudges, predictive service and much more as they advance in their journeys.

NAM India Technology is continuously engaging in research and development to pick and choose the best of technology solutions to our stakeholders

- NAM India Technology continues to explore opportunities with Fintech and Technology vendors to identify the next best solution that can be a game changes in the industry

- The technology team also follows and explores software, hardware, security and network enhancements in the technology world and attempts to identify key components that can change the way we do work in the organization and industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs. 22.85 Cr (Previous Year: Rs. 21.79 Cr). The Company spent foreign exchange equivalent to Rs. 6.98 Cr (Previous Year: Rs. 6.49 Cr).

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors'' and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following link:

https://mf.nipponindiaim.com/InvestorServices/

Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 29 to the financial statement which sets out related party disclosures.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS''

In terms of Section 143(12) of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR The Company invests in various debt market instruments (non-convertible debentures) issued by various issuers. In order to realize the debenture outstanding''s, the Company has filed certain applications under the Insolvency and Bankruptcy Code, 2016. The Mutual Fund Division of the Company has filed (a) an IBC proceeding against Avantha Holdings Limited in January 2020 before Hon''ble NCLT New Delhi which is currently at pre-admission hearings stage. The Company is also a respondent party to an IBC proceeding filed in the matter of Reserve Bank of India v. Dewan Housing Finance Corporation Limited pending before the Hon''ble NCLT, Mumbai.

The Portfolio Management Services Division of the Company has filed: (a) IBC proceedings against Fortuna Buildcon India Private Limited which was filed in November 2017 before the Hon''ble NCLT, Bangalore, wherein currently the resolution plan has been submitted to the Hon''ble NCLT for approval (b) three IBC proceedings against three Biodiversity Conservation India Private Limited group companies (BCIL Zed Ria Properties Private Limited, BCIL Red Earth Developers India Pvt Ltd and Biodiversity Conservation India Private Limited) were filed in December 2017 before the Hon''ble NCLT, Bangalore. The NCLT has approved resolution plans in BCIL Zed Ria Properties Private Limited and in BCIL Red Earth Developers India Pvt Ltd, which are currently under implementation while Biodiversity Conservation India Private Limited is currently under liquidation. The Company is also a respondent to 2 (two) appeals in BCIL Red Earth Developers India Private Limited and in 3 (three) appeals in BCIL Zed Ria Properties Private Limited, before Hon''ble NCLAT, Delhi, which have been filed challenging the approved resolution plans; (c) IBC proceedings have been filed against the promoters of Biodiversity Conservation India Private

Limited in November 2020 before Hon''ble NCLT, Bangalore which are currently at a pre-admission stage; (d) IBC proceeding filed against Green Valley Shelters Private Limited in December 2019, before Hon''ble NCLT, Chennai, was admitted in August 2021, however the proceedings are currently temporarily stayed under an order of the Supreme Court. The Company is a respondent in a civil appeal filed by the promoters of Green Valley Shelters Private Limited before the Hon''ble Supreme Court, challenging the admission of IBC proceedings against Green Valley Shelters Private Limited, which is currently pending under directions of exploring a settlement; (e) an IBC proceeding filed against the promoters of Green Valley Shelters Private Limited in October 2020 before the Hon''ble NCLT, Chennai was admitted in January 2022 and is pending final orders appointing the resolution professional; (f) an IBC proceeding was filed against Arkie Atelier Design India Private Limited, being the corporate guarantor for the debentures issued by Green Valley Shelters Private Limited in November 2021 and is currently at a pre-admission stage; (g) an IBC proceeding filed against Bharucha & Motivala Infrastructure Private Limited, being corporate guarantor for the debentures issued by Lake District Realty Private Limited, in November 2019 before Hon''ble NCLT, Mumbai was admitted in May 2021, but has been stayed pursuant to an order of the Hon''ble NCLAT in July 2021. The Company is a respondent in the appeal filed by the promoters of Lake District Realty Private Limited before the Hon''ble NCLAT, Delhi, challenging the admission of IBC proceedings against Bharucha & Motivala Infrastructure Private Limited, which is currently at its final arguments stage; (h) IBC proceedings have been filed against the promoters of Lake District Realty Private Limited in November 2021, which is currently at a pre-admission stage; (i) an IBC proceedings has been filed against Ashapura Options Private Limited, being the corporate guarantor for the debentures issued by Ashapura Housing Private Limited in February 2022 which is at a pre-admission stage. (j) IBC proceedings have also been filed against four (4) promoter guarantors of Ashapura Housing Private Limited, which are at a pre-admission stage.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS

During the year, the Company has made a downstream investment in AMC Repo Clearing Limited to the extent of Rs. 9,25,87,830. The certificate from the Statutory Auditor confirming the compliance of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 with respect to the Company''s downstream investment

has been received and will be available for inspection. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Board''s Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended also forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: 0

• No. of complaints disposed off: 0

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NIPPON LIFE INDIA ASSET MANAGEMENT LIMITED

Ashvin Dhirajlal Parekh Sundeep Sikka

Director Executive Director & CEO (DIN:06559989) (DIN: 02553654)

Place : Mumbai Dated : April 26, 2022

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Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting their 23^rd Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2018.

Your Company endeavors to remain one of the leading players in the Asset Management business in India and enhance its global footprint as well.

financial performance and state of company’s affairs

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2018, have been prepared under the historical cost convention, in accordance with the generally accepted accounting principles in India and in line with the provisions of the Companies Act, 2013 (Act). The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2018 are as follows:

(Rs.Crores)

	Consolidated		Standalone
Description	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017
Gross Income	1,814.67	1,435.91	1,745.99	1,400.44
Profit before exceptional item and tax	725.75	581.31	706.65	582.11
Exceptional Items	-	-	-	-
Profit Before Tax	725.75	581.31	706.65	582.11
Provision for taxation	196.65	174.50	193.82	172.71
Provision for Deferred Tax Asset/ (Liability)	7.16	4.85	7.98	4.62
Profit After Tax before share of minority shareholders	521.94	401.96	504.85	404.78
Share of Profit from Associates	0.18	-	-	-
Net Profit	522.12	401.96	504.85	404.78
Balance carried to Balance Sheet	965.24	1,111.68	962.89	1126.60
Basic EPS of Rs.10 each	8.74	6.85	8.45	6.90
Diluted EPS of Rs.10 each	8.73	6.85	8.44	6.90

The Consolidated Financial Statements of the Company are forming part of this Annual Report.

The annual accounts of all the subsidiary companies will be placed on the website of the Company and will also be kept at the Registered Office of the Company for inspection by the Members.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e. March 31, 2018.

DIVIDEND

During the year the Company had declared and paid an interim dividend of Rs.5/- per equity share amounting to Rs.368.29 Crore (including dividend distribution tax and other applicable taxes/ surcharges). Further, the Board has also recommended final dividend of Rs.1/- per equity share subject to approval of the Members at the forthcoming Annual General Meeting. Accordingly, the total dividend payout pertaining to financial year 2017-18 i.e. interim dividend along with the final dividend (if declared) for the year would amount to Rs.442.07 Crore (including dividend distribution tax and other applicable taxes/ surcharges).

The final dividend of Rs.1/- per share, if approved at the ensuing 23^rd Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 14, 2018 and (ii) to those whose names appear as beneficial owners, as on September 14, 2018 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for this purpose.

The dividend payout is in accondance with the Company’s Dividend Distribution Policy which forms part of this Annual Report.

amount to be carried to reserves

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

management discussion and analysis

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

particulars of loans, guarantees and investment

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2018.

material developments

Investment by Nippon Life insurance company

On July 13, 2017, Nippon Life Insurance Company (NLI), an existing equity shareholder holding 44.57% stake in the Company acquired an additional 4.43% stake by way of purchase of equity shares from Reliance Capital Limited (RCL). Post this acquisition, the equity stake of NLI in the Company was increased to 49.00%, and subsequently NLI was also classified as one of the Promoters of the Company along with RCL.

Issue of Bonus Shares

During the year, the Company had allotted 57,60,00,000 number of fully paid up equity shares of face value of Rs.10/- each in August 2017 to the Members of the Company in proportion of 1:50. After this allotment, your Company’s total number of capital base was increased from 1,15,20,000 equity shares to 58,75,20,000 equity shares.

Initial Public Offering

The year 2017-18 has been historic for your Company as the Company came out with its initial public offering (IPO) and diluted the 10% post issue capital in favor of the public. Both the promoters of the Company (i.e. RCL and NLI) also participated in the IPO by way of an offer for sale component and diluted part of their holdings in favor of the public. The total IPO size was Rs.1542.24 Crores out of which the Company raised Rs.616.89 Crores as primary subscription and the remaining proceeds of Rs.925.37 Crores were towards offer for sale.

After the IPO, both the promoters cumulatively hold 85.76% of the equity paid up share capital of the Company.

Redemption of preference shares

During the year under review the Company has redeemed all the outstanding 30,00,000 number of preference shares, which were issued by the Company in the previous years.

employees stock option scheme

With the perspective of promoting the culture of employee ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has formulated ‘Reliance Nippon Life Asset Management Limited - Employee Stock Option Plan 2017’(“ESOP 2017” / “Plan”) as its stock option scheme, which was launched in August 2017. The Nomination and Remuneration Committee of the Board monitors this Plan.

ESOP 2017 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations).

However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the Meeting. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

The Company has received a certificate from the auditors of the Company that the ESOP 2017 has been implemented in accordance with the SEBI Regulations and as per the resolution passed by the members of the Company authorising issuance of the said Options.

compliance culture & risk management

Your Company is essentially Compliance centric and has a huge focus in this direction. The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts various educative training programs for various segments within the organization. Your Company thrives towards a culture of ‘Total Compliance’and it has a ‘Zero Tolerance’policy for non-compliances.

Your Company has a comprehensive Risk Management Policy that envisages an enterprise risk management framework and clearly sets out the objectives & elements of risk management within the organization, including the constitution of a Risk Management department (reporting directly to the CEO and to the Board of Directors), a Risk Management Committee (RMC) and the underlying mechanisms & processes to be used for identification, monitoring and reporting of various categories of risks including credit, market, liquidity and operational risks. There are well documented & Board approved policies & processes which are in place. In addition, proper & adequate Insurance Policies and business continuity planning have also been adequately put into place.

You will note that the basic revenue model of an asset management company is charging of management fees on assets under management provided by the investors. In case of an eventuality where the Company repeatedly fails to comply with regulatory norms with regard to investment restrictions and/ or code of conduct, or if there are repeated & glaring instances of fraud/ front-running then the same may be a catastrophic risk for the enterprise. However, your Directors would like to assure you that such risks are being mitigated by putting into place robust & time tested policies & processes, qualified & professional manpower to run these processes under the aegis & guidance of your Board of Directors, Board Committees and various other internal committees, consisting of its senior employees.

internal control systems & their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Risk Management department follows up on pending audit issues and ensures that corrective actions have been taken. Significant audit observations, if any, and corrective actions thereon, are presented to the Audit Committee of the Board.

corporate governance

Your Directors wish to reiterate your Company’s commitment to the highest standards of corporate governance in order to enhance the trust of all its stakeholders. Strong and robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of the Regulatory authorities.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company M/s. B S R & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

vigil mechanism

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The details of the same have been stated in the Report on Corporate Governance and the policy can be accessed on the Company’s website.

corporate social responsibility

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has undertaken projects in the areas of promoting healthcare, education and rural development in accordance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith as Annexure A.

subsidiaries & associate company

As of March 31, 2018, your Company had three (3) subsidiaries. Two of such subsidiaries are overseas, being one each in Singapore and Mauritius and one subsidiary being in India. All the subsidiaries of the Company are engaged in financial services and related activities.

During the year under review, Reliance Capital Pension Fund Limited ceased to be a subsidiary of the Company and became Company’s associate company.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

The performance of financial position of the subsidiary companies is presented in the Management Discussions and Analysis Report forming part of this Annual Report. The policy for determining material subsidiary companies may be accessed on the Company’s website at https://www.reliancemutual.com/InvestorServices/ Pages/Investor-Policies.aspx

key managerial personnel

During the year under review, the following officials/ employees were the ‘Key Managerial Personnel’of the Company:

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager;

c) Mr. Prateek Jain - Chief Financial Officer; and

d) Mr. Deepak Mukhija - Company Secretary.

directors

During the year, Mr. Tomonao Gotoda (a Nominee Director of NLI) resigned from the directorship w.e.f. April 22, 2017. In his place, NLI nominated Mr. Takayuki Murai, who was appointed a Director of the Company on the even date.

During the year, RCL had nominated Mr. V. N. Kaul for the directorship of the Company and he was appointed as such, effective from June 07, 2017. On the very same date, Mr. V. N. Kaul was also appointed as the Chairman of the Board.

After the closure of the year 2017-18, following changes have taken place in respect of your Company’s Board:

- Mr. V. N. Kaul, Director (a Nominee of RCL) & Chairman of the Board resigned w.e.f. April 25, 2018.

- Mr. Kazuhide Toda, Director (a Nominee of NLI) of the Company, resigned w.e.f. April 25, 2018.

- Mr. Takayuki Murai, Director (a Nominee of NLI) of the Company, resigned w.e.f. April 25, 2018.

- Mr. Jai Anmol Ambani (a Nominee of RCL), Mr. Akira Shibata (a Nominee of NLI) and Mr. Minoru Kimura (a Nominee of NLI) were appointed as the Additional Directors of the Company w.e.f. April 25, 2018.

Mr. Jai Anmol Ambani, Mr. Akira Shibata and Mr. Minoru Kimura shall hold office as Directors, up to the date of ensuing Annual General Meeting and are eligible to be appointed as Director thereat. In terms of Section 160 of the Act, your Company has received a notice in writing from one of the Members, proposing the candidature of Mr. Jai Anmol Ambani, Mr. Akira Shibata and Mr. Minoru Kimura for their appointment as Directors.

In accordance with the provisions of Section 152 of the Act, Mr. V. N. Kaul, Mr. Kazuhide Toda & Mr. Takayuki Murai, all Non-executive Directors, liable to retire by rotation have already ceased to be Directors, on April 25, 2018, therefore during the year 2018-19, none of the Directors are due to retire by rotation, and proposed to be re-appointed.

The last re-appointment of Mr. Kanu H. Doshi and Mr. S. C. Tripathi as Independent Directors of the Company was made in 2014 and their five year term will come to an end on March 31, 2019. They are eligible for re-appointment with the approval of the Members by passing a special resolution. In terms of the circulars issued by the Securities & Exchanges Board of India on ‘Enhancing fund governance for Mutual Funds’, both Mr. Kanu H. Doshi and Mr. S. C. Tripathi, if reappointed as Independent Directors, will be able to hold the position upto November 30, 2019.

Keeping in view of their vast knowledge and experience, the Directors recommend their re-appointment as Independent Directors at the ensuing Annual General Meeting, for a period from April 01, 2019 to the date of Annual General Meeting to be held during 2019.

All the Independent Directors of your Company i.e. Mr. Kanu H. Doshi, General Ved Prakash Malik (Retd.), Mr. Sushil Chandra Tripathi and Ms. Ameeta Chatterjee, have duly furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

During the Year, in terms of the requirements of the Act, a meeting of the Independent Directors was duly held, wherein the performance of the Board and that of the non-independent Directors were evaluated. In this very meeting itself, the Independent Directors of the Company also thoroughly discussed the quantity, quality & the timelines of the flow of information between the Company’s management and the Board and arrived at a view that the same is adequate and sufficient to enable effective decision making by the Board.

evaluation of directors, board and committees

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations, the Board has carried out an annual performance evaluation of (i) the Directors; (ii) itself (as a whole); and (iii) its committees. The Board performance was evaluated based on inputs received from the Board members after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

board and committee meetings

During the year under review, Eleven (11) Board meetings and Five (5) meetings of the Committee of Directors were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub-committees and management committees), which have been constituted from time to time, such as Audit Committee, Committee of Directors, CSR Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Valuation Committee, Investment Committee, Risk Management Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Proxy Voting Committee, Information Security Risk Management Committee, etc. to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure the highest levels of corporate governance. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, the Audit Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Kanu H. Doshi [Independent Director], Mr. Sushil Chandra Tripathi [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Jai Anmol Ambani [Director] and Mr. Akira Shibata [Director].

During the year, Eight (8) meetings of the Audit Committee were held.

Other relevant details in this regard have been provided in the Corporate Governance Report.

nomination & remuneration committee

In terms of the requirements of Section 178 of the Act, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors. As on date of this report, it comprises Mr. Kanu H. Doshi [Independent Director], Mr. Sushil Chandra Tripathi [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Jai Anmol Ambani [Director] and Mr. Minoru Kimura [Director].

During the year, five (5) meetings of the Nomination & Remuneration Committee were held.

Other relevant details in this regard have been provided in the Corporate Governance Report.

The Nomination & Remuneration Policy has been provided as Annexure B to the Directors’Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility (“CSR”) Committee of the Company consists of eight members. As on date of this report, it comprises Mr. Kanu H. Doshi [Independent Director], Mr. Sushil Chandra Tripathi [Independent Director], Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director], Mr. Jai Anmol Ambani [Director], Mr. Sundeep Sikka [Whole-time Director], Mr. Minoru Kimura [Director] and Mr. Akira Shibata [Director].

During the year 2017-18, two (2) meetings of the CSR Committee were held.

Other relevant details in this regard have been provided in the Corporate Governance Report.

STAKEHoLDERS’RELATIoNSHIP coMMITTEE

In terms of the requirements of Section 178 of the Act, the Stakeholders’Relationship Committee of the Company consists of four members. As on date of this report, it comprises Mr. Kanu H. Doshi [Independent Director], Ms. Ameeta Chatterjee [Independent Director], Mr. Minoru Kimura [Director] and Mr. Sundeep Sikka [Whole-time Director].

During the year, one (1) meeting of the Stakeholders’ Relationship Committee was held.

Other relevant details in this regard have been provided in the Corporate Governance Report.

auditors’of the company - statutory and internal

statutory auditors:

M/s. B S R & Co. LLP, Chartered Accountants shall hold office as Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting.

The Company has already received a letter from M/s. S. R. Batliboi & Co. LLP communicating their willingness to be appointed as the Statutory Auditors of the Company and that their appointment, if made, would be within the limits, as prescribed under Section 139 of the Companies Act, 2013.

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, your Directors hereby recommends the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of five years i.e. from the conclusion of ensuing Annual General Meeting of the Company until conclusion of 28^th Annual General Meeting of the Company.

INTERNAL AUDITORS:

JHS & Associates LLP, Chartered Accountants were appointed as the Internal Auditors’of your Company for the year 2017-18. Your Directors have also approved their re-appointment as such for the financial year 2018-19.

auditors of the schemes of reliance mutual fund - statutory and internal

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for various Schemes of Reliance Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

statutory auditors:

M/s. Haribhakti & Co. LLP, Chartered Accountants held office as Statutory Auditors of the Schemes of Reliance Mutual Fund for the financial year 2017-18.

INTERNAL auditors:

During the year, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Scheme of Reliance Mutual Fund and the portfolio management services division of the Company, for the financial year 2017-18. Your Directors have also approved their re-appointment as such for the financial year 2018-19.

auditors’report

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self explanatory and hence do not call for any further comments under Section 134 of the Act.

secretarial standards

During the year under review, the Company has compliod with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

secretarial audit report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. M. Siroya and Company, Mumbai, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C.

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

extract of annual return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure D.

particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo conservation of ENERGY:

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material.

technology absorption, adaptation and innovation:

(i) The efforts made towards technology absorption:

The year 2017-18 witnessed a transformation in terms of communicating mutual funds as a solution to the investors than a product. Across various life stages individuals come across various goals and aspirations and the Company tried to build a strategy to address that need in the form of a mutual fund solution and reach out to new to industry investors. During the year the digital acquisition was further aided by eKYC and Biometric enabled KYCs with solutions providing a simplified process to invest. In line with the above objective, the Company launched various initiatives in this direction and many of these initiatives were first time in the Industry. Some of those initiatives are as follows:

- Launch of Smart Tax & Gold Invest solutions on Simply Save app for customers

- Enabled Aadhaar OTP based eKYC and Aadhaar Biometric based full KYC to assist distributors acquiring new investors and provide the ease of on-boarding for the investor(s)

- Revamped website for the distributor(s) to provide ease of transactions, campaigns and other such transactions & add-on features

- Aadhaar OTP based E-mandate for all banks under the eNACH gateway of NPCI to enable easy registration for regular payments like SIP, also single mandate good enough for multiple offerings up to the total limit of the mandate, hence ease of further investments

- Enabled digital campaigns for distribution partners on through our systems enabling them to reach out to existing and new investors and enable transactions in a paperless form.

(ii) Benefits derived out of the above initiatives:

Financial year 2017-18 witnessed a substantial growth in the number of purchases done digitally on our assets, some statistics as follows:

- 2X growth in purchase transactions.

- Average number of purchase transactions on own assets per month being over 53,000 with highest being over 82,000.

- Integration of our Assets on partners websites contributing over 10K purchase transactions per month.

- Digital purchases being >1.2 times more than largest distributors total Purchases.

- Mobile to Web ratio increasing towards mobile with every third digital purchase transaction concluding on mobile.

research and development:

Digital as a segment is gaining even higher importance with data charges getting lower, access getting household & communication becoming even critical. With Aadhaar aiding digital prowess it is but natural that digital aid would be instrumental in reaching out the large untapped blue ocean with respect to financial services, especially mutual funds. We as an AMC are one of the first to react to this opportunity and are very much committed to continuously provide simplified process and solutions over the digital platform to our investors. The team is focused and the management continues to drive the idea of taking mutual fund solutions to the household through digital interfaces.

foreign exchange earnings and OUTGO:

During the year under review, the Company earned foreign exchange equivalent to Rs.28.69 Crore (Previous Year: Rs.26.06 Crore). The Company spent foreign exchange equivalent to Rs.8.35 Crore/- (Previous Year: 6.59 Crore)

directors’responsibility statement

As per the requirements of Sub Section (5) of Section 134 of the Act, the Directors confirm that -

(i) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors’and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ‘going concern’basis.

(v) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

contract and arrangements with related parties

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at the following link: https://www.reliancemutual.com/InvestorServices/Pages/Investor-Policies.aspx

Your Directors draw attention of the members to Note No. 3.24 to the financial statement which sets out related party disclosures.

particulars of frauds reported by the auditors’

In terms of Section 143(12) of the Act, M/s. B S R & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

particulars of employees and related disclosures

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Directors’Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are also provided in the Annual Report, which forms part of this Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the Meeting and any member interested in obtaining the same may write to the Company Secretary. Upon such request the information shall be furnished.

prevention of sexual harassment of women at workplace

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

- No. of complaints received: Nil

- No. of complaints disposed of: N.A.

The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

acknowledgements

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, Maharashtra at Mumbai, PFRDA, NPS Trust, EPFO, CMPFO, Stock Exchanges, Depositories, Custodians, Bankers, Registrar, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

OF RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED

Kanu H. Doshi Sundeep Sikka

Director Executive Director & CEO

(DIN: 00577409) (DIN: 02553654)

Place : Mumbai

Dated : June 28, 2018

---

Mar 31, 2018

Dear Shareowners,

The Directors have pleasure in presenting the 32^nd Annual Report and the audited financial statement for the financial year ended March 31, 2018.

