Dear Members,
We are pleased to present the Directors' Report of UTI Asset Management Company Limited
(the Company / UTI AMC) along with the audited standalone and consolidated financial
statements for the financial year ended 31st March, 2025.
FINANCIAL PERFORMANCE
The Company's financial statements were prepared in compliance with Section 129 and 133
of the Companies Act, 2013 (the and the Indian Accounting Standards (Ind AS) as notified
by the Ministry of Corporate Affairs. The table below outlines the Compc financial
performance for the financial year ended 31st March, 2025, in comparison with
the previous financial year:
|
Standalone |
Consolidated |
Particulars |
As at 31st March, 2025 |
As at 31st March, 2024 |
As at 31st March, 2025 |
As at 31st March, 2024 |
Revenue from operation |
1,449.21 |
1,337.31 |
1,851.09 |
1,736.96 |
Other Income |
7.23 |
3.84 |
8.85 |
6.97 |
Total Income |
1,456.44 |
1,341.15 |
1,859.94 |
1,743.93 |
Employee Benefit Expenses |
363.98 |
368.35 |
457.95 |
439.33 |
Other Expenses |
219.12 |
206.84 |
349.82 |
317.76 |
Total Expenses |
583.10 |
575.19 |
807.77 |
757.09 |
Profit before tax expense |
873.34 |
765.96 |
1,052.17 |
986.84 |
Less: Tax expense (current & deferred) |
219.82 |
165.44 |
239.21 |
184.81 |
Profit after tax |
653.52 |
600.52 |
812.96 |
802.03 |
Attributable to owners of the Company |
653.52 |
600.52 |
731.49 |
765.68 |
Attributable to non-controlling interests |
- |
- |
81.47 |
36.35 |
Add / less: Other comprehensive income (Net of tax) |
(12.63) |
(18.71) |
19.56 |
25.90 |
Total comprehensive income |
640.89 |
581.81 |
832.52 |
827.93 |
Attributable to owners of the Company |
640.89 |
581.81 |
751.05 |
791.58 |
Attributable to non-controlling interests |
- |
- |
81.47 |
36.35 |
Balance of retained earnings carried to balance sheet |
3,431.11 |
3,352.78 |
4,007.76 |
3,851.23 |
Paid-up capital |
127.98 |
127.26 |
127.98 |
127.26 |
Net worth attributable to owners of the Company |
3,785.86 |
3,685.02 |
4,599.13 |
4,388.17 |
OVERVIEW OF OPERATIONS OF THE GROUP
The Company attributes its growth in Assets Under Management (AUM) to its proven
history of product innovation, reliability and steady investment performance. An overview
of the group's operations is as under:
Particulars |
As on 31st March, 2025 |
As on 31st March, 2024 |
% of change |
UTI Mutual Fund (UTI MF) |
Quarterly Average Assets Under Management (QAAUM) |
3,39,750 |
2,90,881 |
16.80 |
QAAUM for Equity Schemes |
90,864 |
84,777 |
7.18 |
QAAUM for Exchange Traded Funds (ETFs) and index funds |
1,41,492 |
1,15,448 |
22.56 |
QAAUM for hybrid funds |
31,435 |
25,982 |
20.99 |
QAAUM for the liquid funds (UTI Liquid Cash Plan and UTI Overnight
Fund) |
39,936 |
36,260 |
10.14 |
QAAUM of Debt Funds |
36,023 |
28,413 |
26.78 |
Portfolio Management Services (PMS) division of UTI AMC |
AUM |
13,78,388.66 |
12,25,153.57 |
12.51 |
AUM of assets managed by Subsidiaries of UTI AMC |
UTI International Limited (UTI International) |
25,382.50 |
27,644.70 |
(8.18) |
UTI Pension Fund Limited (UTI PFL)
(formerly known as UTI Retirement Solutions Limited) |
3,59,179.81 |
3,02,676.55 |
18.67 |
UTI Alternatives Private Limited (UTI APL) (formerly known as UTI
Capital Private Limited) |
2,648.08 |
1,974.08 |
34.14 |
SCHEMES LAUNCHED DURING THE FINANCIAL YEAR 2024-25
UTI AMC has launched 7 schemes during the FY 2024-25 under equity and index categories.
The total AUM collected during the NFO periods for these schemes was ~ '1,900 crore. The
total AUM of these schemes has grown to ~ '2,376 crore as on 31st March, 2025.
