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:

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:

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:

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