Financial Performance and State of Company’s Affairs

The standalone performance of the Company for the financial year ended March 31, 2018 is summarised below:

Particulars	Financial Year ended March 31, 2018		‘Financial Year ended March 31, 2017
	(Rs. in crore)	(US$ in million**)	(Rs. in crore)	(US$ in million**)
Total revenue	3 315	510	2 071	319
Profit before tax	1 054	162	517	80
Tax expense	226	35	98	15
Profit after tax	828	127	419	65
Add: Opening surplus in Statement of Profit and Loss	2 437	374	2 101	324
Profit available for appropriation	3 265	502	2 520	389
Transfer to statutory reserve fund	166	25	84	13

‘Previous year figures has been regrouped / reclassified wherever required.

“Exchange Rate Rs.65.0441 = US$ 1 as on March 31, 2018 (Rs.64.910 = US$1 as on March 31, 2017).

Financial Performance

The Company’s gross income for the financial year ended March 31, 2018 increased to Rs.3,315 crore, from Rs.2,071 crore in the previous year, increase of 60 per cent. The operating profit (PBDIT) of the Company increased by 53 per cent to Rs.2,910 crore during the year, from Rs.1,904 crore, in the previous year. Depreciation was at Rs.21 crore as against Rs.27 crore in the previous year. The net profit for the year increased by 98 per cent to Rs.828 crore from Rs.419 crore, in the previous year. An amount of Rs.166 crore was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1 934.

Dividend

Your Directors have recommended a dividend of Rs.11 (1 10 per cent) per equity share each of Rs.10 aggregating to Rs.330 crore (inclusive of dividend tax) for the financial year ended March 31, 2018, which, if approved at the ensuing 32^nd Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 14, 2018, and (ii) to those whose names appear as beneficial owners, as on September 14, 2018 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The dividend payout is in accordance with the Company’s Dividend Distribution Policy which forms part of this Annual Report.

Core Investment Company

The Company, in terms of Para 5 of Chapter III of Master Direction - Core Investment Companies (Reserve Bank) Directions, 201 6, made an application to the Reserve Bank of India for registering itself as Systemically Important Core Investment Company (CIC-ND-SI The Company is awaiting Certificate of Registration (‘CoR’) CIC-ND-SI and continues to position itself as CIC-ND-SI and complies with the prudential norms applicable to CIC-ND-SI.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under the Listing Regulations and Master Circular - Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015 is presented in a separate section forming part of this Annual Report.

Resources and Liquidity

The Company’s Net Worth as on March 31, 2018, stood at Rs.14,006 crore. The Company has raised Rs.8,351 crore during the financial year 201 7-1 8 by issuance of Commercial Papers, Non-Convertible Debentures (NCDs) and other money market instruments.

During the year under review, the Company has allotted 71,882 equity shares arising out of the exercise of Employees Stock Options granted to the employees of the Company and its subsidiaries.

RCL’s debt equity ratio as on March 31, 2018 stood at 1.48:1.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2018.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 186(11) of the Companies Act, 2013 (the ‘Act’) loans made, and acquisition of securities by a Non-Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Subsidiary and Associate companies

During the year under review, Reliance Health Insurance Limited became a subsidiary and Reliance Asset Management (Mauritius) Limited, Reliance Asset Management (Singapore) Pte Limited and Reliance AIF Management Company Limited ceased to be subsidiaries of the Company. Reliance Nippon Life Asset Management Limited ceased to be a subsidiary and became an associate and Quant Commodity Broking Private Limited ceased to be an associate of the Company.

The performance and financial position of the major subsidiary companies are presented in Management Discussion and Analysis Report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiary and associate companies as per the Act is provided in the consolidated financial statement. The Policy for determining material subsidiary companies may be accessed on the Company’s website at http://www.reliancecapital.co.in/pdf/ Policy-for-Determination-of-Material-Subsidiary.pdf.

Reliance Home Finance

The Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1 956 (the ‘Scheme’) for demerger of Real Estate Lending Business of the Company to Reliance Home Finance Limited (RHFL) has been sanctioned by the National Company Law Tribunal, Mumbai Bench on August 10, 2017. The Scheme became effective on September 5, 201 7 on filing with the Registrar of Companies, Maharashtra at Mumbai with effect from April 1, 201 7 i.e. Appointed Date. RHFL had issued and allotted to all equity shareholders of the Company, 1 (One) fully paid Equity Share of RHFL for every 1 (One) equity share of Rs.10 each fully paid up held in the Company as on Record Date i.e. September 6, 201 7. After receiving requisite approvals, equity shares of RHFL were listed on the Stock Exchanges on September 22, 2017.

Reliance Nippon Life Asset Management (RNLAM)

Reliance Nippon Life Asset Management Limited on June 7, 201 7 made the initial public offer comprising a fresh issue and an offer for sale of its 6,1 2,00,000 equity shares of Rs.1 0 each in the price band of Rs.247 to Rs.252. The IPO was oversubscribed 81 times excluding the Anchor Investor Offer and the equity shares of RNLAM were listed on the Stock Exchanges on November 6, 2017.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 31, 201 8, based on the financial statement received from subsidiary and associate companies, as approved by their respective Board of Directors have been prepared in accordance with Accounting Standard (AS) - 21 on ‘Consolidated Financial Statements’ read with AS-23 on ‘Accounting for Investments in Associates’, notified under the Act, read with the Accounting Standards Rules as applicable.

Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations.

The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the link http://www.reliancecapital. co.in/Policies.aspx.

In terms of the provisions of the Companies Act, 2013, Mr. Jai Anmol Ambani, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

A brief resume of Mr. Jai Anmol Ambani, along with requisite details, as stipulated under Regulation 36(3) of the Listing Regulations, is given in the section on Corporate Governance Report forming part of this Annual Report.

Dr. Bidhubhusan Samal and Mr. V. N. Kaul, who were appointed as Independent Director(s) of the Company by the Members for a term of 5 (five) years up to September 30, 2019 and have attained the age of seventy five years. In terms of the amended Regulation 1 7 of the Listing Regulations vide SEBI Notification No. SEBI/LAD-NRO/GN/2018/10 dated May 9, 2018, it is proposed to obtain Members’ approval for continuation of directorship after April 1, 201 9 of Dr. Samal and Mr. Kaul as Independent Director(s) at the ensuing AGM.

Key Managerial Personnel

During the year, there was no change in the Key Managerial Personnel.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the financial year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual Directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been put up on the Company’s website www.reliancecapital.co.in. The policy on the above is attached as Annexure - A.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 1 34(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statement for the financial year ended March 31, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 201 8 and of the profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 201 8 on a ‘going concern’ basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties All contracts / arrangements / transactions entered into / by the Company during the financial year under review with related parties were on an arm’s length basis and in the ordinary course of business.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors on quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at the link http://www.reliancecapital.co.in/pdf/Policy_for_ Related_Party_Transaction.pdf. Your Directors draw attention of the members to Note No. 34 to the Financial Statement which sets out related party disclosures.

Material Changes and Commitments if any, affecting the financial position of the Company

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

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, seven Board Meetings were held, details of meetings held and attended by each Director are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Mr. Rajendra P. Chitale, Chairman, Dr. Bidhubhusan Samal, Mr. V. N. Kaul, Ms. Chhaya Virani, Non-Independent Director, Mr. Amitabh Jhunjhunwala and Executive Director, Mr. Jai Anmol Ambani as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors’ Report

M/s. Pathak H.D. & Associates, Chartered Accountants and M/s. Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants were appointed as Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the Company held on September 27, 2016 and September 26, 2017, respectively. The Company has received letters from M/s. Pathak H.D. & Associates, Chartered Accountants, and M/s. Price Waterhouse & Co Chartered Accountants LLP that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The observations and comments given by the Auditors in their Report read together with notes on Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Maintenance of Cost Records

The Central Government has not specified maintenance of cost records, for any of the products of the Company, under Section 148(1) of the Act.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report. The Audit Report of the Secretarial Auditor is attached as Annexure - B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached as Annexure - C.

Particulars of Employees and related disclosures

(a) Employees Stock Option Scheme(s)

Employees Stock Option Scheme(s) (ESOS 201 5 and ESOS 2017) were approved and implemented by the Company and Options were granted to the employees in accordance with guidelines applicable to ESOS. The Nomination and Remuneration Committee of the Board monitors the Scheme. The existing ESOS Scheme and Plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations).

The Company has received a certificate from the Auditors of the Company that the ESOS 2015 and ESOS 2017 have been implemented in accordance with the SEBI Regulations and as per the resolution passed by the members of the Company authorising issuance of the said Options. The details as required to be disclosed under SEBI Regulations are put on the Company’s website at http://www.reliancecapital.co.in/ESOS-Disclosure.aspx.

(b) Other Particulars

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report, which forms part of this Report.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, as amended, are also provided in the Annual Report, which forms part of this Report.

However, having regard to the provisions of first proviso to Section 1 36(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the Meeting. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

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

The Company is a Non-Banking Financial Company and does not involve in any manufacturing activity, most of the information as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in Annexure - D forming part of this Report.

Corporate Governance

The Company has adopted ‘Reliance Group-Corporate Governance Policies and Code of Conduct’ which sets out the systems, processes and policies conforming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the Auditors of the Company M/s. Pathak H.D. & Associates, Chartered Accountants and M/s. Price Waterhouse & Co Chartered Accountants LLP confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report. Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle Blower (Vigil Mechanism) policy to address the genuine concerns, if any, of the Directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can be accessed on the Company’s website.

Risk Management

The Company has laid down a robust Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Organisational, Legal and Regulatory risks within a well defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks. A Risk Management Committee consisting of Mr. V. N. Kaul, Chairman and Ms. Chhaya Virani as member, periodically reviews the robustness of the Risk Management Policy. The periodical update on the risk management practices and mitigation plan of the Company and subsidiaries are presented to the Audit Committee and Board of Directors. The Audit Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved. More details on Risk Management indicating development and implementation of Risk Management Policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received. The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company’s website at the link; http://www.reliancecapital. co.in/pdf/Group_CS R_Policy_Document.pdf.

The CSR Committee consists of Dr. Bidhubhusan Samal as Chairman, Mr. Amitabh Jhunjhunwala, Mr. V. N. Kaul and Mr. Jai Anmol Ambani, as members. The disclosures with respect to CSR activities is given in Annexure - E.

Order, if any, passed by Regulators or Courts or Tribunals

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Business Responsibility Report

Business Responsibility Report for the year under review as stipulated under the Listing Regulations is presented in the separate section forming part of this Annual Report.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani

Chairman

Mumbai

August 10, 2018

---

Mar 31, 2017

To the Members,

Reliance Nippon Life Asset Management Limited

(Formerly known as Reliance Capital Asset Management Limited)

The Directors lake pleasure in presenting their Twenty Second Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31,2017,

Al the outset, your Directors wish to reiterate your Company’s commitment to the highest standards of corporate governance in order to enhance the trust of all its stakeholders Strong and robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of the Regulatory authorities

Your Company endeavors to remain one of the leading players in the Asset Management business in India and enhance its global footprint as well.

FINANCIALS

The standalone and consolidated financial statements of the Company for the year ended March 31, 2017, have been prepared under the historical cost convention, in accordance with the generally accepted accounting principles in India and in line with the provisions of the Companies Act, 2013 (Act) The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2017 are as follows

(In Rs.)

Description	Consolidated		Standalone
	Year ended March 31, 2017	Year ended March 31. 2016	Year ended March 31, 2017	Year ended March 31, 2018
Gross income	14,353.148,829	13.138 198,886	14,004,372,147	12,710.696.654
Profit before exceptional item and tax	5,313,129,596	5,023,995.209	5,821.090,313	4.962.743,794
Exceptional Items	-	-	-	4.028,535
Profit Before Tax	5,813,129.696	5,023,956,209	5,821.090,313	4,958,715.259
Provision for taxation	1,74-1,999,424	1,275,6139.007	! 727 093.206	1.257.800,000
Provision for Deterred Tax Asset/	48 489 352	16,273,942	4(3,246,393	(833,962)

(Liability)
Profit After Tax before share of minority shareholders	4.019,640.921	3.764,401,144	4.047,750.714	3.701.754.221
Share of Minority Shareholders	-	66.056	-	-
Not Profit	4,019,640.921	3,764,335.088	4.047,750,714	3,701.754,221
Balance carried to Balance Sheet	11.116,795.338	10.039.836.996	11.266.005,325	10,220,937.190
Basic EPS of Rs.10 each	343.93	326.77	351.37	321 33
Diluted EPS ot Rs.10 each	348. 93	326 77	351.37	321 33

The Consolidated Financial Statements of the Company, along with that of its subsidiaries, for the year ended March 31, 2017 (duly audited by their respective statutory auditors) are forming part of this Annual Report.

The annual accounts of all the subsidiary companies and the related detailed information will be made available to the Shareholders of the Company seeking such information at any point of time. The annual accounts of all the subsidiary companies will also be kept at the Corporate Office of the Company, for inspection by the Shareholders. The Company shall furnish a hard copy Of details of accounts of subsidiaries to any Shareholder on demand.

DETAILS OF MATERIAL CHANGES AND COMMIMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e March 31,2017,

DIVIDEND

EQUITY SHARES:

Your Directors are pleased to recommend the payment of dividend of Rs. 215/- (Rupees Two Hundred Fifteen Only) per equity share of Rs 10/- each, thereby entailing the total payout of Rs. 2,981,016.202/- (including dividend distribution tax and other applicable taxes/ surcharges).

PREFERENCE SHARES:

Your Directors are pleased to recommend the declaration and payment of dividend of Rs 6/-(Rupees Six only) on each 6% Non-Cumulative. Non Convertible Redeemable Preference Shares of the Company, for the year under review, thereby entailing the total payout of Rs. 21.664,377/- (including dividend distribution tax and other applicable taxes/surcharges)

AMOUNT TO BE CARRIED TO RESERVES

In view of the declaration and payment of dividend to the Shareholders of the Company and in accordance with the provisions of Section 123 of the Act, your Directors do not propose any amount to be transferred to the General Reserves of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Leans, Guarantees and Investments covered wider the provisions of Section 1B6 of the Act are provided as part of the notes to the Financial Statements.

MATERIAL DEVELOPMENTS

CHANGE OF NAME OF THE COMPANY

Pursuant to an Agreement entered into amongst the major Shareholders of your Company i e Reliance Capital Limited and Nippon Life Insurance Company, during the year the name of the Company was changed from Reliance Capital Asset Management Limited’ to Reliance Nippon Life Asset Management Limited’.

ACQUISTION OF SCHEMES OF GOLDMAN SACHS MUTUAL FUND

During the year, your company consummated the transaction to take over the asset management rights of the schemes of Goldman Sachs Mutual Fund in India (“GSMF”), from the asset management company and the trustee Company of GSMF Overall 12 (twelve) schemes were transferred to your Company The said transfer of schemes was also accompanied with taking over a team of 20 people/ employees of GSMF. With the acquisition of the said schemes, along with human capital of a cumulative work experience of 290 years, your Company has augmented its strength in exchange traded fund space and your Company hopes to grow from strength to Strength in I his niche space.

COMPLIANCE CULTURE AND RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts venous educative training programs for various segments within the organization. Your Company thrives towards a culture of Total Compliance’ and it has a ‘Zero Tolerance’ policy for non-compliances.

Your Company has a comprehensive Risk Management Policy that envisages an enterprise risk management framework and clearly sets out the objectives & elements of risk management within the organization, including the constitution of a Risk Management department (reporting directly to the CEO and to the Board of Directors), a Risk Management Committee (RMC) and the underlying mechanisms & processes to be used for identification, monitoring and reporting of various categories of risks including credit, market, liquidity and operational risks. There are well documented & Board approved policies & processes which are in place, in addition, proper & adequate Insurance Policies and business continuity planning have also been adequately put into place.

You will note that the basic revenue model of an asset management company is charging Of management fees on assets under management provided by the investors In case of an eventuality where the Company repeatedly fails to comply with regulatory norms with regard to investment restrictions and/ or code Of conduct, or if there are repeated & glaring instances of fraud / front-running then the same may be a catastrophic risk for the enterprise However, your Directors would like to assure you that such risks are being mitigated by putting into place robust & time tested policies & processes, qualified & professional manpower to run these processes under the aegis & guidance of your Board of Directors Board Committees and various other internal committees, consisting of its senior employees.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal Control System, commensurate With the size scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Risk Management department follows up on pending audit issues and ensures that corrective actions are timely taken. Audit observations, if any. and corrective actions thereon, are also presented to the Audit Committee of the Board.

OPERATIONAL HIGHLIGHTS

ASSET MANAGEMENT:

In terms of the authorization from SEBI, your Company acts as the asset manager to Reliance Mutual Fund (“RMF), which is the third largest Mutual Fund in India, in terms of the Quarterly Average Assets under Management {QAAUM) as on March 31, 2017

The QAAUM of RMF as on March 31, 2017 was approx. Rs 210,891 Crores comprising of Rs 57,011 Crores of Equity, Rs 103.137 Crores of Debt. Rs. 37,995 Crores of Liquid Funds and Rs 12.746 Crores of ETF assets It may tie noted that the QAAUM of RMF as cm March 31. 2016 was approx Rs 158.408 Crores comprising of Rs 47,660 Crores of Equity, Rs. 75,422 Crores of Debt. Rs. 33.543 Crores of Liquid Funds: and Rs 1,775 Crores Of ETF assets.

Overall QAAUM of RMF has shown positive growth of around 33.1% during the financial year 2016-17, while the Indian Mutual Fund industry witnessed an overall positive growth of approx 35.2% in terms of QAAUM (Source: AMFl).

NEW SCHEMES LAUNCHED:

During the year under review, RMF launched the following new schemes;

Scheme Name	Typo	Structure
Reliance Fixed Horizon Fund - XXXI	Debt	Close - ended
Reliance Fixed Horizon Fund - XXXII	Debt	Close - ended
Reliance Fixed Horizon Fund -XXXXlll	Debt	Close - ended
Reliance Dual Advantage Fixed Tenure Fund X	Debt	Close - ended
Reliance ETF Long Term Gilt	ETF	Open - ended

As on March 31, 2017, RMF has a well rounded portfolio of 90 schemes under various categories such as Equity. Debt. Exchange Traded Fund. Fixed Maturity Plans and Interval Funds

PORTFOLIO MANAGEMENT:

Your Company has been rendering Portfolio Management Services (“PMS”) since August 2004 It currently offers discretionary and advisory portfolio management services to various categories of clients. The PMS business continued its positive performance through the year. As at the year end, the total AUM of the PMS business (including discretionary and advisory services and also including EPFO and CMPFO portfolio) stood at Rs 1.42.510 Crores as against Rs 1.23,631 Crores for the Iasi financial year.

Going forward, the PMS division of your Company will endeavor to identity suitable opportunities for launching equity portfolios and rendering investment advisory services Our focus on providing customized offerings to high net-worth individuals & corporates will continue via PMS in Financial Year 2017-18.

Your Company is one of the four fund houses who are managing the prestigious Employees Provident Fund Organization (EPFO) mandate Since last few years As on March 31. 2017. the EPFO portfolio stood at Rs 1.21,748 Crones and CMPFO stood at Rs 20 762 Crores

ALTERNATIVE INVESTMENT BUSINESS:

Alternative Assets remains an area of great interest in investment management space The term Alternative Assets, is generally used to describe all assets other than the conventional listed equity and investment grade debt. Hence, this includes non-conventional/ non-benchmarked strategies in equities, non-investment grade debt/ high yield debt, assets like real estate, commodities, distress debt. etc. Reliance AIF Management Company Limited (“RAIF”), which is a subsidiary of your Company, is engaged in this business of managing alternative investment funds During the year. RAIF has undertaken final closure of Reliance Yield Maximiser AIF Scheme III. its third scheme in the Secured Real Estate space To date, a total commitment of - Rs. 1.300 Crores has been raised across all offerings. During the year. RAIF has aimed to diversify across asset classes and have launched two additional schemes in the Sector Agnostic Debt and Commercial Rea Estate Space respectively Going forward. RAIF will continue to focus on profitable growth and include more asset classes.

RELIANCE INFRASTRUCTURE INVIT FUND:

We are pleased to inform you that during the year, the Company has been appointed as the investment Manager for Reliance Infrastructure InvIT Fund, an infrastructure investment trust registered with the Securities & Exchange Board of India. Reliance Infrastructure InvIT Fund is proposing to raise funds by way of public offer and shall make investments in the infrastructure assets In this regard, your Company has secured the requisite approval of SEBI regarding the Investment management activity in respect of Infrastructure Investment Trust

NATIONAL PENSION SYSTEM:

Reliance Capital Pension Fund Limited (‘RCPFL’), a subsidiary of your Company is acting as one of the Pension Fund Managers for managing the pension assets under the National Pension System (‘NPS’)

NPS industry witnessed a rapid growth during the current year, both in terms of subscriber base as well as in respect or the assets under management The subscribers under NPS schemes as of March 31, 2017 were in excess of 1.54 crores as compared to 97 50 Lakhs during the previous year. Further, the subscribers under private sector of NPS schemes as of March 31, 2017 were 10.22 Lakhs as compared to 6 96 Lakhs as or previous year i e March 31,2016

The overall assets managed by the NPS industry, as of March 31, 2017 were Rs 1.74,558.15 Crores as compared to around Rs 1,16,303 76 Crores as at the end of the last year, Further, the assets under management related to Private sector grew from Rs, 3,554 Crores last year to Rs 7,069 Crores as of March 31, 2017. The assets under management of RCPFL during the current fiscal year has gone up to Rs, 163.97 Crores as compared to Rs 111.22 Crores in the last year

INTERNATIONAL BUSINESS:

Global Economic Environment

Year 2016-17 has been an eventful year from the Global social and economic perspective From concerns around hard landing of the Chinese economy to Brexit event to a rise in the negative yield-bearing assets globally to the stupendous demonetization drive in India to the US presidential election victory of Donald Trump, the year has been action packed to say the least.

Despite the volatility, Indian economy appears well primed to continue its journey towards a sustainable recovery with the Nifty starts recovering in the last quarter of the year 2016-17

After a lackluster out-turn in the year 2016-17, economic activity is projected to pick up pace in 2017-1B. especially in emerging markets and developing economies The economic recovery in India is strongly supported by favorable factors like fiscal stability, lower inflation, policy reforms like demonetization, passage of the GST bill, modification in FDI policy and continued Government spending.

Offshore Opportunities

Foreign Portfolio investor (“FPD”) flows in Indian equities Stood at a 5 years low of INR 187Bn in 2016-17 Further, FPls remained net sellers to the extent of I NR 443Bn in fixed income markets during the calendar year 2016, Interestingly, Domestic Institutional Investors ploughed in INR 372bn into Indian equities during the year surpassing the net flows from FPls. However, with clarity in the Union Budget on capital gain taxation and indirect transfers, FPls turned net buyers.

Other Opportunities

The international subsidiaries of your Company manage a wide range of India investment funds through which overseas investors can participate in the India growth story. Your Company extends its services through offices in Singapore, Mauritius and Dubai.

Non-Binding Advisory Services

Under its non-binding advisory mandate, your Company provides advisory services to various offshore entities and the assets under the advisory business as on March 31, 2017 is Rs 5,576 crores

Singapore

Your Singapore subsidiary. Reliance Asset Management (Singapore) Pte Ltd CRAMS’), which established its business in Singapore in the year 2006 has closed the financial year 2016-17 with 238,925,146 USD assets under management.

After having successful launch of UCITS equity fund in Luxembourg which is being advised by your Company, RAMS continued its efforts through the launch of new products with over 127.432.306 USD raised from offshore investors this year.

Mauritian

The Mauritian subsidiary of your Company. Reliance Asset Management (Mauritius) Limited (‘RAMM’) continued its focus on rendering of investment management services to India focused collective investment schemes i.e. Emergent India Investments Limited

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility (“CSR”). the Company has undertaken projects in the areas of promoting preventive heafth care in accordance with Schedule VII of the Act

The Annual Report on CSR activities is annexed herewith as Annexure - A.