The Company believes that every investor's journey is unique and their investment
choices should reflect their individual goals, risk appetite and time horizon. As a part
of Company's continued commitment to innovation and investor-centric solutions, the
Company launched 'UTI Quant Fund' in the thematic category under the actively managed
strategies. UTI Quant Fund is an active factor-based strategy that blends predictive
modelling & factor analysis with our investment research expertise & capabilities.
In the passively managed strategies, the Company has further strengthened the basket of
innovative offerings by launching 6 index funds (3 smart beta, 2 thematic and 1 market
cap-based index funds) during the FY 2024-25.
The list of the schemes launched during the FY 2024-25 are as under:
UTI Nifty200 Quality 30 Index Fund
UTI Nifty Private Bank Index Fund
UTI Nifty Alpha Low-Volatility 30 Index Fund
UTI Nifty Midcap 150 Index Fund
UTI Nifty India Manufacturing Index Fund
UTI Nifty Midsmallcap 400 Momentum Quality 100 Index Fund
UTI Quant Fund
CHANGES IN FUNDAMENTAL
ATTRIBUTES OF SCHEMES
(i) Changes in Fundamental Attributes
During the FY 2024-25, there were two instances of change in the fundamental attributes
of schemes managed by UTI AMC. These changes were undertaken in compliance with the
Securities and Exchange Board of India (Mutual Funds) Regulations, 1 996, (SEBI Mutual
Funds Regulations) and in line with SEBI guidelines. The details are as follows:
a) Modification of Scholarship Option Provisions
Change in provisions of Scholarship Option of UTI Children's Hybrid Fund (formerly
known as UTI Children's Career Fund - Savings Plan) and UTI Children's Equity Fund (formerly
known as UTI Children's Career Fund - Investment Plan).
b) Scheme Mergers - The following schemes were merged
- UTI Quarterly Interval Fund - I, II and III into UTI Liquid Fund; and
- UTI Annual Interval Fund - II into UTI Annual Interval Fund - I.
(ii) Change in Scheme Name
The name of 6 schemes were changed to align with their respective category
classifications, as per SEBI guidelines.
(iii) Changes in Benchmarks
I n order to comply with SEBI guidelines on uniformity in benchmarks, change in first
tier benchmarks for 1 open ended debt scheme and 3 interval schemes were done.
(iv) Benchmark Nomenclature Changes due to Demerger
Pursuant to the demerger of BSE Limited and SPDJ Singapore Pte. Ltd., the nomenclature
of first-tier benchmark was updated for 9 schemes.
SHARE CAPITAL
The authorised share capital of the Company is '2,00,00,00,000 (comprising of
20,00,00,000 equity shares of face value of '1 0 each) as on 31st March, 2025
and there was no change during the FY 2024-25 therein.
As on 31st March, 2025, the issued, subscribed and paid-up equity share
capital of the Company stood at '1,27,97,70,710
(comprising of 12,79,77,071 equity shares of the face value of '1 0 each) as against '1
,27,25,61 ,740 (comprising of 1 2,72,56,1 74 equity shares of the face value of '1 0 each)
at the end of the previous FY. The increase in the paid-up equity share capital is on
account of allotment of 7,20,897 equity shares to the eligible employees who had exercised
the stock options during the FY 2024-25 under the 'UTI AMC Employee Stock Option
Scheme-2007' (the ESOP Scheme 2007).
The listed equity share capital of the Company as on 31st March, 2025 is
'1,27,97,70,710 (comprising of 12,79,77,071 equity shares of the face value of '10 each).
DIVIDEND
The Company has adopted a Dividend Distribution Policy as per Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the SEBI Listing Regulations). The same is annexed as Annexure-I to
this Directors' Report and is also available on the Company's website at
https://www.utimf.com/amc- shareholders/code-and-policies.
The Board of Directors (the Board) of the Company has recommended a normal dividend of
'26 per equity share (260% of face value of '10 each) and a special dividend of '22 per
equity share (220% of face value of '1 0 each), taking overall dividend to '48 per equity
share (480% of face value of '10 each) for the FY 2024-25.
The payout ratio of the final dividend would be 94% of the Profit After Tax as compared
to 99% of the previous year's payout ratio.
The dividend shall be paid, subject to the approval of members at the 22nd
Annual General Meeting (AGM) of the Company to be held on Thursday, the 31st
July, 2025, to those members:
(i) whose name appears in the statement of beneficial owners to be furnished by the
Depositories in respect of the shares held in dematerialised form as at the closure of
business hours on Thursday, the 24th July, 2025; and
(ii) whose name appears as members in the Company's register of members maintained by
the Registrar and Share Transfer agent of the Company on Thursday, the 24th
July, 2025.
