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companylogoNippon Life India Asset Management Ltd

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BSE Code : 540767 | NSE Symbol : NAM-INDIA | ISIN : INE298J01013 | Industry : Finance & Investments |


Directors Reports

Board's Report

Dear Shareholders,

Your Directors take pleasure in presenting their 30th 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:

(Rs. Crores)

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 Rs.10 each

20.34 17.71 19.79 16.75

Diluted EPS of Rs.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 Rs.5,57,199 crore comprising of Rs.2,77,377 crore of Equity, Rs.83,397 crore of Debt, Rs.42,571 crore of Liquid Funds and Rs.1,53,854 crore of ETF assets. It may be noted that the QAAUM of NIMF as on March 31, 2024 was Rs.4,31,308 crore comprising of Rs.2,12,252 crore of Equity, Rs.68,135 crore of Debt, Rs.39,379 crore of Liquid Funds and Rs.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 Rs.8.00 per equity share of Rs.10/- each amounting to Rs.506.58 Crore. The Board has also recommended a final dividend of Rs.10.00 per equity share of Rs.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 Rs.1141 Crores, including the interim dividend of Rs.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 Rs.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-today 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 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 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 NonExecutive 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 28th AGM till the conclusion of 33rd 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 Rs. 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 decisionmaking. 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 cobranded 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 nonEnglish 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 nontech-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 the delivery of tailored communications, 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 Rs.25.66 Cr (Previous Year: Rs.19.35 Cr). The Company spent foreign exchange equivalent to Rs.12.47 Cr (Previous Year: Rs.10.46 Cr).

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) In 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 (nonconvertible 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 18th 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 30th 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 preadmission 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 WellBeing

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 Director

Executive Director & Chief Executive Officer

(DIN: 06559989)

(DIN: 02553654)

Place: Mumbai

Date: April 28, 2025