AWARDS AND RECOGNITION

During the year, your Company and the Reliance Mutual Fund have been bestowed with the following awards and recognitions

- Stevie Award in the following categories

- innovation in Customer Service - Financial Services Industries (Status: Silver Stevie Winner)

- National Sales Team of the Year (Status: Bronze Stevie Winner):

- Reliance Mutual Fund featured in Best BFSI Brands 2016 by Economic Times:

- Finnoviti Award 2017 for ‘Simply Save & Instant Redemption’ mobile solutions;

- National Awards for Excellence in Digital Marketing & Social Media - Best Progressive Digital Marketing Company;

- National Awards to Reliance Mutual Fund for Excellence in Digital Marketing £ Social Media - Simply Save - Digital Application of the year:

- BBC Knowledge - National Digital Marketing Awards - Best Financial Website to Reliance Mutual Fund;

- BBC Knowledge - National Digital Marketing Awards - Best Consumer Mobile App to Reliance Mutual Fund; ’

- Asset Benchmark Research Awards - Top Investment Houses in Asian Local Currency Bonds, India, Rank 3;

- The Company featured in Economic Times Coffee Table Book as Mumbai’s Trending Workplaces for Organization Creating an Enabling Culture of the employees.

FUTURE OUTLOOK

During the year under review, the Indian Mutual Fund Industry witnessed an overall positive growth of approx 35% in terms of QAAUM. from an amount of approx. Rs 13,53,444 Crores as at March 31, 2016 to an amount of approx Rs 18,29.583 Crores as at March 31, 2017 (Source: AMFI) with following

- 34.37 Lakh Net New SIPs registered during the Financial Year (as on February 2017)

- Around 48 Lakh Equity folios have been added this year so far (as on February 2017)

Government led various measures (e.g. Demonetization, GST) have already started showing positive impact in the economy. The Mutual Fund Industry has reflected stronger growth this year.

It has been a good year for your Company, as well. Your Company continues to be amongst the largest AMCs managing assets of around Rs 3.55,800 Cr [USD 55 Billion) across Mutual Funds, PMS. Pension Funds and Offshore strategies Your Company continues to aggressively pursue growth opportunities in the fund management and investment advisory space, both at domestic as well as at the international level

There is significant growth potential for mutual fund Industry. There are only 5 4 Cr investor folios reflecting deep under penetration in adoption of mutual fund products in india We continue to focus on geographical and retail penetration. Our Industry first initiative “Mutual Fund Day” is directed effort to increase retail participation across the country. As per latest data available on AMFI, over 85% of the Industry AUM originates from the Top 15 cities. This provides opportunities far expansion in smaller locations. Your Company has been focusing on bringing new investors to unlock untapped potential. In line with the SEBl regulations we intend to improve penetration levels in Tier III, Tier IV locations and increase use Of technology to improve the investor expenence.

The smart phone user base in India is growing rapidly and provides us an opportunity to connect with large investor base through our digital interfaces. The digital space has the potential to significantly improve the service quality and also help ease in first-time investors to the Industry Your Company has one of the most integrated Digital platforms in the Industry, and we intend to continue building on it to further Improve the investors’ experience. Being one of the largest players in the industry, your Company will continue investing in growing the market size, achieving product innovation, educating the investors, increasing the distribution reach and enhancing customer service infrastructure with aggressive expansion strategies.

SUBSIDIARIES

As of March 31, 2017, your Company had four (4) subsidiaries. Two of such subsidiaries are overseas being one each in Singapore and Mauritius and two subsidiaries being in India All the subsidiaries of the Company are engaged in financial services and related activities.

During the year under review, the subsidiary of your Company at United Kingdom i.e Reliance Capita! Asset Management (UK) Limited (formerly known as Reliance Capital Asset Management (UK) Pic.) had been stricken off from the Register maintained by the Companies House. United Kingdom.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

Key Managerial Personnel

in terms of the requirements of Section 203 of the Act. during the year under review, the Following officials/ employees acted as the ‘Key Managerial Personnel’ of the Company

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager,

c) Mr. Prateek Jain - Chief Financial Officer;

d) Mr Yogesh Sachdeva - Company Secretary (up to October 25. 2016). and

e) Mr Deepak Mukhija - Company Secretary (effective from December 20, 2016)

DIRECTORS

During the year. Mr. Shinichi Okamoto, Director on the Board of the Company has resigned w.e f April 22, 2015. Further. Mr, Soum&n Ghosh. Director on the Board of the Company has also resigned w.e.f. March 31. 2017

In order to further broad base the constitution of the Board, during the year. General Ved Prakash Mahk (Retd.), Mr. Kazuhide Toda and Mr Tomonao Gotoda were appointed as Directors and Mr. Sundeep Sikka was appointed as a Whole-time Director (designated as Executive Director & Chief Executive Officer) on the Board of your Company.

In accordance with the provisions of Section 152 of the Act. Mr Kazuhide Toda (Director) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment, as such, The Board recommends the reappointment of Mr Kazuhide Toda as a Director of the Company

Further, since the closure of the financial year 2016-17, following changes have taken place in respect of your Company’s Board:

- Mr. Tomonao Gotoda. Director on the Board of the Company, resigned w.e.f. April 22,2017

- Mr. Takayuki Murai has been appointed as the Additional Director of the Company on April 22, 2017 Mr Takayuki Murai shall hold office as Directors, uplo the date of ensuing Annual General Meeting and are eligible to be appointed as Director thereat In terms of Section 160 of the Act, your Company has received a notice in writing from one of the members, along with the requisite deposit proposing the candidature of Mr. Takayuki Murai for hrs appointment as Director

All the Independent Directors of your Company i.e Mr. Kanu H. Doshi. General Ved Prakash Malik (Retd.), Mr. Sushil Chandra Tripathi and Ms. Ameeta Chatterjee, have duly furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

During the Year, in terms of the requirements of the Act, the Independent Directors held their separate meeting, where)n the performance of the Board and that of the non- independent Directors were evaluated. In this very meeting itself, the Independent Directors of the Company also thoroughly discussed the quantity, quality & the timelines of the flow of information between the Company’s management and the Board and arrived at a view that the same is adequate and sufficient to enable effective decision making by the Board The Nomination a Remuneration Committee of the Company also undertook the evaluation of the Directors’ performance.

BOARD AND COMMITTEE MEETINGS

During the year under review. Nine (9) Board meetings and Three (3) meetings of the Committee of Directors were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub — committees and management committees), which have been constituted from time to time, such as Audit Committee. Committee of Directors, CSR Committee. Nomination & Remuneration Committee, Valuation Committee, Investment Committee, InvlT Committee, Risk Management Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee. Proxy Voting Committee, Information Security Risk Management Committee, etc to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure the highest levels of corporate governance. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, the Audit Committee of the Company consists of majority of Independent Directors. As on dale of this report, it comprises Mr Kanu H, Dos hi [Independent Director], Mr Sushi I Chandra Tripathi [Independent Director), Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd,) [Independent Director) and Mr Takayuki Murai (Associate Director)

During the year, Seven (7) meetings of the Audit Committee were held.

NOMINATION & REMUNERTION COMMITTEE

In terms of the requirements of Section 178 of the Act, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors, As on date of this report, it comprises Mr Kanu H Doshi [Independent Director). Mr Sushil Chandra Tripathi [Independent Director), Ms Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director) and Mr. Kgzuhide Toda [Associate Director).

During the year, 2 meetings of the Nomination & Remuneration Committee were held.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility (‘CSR’) Committee of the Company consists Of seven members As on date of this report it comprises Mr Kami H. Dos hi [independent Director], Mr Susfiil Chandra Trrpalhi [Independent Director], Ms Ameeta Chatterjee [Independent Director]. General Ved Prakasft Malik (Retd ) [Independent Director), Mr. Sundeep Sikka (Associate Director], Mr. Kazuhide Toda I Associate Director] and Mr. Takayuki Murai [Associate Director].

During the year, 2 meetings of the CSR Committee were held

AUDITOR’S OF THE COMPANY – STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors, who periodically submit their reports, which are placed before the Audit committee for discussion, review and implementation of their recommendations.

STATUORY AUDITORS:

In terms or Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, at the Nineteenth Annual General Meeting of the Company. M/s B S R & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of tiia Company in the Annual General Meeting held on June 24, 2014, for a period of Four (4) years subject however to ratification by members at every Annual General Meeting of the Company.

The Board recommends ratification of their appointment, as such, at the ensuing Twenty Second Annual General Meeting of the Company,

INTERNAL AUDITORS :

M/s, NMAH & Associates LLP, Chartered Accountants were appointed as I he Internal Auditors’ of your Company for the year 2016-17 Your Directors approved their reappointment as such for I he financial year 2017-18.

AUDITORS OF THE SCHEMES OF RELIANCE MUTUAL FUNDS – STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors tor the various Schemes of Reliance Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

STATUTORY AUDITORS :

M/s. Haribhakti & Co LLP,, Chartered Accountants held office as Statutory Auditors of the Schemes of Reliance Mutual Fund for the financial year 2016-17. Your Directors recommend their re-appointment as such for the financial year 2017-16

INTERNAL AUDITORS :

During the year. M/s. Daloitte Haskins & Sells LLP. Chartered Accountants were appointed as Internal Auditors of the Scheme of Reliance Mutual Fund and the portfolio management services division of the Company, for the financial year 2015-17 Your Directors recommend their re-appointment as such for the financial year 2017-201B.

AUDITORS’ REPORT

The notes to the Annual Accounts of the Company, referred to In the Auditors Report are self-explanatory and do not require any clarification from the Board

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration Of Managerial Personnel) Rules. 2014, your Directors had appointed M/S M. Siroya and Company, Mumbai, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17 in this regard, the Report submitted by the Secretarial Auditor Is annexed herewith as Annexure - B

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - C.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY :

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part Of the total costs, the impact on cost is not material

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :

(I) The efforts made towards technology absorption:

During the financial year 2016-17, Digital strategy of your Company was focused providing the simplified processes to the customer and keeping in view the interests of the distributors. Along with this, there was a strong agenda to acquire a new customer online without any paper work. In line with the above objective, your Company launched various initiatives in this direction and many of these initiatives were first time in the industry Some of those initiatives are as follows:

- Launch of Instant redemption on Simply Save app for customers

- Revamped website for the distributor to provide ease of transactions, campaigns and other such transactions & add-on Features

- E-mandate for Axis and HDFC Bank customers, which enables customers to register regular payments like SIP etc. seamlessly

- Paperless eKYC process to acquire customers who are new to Mutual Fund industry by connecting with Aadhar ecosystem

(ii) Benefits derived out of the above initiatives:

Financial year 2016-17 has seen phenomenal increase in business through our digital Assets, as follows

- >100% growth in purchase Volume, up from 12% to 25%

- Digital is > 1.3 times bigger than largest distributor in Purchases... 6 times bigger than 2^nd

- Every 4^th Purchase in Digital, Mobile App contributing > 40% to Digital

- Total Digital Purchases have crossed 40, 000 per month

- 135% growth in unique customers during the year.

RESEARCH AND DEVELOPMENT:

It’s evident that digital has become a critical asset in many companies’ quest for growth We as a Company are very much committed to this and are looking continuously to provide simplified process and product over the digital platform to the online customers This approach is being led by various research and innovative products designed for the online customers. The team and management keep on participating In various discussions, conclave summits, forum to stay connected and updated on the digital movement in the world & industry

FOREIGN EXHANGE EARNINGS AND OUTGO :

During the year, the Company effected exports worth Rs Nil

During the year under review, the Company earned foreign exchange equivalent to Rs. 262,344,770/- The Company spent foreign exchange equivalents Rs. 05,598,762/-

DIRECTORS’ RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act. the Directors confirm that-

(i) in the preparation of the annual accounts for the financial year ended March 31. 2017, the applicable accounting standards have been followed and that there are no material departures:

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors¹ and have applied them consistently and made judgments and’ estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31. 2017 and of the profit of the Company for the year under review,

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ‘going concern^’ basis.

[v) The Directors have devised proper systems to ensure compliance with the provisions of alt applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors. Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Related Party Transactions are being placed before the Audit Committee and/ or the Board, for approval/ noting, as appropriate. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen or repetitive in nature. Your Directors have already approved a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions

PARTUCLARS OF FRAUDS REPORTED BY THE AUDITORS’

In terms of Section 143(12} of the Act. M/s B S R J Co LLP, Chartered Accountants the Statutory Auditors of the Company have not reported any instance cf fraud having taken place dung the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDRES PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations

OUR PEOPLE

Your Company as an organization is committed towards creation of knowledge for the benefit of all the stakeholders It is our firm belief that the growth of an organization is largely dependent on the growth of its individuals. Policies in your Company are employee oriented and devised with our ‘People First’ philosophy in mind.

Your Company had 915 numbers of employees as at March 31. 2017

Your Company Mad 915 numbers of employees as at March 31, 2017

As required by the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in Annexure-O’ to this Directors’ Report

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) A cl, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees (permanent, contractual, temporary, trainees) are covered under this Policy Following is a summary of sexual harassment complaints received and disposed off during the year.

- No. of complaints received Nil

- No. of complaints disposed of: N.A.

ACKNOWLEDGEMENTS

Your Directors which to place on record their sincere appreciation for the co-opera bon received from various regulatory and governmental authorities including SEBI RBI. Registrar of Companies. Maharashtra at Mumbai. PFRDA. NPS Trust. EPFO CMPFO Custodians Bankers. Registrars. Shareholders. Investors and all other business constituents during the year under review We believe all of them have contributed to our continued growth

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

OF RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED

(Formerly known as Reliance Capital Asset Management Limited)

Place; Mumbai Kanu Doshi Sundeep Slkka

Dated: April 22,2017 Director Executive Director & CE O

(DIN: 00577409) (DIN: 02553654)

---

Mar 31, 2017

To the Members,

Reliance Nippon Life Asset Management Limited

(Formerly known as Reliance Capital Asset Management Limited)

The Directors lake pleasure in presenting their Twenty Second Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31,2017,

Al the outset, your Directors wish to reiterate your Company’s commitment to the highest standards of corporate governance in order to enhance the trust of all its stakeholders Strong and robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of the Regulatory authorities

Your Company endeavors to remain one of the leading players in the Asset Management business in India and enhance its global footprint as well.

FINANCIALS

The standalone and consolidated financial statements of the Company for the year ended March 31, 2017, have been prepared under the historical cost convention, in accordance with the generally accepted accounting principles in India and in line with the provisions of the Companies Act, 2013 (Act) The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2017 are as follows

(In Rs.)

Description	Consolidated		Standalone
	Year ended March 31, 2017	Year ended March 31. 2016	Year ended March 31, 2017	Year ended March 31, 2018
Gross income	14,353.148,829	13.138 198,886	14,004,372,147	12,710.696.654
Profit before exceptional item and tax	5,313,129,596	5,023,995.209	5,821.090,313	4.962.743,794
Exceptional Items	-	-	-	4.028,535
Profit Before Tax	5,813,129.696	5,023,956,209	5,821.090,313	4,958,715.259
Provision for taxation	1,74-1,999,424	1,275,6139.007	! 727 093.206	1.257.800,000
Provision for Deterred Tax Asset/	48 489 352	16,273,942	4(3,246,393	(833,962)

(Liability)
Profit After Tax before share of minority shareholders	4.019,640.921	3.764,401,144	4.047,750.714	3.701.754.221
Share of Minority Shareholders	-	66.056	-	-
Not Profit	4,019,640.921	3,764,335.088	4.047,750,714	3,701.754,221
Balance carried to Balance Sheet	11.116,795.338	10.039.836.996	11.266.005,325	10,220,937.190
Basic EPS of Rs.10 each	343.93	326.77	351.37	321 33
Diluted EPS ot Rs.10 each	348. 93	326 77	351.37	321 33

The Consolidated Financial Statements of the Company, along with that of its subsidiaries, for the year ended March 31, 2017 (duly audited by their respective statutory auditors) are forming part of this Annual Report.

The annual accounts of all the subsidiary companies and the related detailed information will be made available to the Shareholders of the Company seeking such information at any point of time. The annual accounts of all the subsidiary companies will also be kept at the Corporate Office of the Company, for inspection by the Shareholders. The Company shall furnish a hard copy Of details of accounts of subsidiaries to any Shareholder on demand.

DETAILS OF MATERIAL CHANGES AND COMMIMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e March 31,2017,

DIVIDEND

EQUITY SHARES:

Your Directors are pleased to recommend the payment of dividend of Rs. 215/- (Rupees Two Hundred Fifteen Only) per equity share of Rs 10/- each, thereby entailing the total payout of Rs. 2,981,016.202/- (including dividend distribution tax and other applicable taxes/ surcharges).

PREFERENCE SHARES:

Your Directors are pleased to recommend the declaration and payment of dividend of Rs 6/-(Rupees Six only) on each 6% Non-Cumulative. Non Convertible Redeemable Preference Shares of the Company, for the year under review, thereby entailing the total payout of Rs. 21.664,377/- (including dividend distribution tax and other applicable taxes/surcharges)

AMOUNT TO BE CARRIED TO RESERVES

In view of the declaration and payment of dividend to the Shareholders of the Company and in accordance with the provisions of Section 123 of the Act, your Directors do not propose any amount to be transferred to the General Reserves of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Leans, Guarantees and Investments covered wider the provisions of Section 1B6 of the Act are provided as part of the notes to the Financial Statements.

MATERIAL DEVELOPMENTS

CHANGE OF NAME OF THE COMPANY

Pursuant to an Agreement entered into amongst the major Shareholders of your Company i e Reliance Capital Limited and Nippon Life Insurance Company, during the year the name of the Company was changed from Reliance Capital Asset Management Limited’ to Reliance Nippon Life Asset Management Limited’.

ACQUISTION OF SCHEMES OF GOLDMAN SACHS MUTUAL FUND

During the year, your company consummated the transaction to take over the asset management rights of the schemes of Goldman Sachs Mutual Fund in India (“GSMF”), from the asset management company and the trustee Company of GSMF Overall 12 (twelve) schemes were transferred to your Company The said transfer of schemes was also accompanied with taking over a team of 20 people/ employees of GSMF. With the acquisition of the said schemes, along with human capital of a cumulative work experience of 290 years, your Company has augmented its strength in exchange traded fund space and your Company hopes to grow from strength to Strength in I his niche space.

COMPLIANCE CULTURE AND RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts venous educative training programs for various segments within the organization. Your Company thrives towards a culture of Total Compliance’ and it has a ‘Zero Tolerance’ policy for non-compliances.

Your Company has a comprehensive Risk Management Policy that envisages an enterprise risk management framework and clearly sets out the objectives & elements of risk management within the organization, including the constitution of a Risk Management department (reporting directly to the CEO and to the Board of Directors), a Risk Management Committee (RMC) and the underlying mechanisms & processes to be used for identification, monitoring and reporting of various categories of risks including credit, market, liquidity and operational risks. There are well documented & Board approved policies & processes which are in place, in addition, proper & adequate Insurance Policies and business continuity planning have also been adequately put into place.

You will note that the basic revenue model of an asset management company is charging Of management fees on assets under management provided by the investors In case of an eventuality where the Company repeatedly fails to comply with regulatory norms with regard to investment restrictions and/ or code Of conduct, or if there are repeated & glaring instances of fraud / front-running then the same may be a catastrophic risk for the enterprise However, your Directors would like to assure you that such risks are being mitigated by putting into place robust & time tested policies & processes, qualified & professional manpower to run these processes under the aegis & guidance of your Board of Directors Board Committees and various other internal committees, consisting of its senior employees.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal Control System, commensurate With the size scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Risk Management department follows up on pending audit issues and ensures that corrective actions are timely taken. Audit observations, if any. and corrective actions thereon, are also presented to the Audit Committee of the Board.

OPERATIONAL HIGHLIGHTS

ASSET MANAGEMENT:

In terms of the authorization from SEBI, your Company acts as the asset manager to Reliance Mutual Fund (“RMF), which is the third largest Mutual Fund in India, in terms of the Quarterly Average Assets under Management {QAAUM) as on March 31, 2017

The QAAUM of RMF as on March 31, 2017 was approx. Rs 210,891 Crores comprising of Rs 57,011 Crores of Equity, Rs 103.137 Crores of Debt. Rs. 37,995 Crores of Liquid Funds and Rs 12.746 Crores of ETF assets It may tie noted that the QAAUM of RMF as cm March 31. 2016 was approx Rs 158.408 Crores comprising of Rs 47,660 Crores of Equity, Rs. 75,422 Crores of Debt. Rs. 33.543 Crores of Liquid Funds: and Rs 1,775 Crores Of ETF assets.

Overall QAAUM of RMF has shown positive growth of around 33.1% during the financial year 2016-17, while the Indian Mutual Fund industry witnessed an overall positive growth of approx 35.2% in terms of QAAUM (Source: AMFl).

NEW SCHEMES LAUNCHED:

During the year under review, RMF launched the following new schemes;

Scheme Name	Typo	Structure
Reliance Fixed Horizon Fund - XXXI	Debt	Close - ended
Reliance Fixed Horizon Fund - XXXII	Debt	Close - ended
Reliance Fixed Horizon Fund -XXXXlll	Debt	Close - ended
Reliance Dual Advantage Fixed Tenure Fund X	Debt	Close - ended
Reliance ETF Long Term Gilt	ETF	Open - ended

As on March 31, 2017, RMF has a well rounded portfolio of 90 schemes under various categories such as Equity. Debt. Exchange Traded Fund. Fixed Maturity Plans and Interval Funds

PORTFOLIO MANAGEMENT:

Your Company has been rendering Portfolio Management Services (“PMS”) since August 2004 It currently offers discretionary and advisory portfolio management services to various categories of clients. The PMS business continued its positive performance through the year. As at the year end, the total AUM of the PMS business (including discretionary and advisory services and also including EPFO and CMPFO portfolio) stood at Rs 1.42.510 Crores as against Rs 1.23,631 Crores for the Iasi financial year.

Going forward, the PMS division of your Company will endeavor to identity suitable opportunities for launching equity portfolios and rendering investment advisory services Our focus on providing customized offerings to high net-worth individuals & corporates will continue via PMS in Financial Year 2017-18.

Your Company is one of the four fund houses who are managing the prestigious Employees Provident Fund Organization (EPFO) mandate Since last few years As on March 31. 2017. the EPFO portfolio stood at Rs 1.21,748 Crones and CMPFO stood at Rs 20 762 Crores

ALTERNATIVE INVESTMENT BUSINESS:

Alternative Assets remains an area of great interest in investment management space The term Alternative Assets, is generally used to describe all assets other than the conventional listed equity and investment grade debt. Hence, this includes non-conventional/ non-benchmarked strategies in equities, non-investment grade debt/ high yield debt, assets like real estate, commodities, distress debt. etc. Reliance AIF Management Company Limited (“RAIF”), which is a subsidiary of your Company, is engaged in this business of managing alternative investment funds During the year. RAIF has undertaken final closure of Reliance Yield Maximiser AIF Scheme III. its third scheme in the Secured Real Estate space To date, a total commitment of - Rs. 1.300 Crores has been raised across all offerings. During the year. RAIF has aimed to diversify across asset classes and have launched two additional schemes in the Sector Agnostic Debt and Commercial Rea Estate Space respectively Going forward. RAIF will continue to focus on profitable growth and include more asset classes.

RELIANCE INFRASTRUCTURE INVIT FUND:

We are pleased to inform you that during the year, the Company has been appointed as the investment Manager for Reliance Infrastructure InvIT Fund, an infrastructure investment trust registered with the Securities & Exchange Board of India. Reliance Infrastructure InvIT Fund is proposing to raise funds by way of public offer and shall make investments in the infrastructure assets In this regard, your Company has secured the requisite approval of SEBI regarding the Investment management activity in respect of Infrastructure Investment Trust

NATIONAL PENSION SYSTEM:

Reliance Capital Pension Fund Limited (‘RCPFL’), a subsidiary of your Company is acting as one of the Pension Fund Managers for managing the pension assets under the National Pension System (‘NPS’)

NPS industry witnessed a rapid growth during the current year, both in terms of subscriber base as well as in respect or the assets under management The subscribers under NPS schemes as of March 31, 2017 were in excess of 1.54 crores as compared to 97 50 Lakhs during the previous year. Further, the subscribers under private sector of NPS schemes as of March 31, 2017 were 10.22 Lakhs as compared to 6 96 Lakhs as or previous year i e March 31,2016

The overall assets managed by the NPS industry, as of March 31, 2017 were Rs 1.74,558.15 Crores as compared to around Rs 1,16,303 76 Crores as at the end of the last year, Further, the assets under management related to Private sector grew from Rs, 3,554 Crores last year to Rs 7,069 Crores as of March 31, 2017. The assets under management of RCPFL during the current fiscal year has gone up to Rs, 163.97 Crores as compared to Rs 111.22 Crores in the last year

INTERNATIONAL BUSINESS:

Global Economic Environment

Year 2016-17 has been an eventful year from the Global social and economic perspective From concerns around hard landing of the Chinese economy to Brexit event to a rise in the negative yield-bearing assets globally to the stupendous demonetization drive in India to the US presidential election victory of Donald Trump, the year has been action packed to say the least.

Despite the volatility, Indian economy appears well primed to continue its journey towards a sustainable recovery with the Nifty starts recovering in the last quarter of the year 2016-17

After a lackluster out-turn in the year 2016-17, economic activity is projected to pick up pace in 2017-1B. especially in emerging markets and developing economies The economic recovery in India is strongly supported by favorable factors like fiscal stability, lower inflation, policy reforms like demonetization, passage of the GST bill, modification in FDI policy and continued Government spending.

Offshore Opportunities

Foreign Portfolio investor (“FPD”) flows in Indian equities Stood at a 5 years low of INR 187Bn in 2016-17 Further, FPls remained net sellers to the extent of I NR 443Bn in fixed income markets during the calendar year 2016, Interestingly, Domestic Institutional Investors ploughed in INR 372bn into Indian equities during the year surpassing the net flows from FPls. However, with clarity in the Union Budget on capital gain taxation and indirect transfers, FPls turned net buyers.

Other Opportunities

The international subsidiaries of your Company manage a wide range of India investment funds through which overseas investors can participate in the India growth story. Your Company extends its services through offices in Singapore, Mauritius and Dubai.

Non-Binding Advisory Services

Under its non-binding advisory mandate, your Company provides advisory services to various offshore entities and the assets under the advisory business as on March 31, 2017 is Rs 5,576 crores

Singapore

Your Singapore subsidiary. Reliance Asset Management (Singapore) Pte Ltd CRAMS’), which established its business in Singapore in the year 2006 has closed the financial year 2016-17 with 238,925,146 USD assets under management.

After having successful launch of UCITS equity fund in Luxembourg which is being advised by your Company, RAMS continued its efforts through the launch of new products with over 127.432.306 USD raised from offshore investors this year.

Mauritian

The Mauritian subsidiary of your Company. Reliance Asset Management (Mauritius) Limited (‘RAMM’) continued its focus on rendering of investment management services to India focused collective investment schemes i.e. Emergent India Investments Limited

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility (“CSR”). the Company has undertaken projects in the areas of promoting preventive heafth care in accordance with Schedule VII of the Act

The Annual Report on CSR activities is annexed herewith as Annexure - A.

AWARDS AND RECOGNITION

During the year, your Company and the Reliance Mutual Fund have been bestowed with the following awards and recognitions

- Stevie Award in the following categories

- innovation in Customer Service - Financial Services Industries (Status: Silver Stevie Winner)

- National Sales Team of the Year (Status: Bronze Stevie Winner):

- Reliance Mutual Fund featured in Best BFSI Brands 2016 by Economic Times:

- Finnoviti Award 2017 for ‘Simply Save & Instant Redemption’ mobile solutions;

- National Awards for Excellence in Digital Marketing & Social Media - Best Progressive Digital Marketing Company;

- National Awards to Reliance Mutual Fund for Excellence in Digital Marketing £ Social Media - Simply Save - Digital Application of the year:

- BBC Knowledge - National Digital Marketing Awards - Best Financial Website to Reliance Mutual Fund;

- BBC Knowledge - National Digital Marketing Awards - Best Consumer Mobile App to Reliance Mutual Fund; ’

- Asset Benchmark Research Awards - Top Investment Houses in Asian Local Currency Bonds, India, Rank 3;

- The Company featured in Economic Times Coffee Table Book as Mumbai’s Trending Workplaces for Organization Creating an Enabling Culture of the employees.

FUTURE OUTLOOK

During the year under review, the Indian Mutual Fund Industry witnessed an overall positive growth of approx 35% in terms of QAAUM. from an amount of approx. Rs 13,53,444 Crores as at March 31, 2016 to an amount of approx Rs 18,29.583 Crores as at March 31, 2017 (Source: AMFI) with following

- 34.37 Lakh Net New SIPs registered during the Financial Year (as on February 2017)

- Around 48 Lakh Equity folios have been added this year so far (as on February 2017)

Government led various measures (e.g. Demonetization, GST) have already started showing positive impact in the economy. The Mutual Fund Industry has reflected stronger growth this year.

It has been a good year for your Company, as well. Your Company continues to be amongst the largest AMCs managing assets of around Rs 3.55,800 Cr [USD 55 Billion) across Mutual Funds, PMS. Pension Funds and Offshore strategies Your Company continues to aggressively pursue growth opportunities in the fund management and investment advisory space, both at domestic as well as at the international level

There is significant growth potential for mutual fund Industry. There are only 5 4 Cr investor folios reflecting deep under penetration in adoption of mutual fund products in india We continue to focus on geographical and retail penetration. Our Industry first initiative “Mutual Fund Day” is directed effort to increase retail participation across the country. As per latest data available on AMFI, over 85% of the Industry AUM originates from the Top 15 cities. This provides opportunities far expansion in smaller locations. Your Company has been focusing on bringing new investors to unlock untapped potential. In line with the SEBl regulations we intend to improve penetration levels in Tier III, Tier IV locations and increase use Of technology to improve the investor expenence.

The smart phone user base in India is growing rapidly and provides us an opportunity to connect with large investor base through our digital interfaces. The digital space has the potential to significantly improve the service quality and also help ease in first-time investors to the Industry Your Company has one of the most integrated Digital platforms in the Industry, and we intend to continue building on it to further Improve the investors’ experience. Being one of the largest players in the industry, your Company will continue investing in growing the market size, achieving product innovation, educating the investors, increasing the distribution reach and enhancing customer service infrastructure with aggressive expansion strategies.

SUBSIDIARIES

As of March 31, 2017, your Company had four (4) subsidiaries. Two of such subsidiaries are overseas being one each in Singapore and Mauritius and two subsidiaries being in India All the subsidiaries of the Company are engaged in financial services and related activities.

During the year under review, the subsidiary of your Company at United Kingdom i.e Reliance Capita! Asset Management (UK) Limited (formerly known as Reliance Capital Asset Management (UK) Pic.) had been stricken off from the Register maintained by the Companies House. United Kingdom.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

Key Managerial Personnel

in terms of the requirements of Section 203 of the Act. during the year under review, the Following officials/ employees acted as the ‘Key Managerial Personnel’ of the Company

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager,

c) Mr. Prateek Jain - Chief Financial Officer;

d) Mr Yogesh Sachdeva - Company Secretary (up to October 25. 2016). and

e) Mr Deepak Mukhija - Company Secretary (effective from December 20, 2016)

DIRECTORS

During the year. Mr. Shinichi Okamoto, Director on the Board of the Company has resigned w.e f April 22, 2015. Further. Mr, Soum&n Ghosh. Director on the Board of the Company has also resigned w.e.f. March 31. 2017

In order to further broad base the constitution of the Board, during the year. General Ved Prakash Mahk (Retd.), Mr. Kazuhide Toda and Mr Tomonao Gotoda were appointed as Directors and Mr. Sundeep Sikka was appointed as a Whole-time Director (designated as Executive Director & Chief Executive Officer) on the Board of your Company.

In accordance with the provisions of Section 152 of the Act. Mr Kazuhide Toda (Director) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment, as such, The Board recommends the reappointment of Mr Kazuhide Toda as a Director of the Company

Further, since the closure of the financial year 2016-17, following changes have taken place in respect of your Company’s Board:

- Mr. Tomonao Gotoda. Director on the Board of the Company, resigned w.e.f. April 22,2017

- Mr. Takayuki Murai has been appointed as the Additional Director of the Company on April 22, 2017 Mr Takayuki Murai shall hold office as Directors, uplo the date of ensuing Annual General Meeting and are eligible to be appointed as Director thereat In terms of Section 160 of the Act, your Company has received a notice in writing from one of the members, along with the requisite deposit proposing the candidature of Mr. Takayuki Murai for hrs appointment as Director

All the Independent Directors of your Company i.e Mr. Kanu H. Doshi. General Ved Prakash Malik (Retd.), Mr. Sushil Chandra Tripathi and Ms. Ameeta Chatterjee, have duly furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

During the Year, in terms of the requirements of the Act, the Independent Directors held their separate meeting, where)n the performance of the Board and that of the non- independent Directors were evaluated. In this very meeting itself, the Independent Directors of the Company also thoroughly discussed the quantity, quality & the timelines of the flow of information between the Company’s management and the Board and arrived at a view that the same is adequate and sufficient to enable effective decision making by the Board The Nomination a Remuneration Committee of the Company also undertook the evaluation of the Directors’ performance.

BOARD AND COMMITTEE MEETINGS

During the year under review. Nine (9) Board meetings and Three (3) meetings of the Committee of Directors were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub — committees and management committees), which have been constituted from time to time, such as Audit Committee. Committee of Directors, CSR Committee. Nomination & Remuneration Committee, Valuation Committee, Investment Committee, InvlT Committee, Risk Management Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee. Proxy Voting Committee, Information Security Risk Management Committee, etc to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure the highest levels of corporate governance. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, the Audit Committee of the Company consists of majority of Independent Directors. As on dale of this report, it comprises Mr Kanu H, Dos hi [Independent Director], Mr Sushi I Chandra Tripathi [Independent Director), Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd,) [Independent Director) and Mr Takayuki Murai (Associate Director)

During the year, Seven (7) meetings of the Audit Committee were held.

NOMINATION & REMUNERTION COMMITTEE

In terms of the requirements of Section 178 of the Act, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors, As on date of this report, it comprises Mr Kanu H Doshi [Independent Director). Mr Sushil Chandra Tripathi [Independent Director), Ms Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director) and Mr. Kgzuhide Toda [Associate Director).

During the year, 2 meetings of the Nomination & Remuneration Committee were held.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility (‘CSR’) Committee of the Company consists Of seven members As on date of this report it comprises Mr Kami H. Dos hi [independent Director], Mr Susfiil Chandra Trrpalhi [Independent Director], Ms Ameeta Chatterjee [Independent Director]. General Ved Prakasft Malik (Retd ) [Independent Director), Mr. Sundeep Sikka (Associate Director], Mr. Kazuhide Toda I Associate Director] and Mr. Takayuki Murai [Associate Director].

During the year, 2 meetings of the CSR Committee were held

AUDITOR’S OF THE COMPANY – STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors, who periodically submit their reports, which are placed before the Audit committee for discussion, review and implementation of their recommendations.

STATUORY AUDITORS:

In terms or Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, at the Nineteenth Annual General Meeting of the Company. M/s B S R & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of tiia Company in the Annual General Meeting held on June 24, 2014, for a period of Four (4) years subject however to ratification by members at every Annual General Meeting of the Company.

The Board recommends ratification of their appointment, as such, at the ensuing Twenty Second Annual General Meeting of the Company,

INTERNAL AUDITORS :

M/s, NMAH & Associates LLP, Chartered Accountants were appointed as I he Internal Auditors’ of your Company for the year 2016-17 Your Directors approved their reappointment as such for I he financial year 2017-18.

AUDITORS OF THE SCHEMES OF RELIANCE MUTUAL FUNDS – STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors tor the various Schemes of Reliance Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

STATUTORY AUDITORS :

M/s. Haribhakti & Co LLP,, Chartered Accountants held office as Statutory Auditors of the Schemes of Reliance Mutual Fund for the financial year 2016-17. Your Directors recommend their re-appointment as such for the financial year 2017-16

INTERNAL AUDITORS :

During the year. M/s. Daloitte Haskins & Sells LLP. Chartered Accountants were appointed as Internal Auditors of the Scheme of Reliance Mutual Fund and the portfolio management services division of the Company, for the financial year 2015-17 Your Directors recommend their re-appointment as such for the financial year 2017-201B.

AUDITORS’ REPORT

The notes to the Annual Accounts of the Company, referred to In the Auditors Report are self-explanatory and do not require any clarification from the Board

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration Of Managerial Personnel) Rules. 2014, your Directors had appointed M/S M. Siroya and Company, Mumbai, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17 in this regard, the Report submitted by the Secretarial Auditor Is annexed herewith as Annexure - B

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - C.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY :

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part Of the total costs, the impact on cost is not material

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :

(I) The efforts made towards technology absorption:

During the financial year 2016-17, Digital strategy of your Company was focused providing the simplified processes to the customer and keeping in view the interests of the distributors. Along with this, there was a strong agenda to acquire a new customer online without any paper work. In line with the above objective, your Company launched various initiatives in this direction and many of these initiatives were first time in the industry Some of those initiatives are as follows:

- Launch of Instant redemption on Simply Save app for customers

- Revamped website for the distributor to provide ease of transactions, campaigns and other such transactions & add-on Features

- E-mandate for Axis and HDFC Bank customers, which enables customers to register regular payments like SIP etc. seamlessly

- Paperless eKYC process to acquire customers who are new to Mutual Fund industry by connecting with Aadhar ecosystem

(ii) Benefits derived out of the above initiatives:

Financial year 2016-17 has seen phenomenal increase in business through our digital Assets, as follows

- >100% growth in purchase Volume, up from 12% to 25%

- Digital is > 1.3 times bigger than largest distributor in Purchases... 6 times bigger than 2^nd

- Every 4^th Purchase in Digital, Mobile App contributing > 40% to Digital

- Total Digital Purchases have crossed 40, 000 per month

- 135% growth in unique customers during the year.

RESEARCH AND DEVELOPMENT:

It’s evident that digital has become a critical asset in many companies’ quest for growth We as a Company are very much committed to this and are looking continuously to provide simplified process and product over the digital platform to the online customers This approach is being led by various research and innovative products designed for the online customers. The team and management keep on participating In various discussions, conclave summits, forum to stay connected and updated on the digital movement in the world & industry

FOREIGN EXHANGE EARNINGS AND OUTGO :

During the year, the Company effected exports worth Rs Nil

During the year under review, the Company earned foreign exchange equivalent to Rs. 262,344,770/- The Company spent foreign exchange equivalents Rs. 05,598,762/-

DIRECTORS’ RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act. the Directors confirm that-

(i) in the preparation of the annual accounts for the financial year ended March 31. 2017, the applicable accounting standards have been followed and that there are no material departures:

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors¹ and have applied them consistently and made judgments and’ estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31. 2017 and of the profit of the Company for the year under review,

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ‘going concern^’ basis.

[v) The Directors have devised proper systems to ensure compliance with the provisions of alt applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors. Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Related Party Transactions are being placed before the Audit Committee and/ or the Board, for approval/ noting, as appropriate. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen or repetitive in nature. Your Directors have already approved a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions

PARTUCLARS OF FRAUDS REPORTED BY THE AUDITORS’

In terms of Section 143(12} of the Act. M/s B S R J Co LLP, Chartered Accountants the Statutory Auditors of the Company have not reported any instance cf fraud having taken place dung the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDRES PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations

OUR PEOPLE

Your Company as an organization is committed towards creation of knowledge for the benefit of all the stakeholders It is our firm belief that the growth of an organization is largely dependent on the growth of its individuals. Policies in your Company are employee oriented and devised with our ‘People First’ philosophy in mind.

Your Company had 915 numbers of employees as at March 31. 2017

Your Company Mad 915 numbers of employees as at March 31, 2017

As required by the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in Annexure-O’ to this Directors’ Report

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) A cl, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees (permanent, contractual, temporary, trainees) are covered under this Policy Following is a summary of sexual harassment complaints received and disposed off during the year.

- No. of complaints received Nil

- No. of complaints disposed of: N.A.

ACKNOWLEDGEMENTS

Your Directors which to place on record their sincere appreciation for the co-opera bon received from various regulatory and governmental authorities including SEBI RBI. Registrar of Companies. Maharashtra at Mumbai. PFRDA. NPS Trust. EPFO CMPFO Custodians Bankers. Registrars. Shareholders. Investors and all other business constituents during the year under review We believe all of them have contributed to our continued growth

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

OF RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED

(Formerly known as Reliance Capital Asset Management Limited)

Place; Mumbai Kanu Doshi Sundeep Slkka

Dated: April 22,2017 Director Executive Director & CE O

(DIN: 00577409) (DIN: 02553654)

---

Mar 31, 2017

To the Members,

Reliance Nippon Life Asset Management Limited

(Formerly known as Reliance Capital Asset Management Limited)

The Directors lake pleasure in presenting their Twenty Second Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31,2017,

Al the outset, your Directors wish to reiterate your Company’s commitment to the highest standards of corporate governance in order to enhance the trust of all its stakeholders Strong and robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of the Regulatory authorities

Your Company endeavors to remain one of the leading players in the Asset Management business in India and enhance its global footprint as well.

FINANCIALS

The standalone and consolidated financial statements of the Company for the year ended March 31, 2017, have been prepared under the historical cost convention, in accordance with the generally accepted accounting principles in India and in line with the provisions of the Companies Act, 2013 (Act) The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2017 are as follows

(In Rs.)

Description	Consolidated		Standalone
	Year ended March 31, 2017	Year ended March 31. 2016	Year ended March 31, 2017	Year ended March 31, 2018
Gross income	14,353.148,829	13.138 198,886	14,004,372,147	12,710.696.654
Profit before exceptional item and tax	5,313,129,596	5,023,995.209	5,821.090,313	4.962.743,794
Exceptional Items	-	-	-	4.028,535
Profit Before Tax	5,813,129.696	5,023,956,209	5,821.090,313	4,958,715.259
Provision for taxation	1,74-1,999,424	1,275,6139.007	! 727 093.206	1.257.800,000
Provision for Deterred Tax Asset/	48 489 352	16,273,942	4(3,246,393	(833,962)

(Liability)
Profit After Tax before share of minority shareholders	4.019,640.921	3.764,401,144	4.047,750.714	3.701.754.221
Share of Minority Shareholders	-	66.056	-	-
Not Profit	4,019,640.921	3,764,335.088	4.047,750,714	3,701.754,221
Balance carried to Balance Sheet	11.116,795.338	10.039.836.996	11.266.005,325	10,220,937.190
Basic EPS of Rs.10 each	343.93	326.77	351.37	321 33
Diluted EPS ot Rs.10 each	348. 93	326 77	351.37	321 33

The Consolidated Financial Statements of the Company, along with that of its subsidiaries, for the year ended March 31, 2017 (duly audited by their respective statutory auditors) are forming part of this Annual Report.

The annual accounts of all the subsidiary companies and the related detailed information will be made available to the Shareholders of the Company seeking such information at any point of time. The annual accounts of all the subsidiary companies will also be kept at the Corporate Office of the Company, for inspection by the Shareholders. The Company shall furnish a hard copy Of details of accounts of subsidiaries to any Shareholder on demand.

DETAILS OF MATERIAL CHANGES AND COMMIMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e March 31,2017,

DIVIDEND

EQUITY SHARES:

Your Directors are pleased to recommend the payment of dividend of Rs. 215/- (Rupees Two Hundred Fifteen Only) per equity share of Rs 10/- each, thereby entailing the total payout of Rs. 2,981,016.202/- (including dividend distribution tax and other applicable taxes/ surcharges).

PREFERENCE SHARES:

Your Directors are pleased to recommend the declaration and payment of dividend of Rs 6/-(Rupees Six only) on each 6% Non-Cumulative. Non Convertible Redeemable Preference Shares of the Company, for the year under review, thereby entailing the total payout of Rs. 21.664,377/- (including dividend distribution tax and other applicable taxes/surcharges)

AMOUNT TO BE CARRIED TO RESERVES

In view of the declaration and payment of dividend to the Shareholders of the Company and in accordance with the provisions of Section 123 of the Act, your Directors do not propose any amount to be transferred to the General Reserves of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Leans, Guarantees and Investments covered wider the provisions of Section 1B6 of the Act are provided as part of the notes to the Financial Statements.

MATERIAL DEVELOPMENTS

CHANGE OF NAME OF THE COMPANY

Pursuant to an Agreement entered into amongst the major Shareholders of your Company i e Reliance Capital Limited and Nippon Life Insurance Company, during the year the name of the Company was changed from Reliance Capital Asset Management Limited’ to Reliance Nippon Life Asset Management Limited’.

ACQUISTION OF SCHEMES OF GOLDMAN SACHS MUTUAL FUND

During the year, your company consummated the transaction to take over the asset management rights of the schemes of Goldman Sachs Mutual Fund in India (“GSMF”), from the asset management company and the trustee Company of GSMF Overall 12 (twelve) schemes were transferred to your Company The said transfer of schemes was also accompanied with taking over a team of 20 people/ employees of GSMF. With the acquisition of the said schemes, along with human capital of a cumulative work experience of 290 years, your Company has augmented its strength in exchange traded fund space and your Company hopes to grow from strength to Strength in I his niche space.

COMPLIANCE CULTURE AND RISK MANAGEMENT

Your Company is essentially Compliance centric and has a huge focus in this direction The Compliance function is manned by a dedicated and experienced team of professionals. The Compliance team regularly conducts venous educative training programs for various segments within the organization. Your Company thrives towards a culture of Total Compliance’ and it has a ‘Zero Tolerance’ policy for non-compliances.

Your Company has a comprehensive Risk Management Policy that envisages an enterprise risk management framework and clearly sets out the objectives & elements of risk management within the organization, including the constitution of a Risk Management department (reporting directly to the CEO and to the Board of Directors), a Risk Management Committee (RMC) and the underlying mechanisms & processes to be used for identification, monitoring and reporting of various categories of risks including credit, market, liquidity and operational risks. There are well documented & Board approved policies & processes which are in place, in addition, proper & adequate Insurance Policies and business continuity planning have also been adequately put into place.

You will note that the basic revenue model of an asset management company is charging Of management fees on assets under management provided by the investors In case of an eventuality where the Company repeatedly fails to comply with regulatory norms with regard to investment restrictions and/ or code Of conduct, or if there are repeated & glaring instances of fraud / front-running then the same may be a catastrophic risk for the enterprise However, your Directors would like to assure you that such risks are being mitigated by putting into place robust & time tested policies & processes, qualified & professional manpower to run these processes under the aegis & guidance of your Board of Directors Board Committees and various other internal committees, consisting of its senior employees.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal Control System, commensurate With the size scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Risk Management department follows up on pending audit issues and ensures that corrective actions are timely taken. Audit observations, if any. and corrective actions thereon, are also presented to the Audit Committee of the Board.

OPERATIONAL HIGHLIGHTS

ASSET MANAGEMENT:

In terms of the authorization from SEBI, your Company acts as the asset manager to Reliance Mutual Fund (“RMF), which is the third largest Mutual Fund in India, in terms of the Quarterly Average Assets under Management {QAAUM) as on March 31, 2017

The QAAUM of RMF as on March 31, 2017 was approx. Rs 210,891 Crores comprising of Rs 57,011 Crores of Equity, Rs 103.137 Crores of Debt. Rs. 37,995 Crores of Liquid Funds and Rs 12.746 Crores of ETF assets It may tie noted that the QAAUM of RMF as cm March 31. 2016 was approx Rs 158.408 Crores comprising of Rs 47,660 Crores of Equity, Rs. 75,422 Crores of Debt. Rs. 33.543 Crores of Liquid Funds: and Rs 1,775 Crores Of ETF assets.

Overall QAAUM of RMF has shown positive growth of around 33.1% during the financial year 2016-17, while the Indian Mutual Fund industry witnessed an overall positive growth of approx 35.2% in terms of QAAUM (Source: AMFl).

NEW SCHEMES LAUNCHED:

During the year under review, RMF launched the following new schemes;

Scheme Name	Typo	Structure
Reliance Fixed Horizon Fund - XXXI	Debt	Close - ended
Reliance Fixed Horizon Fund - XXXII	Debt	Close - ended
Reliance Fixed Horizon Fund -XXXXlll	Debt	Close - ended
Reliance Dual Advantage Fixed Tenure Fund X	Debt	Close - ended
Reliance ETF Long Term Gilt	ETF	Open - ended

As on March 31, 2017, RMF has a well rounded portfolio of 90 schemes under various categories such as Equity. Debt. Exchange Traded Fund. Fixed Maturity Plans and Interval Funds

PORTFOLIO MANAGEMENT:

Your Company has been rendering Portfolio Management Services (“PMS”) since August 2004 It currently offers discretionary and advisory portfolio management services to various categories of clients. The PMS business continued its positive performance through the year. As at the year end, the total AUM of the PMS business (including discretionary and advisory services and also including EPFO and CMPFO portfolio) stood at Rs 1.42.510 Crores as against Rs 1.23,631 Crores for the Iasi financial year.

Going forward, the PMS division of your Company will endeavor to identity suitable opportunities for launching equity portfolios and rendering investment advisory services Our focus on providing customized offerings to high net-worth individuals & corporates will continue via PMS in Financial Year 2017-18.

Your Company is one of the four fund houses who are managing the prestigious Employees Provident Fund Organization (EPFO) mandate Since last few years As on March 31. 2017. the EPFO portfolio stood at Rs 1.21,748 Crones and CMPFO stood at Rs 20 762 Crores

ALTERNATIVE INVESTMENT BUSINESS:

Alternative Assets remains an area of great interest in investment management space The term Alternative Assets, is generally used to describe all assets other than the conventional listed equity and investment grade debt. Hence, this includes non-conventional/ non-benchmarked strategies in equities, non-investment grade debt/ high yield debt, assets like real estate, commodities, distress debt. etc. Reliance AIF Management Company Limited (“RAIF”), which is a subsidiary of your Company, is engaged in this business of managing alternative investment funds During the year. RAIF has undertaken final closure of Reliance Yield Maximiser AIF Scheme III. its third scheme in the Secured Real Estate space To date, a total commitment of - Rs. 1.300 Crores has been raised across all offerings. During the year. RAIF has aimed to diversify across asset classes and have launched two additional schemes in the Sector Agnostic Debt and Commercial Rea Estate Space respectively Going forward. RAIF will continue to focus on profitable growth and include more asset classes.

RELIANCE INFRASTRUCTURE INVIT FUND:

We are pleased to inform you that during the year, the Company has been appointed as the investment Manager for Reliance Infrastructure InvIT Fund, an infrastructure investment trust registered with the Securities & Exchange Board of India. Reliance Infrastructure InvIT Fund is proposing to raise funds by way of public offer and shall make investments in the infrastructure assets In this regard, your Company has secured the requisite approval of SEBI regarding the Investment management activity in respect of Infrastructure Investment Trust

NATIONAL PENSION SYSTEM:

Reliance Capital Pension Fund Limited (‘RCPFL’), a subsidiary of your Company is acting as one of the Pension Fund Managers for managing the pension assets under the National Pension System (‘NPS’)

NPS industry witnessed a rapid growth during the current year, both in terms of subscriber base as well as in respect or the assets under management The subscribers under NPS schemes as of March 31, 2017 were in excess of 1.54 crores as compared to 97 50 Lakhs during the previous year. Further, the subscribers under private sector of NPS schemes as of March 31, 2017 were 10.22 Lakhs as compared to 6 96 Lakhs as or previous year i e March 31,2016

The overall assets managed by the NPS industry, as of March 31, 2017 were Rs 1.74,558.15 Crores as compared to around Rs 1,16,303 76 Crores as at the end of the last year, Further, the assets under management related to Private sector grew from Rs, 3,554 Crores last year to Rs 7,069 Crores as of March 31, 2017. The assets under management of RCPFL during the current fiscal year has gone up to Rs, 163.97 Crores as compared to Rs 111.22 Crores in the last year

INTERNATIONAL BUSINESS:

Global Economic Environment

Year 2016-17 has been an eventful year from the Global social and economic perspective From concerns around hard landing of the Chinese economy to Brexit event to a rise in the negative yield-bearing assets globally to the stupendous demonetization drive in India to the US presidential election victory of Donald Trump, the year has been action packed to say the least.

Despite the volatility, Indian economy appears well primed to continue its journey towards a sustainable recovery with the Nifty starts recovering in the last quarter of the year 2016-17

After a lackluster out-turn in the year 2016-17, economic activity is projected to pick up pace in 2017-1B. especially in emerging markets and developing economies The economic recovery in India is strongly supported by favorable factors like fiscal stability, lower inflation, policy reforms like demonetization, passage of the GST bill, modification in FDI policy and continued Government spending.

Offshore Opportunities

Foreign Portfolio investor (“FPD”) flows in Indian equities Stood at a 5 years low of INR 187Bn in 2016-17 Further, FPls remained net sellers to the extent of I NR 443Bn in fixed income markets during the calendar year 2016, Interestingly, Domestic Institutional Investors ploughed in INR 372bn into Indian equities during the year surpassing the net flows from FPls. However, with clarity in the Union Budget on capital gain taxation and indirect transfers, FPls turned net buyers.

Other Opportunities

The international subsidiaries of your Company manage a wide range of India investment funds through which overseas investors can participate in the India growth story. Your Company extends its services through offices in Singapore, Mauritius and Dubai.

Non-Binding Advisory Services

Under its non-binding advisory mandate, your Company provides advisory services to various offshore entities and the assets under the advisory business as on March 31, 2017 is Rs 5,576 crores

Singapore

Your Singapore subsidiary. Reliance Asset Management (Singapore) Pte Ltd CRAMS’), which established its business in Singapore in the year 2006 has closed the financial year 2016-17 with 238,925,146 USD assets under management.

After having successful launch of UCITS equity fund in Luxembourg which is being advised by your Company, RAMS continued its efforts through the launch of new products with over 127.432.306 USD raised from offshore investors this year.

Mauritian

The Mauritian subsidiary of your Company. Reliance Asset Management (Mauritius) Limited (‘RAMM’) continued its focus on rendering of investment management services to India focused collective investment schemes i.e. Emergent India Investments Limited

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility (“CSR”). the Company has undertaken projects in the areas of promoting preventive heafth care in accordance with Schedule VII of the Act

The Annual Report on CSR activities is annexed herewith as Annexure - A.

AWARDS AND RECOGNITION

During the year, your Company and the Reliance Mutual Fund have been bestowed with the following awards and recognitions

- Stevie Award in the following categories

- innovation in Customer Service - Financial Services Industries (Status: Silver Stevie Winner)

- National Sales Team of the Year (Status: Bronze Stevie Winner):

- Reliance Mutual Fund featured in Best BFSI Brands 2016 by Economic Times:

- Finnoviti Award 2017 for ‘Simply Save & Instant Redemption’ mobile solutions;

- National Awards for Excellence in Digital Marketing & Social Media - Best Progressive Digital Marketing Company;

- National Awards to Reliance Mutual Fund for Excellence in Digital Marketing £ Social Media - Simply Save - Digital Application of the year:

- BBC Knowledge - National Digital Marketing Awards - Best Financial Website to Reliance Mutual Fund;

- BBC Knowledge - National Digital Marketing Awards - Best Consumer Mobile App to Reliance Mutual Fund; ’

- Asset Benchmark Research Awards - Top Investment Houses in Asian Local Currency Bonds, India, Rank 3;

- The Company featured in Economic Times Coffee Table Book as Mumbai’s Trending Workplaces for Organization Creating an Enabling Culture of the employees.

FUTURE OUTLOOK

During the year under review, the Indian Mutual Fund Industry witnessed an overall positive growth of approx 35% in terms of QAAUM. from an amount of approx. Rs 13,53,444 Crores as at March 31, 2016 to an amount of approx Rs 18,29.583 Crores as at March 31, 2017 (Source: AMFI) with following

- 34.37 Lakh Net New SIPs registered during the Financial Year (as on February 2017)

- Around 48 Lakh Equity folios have been added this year so far (as on February 2017)

Government led various measures (e.g. Demonetization, GST) have already started showing positive impact in the economy. The Mutual Fund Industry has reflected stronger growth this year.

It has been a good year for your Company, as well. Your Company continues to be amongst the largest AMCs managing assets of around Rs 3.55,800 Cr [USD 55 Billion) across Mutual Funds, PMS. Pension Funds and Offshore strategies Your Company continues to aggressively pursue growth opportunities in the fund management and investment advisory space, both at domestic as well as at the international level

There is significant growth potential for mutual fund Industry. There are only 5 4 Cr investor folios reflecting deep under penetration in adoption of mutual fund products in india We continue to focus on geographical and retail penetration. Our Industry first initiative “Mutual Fund Day” is directed effort to increase retail participation across the country. As per latest data available on AMFI, over 85% of the Industry AUM originates from the Top 15 cities. This provides opportunities far expansion in smaller locations. Your Company has been focusing on bringing new investors to unlock untapped potential. In line with the SEBl regulations we intend to improve penetration levels in Tier III, Tier IV locations and increase use Of technology to improve the investor expenence.

The smart phone user base in India is growing rapidly and provides us an opportunity to connect with large investor base through our digital interfaces. The digital space has the potential to significantly improve the service quality and also help ease in first-time investors to the Industry Your Company has one of the most integrated Digital platforms in the Industry, and we intend to continue building on it to further Improve the investors’ experience. Being one of the largest players in the industry, your Company will continue investing in growing the market size, achieving product innovation, educating the investors, increasing the distribution reach and enhancing customer service infrastructure with aggressive expansion strategies.

SUBSIDIARIES

As of March 31, 2017, your Company had four (4) subsidiaries. Two of such subsidiaries are overseas being one each in Singapore and Mauritius and two subsidiaries being in India All the subsidiaries of the Company are engaged in financial services and related activities.

During the year under review, the subsidiary of your Company at United Kingdom i.e Reliance Capita! Asset Management (UK) Limited (formerly known as Reliance Capital Asset Management (UK) Pic.) had been stricken off from the Register maintained by the Companies House. United Kingdom.

A statement w.r.t. the performance and the financial position of the subsidiaries of the Company is forming a part of the Consolidated Financial Statements of the Company.

Key Managerial Personnel

in terms of the requirements of Section 203 of the Act. during the year under review, the Following officials/ employees acted as the ‘Key Managerial Personnel’ of the Company

a) Mr. Sundeep Sikka - Executive Director & Chief Executive Officer;

b) Mr. Ajay Patel - Manager,

c) Mr. Prateek Jain - Chief Financial Officer;

d) Mr Yogesh Sachdeva - Company Secretary (up to October 25. 2016). and

e) Mr Deepak Mukhija - Company Secretary (effective from December 20, 2016)

DIRECTORS

During the year. Mr. Shinichi Okamoto, Director on the Board of the Company has resigned w.e f April 22, 2015. Further. Mr, Soum&n Ghosh. Director on the Board of the Company has also resigned w.e.f. March 31. 2017

In order to further broad base the constitution of the Board, during the year. General Ved Prakash Mahk (Retd.), Mr. Kazuhide Toda and Mr Tomonao Gotoda were appointed as Directors and Mr. Sundeep Sikka was appointed as a Whole-time Director (designated as Executive Director & Chief Executive Officer) on the Board of your Company.

In accordance with the provisions of Section 152 of the Act. Mr Kazuhide Toda (Director) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment, as such, The Board recommends the reappointment of Mr Kazuhide Toda as a Director of the Company

Further, since the closure of the financial year 2016-17, following changes have taken place in respect of your Company’s Board:

- Mr. Tomonao Gotoda. Director on the Board of the Company, resigned w.e.f. April 22,2017

- Mr. Takayuki Murai has been appointed as the Additional Director of the Company on April 22, 2017 Mr Takayuki Murai shall hold office as Directors, uplo the date of ensuing Annual General Meeting and are eligible to be appointed as Director thereat In terms of Section 160 of the Act, your Company has received a notice in writing from one of the members, along with the requisite deposit proposing the candidature of Mr. Takayuki Murai for hrs appointment as Director

All the Independent Directors of your Company i.e Mr. Kanu H. Doshi. General Ved Prakash Malik (Retd.), Mr. Sushil Chandra Tripathi and Ms. Ameeta Chatterjee, have duly furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

During the Year, in terms of the requirements of the Act, the Independent Directors held their separate meeting, where)n the performance of the Board and that of the non- independent Directors were evaluated. In this very meeting itself, the Independent Directors of the Company also thoroughly discussed the quantity, quality & the timelines of the flow of information between the Company’s management and the Board and arrived at a view that the same is adequate and sufficient to enable effective decision making by the Board The Nomination a Remuneration Committee of the Company also undertook the evaluation of the Directors’ performance.

BOARD AND COMMITTEE MEETINGS

During the year under review. Nine (9) Board meetings and Three (3) meetings of the Committee of Directors were held.

Your Directors wish to inform that the functioning of the Board is supplemented by various committees (Board sub — committees and management committees), which have been constituted from time to time, such as Audit Committee. Committee of Directors, CSR Committee. Nomination & Remuneration Committee, Valuation Committee, Investment Committee, InvlT Committee, Risk Management Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee. Proxy Voting Committee, Information Security Risk Management Committee, etc to name a few. Each of the aforesaid Committees has been constituted in order to ensure due compliance with the applicable laws and to ensure the highest levels of corporate governance. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation

AUDIT COMMITTEE

In terms of the requirements of Section 177 of the Act, the Audit Committee of the Company consists of majority of Independent Directors. As on dale of this report, it comprises Mr Kanu H, Dos hi [Independent Director], Mr Sushi I Chandra Tripathi [Independent Director), Ms. Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd,) [Independent Director) and Mr Takayuki Murai (Associate Director)

During the year, Seven (7) meetings of the Audit Committee were held.

NOMINATION & REMUNERTION COMMITTEE

In terms of the requirements of Section 178 of the Act, the Nomination & Remuneration Committee of the Company consists of majority of Independent Directors, As on date of this report, it comprises Mr Kanu H Doshi [Independent Director). Mr Sushil Chandra Tripathi [Independent Director), Ms Ameeta Chatterjee [Independent Director], General Ved Prakash Malik (Retd.) [Independent Director) and Mr. Kgzuhide Toda [Associate Director).

During the year, 2 meetings of the Nomination & Remuneration Committee were held.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of the requirements of Section 135 of the Act, the Corporate Social Responsibility (‘CSR’) Committee of the Company consists Of seven members As on date of this report it comprises Mr Kami H. Dos hi [independent Director], Mr Susfiil Chandra Trrpalhi [Independent Director], Ms Ameeta Chatterjee [Independent Director]. General Ved Prakasft Malik (Retd ) [Independent Director), Mr. Sundeep Sikka (Associate Director], Mr. Kazuhide Toda I Associate Director] and Mr. Takayuki Murai [Associate Director].

During the year, 2 meetings of the CSR Committee were held

AUDITOR’S OF THE COMPANY – STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors, who periodically submit their reports, which are placed before the Audit committee for discussion, review and implementation of their recommendations.

STATUORY AUDITORS:

In terms or Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, at the Nineteenth Annual General Meeting of the Company. M/s B S R & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of tiia Company in the Annual General Meeting held on June 24, 2014, for a period of Four (4) years subject however to ratification by members at every Annual General Meeting of the Company.

The Board recommends ratification of their appointment, as such, at the ensuing Twenty Second Annual General Meeting of the Company,

INTERNAL AUDITORS :

M/s, NMAH & Associates LLP, Chartered Accountants were appointed as I he Internal Auditors’ of your Company for the year 2016-17 Your Directors approved their reappointment as such for I he financial year 2017-18.

AUDITORS OF THE SCHEMES OF RELIANCE MUTUAL FUNDS – STATUTORY AND INTERNAL

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors tor the various Schemes of Reliance Mutual Fund, who periodically submit their reports, which are placed before the Audit Committee for discussion, review and implementation of their recommendations.

STATUTORY AUDITORS :

M/s. Haribhakti & Co LLP,, Chartered Accountants held office as Statutory Auditors of the Schemes of Reliance Mutual Fund for the financial year 2016-17. Your Directors recommend their re-appointment as such for the financial year 2017-16

INTERNAL AUDITORS :

During the year. M/s. Daloitte Haskins & Sells LLP. Chartered Accountants were appointed as Internal Auditors of the Scheme of Reliance Mutual Fund and the portfolio management services division of the Company, for the financial year 2015-17 Your Directors recommend their re-appointment as such for the financial year 2017-201B.

AUDITORS’ REPORT

The notes to the Annual Accounts of the Company, referred to In the Auditors Report are self-explanatory and do not require any clarification from the Board

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration Of Managerial Personnel) Rules. 2014, your Directors had appointed M/S M. Siroya and Company, Mumbai, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17 in this regard, the Report submitted by the Secretarial Auditor Is annexed herewith as Annexure - B

Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - C.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY :

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part Of the total costs, the impact on cost is not material

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :

(I) The efforts made towards technology absorption:

During the financial year 2016-17, Digital strategy of your Company was focused providing the simplified processes to the customer and keeping in view the interests of the distributors. Along with this, there was a strong agenda to acquire a new customer online without any paper work. In line with the above objective, your Company launched various initiatives in this direction and many of these initiatives were first time in the industry Some of those initiatives are as follows:

- Launch of Instant redemption on Simply Save app for customers

- Revamped website for the distributor to provide ease of transactions, campaigns and other such transactions & add-on Features

- E-mandate for Axis and HDFC Bank customers, which enables customers to register regular payments like SIP etc. seamlessly

- Paperless eKYC process to acquire customers who are new to Mutual Fund industry by connecting with Aadhar ecosystem

(ii) Benefits derived out of the above initiatives:

Financial year 2016-17 has seen phenomenal increase in business through our digital Assets, as follows

- >100% growth in purchase Volume, up from 12% to 25%

- Digital is > 1.3 times bigger than largest distributor in Purchases... 6 times bigger than 2^nd

- Every 4^th Purchase in Digital, Mobile App contributing > 40% to Digital

- Total Digital Purchases have crossed 40, 000 per month

- 135% growth in unique customers during the year.

RESEARCH AND DEVELOPMENT:

It’s evident that digital has become a critical asset in many companies’ quest for growth We as a Company are very much committed to this and are looking continuously to provide simplified process and product over the digital platform to the online customers This approach is being led by various research and innovative products designed for the online customers. The team and management keep on participating In various discussions, conclave summits, forum to stay connected and updated on the digital movement in the world & industry

FOREIGN EXHANGE EARNINGS AND OUTGO :

During the year, the Company effected exports worth Rs Nil

During the year under review, the Company earned foreign exchange equivalent to Rs. 262,344,770/- The Company spent foreign exchange equivalents Rs. 05,598,762/-

DIRECTORS’ RESPONSIBILITY STATEMENT

As per the requirements of Sub Section (5) of Section 134 of the Act. the Directors confirm that-

(i) in the preparation of the annual accounts for the financial year ended March 31. 2017, the applicable accounting standards have been followed and that there are no material departures:

(ii) The Directors have selected such accounting policies in consultation with the Statutory Auditors¹ and have applied them consistently and made judgments and’ estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31. 2017 and of the profit of the Company for the year under review,

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the annual accounts of the Company on a ‘going concern^’ basis.

[v) The Directors have devised proper systems to ensure compliance with the provisions of alt applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors. Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Related Party Transactions are being placed before the Audit Committee and/ or the Board, for approval/ noting, as appropriate. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen or repetitive in nature. Your Directors have already approved a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions

PARTUCLARS OF FRAUDS REPORTED BY THE AUDITORS’

In terms of Section 143(12} of the Act. M/s B S R J Co LLP, Chartered Accountants the Statutory Auditors of the Company have not reported any instance cf fraud having taken place dung the year under review, in their Audit Report.

SIGNIFICANT AND MATERIAL ORDRES PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations

OUR PEOPLE

Your Company as an organization is committed towards creation of knowledge for the benefit of all the stakeholders It is our firm belief that the growth of an organization is largely dependent on the growth of its individuals. Policies in your Company are employee oriented and devised with our ‘People First’ philosophy in mind.

Your Company had 915 numbers of employees as at March 31. 2017

Your Company Mad 915 numbers of employees as at March 31, 2017

As required by the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in Annexure-O’ to this Directors’ Report

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) A cl, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees (permanent, contractual, temporary, trainees) are covered under this Policy Following is a summary of sexual harassment complaints received and disposed off during the year.

- No. of complaints received Nil

- No. of complaints disposed of: N.A.

ACKNOWLEDGEMENTS

Your Directors which to place on record their sincere appreciation for the co-opera bon received from various regulatory and governmental authorities including SEBI RBI. Registrar of Companies. Maharashtra at Mumbai. PFRDA. NPS Trust. EPFO CMPFO Custodians Bankers. Registrars. Shareholders. Investors and all other business constituents during the year under review We believe all of them have contributed to our continued growth

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

OF RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED

(Formerly known as Reliance Capital Asset Management Limited)

Place; Mumbai Kanu Doshi Sundeep Slkka

Dated: April 22,2017 Director Executive Director & CE O

(DIN: 00577409) (DIN: 02553654)

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Mar 31, 2017

Directors'' Report

Dear Shareowners,

The Directors have pleasure in presenting the 31^st Annual Report and the audited financial statement for the financial year ended March 31, 2017.

Financial Performance and State of Company''s Affairs

The standalone performance of the Company for the financial year ended March 31, 2017 is summarized below:

Particulars	Financial Year ended March 31, 2017			*Financial Year ended March 31, 2016
	(Rs, in crore)	(US$ in million**)		(Rs, in crore)	(US$ in million**)
Total revenue	2 071		319	4 145		625
Profit before tax	517		80	1 176		177
Tax expense	98		15	199		30
Profit after tax	419		65	977		147
Add: Opening surplus in statement of w and loss	2 101		324	1 598		241
Profit available for appropriation	2 520		389	2 575		388
Transfer to statutory reserve fund	84		13	195		29

* Previous year figures has been regrouped / reclassified wherever necessary. The figures for the previous year includes figures of Commercial Finance Business of the Company demerged with Reliance Commercial Finance Limited and therefore to that extent not strictly comparable to that of current year''s figures.

** Exchange Rate Rs, 64.910 = US$ 1 as on March 31, 2017 (Rs, 66.333 = US$1 as on March 31, 2016).

Dividend

Your Directors have recommended a dividend of Rs, 10.50 (105 per cent) per equity share each of Rs, 10 aggregating to Rs, 290 crore (inclusive of dividend tax) for the financial year ended March 31, 2017, which, if approved at the ensuing 31^st Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 22, 2017, and (ii) to those whose names appear as beneficial owners, as on September 22, 2017 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company''s policy of paying sustainable dividend linked to long term performance, keeping in view of the capital needs of the Company''s growth plans and desire to achieve optimal financing of such plans through internal accruals. The Company''s Dividend Distribution Policy forms part of this Annual Report.

Scheme of Arrangement

The Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1 956 (the ''Scheme'') for demerger of Commercial Finance Business of the Company to its wholly owned subsidiary viz. Reliance Commercial Finance Limited has been sanctioned by the Hon''ble High Court of Judicature at Bombay. The Scheme has become effective on March 24, 201 7 on filing with the Registrar of Companies, Maharashtra at Mumbai with effect from April 1, 2016 i.e. Appointed Date.

On the Scheme becoming effective on March 24, 2017, the Company has positioned itself as a Core Investment Company (CIC).

During the year under review, your Directors had approved the Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 (the ''Scheme'') for demerger of Real Estate Lending Business of the Company to its wholly owned subsidiary viz. Reliance Home Finance Limited. The Appointed Date for the Scheme is April 1, 2017. The Scheme is subject to requisite approvals, including sanction of the National Company Law Tribunal.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Annual Report.

Resources and Liquidity

The Company''s Net Worth as on March 31, 2017, stood at Rs, 13,822 crore. The Company has raised Rs, 19,557 crore during the financial year 2016-17 by issuance of Commercial Paper, Non-Convertible Debentures (NCDs) and other money market instruments. The funds were deployed in providing commercial finance and other business requirement. RCL''s debt equity ratio as on March 31, 2017 stood at 1.38:1.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2017.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 186(11) of the Companies Act, 2013 (the "Act") loans made, and acquisition of securities by a NonBanking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Subsidiary and Associate companies

During the year under review, Reliance Capital Asset Management (UK) Limited, Reliance Money Express Limited, and Quant Capital Finance and Investments Private Limited ceased to be subsidiaries of the Company. Quant Commodity Broking Private Limited ceased to be a subsidiary and became an associate of the Company.

The performance and financial position of the major subsidiary companies are presented in Management Discussion and Analysis Report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiary and associate companies as per the Act is provided in the consolidated financial statement. The Policy for determining material subsidiary companies may be accessed on the Company''s website at http://www.reliancecapital.co.in/ pdf/Policy_for_Determining_Material_Subsidiary.pdf.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 31, 2017, based on the financial statement received from subsidiary and associate companies, as approved by their respective Board of Directors have been prepared in accordance with Accounting Standard (AS) - 21 on ''Consolidated Financial Statements'' read with AS-23 on ''Accounting for Investments in Associates'', notified under the Act, read with the Accounting Standards Rules as applicable.

Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Act and Listing Regulations.

The details of programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the link http://www.reliancecapital.co.in/cg_ policies.html.

In terms of the provisions of the Companies Act, 2013, Shri Amitabh Jhunjhunwala, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

A brief resume of Shri Amitabh Jhunjhunwala, along with requisite details, as stipulated under Regulation 36 (3) of Listing Regulations, is given in the section on Corporate Governance Report forming part of this Annual Report.

Shri Soumen Ghosh ceased to be Executive Director & Group CEO with effect from March 31, 2017. The Board place on record its deep sense of appreciation for the invaluable contribution made by Shri Soumen Ghosh during his tenure as Director of the Company.

Key Managerial Personnel

During the year, Shri Atul Tandon was appointed as Company Secretary & Compliance Officer with effect from February 10, 2017. Shri V. R. Mohan upon superannuation relinquished the office of President & Company Secretary of the Company with effect from March 31, 2017.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been put up on the Company''s website. The policy on the above is attached as Annexure - A.

Directors'' Responsibility Statement

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

i. In the preparation of the annual financial statement for the financial year ended March 31, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 2017 on a ''going concern'' basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on an arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the link http://www.reliancecapital.co.in/ pdf/Policy_for_Related_Party_Transaction.pdf. Your Directors draw attention of the members to Note No. 35 to the financial statement which sets out related party disclosures.

Material Changes and Commitments if any, affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, seven Board Meetings were held, details of which are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Shri Rajendra P. Chitale, Chairman, Dr. Bidhubhusan Samal, Shri V. N. Kaul, Smt. Chhaya Virani and Non-Independent Director Shri Amitabh Jhunjhunwala as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors'' Report

At the 30^th Annual General Meeting of the members of the Company held on September 27, 2016, the shareholders of the Company had appointed M/s. Pathak H.D. & Associates, Chartered Accountants as Auditors to hold office until the conclusion of the 35^th Annual General Meeting of the Company to conduct statutory audit of the Company. Further, M/s. B S R & Co. LLP, Chartered Accountants were appointed to hold office of Auditors, till the conclusion of ensuing Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 (the "Act") read with Rule 6 of Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co. lLp, Chartered Accountants, Statutory Auditors'' having completed their term retires from the office of the Statutory Auditors. M/s. Price Waterhouse & Co Chartered Accountants LLP, are proposed to be appointed as Joint Statutory Auditors in place of M/s. B S R & Co. LLP, Chartered Accountants.

The Company has also received letters from M/s. Pathak H.D. & Associates, Chartered Accountants, to ratify their appointment and from M/s. Price Waterhouse & Co Chartered Accountants LLP to the effect that their appointment, if made, is within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from appointment as Statutory Auditors of the Company.

Your Directors have therefore proposed to ratify the appointment of M/s. Pathak H.D. & Associates, Chartered Accountants and to appoint M/s. Price Waterhouse & Co Chartered Accountants LLP, as Joint Statutory Auditors of the Company, subject to the approval of the members at the ensuing AGM.

The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory and hence do not call for any further comments under Section 134 of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report. The Audit Report of the Secretarial Auditor is attached as Annexure - B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached as Annexure - C.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the Meeting and any member interested in obtaining the same may write to the Company Secretary. Upon such request the information shall be furnished.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in Annexure - D.

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

The Company is a Non-Banking Financial Company and does not involve in any manufacturing activity, most of the information as required under Section 1 34(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in Annexure - E forming part of this Report.

Corporate Governance

The Company has adopted "Reliance Group-Corporate Governance Policies and Code of Conduct" which sets out the systems, process and policies conforming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from the auditors of the Company M/s. Pathak

H.D. & Associates, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

Vigil Mechanism

In accordance with Section 1 77 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any, of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can be accessed on the Company''s website.

Employees Stock Option Scheme

Employees Stock Option Scheme (ESOS 2015) was approved and implemented by the Company and Options were granted to the employees in accordance with guidelines applicable to ESOS.

The Nomination and Remuneration Committee of the Board monitors the Scheme. The existing ESOS Scheme and Plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations).

Risk Management

Directors'' Report

The applicable disclosures for ESOS 2015 as stipulated under the Companies (Share Capital and Debentures) Rules, 2014 as on March 31, 2017 are given below:

Particulars		ESOS 2015
a)	Total Options granted	6 46 080 Options
b)	Options vested	5 26 780 Options
c)	Options exercised	Nil
d)	Total number of equity shares arising as a result of exercise of Option	Nil
e)	Options lapsed	1 15 780 Options
f)	Exercise Price	The options were granted at the market price i.e. '' 396
g)	Variation of terms of Options	Nil
h)	Money realized by exercise of Options	Nil
i)	Total number of Options in force at the end of the year	5 26 780 Options
j)	Employee wise details of Options granted to: i. key managerial personnel
	(a) Shri Amit Bapna - Chief Financial Officer	40 900 Options
	(b) Shri Atul Tandon - Company Secretary & Compliance Officer	7 200 Options
	ii. any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year	Nil
	iii. identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	Nil

The Company has received a certificate from the auditors of the Company that the ESOS 2015 has been implemented in accordance with the SEBI Regulations and as per the resolution passed by the members of the Company authorizing issuance of the said Options. The other details as required under SEBI Regulations are disclosed on the Company''s website at www.reliancecapital.co.in/ESOS-Disclosure.aspx.

The Company has laid down a robust Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Organizational, Legal and Regulatory risks within a well defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

A Risk Management Committee (RMC) consisting of Shri V. N. Kaul, Chairman and Smt. Chhaya Virani as member, periodically reviews the robustness of the Risk Management Policy. The periodical update on the risk management practices and mitigation plan of the Company and subsidiaries are presented to the Audit Committee and Board of Directors. The Audit Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved.

Asset Liability Committee (ALCO) consisting of senior management executives, monitors liquidity and interest rate risks of the Company. The functioning of ALCO is reviewed by the RMC which meets quarterly and reports to the Board of Directors. Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year no such complaints were received.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company''s website at the link; http://www.reliancecapital.co.in/ pdf/Group_CSR_Policy_ Document.pdf.

The CSR Committee consists of Dr. Bidhubhusan Samal as Chairman, Shri Amitabh Jhunjhunwala and Shri V. N. Kaul, as members. The disclosures with respect to CSR activities is given in Annexure - F.

Order, if any, passed by Regulators or Courts or Tribunals

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Business Responsibility Statement

Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in the separate section forming part of this Annual Report.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani

Chairman

Mumbai April 27, 2017

---

Mar 31, 2015

Dear Shareowners,

The Directors have pleasure in presenting the 29th Annual Report and the audited financial statement for the financial year ended March 31, 2015.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2015 is summarised below:

Particulars Financial Year ended *Financial Year ended March 31, 2015 March 31, 2014

(Rs. in crore) (US$ in million**) (Rs. in crore) (US$ in million**)

Total revenue 3988 637 3254 541

Profit before exceptional items 844 135 464 77

Profit before tax 844 135 464 77

Tax expense 87 14 55 9

Profit after tax 757 121 409 68

Add: Opening surplus in statement of profit and loss 1309 209 1248 208

Profit available for appropriation 2066 330 1657 276

Proposed dividend including tax on proposed dividend 257 41 225 37

Tax on proposed dividend for earlier years (16) (3) - -

Transfer to statutory reserve fund 151 24 82 14

Transfer to general reserve 76 12 41 7

* Figures of previous year have been regrouped and reclassified, wherever required.

** Exchange Rate Rs. 62.5908 = US$ 1 as on March 31, 2015 (Rs. 60.10 = US$1 as on March 31, 2014).

Financial Performance

The Company''s gross income for the financial year ended March 31, 2015 increased to Rs. 3,988 crore, from Rs. 3,254 crore in the previous year, increase of 23 per cent. The operating profit (PBDIT) of the Company increased by 16 per cent to Rs. 3,232 crore during the year, from Rs. 2,777 crore, in the previous year. Interest expenses for the year increased by 3 per cent to Rs. 2,357 crore from Rs. 2,279 crore, in the previous year. Depreciation was at Rs. 31 crore as against Rs. 34 crore in the previous year. The net profit for the year increased by 85 per cent to Rs. 757 crore from Rs. 409 crore, in the previous year. An amount of Rs. 151 crore was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and a net amount of Rs. 76 crore was transferred to the General Reserve during the year under review.

Dividend

Your Directors have recommended a dividend of Rs. 9.00 (90 per cent) per equity share each of Rs. 10 aggregating to Rs. 257 crore (inclusive of dividend tax) for the financial year ended March 31, 2015, which, if approved at the ensuing 29th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 18, 2015, and (ii) to those whose names appear as beneficial owners, as on September 18, 2015 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company''s policy of paying sustainable dividend linked to long term performance, keeping in view of the capital needs of the Company''s growth plans and desire to achieve optimal financing of such plans through internal accruals.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Strategic Alliance and Preferential Allotment of Shares

Your Company and Sumitomo Mitsui Trust Bank (the "SMTB ") have been evaluating a strategic alliance for the establishment of a Universal Bank. SMTB is a company incorporated and registered in Tokyo, Japan, with business operations in Japan, Singapore and the United States. SMTB offers a broad range of banking and financial services and consulting services. The central focus of SMTB''s business is on various banking services outside India. Sumitomo Mitsui Trust Bank is core part of Sumitomo Mitsui Trust Group of Japan which is the fourth largest bank in Japan. The Company and SMTB have agreed to explore and engage on collaborating in a variety of areas of potential synergies and mutual benefits in respect of the current lines of business operations and specifically for the establishment of the Universal Bank.

The Company has as a part of strategic alliance with SMTB and in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, allotted on a Preferential basis 70,00,000 equity shares of face value of Rs. 10 each at a premium of Rs. 520 per share aggregating to Rs. 371 crore to SMTB.

Resources and Liquidity

The Company''s Net Worth as on March 31, 2015, stood at Rs. 12,387 crore. The Company has raised Rs. 24,490 crore during the financial year 2014-15 by issuance of Commercial Paper, Non-Convertible Debentures (NCDs) and other money market instruments. The Company has also raised Rs. 250 crore by way of Unsecured Subordinated Non Convertible Debentures (Tier II Bonds) to augment the Capital Adequacy Ratio. The funds were deployed in providing commercial finance and other business requirement. RCL''s debt equity ratio as on March 31, 2015 stood at 1.76:1.

-Capital Adequacy Ratio

Your Company''s Capital to Risk Assets Ratio (CRAR) calculated in line with the Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 ("RBI Directions ") stood at 23.87 per cent, well above the regulatory minimum of 15 per cent. Your Company''s asset size is Rs. 35,702 crore. The Company has received a certificate from the Auditors of the Company, M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors'' Report (Reserve Bank) Directions, 2008, confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2015.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, and acquisition of securities by a Non-Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Subsidiary and Associate companies

During the year under review, Reliance Alternative Investments Services Private Limited, Reliance Asset Management (Malaysia) Sdn. Bhd., Reliance Composite Insurance Broking Limited, Reliance Consultants (Mauritius) Limited, Reliance Equity Advisors (India) Limited, Quant Capital Advisors Private Limited, Quant Commodities Private Limited and Indian Agri Services Private Limited ceased to be subsidiaries of the Company.

The performance and financial position of the major subsidiary companies are presented in Management Discussion and Analysis Report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiary companies and associate companies as per the Act is provided in the consolidated financial statement. The Policy for determining material subsidiary companies may be accessed on the Company''s website at http://www.reliancecapital.co.in/pdf/Policy_for_ Determining_Material_Subsidiary.pdf.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 31, 2015, based on the financial statement received from subsidiary companies and associate companies, as approved by their respective Board of Directors have been prepared in accordance with Accounting Standard (AS) - 21 on ''Consolidated Financial Statements'' read with AS-23 on ''Accounting for Investments in Associates'', notified under the Act, read with the Accounting Standards Rules as applicable.

Directors

During the year under review, in terms of the provisions of Act, the Company appointed Shri Rajendra P. Chitale, Shri V. N. Kaul and Dr. Bidhubhusan Samal as Independent Directors of the Company for a period of 5 years w.e.f. September 30, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The details of programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the link http://www.reliancecapital.co.in/cg_ policies.html.

Smt. Chhaya Virani was appointed as a Women Director, liable to retire by rotation w.e.f. September 30, 2014 and designated as an Independent Director of the Company for a period of 5 years w.e.f. May 29, 2015.

In terms of the provisions of the Companies Act, 2013, Shri Amitabh Jhunjhunwala, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Shri Soumen Ghosh, CEO was appointed as an Executive Director & Group CEO for a period of 5 years commencing from May 29, 2015.

A brief resume of Shri Amitabh Jhunjhunwala, Smt. Chhaya Virani and Shri Soumen Ghosh, Directors, nature of expertise in specifc functional areas and names of the companies in which they holds directorship and / or membership / chairmanships of Committees of the respective Boards, shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

During the year, Shri Soumen Ghosh, Chief Executive Officer, Shri Amit Bapna, Chief Financial Officer and Shri V. R. Mohan, President & Company Secretary were designated as the Key Managerial Personnel of the Company as per requirements of the Act.

Shri Soumen Ghosh, CEO to the Board of the Company has been appointed as an Executive Director & Group CEO, with effect from May 29, 2015 and upon his appointment Shri V. R. Mohan ceased to hold the office of Manager.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors, etc.

-Policy on appointment and remuneration for directors, key managerial personnel and senior management employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been put up on the Company''s website. The policy on the above is attached as Annexure - A.

Directors'' Responsibility Statement

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

i. In the preparation of the annual financial statements for the financial year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statements for the financial year ended March 31, 2015 on a ''going concern'' basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on an arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the link http://www.reliancecapital.co.in/pdf/Policy_for_Related_ Party_Transaction.pdf. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

Material Changes and Commitments if any, affecting the financial position of the Company

There was no material change and commitment which materially affect the financial position of the Company occurred between the financial year ended on March 31, 2015 and the date of this report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, eight Board Meetings were held, details of which are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Shri Rajendra P. Chitale, Chairman, Dr. Bidhubhusan Samal, Shri V. N. Kaul and Non Independent Director Shri Amitabh Jhunjhunwala as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors'' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants; to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from appointment as statutory auditors of the Company.

The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory and hence do not call for any fur their comments under Section 134 of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report. The Audit Report of the Secretarial Auditor is attached as Annexure – B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached as Annexure - C.

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) was approved and implemented by the Company and Options were granted to the employees under ESOS Plan A and Plan B in accordance with earlier guidelines applicable to ESOS.

The ESOS Compensation Committee of the Board monitors the Scheme. The existing ESOS Scheme and Plans are in compliance with the Securities and Exchange Board of India (Share based employee benefits) Regulations, 2014 (SEBI Regulations).

-The applicable disclosures as stipulated under the Companies (Share Capital and Debentures) Rules, 2014 as on March 31, 2015 are given below:

Particulars ESOS Plan A ESOS Plan B

a) Total Options granted 399900 Options 397000 Options

b) Number of Options surrendered 131160 Options 60040 Options

c) Options vested 125320 Options 217500 Options

d) Options exercised Nil Nil

e) Total number of equity shares arising as a result of exercise of Nil Nil Option

f) Options lapsed 143420 Options 119460 Options

g) Exercise Price The options were granted at The options were granted at the market price i.e. Rs. 800 the market price i.e. Rs. 800

h) Variation of terms of Options Nil Nil

i) Money realized by exercise of Options Nil Nil

j) Total number of Options in force at the end of the year 125320 Options 217500 Options

k) Employee wise details of Options granted to:

i. key managerial personnel 12000 Nil

Shri Amit Bapna - Chief Financial Officer

ii. any other employee who receives a grant of options in any Nil Nil one year of option amounting to five per cent or more of options granted during the year

iii. identified employees who were granted option, during any Nil Nil one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

The Company has received a certificate from the statutory auditors of the Company that the ESOS Plan A and B have been implemented in accordance with the SEBI Regulations and as per the resolution passed through Postal Ballot on January 8, 2007.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the meeting and any member interested in obtaining the same may write to the Company Secretary. Upon such request the information shall be furnished.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - D.

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

As the Company is a non-banking financial company and does not involve in any manufacturing activity, most of the information as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in Annexure – E forming part of this Report.

Corporate Governance

The Company has adopted "Reliance Group-Corporate Governance Policies and Code of Conduct " which sets out the systems, process and policies conforming to the international standards. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

A Certificate from the auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is enclosed to this Report.

Vigil Mechanism

In accordance with Section 177 of the Act and the Listing Agreement, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company''s website.

Risk Management

The Company has laid down a robust Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Organisational, Legal and Regulatory risks within a well defined framework. The Risk management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

-A Risk Management Committee (RMC) consisting of Shri V. N. Kaul, Chairman and Smt. Chhaya Virani and Shri Soumen Ghosh as members, periodically reviews the robustness of the Risk Management Policy. The periodical update on the risk management practices and mitigation plan of the Company and subsidiaries are presented to the Audit Committee and Board of Directors. The Audit Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved.

Asset Liability Committee (ALCO) consisting of senior management executives, monitors liquidity and interest rate risks of the Company. The functioning of ALCO is reviewed by the RMC which meets on quarterly basis and reports to the Board of Directors.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year no such complaints were received.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company''s website at the link; http://www.reliancecapital.co.in/pdf/Group_CSR_Policy_ Document.pdf.

The CSR Committee consists of Dr. Bidhubhusan Samal as Chairman, Shri Amitabh Jhunjhunwala and Shri V. N. Kaul, Directors as members.

The disclosures with respect to CSR activities is given in Annexure - F.

Order, if any, passed by regulator or courts or tribunals

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Business Responsibility Statement

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, has mandated the top 100 listed entities, based on market capitalisation on BSE Limited and National Stock Exchange of India Limited at March 31, 2012, to include Business Responsibility Report ("BRR ") as part of the Annual Report. In view of FAQ''s issued by SEBI, the BRR has been uploaded on the website of the Company at www.reliancecapital.co.in. Any shareholder interested in obtaining physical copy of BRR may write to the Company Secretary at the Registered Office of the Company.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.



For and on behalf of the Board of Directors



Anil Dhirubhai Ambani

Chairman

Mumbai May 29, 2015

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Mar 31, 2014

Dear Shareowners,

The Directors have pleasure in presenting the 28th Annual Report and the audited accounts for the financial year ended March 31, 2014.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2014 is summarised below:

Particulars Financial Year ended Financial Year ended March 31, 2014 March 31, 2013# (Rs.in crore) (US$ in million*) (Rs. in crore) (US$ in million**)

Total revenue 3254 541 3 868 707

Profit before exceptional items 464 77 704 129

Exceptional Items:

- Investment written off due to merger - - 680 125

- Transfer / (Withdrawal) from General Reserve - - (680) (125)

Profit before tax 464 77 704 129

Tax expense 55 9 42 8

Profit after tax 409 68 662 122

Add: Opening surplus in statement of profit and loss 1 248 208 1 144 210

profit available for appropriation 1 657 276 1 806 332

Proposed dividend including tax on proposed dividend 225 37 211 39

Interim dividend (including tax) - - 144 26

Tax on proposed dividend for earlier years - - 5 1

Transfer to statutory reserve fund 82 14 132 24

Transfer to general reserve 41 7 66 12

* 1 US$ = Rs. 60.10 ** 1 US$ = Rs. 54.39

# Figures of Previous year have been regrouped and reclassifed, wherever required.

Financial Performance

The Company''s gross income for the financial year ended March 31, 2014 decreased to Rs. 3,254 crore, from Rs. 3,868 crore in the previous year, decrease of 15.87 per cent. The operating profit (PBDIT) of the Company decreased by 4.64 per cent to Rs. 2,777 crore during the year, from Rs. 2,912 crore, in the previous year. Interest expenses for the year increased by 4.59 per cent to Rs. 2,279 crore, from Rs. 2,179 crore, in the previous year. Depreciation was at Rs. 34 crore as against Rs. 29 crore in the previous year. The net profit for the year decreased by 38.21 per cent to Rs. 409 crore from Rs. 662 crore, in the previous year. An amount of Rs. 82 crore was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and a net amount of Rs. 41 crore was transferred to the General Reserve during the year under review.

Dividend

Your Directors have recommended a dividend of Rs. 8.50 (85 per cent) per equity share each of Rs. 10 aggregating to Rs. 225 crore (inclusive of dividend tax) for the financial year ended March 31, 2014, which, if approved at the ensuing 28th Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 19, 2014, and (ii) to those whose names appear as benefcial owners, as on September 19, 2014 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company''s policy of paying sustainable dividend linked to long term performance, keeping in view of the capital needs of the Company''s growth plans and desire to achieve optimal fnancing of such plans through internal accruals.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

Resources and Liquidity

The Company''s Net Worth as on March 31, 2014, stood at Rs. 11,458 crore. The Company has raised Rs. 18,879 crore during the financial year 2013-14 by issuance of Commercial Paper, Non Convertible Debentures (NCDs) and other money market instruments. The Company has also raised Rs. 174 crore by way of Unsecured Subordinated Non Convertible Debentures (Tier II Bonds) to augment the Capital Adequacy Ratio. The funds were deployed in providing commercial finance and other business requirement. RCL''s debt equity ratio as on March 31, 2014 stood at 2:1.

Capital Adequacy Ratio

Your Company''s Capital to Risk Assets Ratio (CRAR) calculated in line with the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 16.31 per cent, well above the regulatory minimum of 15 per cent. Your Company''s asset size is Rs. 36,515 crore. The Company has received a certificate from the Auditors of the Company, M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants, pursuant to Non Banking Financial Companies Auditors'' Report (Reserve Bank) Directions, 2008, confrming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

Subsidiaries

During the year under review, Reliance Money Solutions Private Limited, Reliance AIF Management Company Limited and Reliance Capital AIF Trustee Company Private Limited became subsidiaries of the Company and Reliance Venture Asset Management Private Limited, Reliance Capital (Singapore) Pte. Limited, Reliance Financial Advisory Services Limited (formerly Reliance Investment Banking Services Limited), QOPPA Trading Private Limited, QCAP Trade Private Limited, Quant Alternative Asset Management Private Limited and QCAP Securities Private Limited ceased to be subsidiaries of the Company. Quant Capital Securities Private Limited has become and ceased to be a subsidiary during the year.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GoI), Balance Sheet, Statement of profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of respective subsidiary companies. Further, pursuant to Accounting Standard (AS-21) prescribed under the Companies (Accounting Standards) Rules, 2006 (Accounting Standards Rules) and the Listing Agreement, Consolidated Financial Statements presented herein by the Company include financial results of subsidiary companies, which forms part of this Annual Report.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2014.

Directors

In terms of the provisions of the Companies Act, 1956, Shri Amitabh Jhunjhunwala, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM). Pursuant to the provisions of the Companies Act, 2013 Shri Rajendra P. Chitale, Dr. Bidhubhusan Samal and Shri V. N. Kaul, Independent Directors of the Company are proposed to be appointed at the ensuing AGM to hold Office for a term of five consecutive years from the date of their appointment at the ensuing Annual General Meeting and that they shall not be liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confrming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. A brief resume of the Directors being appointed at the ensuing AGM, nature of expertise in Specific functional areas and names of the companies in which they hold directorship and / or membership / chairmanships of Committees of the respective Boards, shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confrmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures, if any;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014, and of the profit of the Company for the year ended on that date;

(iii) the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

Consolidated Financial Statement

The Audited Consolidated Financial Statement based on the Financial Statement received from subsidiaries and associates, as approved by their respective Board of Directors have been prepared in accordance with AS-21 on ''Consolidated Financial Statements'' read with AS-23 on ''Accounting for Investments in Associates'' notifed under Section 211 (3C) of the Companies Act, 1956 read with the Accounting Standards Rules as applicable.

Auditors and Auditors'' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants, the Auditors of the Company hold Office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualifed for re-appointment.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Corporate Governance

The Company has adopted "Reliance Group – Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to the International Standards and corporate governance guidelines issued by Reserve Bank of India for Non Banking Financial Companies. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report. A certificate from the Auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants, confrming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is enclosed to this Report.

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) was approved and implemented by the Company and Options were granted to employees under ESOS Plan A and Plan B in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). The ESOS Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

The Company has received a certificate from the auditors of the Company that the ESOS Plan A and B have been implemented in accordance with the Guidelines and as per the resolution passed through Postal Ballot on January 8, 2007.

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

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(2) Foreign exchange earnings and outgo Earnings – Rs. Nil Outgo - Rs. 2 crore

Business Responsibility Statement

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, has mandated the top 100 listed entities, based on market capitalisation on BSE Limited and National Stock Exchange of India Limited at March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report. In view of FAQ''s dated May 10, 2013 issued by SEBI, the BRR has been uploaded on the website of the Company www.reliancecapital.co.in. Any shareholder interested in obtaining physical copy of BRR may write to the Company Secretary at the registered Office of the Company.

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, Officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani Chairman

Mumbai

August 21, 2014

---

Mar 31, 2013

Dear Shareowners,

The Directors have pleasure in presenting the 27th Annual Report and the audited accounts for the financial year ended March 31, 2013.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2013 is summarised below:

Particulars Financial Year ended Financial Year ended March 31, 2013 March 31, 2012# (Rs. in crore) (US$ in million*) (Rs. in crore) (US$ in million**)

Total revenue 3 868 707 3 317 648

Profit before exceptional items 704 129 621 121

Exceptional Items:

- Investment written off due to merger 680 125 - -

- Loss on sale on investments - - 149 3

- Transfer/(Withdrawal) from General Reserve (680) (125) (149) (3)

Profit before tax 704 129 621 121

Tax expense 42 8 102 20

Profit after tax 662 122 519 101

Add: Opening surplus in statement of profit and loss 1 144 210 1 972 385

Profit available for appropriation 1 806 332 2 491 487

Proposed dividend including tax on proposed dividend 211 39 191 37

Interim Dividend (including tax) 144 26 - -

Tax on proposed dividend for earlier years 5 1 - -

Transfer to statutory reserve fund 132 24 104 20

Transfer to general reserve 66 12 1 052 206

* 1 US$ = Rs. 54.39 ** 1 US$ = Rs. 51.16 (Source: Reserve Bank of India website).

# Figures of Previous year have been regrouped and reclassified, wherever required.

The assets and liabilities of Reliance Equities International Private Limited (REIPL) and Emerging Money Mall Limited (EMML) and its operating results have been incorporated in the Company''s books pursuant to the merger of REIPL and EMML with the Company with effect from March 31, 2013 i.e., the Appointed Date. Accordingly, financial results for the financial year 2012-13 may not be comparable with that of financial year 2011-12.

Financial Performance

The Company''s gross income for the financial year ended March 31, 2013 increased to Rs. 3,868 crore, from Rs. 3,317 crore in the previous year, an increase of 16.62 per cent. The operating profit (PBDIT) of the Company increased by 7.37 per cent to Rs. 2,912 crore during the year, from Rs. 2,712 crore, in the previous year. Interest expenses for the year increased by 5.52 per cent to Rs. 2,179 crore, from Rs. 2,065 crore, in the previous year. Depreciation was at Rs. 29 crore as against Rs. 26 crore in the previous year. The net profit for the year increased by 27.55 per cent to Rs. 662 crore from Rs. 519 crore, in the previous year. An amount of Rs. 132 crore was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and a net amount of Rs. 66 crore was transferred to the General Reserve during the year under review.

Dividend

Your Directors have declared and paid a Special Interim Dividend of Rs. 5 (50 per cent) per Equity Share each of Rs. 10, aggregating to Rs. 144 crore (inclusive of dividend tax).

In addition to the above Special Interim Dividend your Directors have also recommended a Final dividend of Rs. 8 (80 per cent) per equity share each of Rs. 10 aggregating to Rs. 212 crore (inclusive of dividend tax) for the financial year ended March 31, 2013, which, if approved at the ensuing 27th Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on August 16, 2013, and (ii) to those whose names appear as beneficial owners, as on August 16, 2013 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company''s policy of paying sustainable dividend linked to long term performance, keeping in view of the capital needs of the Company''s growth plans and desire to achieve optimal financing of such plans through internal accruals.

Scheme of Amalgamation

Reliance Equities International Private Limited and Emerging Money Mall Limited have been amalgamated with the Company with effect from March 31, 2013 in terms of the Scheme of Amalgamation sanctioned by the Hon''ble High Court of Judicature at Bombay vide order dated March 22, 2013.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

Resources and Liquidity

The Company''s Net worth as on March 31, 2013, stood at Rs. 11,512 crore. The Company has raised Rs. 15,594 crore during the financial year 2012-13 by issuance of Commercial Paper, Non Convertible Debentures (NCDs) and other money market instruments. The Company has also raised Rs. 491 crore by way of Unsecured Subordinated Non Convertible Debentures (Tier II Bonds) to augment the Capital Adequacy Ratio. The funds were deployed in providing commercial finance and other business requirement. RCL''s debt equity ratio as on March 31, 2013 stood at 1.84:1.

Capital Adequacy Ratio

Your Company''s Capital to Risk Assets Ratio (CRAR) calculated in line with the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 16.99 per cent, well above the regulatory minimum of 15 per cent. Your Company''s asset size is Rs. 33,557 crore. The Company has received a certificate from the Auditors of the Company, M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, pursuant to Non Banking Financial Companies Auditors'' Report (Reserve Bank) Directions, 2008, confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

Subsidiaries

During the year under review, Indian Agri Services Private Limited, Emerging Money Mall Limited and Quant Alternative Asset Management Private Limited became subsidiaries of the Company. Reliance Equities International Private Limited and Emerging Money Mall Limited ceased to be subsidiaries on their amalgamation with the Company

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GoI), Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of respective subsidiary companies. Further, pursuant to Accounting Standard (AS)-21 prescribed under the Companies (Accounting Standards) Rules, 2006 (Accounting Standards Rules) and the Listing Agreement, Consolidated Financial Statements presented herein by the Company include financial results of subsidiary companies, which forms part of this Annual Report.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2013.

Directors

In terms of the provisions of the Companies Act, 1956, Shri Rajendra P. Chitale, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM).

A brief resume of the Director retiring by rotation at the ensuing AGM, nature of expertise in specific functional areas and names of the companies in which he holds directorship and/ or membership/ chairmanships of Committees of the respective Boards, shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report.

Shri C. P. Jain ceased to be a Director with effect from September 10, 2012. The Board place on record its deep sense of appreciation for the invaluable contribution made by Shri C. P. Jain during his tenure as director of the Company

Directors'' Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures, if any;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013, and of the profit of the Company for the year ended on that date;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

Auditors and Auditors'' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956, and that they are not disqualified from such appointment within the meaning of Section 226 of the Companies Act, 1 956.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries and associates, as approved by their respective Board of Directors have been prepared in accordance with AS-21 on ''Consolidated Financial Statements'' read with AS-23 on ''Accounting for Investments in Associates'' notified under Section 211 (3C) of the Companies Act, 1956 read with the Accounting Standards Rules as applicable.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1 956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) was approved and implemented by the Company and Options were granted to employees under ESOS Plan A and Plan B in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1 999 (''the SEBI Guidelines''). The ESOS Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

The Company has received a certificate from the auditors of the Company that the ESOS Plan A and B have been implemented in accordance with the Guidelines and as per the resolution passed through Postal Ballot on January 8, 2007.

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

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1 956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company,

(2) Foreign exchange earnings and outgo Earnings - Rs. Nil Outgo - Rs. 3 crore

Corporate Governance

The Company has adopted "Reliance Group - Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to the International Standards and corporate governance guidelines issued by Reserve Bank of India for Non Banking Financial Companies.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report. A Certificate from the Auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is enclosed to this Report. Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, regulatory bodies and other business constituents during the year under review, Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani Chairman

Mumbai

May 16, 2013

---

Mar 31, 2012

Dear Shareowners,

The Directors have pleasure in presenting the 26th Annual Report and the audited accounts for the financial year ended March 31, 2012.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2012 is summarised below:

Particulars Financial Year ended Financial Year ended March 31, 2012 March 31, 2011#

(Rs. in crore) (US$ in million*) (Rs. in crore) (US$ in million**)

Total revenue 3 317 648 1 971 441

profit before exceptional items 621 121 201 45

Exceptional Items: - - - -

- Investment written off due to merger 0 0 329 7

- Loss on sale on investments 149 3 - -

- Transfer / (Withdrawal) from General Reserve (149) (3) (329) (7)

profit before tax 621 121 201 45

Tax expense 102 20 (28) (6)

profit after tax 519 101 229 51

Add: Opening surplus in statement of profit and loss 1 972 385 1 972 442

profit available for appropriation 2 491 487 2 201 493

Proposed dividend including tax on proposed dividend 191 37 161 36

Reversal of tax on proposed dividend for earlier years - - (1) (0)

Transfer to statutory reserve fund 104 20 46 10 Transfer to general reserve 1 052 206 23 5

*1 US$ = Rs. 51.16 ** 1 US$ = Rs. 44.65 (Source: Reserve Bank of India website). #Figures of Previous Year have been regrouped and reclassifed, wherever required.

The assets and liabilities of Viscount Management Services (Alpha) Limited (VMSAL) and its operating results have been incorporated in the Company's books pursuant to the merger of VMSAL with the Company with effect from October 1, 2011 i.e., the Appointed Date. Accordingly, financial results for the year 2011-12 may not be comparable with that of financial year 2010-11.

Financial Performance

The Company's gross income for the financial year ended March 31, 2012 increased to Rs. 3,317 crore, from Rs. 1,971 crore in the previous year, an increase of 68 per cent. The operating profit (PBDIT) of the Company increased by 84 per cent to Rs. 2,712 crore during the year, from Rs. 1,472 crore, in the previous year. Interest expenses for the year increased by 64 per cent to Rs. 2,065 crore, from Rs. 1,257 crore, in the previous year. Depreciation was at Rs. 26 crore as against Rs. 14 crore in the previous year. The net profit for the year increased by 127 per cent to Rs. 519 crore from Rs. 229 crore, in the previous year. An amount of Rs. 104 crore was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and a net amount of Rs. 1,052 crore was transferred to the General Reserve during the year under review.

Dividend

Your Directors have recommended a dividend of Rs. 7.50 (75 per cent) per equity share each of Rs. 10 aggregating to Rs. 191crore (inclusive of dividend tax) for the financial year ended March 31, 2012, which, if approved at the ensuing 26th Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on August 24, 2012, and (ii) to those whose names appear as benefcial owners, as on August 24, 2012 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company's policy of paying sustainable dividend linked to long term performance, keeping in view of the capital needs of the Company's growth plans and desire to achieve optimal fnancing of such plans through internal accruals.

Scheme of Arrangement

Amalgamation of Viscount Management Services (Alpha) Limited (VMSAL) with the Company VMSAL, has been amalgamated with the Company with effect from October 1, 2011.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

The Company has during the year, entered into various contracts in the areas of financial services business. While benefits from such contracts will accrue in the future years, their progress is periodically reviewed.

Resources and Liquidity

The Company's Net worth as on March 31, 2012, stood at Rs. 10,910 crore. The Company has raised Rs. 11,510 crore during the financial year 2011-12 by issuance of Commercial Paper, Non Convertible Debentures (NCDs) and other money market instruments. The Company has also raised Rs. 508 crore by way of Unsecured Subordinated Non Convertible Debentures (Tier II Bonds) to augment the Capital Adequacy Ratio. The funds were deployed in providing commercial finance and other business requirement. RCL's debt equity ratio as on March 31, 2012 stood at 1.67:1.

Capital Adequacy Ratio

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 20.21 per cent, well above the regulatory minimum of 15 per cent. Your Company's asset size is Rs. 30,183 crore. The Company has received a cer tifcate from the Auditors of the Company, M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, pursuant to Non Banking Financial Companies Auditors' Report (Reserve Bank) Directions, 2008, confrming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

Subsidiaries

During the year under review, Reliance Composite Insurance Broking Limited became subsidiary of the Company. Reliance Infrastructure Finance Private Limited ceased to be subsidiary of the Company. Viscount Management Services (Alpha) Limited became and ceased to be subsidiary on its amalgamation with the Company.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GoI), Balance Sheet, Statement of profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Offce of the Company and that of respective subsidiary companies.

Further, pursuant to Accounting Standard (AS)-21 prescribed under the Companies (Accounting Standards) Rules, 2006 (Accounting Standards Rules) and the Listing Agreement, Consolidated Financial Statements presented herein by the Company include financial information of subsidiary companies, which forms part of this Annual Report.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2012.

Directors

In terms of the provisions of the Companies Act, 1956, Dr. Bidhubhusan Samal and Shri V. N. Kaul, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting (AGM).

A brief resume of the Directors retiring by rotation at the ensuing AGM, nature of expertise in specifc functional areas and names of the companies in which they hold directorship and/ or membership/ chairmanships of Committees of the respective Boards, shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confrmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012, and of the profit of the Company for the year ended on that date;

(iii) the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

Auditors and Auditors' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, the Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956, and that they are not disqualifed for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries and associates, as approved by their respective Board of Directors and Management Committee have been prepared in accordance with AS-21 on 'Consolidated Financial Statements' read with AS- 23 on 'Accounting for Investments in Associates' notifed under Section 211 (3C) of the Companies Act, 1956 read with the Accounting Standards Rules as applicable.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Offce of the Company.

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) was approved and implemented by the Company and Options were granted to employees under ESOS Plan A and Plan B in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The ESOS Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2012 are given below:

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

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company:

(2) Foreign exchange earnings and outgo

Earnings - Nil Outgo - Rs. 6 crore

Corporate Governance

The Company has adopted "Reliance Group – Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to the International Standards and corporate governance guidelines issued by Reserve Bank of India for Non Banking Financial Companies.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report. A Certifcate from the Auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and

M/s. B S R & Co., Chartered Accountants, confrming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is enclosed to this Report.

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, debentureholders, debenture trustee, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, offcers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani

June 2, 2012 Chairman

---

Mar 31, 2011

Dear Shareowners,

The Directors present the 25th Annual Report together with the audited statement of accounts of the Company for financial year ended March 31, 2011.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2011 is summarised below:

Particulars Financial Year ended Financial Year ended March 31, 2011 March 31, 2010#

(Rs. in crore) (US$ in million*)
Gross Income 1934.01 433.152 389.88 529.39

Gross profit 215.09 48.17 446.49 98.91

Less: Depreciation 14.33 3.21 18.16 4.02

profit before Tax 200.76 44.96 428.33 94.89

Provision for Taxation (28.51) (6.39) 88.91 19.70

Net profit 229.27 51.35 339.42 75.19

Add: profit brought forward from the Previous Year 1971.32 441.51 1,920.52 425.46

profit available for Appropriation 2,200.59 492.85 2,259.94 500.65

Dividend including Dividend Tax 160.65 35.98 186.80 41.38

Transfer to General Reserve 22.93 5.14 33.94 7.52

Transfer to Statutory Reserve Fund 45.85 10.27 67.88 15.04

Balance carried forward 1,971.16 441.47 1,971.32 436.71

*1 US$ = Rs. 44.65 ** 1 US$ = Rs. 45.14 (Source: Reserve Bank of India website). #Figures of Previous Year have been regrouped and reclassified, wherever required.

The assets and liabilities of Reliance Commercial Finance Pvt. Ltd. (RCFPL), a wholly owned subsidiary of the Company and its operating results have been incorporated in the Company's books pursuant to the merger of RCFPL with the Company with effect from April 1, 2010 i.e., the Appointed Date. Accordingly, financial results for the year 2010-11 may not be comparable with that of financial year 2009-10.

Financial Performance

The Company's gross income for the financial year ended March 31, 2011 decreased to Rs. 1,934.01 crore, from Rs. 2,389.88 crore in the previous year, a decline of 24 per cent. The operating profit (PBDIT) of the Company decreased by 17 per cent to Rs. 1,471.70 crore during the year, from Rs. 1,723.69 crore, in the previous year. Interest expenses for the year decreased by 2 per cent to Rs. 1,256.61 crore, from Rs. 1,277.40 crore, in the previous year. Depreciation was at Rs. 14.33 crore as against Rs. 18.16 crore in the previous year. The net provision written back for taxation during the year was Rs. 28.51 crore. The net profit for the year decreased by 48 per cent to Rs. 229.27 crore from Rs. 339.42 crore, in the previous year. An amount of Rs. 45.85 crore was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and an amount of Rs. 22.93 crore was transferred to the General Reserve during the year under review.

Dividend

Your Directors have recommended a dividend of Rs. 6.50 (65 per cent) per equity share aggregating to Rs. 160.65 crore (inclusive of dividend tax) for the financial year ended March 31, 2011, which, if approved at the ensuing Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 18, 2011, and (ii) to those whose names appear as beneficial owners, as on September 18, 2011 as furnished by the National Securities

Depository Ltd. and Central Depository Services (India) Ltd. for the purpose.

The Dividend payout as proposed is in accordance with the Company's policy of paying sustainable dividend linked to long term performance, keeping in view of the capital needs of the Company's growth plans and desire to achieve optimal financing of such plans through internal accruals.

Schemes of Arrangement

(a) Amalgamation of Reliance Commercial Finance Pvt. Ltd. with the Company

Reliance Commercial Finance Pvt. Ltd. ('RCFPL'), a wholly owned subsidiary of the Company, has been amalgamated with the Company with effect from April 1, 2010.

(b) Reorganisation of Subsidiaries

i) Infrastructure Division of Reliance Money Infrastructure Pvt. Ltd. has been demerged into Reliance Capital Asset Management Company Ltd. vide Order dated January 13, 2011 of the Hon'ble High Court of Gujarat. The Appointed date was February 17, 2011.

ii) Brokerage and Financial Services Business of Reliance Equities International Pvt. Ltd. has been demerged into Quant Broking Pvt. Ltd. vide Order dated June 14, 2010 of the Hon'ble High Court of Gujarat. The Appointed date was April 1, 2009.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section forming part of the Annual Report. The Company has entered into various contracts in the areas of financial services business. While benefits from such contracts will accrue in the future years, their progress is periodically reviewed.

Resources and Liquidity

The Company's Net worth as on March 31, 2011, stood at Rs. 6,958.27 crore. The Company has raised Rs. 6,692 crore (net) during the financial year 2010-11 by issuance of Commercial Paper, Non Convertible Debentures (NCDs) and other money market instruments. The Company's NCDs amounting to Rs. 5,092 crore are listed on Bombay Stock Exchange Ltd. as on March 31, 2011. The funds were mainly deployed in providing consumer finance. RCL's debt equity ratio as on March 31, 2011 stood at 2.66:1.

Subsidiaries

During the year, Reliance Exchangenext Limited, Reliance Spot Exchange Infrastructure Limited, Quant Capital Pvt. Ltd., Quant Broking Pvt. Ltd., Quant Securities Pvt. Ltd., Quant Commodities Pvt. Ltd., Quant Commodity Broking Pvt. Ltd., Quant Capital Advisors Pvt. Ltd., Quant Capital Finance and Investments Pvt. Ltd., Reliance Wealth Management Limited, Quant Investment Services Pvt. Ltd., Qoppa Trading Pvt. Ltd. and Valankulam Investments & Trading Pvt. Ltd. became subsidiaries of the Company. Medybiz Pvt. Ltd., Net Logistics Pvt. Ltd. and Reliance Capital Services Pvt. Ltd. ceased to be subsidiaries of the Company.

As per approval granted by the Ministry of Corporate Affairs vide Circular No. 02/2011 dated February 8, 2011, copies of the Balance Sheet, profit and Loss Account, Report of the Board of Directors and Auditors of the subsidiary companies are not being attached to the Balance Sheet of the Company. The financial information of the subsidiary companies as required by the above circular is disclosed under 'Financial Information of Subsidiary Companies', which forms part of the Annual Report.

The Company will make available hard copy of Annual Accounts of the subsidiary companies and the related detailed information to the shareholder of the Company seeking the same.

The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the Registered office the Company and that of the respective subsidiary companies.

Further, pursuant to the provisions of Accounting Standard - 21 (AS-21) prescribed under the Companies (Accounting Standards) Rules, 2006 and Listing Agreement as prescribed by the Securities and Exchange Board of India, Consolidated Financial Statements presented by the Company includes financial information of subsidiary companies, which forms part of the Annual Report.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2011.

Capital Adequacy Ratio

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 17.82 per cent, well above the regulatory minimum of 15 per cent. Your Company's asset size is Rs. 26,538.98 crore. The Company has received a certificate from the Auditors of the Company, M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, pursuant to Non Banking Financial Companies Auditors' Report (Reserve Bank) Directions, 2008, confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

Directors

In terms of the provision of the Companies Act, 1956 Shri Amitabh Jhunjhunwala and Shri C. P. Jain, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief resume of the Directors retiring by rotation at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold directorship and/or membership/ chairmanship of committees of the board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, is given in the section on Corporate Governance elsewhere in the Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confrmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011, and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended March 31, 2011 on a 'going concern' basis.

Group

Pursuant to intimation received from the Promoters, the names of the Promoters and entities comprising 'Group' as defined under the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

The Company had received a certificate from the Auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, that the Scheme and ESOS Plan A and B have been implemented in accordance with the SEBI Guidelines and as per the resolution passed through Postal Ballot on January 8, 2007.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, joint ventures and associates, as approved by their respective Board of Directors and management committee have been prepared in accordance with the Accounting Standard-21 (AS-21) on 'Consolidated Financial Statements' read with Accounting Standard-23 (AS-23) on 'Accounting for Investments in Associates' notified under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable.

Auditors and Auditors' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, as Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956, and that they are not disQualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particular of Employees) Amendment Rules, 2011, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 205(A) of the Companies Act, 1956, the declared dividend which remained unclaimed for a period of 7 years has been transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the said Act.

Corporate Governance

The Company has adopted the "Reliance Group - Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to International Standards and corporate governance guidelines issued by Reserve Bank of India for Non Banking Financial Companies. The corporate governance framework in the Company is based on an effective independent Board, the separation of the Board's supervisory role from the executive management and the constitution of Board Committees, generally comprising a majority of independent Directors and chaired by an independent Director, to oversee critical areas. This Code is also available on the website of the Company www.reliancecapital.co.in.

In terms of Clause 49 of the Listing Agreement, a confirmation from the Company Secretary & Manager of the Company regarding compliance with the Code by all the Directors and senior management forms part of this Annual Report.

The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of the Annual Report. A certificate from the Auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, debentureholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani Chairman

Mumbai May 30, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the twenty fourth Annual Report, together with the audited statement of accounts of the Company for the year ended March 31, 2010.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2010 is summarised below:

Financial Year ended Financial Year ended Particulars March 31, 2010 March 31, 2009#

(Rs. in crore) (US$ iiin million*) (Rs. in crore) (US$ in million**)

Gross Income 2389.88 529.44 3014.45 591.65

Gross Profit 446.49 98.91 1098.42 215.59

Less: Depreciation 18.16 4.02 21.22 4.16

Profit before Tax 428.33 94.89 1077.20 211.42

Provision for Taxation 88.91 19.70 109.18 21.43

Net Profit 339.42 75.19 968.02 189.99

Add: Profit brought forward from the previous year 1920.52 425.46 1429.72 280.61

Profit available for Appropriation 2259.94 500.65 2397.74 470.61

Dividend including Dividend Tax 186.80 41.38 186.80 36.66

Transfer to General Reserve 33.94 7.52 96.81 19.00

Transfer to Statutory Reserve Fund 67.88 15.04 193.61 38.00

Balance carried forward 1971.32 436.71 1920.52 376.94

*1 US$ = Rs.45.14 ** 1 US$ = Rs.50.95

#Figures of previous year have been regrouped and reclassified, wherever required

Financial Performance

The Company’s gross income for the financial year ended March 31, 2010 decreased to Rs.2,389.88 crore, from Rs.3,014.45 crore in the previous year, a decline of 26 per cent. The operating profit (PBDIT) of the Company decreased by 36.87 per cent to Rs.1,706.09 crore during the year, from Rs.2,335.17 crore, in the previous year. Interest expenses for the year increased by 1.81 per cent to Rs.1,259.60 crore, from Rs.1,236.75 crore, in the previous year. Depreciation was at Rs.18.16 crore as against Rs.21.22 crore in the previous year. The provision for taxation during the year was Rs.88.91 crore. The net profit for the year decreased by 185 per cent to Rs.339.42 crore from Rs.968.02 crore, in the previous year. An amount of Rs.67.88 crore was transferred to the Statutory Reserve Fund pursuant to section 45-IC of the Reserve Bank of India Act, 1934, and an amount of Rs.33.94 crore was transferred to the General Reserve during the year under review. The Company’s Net worth as on March 31, 2010, stood at Rs.6,885.69 crore.

Dividend

Your directors are pleased to recommend a dividend of Rs.6.50 (65 per cent) per equity share on 24,56,32,800 equity shares of Rs.10 each aggregating to Rs.186.80 crore (inclusive of dividend tax) for the financial year ended March 31, 2010, which, if approved at the ensuing Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 14, 2010 and (ii) to those whose names as beneficial owners, are furnished by the National Securities Depository Ltd. and Central Depository Services (India) Ltd. for the purpose. The dividend payout as proposed is in accordance with the Company’s policy of paying, sustainable dividend linked to long term performance, keeping in view the capital needs for the Company’s growth plans and the desire to achieve optimal financing of such plans through internal accruals.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is presented in a separate section which forms, part of the Annual Report. The Company has entered into various contracts in the areas of financial services business. While benefits from such contracts will accrue in the future years, their progress is periodically reviewed.

Resources and Liquidity

The Company has raised Rs.11,958.15 crore during the financial year 2009-10 by issuance of Commercial Paper, Non Convertible Debentures (NCDs) and other money market instruments. The Company’s NCDs amounting to Rs.3,575 crore are listed on Bombay Stock Exchange Ltd. as on March 31, 2010. The funds were mainly deployed in providing consumer finance. RCL’s debt equity ratio as on March 31, 2010 stood at 1.57:1.

Subsidiaries

During the year, Reliance Asset Management (Malaysia) SDN BHD became subsidiary of the Company.

In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account and Report of the Board of Directors and Auditors of the subsisting subsidiaries have not been attached with the Balance Sheet of the Company. However, these documents will be made available upon request to any member of the Company interested in obtaining the same. As directed by the Central Government, the financial data of the subsidiaries has been furnished under ‘Financial Information of Subsidiary Companies’, which forms part of the Annual Report. The annual accounts of the Company including that of subsidiaries will be kept for inspection by any member. Further, pursuant to Accounting Standard-21 (AS-21) as notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements presented by the Company include the financial information about its subsidiary Companies.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2010.

Capital Adequacy Ratio

Your Company’s Capital to Risk Assets Ratio (CRAR) calculated in line with the Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“RBI Directions”) stood at 28.03%, well above the regulatory minimum of 12%. Your Company’s asset size is Rs.20,028 crore. The Company has received a certificate from the Auditors M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, of the Company, pursuant to Non Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2008, confirming compliance of the conditions with respect to NBFCs-ND-SI.

Directors

In terms of Article 154 of the Articles of Association of the Company, Shri Rajendra P. Chitale, Director of the Company, retires by rotation and being eligible offers himself for re- appointment at the ensuing Annual General Meeting.

Dr. Bidhubhusan Samal and Shri V. N. Kaul were appointed as additional directors w.e.f. October 30, 2009 and April 30, 2010 respectively. They would hold office till the ensuing Annual General Meeting. The Company has received notice in writing from a member proposing their candidature, for the office of Director.

A brief resume of the Director retiring by rotation at the ensuing Annual General Meeting and of the additional directors whose candidature has been proposed by a member, nature of their expertise in specific functional areas and names of Companies in which they hold directorship and/or membership/chairmanship of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, is given in the section on Corporate Governance elsewhere in the Annual Report.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended March 31, 2010 on a ‘going concern’ basis.

Group

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising ‘group’ as defined under the Monopolies and Restrictive Trade Practices (“MRTP”) Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

The Company has received a certificate from the Auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, that the Scheme and ESOS Plan A and B have been implemented in accordance with the SEBI Guidelines and as per the resolution passed through Postal Ballot on January 8, 2007.

Consolidated Financial Statements

The Audited Consolidated Financial Statements, based on the Financial Statements received from subsidiaries, associates and partnership firms, as approved by their respective Board of Directors and Managing Committee, have been prepared in accordance with Accounting Standard-21 (AS-21) on Consolidated Financial Statements read with Accounting Standard-23 (AS-23) on the Accounting for Investments in Associates.

Auditors and Auditors’ Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, as Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations and comments given by Auditors in this report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to the Directors’ Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo:

Earnings - Rs.Nil

Outgo - Rs.14.52 crore

Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 205(A) of the Companies Act, 1956, the declared dividend which remained unclaimed for a period of 7 years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Corporate Governance

The Company has adopted the “Reliance Anil Dhirubhai Ambani Group - Corporate Governance Policies and Code of Conduct” which has set out the systems, processes and policies conforming to International Standards and corporate governance guidelines issued by Reserve Bank of India for Non Banking Financial Companies. The corporate governance framework in the Company is based on an effective independent Board, the separation of the Board’s supervisory role from the executive management and the constitution of Board Committees, generally comprising a majority of independent Directors and chaired by an independent Director, to oversee critical areas. This Code is also available on the website of the Company www.reliancecapital.co.in.

In terms of Clause 49 of the Listing Agreement, a confirmation from the Company Secretary & Manager of the Company regarding compliance with the Code by all the Directors and senior management is annexed to this Report.

The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of the Annual Report. A Certificate from the Auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and M/s. B S R & Co., Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani Chairman

Mumbai

April 30, 2010

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Mar 31, 2000

The Directors present the Fifth Annual Report, together with the audited statement of Accounts of the Company for the period ended 31st March, 2000.

Financial Results :

(Rupees) Year ended Year ended 31-3-2000 31-3-1999

Gross Income 3,75,72,669 2,22,78,629

Gross Profit 90,79,093 57,53,487

Depreciation 11,35,574 12,86,302 Profit before tax 79,43,519 44,67,185

Provision for taxation 22,00,000 11,00,000 Profit After tax 57,43,519 33,67,185

Proposed Dividend 25,00,070 25,00,070

Balance carried to Balance Sheet 1,19,43,905 88,09,114

Dividend

The Directors have recommended a dividend of 1 % (previous year 1 %) on 75,00,700 equity shares of Rs. 10/- each aggregating to Rs. 7,50,070 for the year ended 31st March, 2000.

The Directors have also recommended a dividend of 5 % on 3,50,000 Redeemable Cumulative Preference Shares of Rs. 100/-each aggregating to Rs. 17,50,000.-.

Operations :

The Company is the Investment Manager to Reliance Capital Mutual Fund. During the year under review, Reliance Growth Fund (RGF) was converted into an open-end scheme. Further, RGF declared a dividend of 100% i.e Rs. 10 per unit under its Dividend Plan. Reliance Vision Fund and Reliance Growth Fund have performed well by beating relevant stock market indices. Reliance Income Fund has introduced dividend plans, namely Half yearly Dividend Plan, Quarterly Dividend Plan, Monthly Dividend Plan in addition to Annual Dividend Plan.

The Company has earned income mainly from Asset Management activity besides some investment income on its surplus funds.

Fixed Deposits :

The Company has not accepted any Fixed Deposit from the public. Hence no information is required to be appended to this report.

Directors :

Shri Vinod M. Ambani Director of the Company retires by rotation and being eligible, offers himself for re-appointment. Auditors & Auditors' Report :

M/s. C. C. Chokshi & Co., Chartered Accountant, Auditors of the Company, hold office until the conclusion of the ensuing Annual Genera) Meeting end are recommended for re-appointment. The Company has received a letter from M/s. C. C. Chokshi & Co., Chartered Accountants, to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

Personnel :

As required by the provisions of Section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report.

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988 :

(1) Part A and B pertaining to conservation and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo : The Company has neither used (previous year Rs. nil) nor earned any foreign exchange during the year under review.

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Mar 31, 2000

The Directors present the Fifth Annual Report, together with the audited statement of Accounts of the Company for the period ended 31st March, 2000.

Financial Results :

(Rupees) Year ended Year ended 31-3-2000 31-3-1999

Gross Income 3,75,72,669 2,22,78,629

Gross Profit 90,79,093 57,53,487

Depreciation 11,35,574 12,86,302 Profit before tax 79,43,519 44,67,185

Provision for taxation 22,00,000 11,00,000 Profit After tax 57,43,519 33,67,185

Proposed Dividend 25,00,070 25,00,070

Balance carried to Balance Sheet 1,19,43,905 88,09,114

Dividend

The Directors have recommended a dividend of 1 % (previous year 1 %) on 75,00,700 equity shares of Rs. 10/- each aggregating to Rs. 7,50,070 for the year ended 31st March, 2000.

The Directors have also recommended a dividend of 5 % on 3,50,000 Redeemable Cumulative Preference Shares of Rs. 100/-each aggregating to Rs. 17,50,000.-.

Operations :

The Company is the Investment Manager to Reliance Capital Mutual Fund. During the year under review, Reliance Growth Fund (RGF) was converted into an open-end scheme. Further, RGF declared a dividend of 100% i.e Rs. 10 per unit under its Dividend Plan. Reliance Vision Fund and Reliance Growth Fund have performed well by beating relevant stock market indices. Reliance Income Fund has introduced dividend plans, namely Half yearly Dividend Plan, Quarterly Dividend Plan, Monthly Dividend Plan in addition to Annual Dividend Plan.

The Company has earned income mainly from Asset Management activity besides some investment income on its surplus funds.

Fixed Deposits :

The Company has not accepted any Fixed Deposit from the public. Hence no information is required to be appended to this report.

Directors :

Shri Vinod M. Ambani Director of the Company retires by rotation and being eligible, offers himself for re-appointment. Auditors & Auditors' Report :

M/s. C. C. Chokshi & Co., Chartered Accountant, Auditors of the Company, hold office until the conclusion of the ensuing Annual Genera) Meeting end are recommended for re-appointment. The Company has received a letter from M/s. C. C. Chokshi & Co., Chartered Accountants, to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

Personnel :

As required by the provisions of Section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report.

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988 :

(1) Part A and B pertaining to conservation and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo : The Company has neither used (previous year Rs. nil) nor earned any foreign exchange during the year under review.

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Mar 31, 1999

The Directors present the Fourth Annual Report, together with the audited statement of Accounts of the Company for the period ended 31st March, 1999.

Financial Results : (Rupees)

for the financial year ended 31-3-1999 31-3-1998

Gross Income 2,22,78,629 453,96,487

Gross Profit 57,53,487 1,25,41,866

Depreciation 12,86,302 11,19,449

Profit before tax 44,67,185 1,14,22,417

Provision for taxation 11,00,000 17,00,000

Profit After tax 33,67,185 97,22,417

Proposed Dividend 25,00,070 20,94,661

Balance carried to Balance Sheet 88,09,113 82,17006

Dividend :

The Directors have recommended a dividend of 1% (previous year 2%) on 75,00,700 equity shares of Rs. 10/- each aggregating to Rs. 7,50,070 for the year ended 31st March, 1999.

The Directors have also recommended a dividend of 5% on 3,50,000 Redeemable cumulative Preference Shares of Rs.100 each aggregating to Rs. 17,50,000/-

Operations :

The Company is the Investment Manager to Reliance Capital Mutual Fund. A process has been initiated for conversion of Reliance Growth Fund, a closed end equity oriented growth scheme into an open end scheme. Reliance Vision Fund and Reliance Growth Fund have performed well by beating relevant stock market indices. Reliance Income Fund and Reliance Liquid Fund, the income schemes have also been performing well.

Fixed Deposits :

The Company has not accepted any Fixed Deposit from the public. Hence no information is required to be appended to this report.

Directors :

Shri V.H. Pandya is appointed as an additional Director of the Company with effect from June 22, 1998 and he will hold office upto the ensuing Annual General Meeting. Necessary notice has been received under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director.

Shri Vinod M. Ambani director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Auditors & Auditors' Report :

M/s C.C. Chokshi & Co., Chartered Accountant, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received a letter from M/s. C.C. Chokshi & Co., Chartered Accountants, to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

Personnel :

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the accounts are being sent to all shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company.

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988 :

(1) Part A and B pertaining to conservation and technology absorption are not applicable to the Company.

(2) foreign Exchange earnings and outgo : The Company has neither used (previous year Rs. nil) nor earned any foreign exchange during the year under review.

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Mar 31, 1999

The Directors present the Fourth Annual Report, together with the audited statement of Accounts of the Company for the period ended 31st March, 1999.

Financial Results : (Rupees)

for the financial year ended 31-3-1999 31-3-1998

Gross Income 2,22,78,629 453,96,487

Gross Profit 57,53,487 1,25,41,866

Depreciation 12,86,302 11,19,449

Profit before tax 44,67,185 1,14,22,417

Provision for taxation 11,00,000 17,00,000

Profit After tax 33,67,185 97,22,417

Proposed Dividend 25,00,070 20,94,661

Balance carried to Balance Sheet 88,09,113 82,17006

Dividend :

The Directors have recommended a dividend of 1% (previous year 2%) on 75,00,700 equity shares of Rs. 10/- each aggregating to Rs. 7,50,070 for the year ended 31st March, 1999.

The Directors have also recommended a dividend of 5% on 3,50,000 Redeemable cumulative Preference Shares of Rs.100 each aggregating to Rs. 17,50,000/-

Operations :

The Company is the Investment Manager to Reliance Capital Mutual Fund. A process has been initiated for conversion of Reliance Growth Fund, a closed end equity oriented growth scheme into an open end scheme. Reliance Vision Fund and Reliance Growth Fund have performed well by beating relevant stock market indices. Reliance Income Fund and Reliance Liquid Fund, the income schemes have also been performing well.

Fixed Deposits :

The Company has not accepted any Fixed Deposit from the public. Hence no information is required to be appended to this report.

Directors :

Shri V.H. Pandya is appointed as an additional Director of the Company with effect from June 22, 1998 and he will hold office upto the ensuing Annual General Meeting. Necessary notice has been received under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director.

Shri Vinod M. Ambani director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Auditors & Auditors' Report :

M/s C.C. Chokshi & Co., Chartered Accountant, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received a letter from M/s. C.C. Chokshi & Co., Chartered Accountants, to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

Personnel :

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the accounts are being sent to all shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company.

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988 :

(1) Part A and B pertaining to conservation and technology absorption are not applicable to the Company.

(2) foreign Exchange earnings and outgo : The Company has neither used (previous year Rs. nil) nor earned any foreign exchange during the year under review.

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Mar 31, 1996

Your Directors present the 1st Annual Report, together with the Audited Statement of accounts of the Company for the period ended 31st March, 1996.

Financial Results :

For the period ended 31st March, 1996 (Rs.)

Gross Income 10,674,384.45 Gross Profit 4,880,107.79 Depreciation 807,974.00 Profit before tax 596,814.35 Provision for taxation NIL Balance carried to Balance Sheet 596,814.35

Dividend:

To conserve resources, the Board of Directors have not recommended any dividend for the period under review.

Operations:

The Company has been appointed as the Asset Management Company for Reliance Capital Mutual Fund. The initial schemes of Reliance Capital Mutual Fund were launched in September, 1995 with an unparalleled investor friendly feature of "Zero Initial Cost" whereby all costs relating to the initial issue was borne by the Company. The Directors are pleased to inform that the said schemes, have outperformed all comparable stock market indices.

Resource Mobilisation:

During the period your Company issued and allotted 60 lakhs equity shares of Rs. 10/- each for cash at par to Reliance Capital Limited, the holding company. During the current year, your company has further issued and allotted 15 lakhs equity shares of Rs.10/- each for cash at par to Reliance Capital Limited, the holding company.

Fixed Deposits:

The Company has not accepted any Fixed Deposit from the public. Hence no information is required to be appended to this report.

Directors :

Shri Mathew Panikar, Shri P S Gopalakrishnan and Shri Shailesh Vaidya were appointed as additional Directors of the Company with effect from 20th March, 1995 and they hold office upto the ensuing Annual General Meeting. Necessary notices have been received under Section 257 of the Companies Act, 1956, proposing their candidature for the office of Directors.

Shri Dhirendra H. Shah, Shri Tushar B Sarda and Shri Anil Aggarwal have resigned from the Board with effect from 3rd June, 1995. The Board of Directors have placed on record the valuable services rendered by them to the Company.

Shri Anand Jain Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Auditors & Auditors' Report:

Messrs C C Chokshi & Co. Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for appointment. The Company has received a letter from Messrs C.C. Chokshi & Co., Chartered Accountants, to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

Personnel:

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report.

Particulars required to be furnished by the companies (disclosure of particulars in the report of board of directors) rule 1988.

(1) Part A and B pertaining to conservation and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo Foreign Exchange earnings : NIL Foreign Exchange outgo: Rs. 1,33,025/-

Acknowledgements :

Your Directors wish to place on record their appreciation of the devoted services by Executives, Officers and staff of the Company for its success.

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Mar 31, 1996

Your Directors present the 1st Annual Report, together with the Audited Statement of accounts of the Company for the period ended 31st March, 1996.

Financial Results :

For the period ended 31st March, 1996 (Rs.)

Gross Income 10,674,384.45 Gross Profit 4,880,107.79 Depreciation 807,974.00 Profit before tax 596,814.35 Provision for taxation NIL Balance carried to Balance Sheet 596,814.35

Dividend:

To conserve resources, the Board of Directors have not recommended any dividend for the period under review.

Operations:

The Company has been appointed as the Asset Management Company for Reliance Capital Mutual Fund. The initial schemes of Reliance Capital Mutual Fund were launched in September, 1995 with an unparalleled investor friendly feature of "Zero Initial Cost" whereby all costs relating to the initial issue was borne by the Company. The Directors are pleased to inform that the said schemes, have outperformed all comparable stock market indices.

Resource Mobilisation:

During the period your Company issued and allotted 60 lakhs equity shares of Rs. 10/- each for cash at par to Reliance Capital Limited, the holding company. During the current year, your company has further issued and allotted 15 lakhs equity shares of Rs.10/- each for cash at par to Reliance Capital Limited, the holding company.

Fixed Deposits:

The Company has not accepted any Fixed Deposit from the public. Hence no information is required to be appended to this report.

Directors :

Shri Mathew Panikar, Shri P S Gopalakrishnan and Shri Shailesh Vaidya were appointed as additional Directors of the Company with effect from 20th March, 1995 and they hold office upto the ensuing Annual General Meeting. Necessary notices have been received under Section 257 of the Companies Act, 1956, proposing their candidature for the office of Directors.

Shri Dhirendra H. Shah, Shri Tushar B Sarda and Shri Anil Aggarwal have resigned from the Board with effect from 3rd June, 1995. The Board of Directors have placed on record the valuable services rendered by them to the Company.

Shri Anand Jain Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Auditors & Auditors' Report:

Messrs C C Chokshi & Co. Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for appointment. The Company has received a letter from Messrs C.C. Chokshi & Co., Chartered Accountants, to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

Personnel:

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report.

Particulars required to be furnished by the companies (disclosure of particulars in the report of board of directors) rule 1988.

(1) Part A and B pertaining to conservation and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo Foreign Exchange earnings : NIL Foreign Exchange outgo: Rs. 1,33,025/-

Acknowledgements :

Your Directors wish to place on record their appreciation of the devoted services by Executives, Officers and staff of the Company for its success.