In accordance with Section 91 of the Act, and Regulation 42 of the SEBI Listing
Regulations, the Company's register of members and share transfer books will be closed
from Friday, 25th July, 2025 to Thursday, 31st July, 2025 (inclusive
of both dates). This closure is intended to determine the eligibility of shareholders for
the dividend, if declared, for the FY 2024-25. It is also noted that no interim dividend
has been announced by the Company for the said FY.
UNCLAIMED DIVIDEND
The details of the unclaimed dividend as on 31st March, 2025 are as under:
Sr.
No. |
Final Dividend for FY |
Amount (in ') |
1. |
2019-20 |
5,35,759.09 |
2. |
2020-21 |
4,83,987.00 |
3. |
2021-22 |
4,83,080.06 |
4. |
2022-23 |
5,22,310.00 |
5. |
2023-24 |
20,19,520.69 |
Total |
40,44,656.84 |
The unclaimed dividend is mainly on account of non-updation of KYC details in demat
accounts of the concerned members and non-submission of dividend warrants by the concerned
members within prescribed timelines.
The details about the unclaimed and unpaid dividend amounts are available on the
Company's website at https://www.utimf. com/amc-shareholders/unclaimed-dividend.
TRANSFER TO RESERVES
During the FY 2024-25, no amount was transferred to the general reserve of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company have been prepared in accordance
with Ind AS notified under Section 1 33 of the Act, read together with the Companies
(Indian Accounting Standards) Rules, 2015 (as amended) and forms part of this Annual
Report. In accordance with Section 136 of the Act, the audited standalone and consolidated
financial statements and related information of the Company are available on Company's
website at https://www.utimf. com/amc-shareholders/financial-results and the audited
financial statements of each of its subsidiaries are available on Company's website at
https://www.utimf.com/amc- shareholders/subsidiaries-financials.
The Board of the Company reviewed the affairs of subsidiary companies. Pursuant to the
provisions of Section 1 29 (3) of the Act and the Companies (Accounts) Rules, 2014, the
salient features of the financial result of each of the subsidiary companies are set out
in the Form AOC-1, which forms part of the Financial Statements section of this Annual
Report.
BUSINESS DESCRIPTIONS / PERFORMANCE OF SUBSIDIARIES
As on 31 st March, 2025, the Company has 4 (four) direct subsidiaries and 4
(four) step-down subsidiaries. The business descriptions and performance of subsidiaries
are as under:
UTI International Limited:
UTI International Limited (UTI International) a 100% subsidiary of UTI AMC, was
incorporated as the Limited Liability Company under the laws of Guernsey on 30th
January, 1 996, pursuant to an Act of the Royal Court of the Guernsey Island. UTI
International operates from its head office in Guernsey and its branch in London. UTI
International has four wholly owned subsidiaries - UTI Investment Management Company
(Mauritius) Limited (UTI Mauritius), UTI International (Singapore) Private Limited (UTI
Singapore), UTI International (France) SAS (UTI France) and UTI Investments America
Limited (UTI America).
UTI International is dedicated to enabling global investors to actively participate in
India's growth story. By fostering strong relationships with key stakeholders across
strategically selected markets, the company is well-positioned to expand its global
footprint. Backed by a solid team of committed and diverse professionals from around the
world, UTI International aims to contribute approximately '1 00 Crore annually to its
parent, UTI AMC, by the year 2030, reinforcing its role as a significant driver of
international business.
The principal activities of the International Group are the management and marketing of
the Mauritius, Cayman and Ireland domiciled offshore funds setup by the erstwhile Unit
Trust of India or UTI AMC and its subsidiaries, marketing of the domestic mutual fund
schemes of UTI AMC in overseas markets subject to local registration requirements and
acting as Manager / Advisor to those entities investing in India through the Foreign
Portfolio Investor route. UTI Mauritius acts as an investment manager to Shinsei UTI India
Fund (Mauritius) Limited, the UTI Rainbow Fund Limited and UTI Wealth Creator Fund 4. UTI
Singapore acts as investment manager to UTI India Dynamic Equity Fund, UTI India Balanced
Fund, UTI India Innovation Fund, UTI India Sovereign Bond UCITS ETF, UTI Phoenix Fund SPC,
Indian Credit Opportunities Fund Pte. Ltd, UTI India Strategic Opportunities Fund VCC, UTI
India Strategic Opportunities Fund II VCC, UTI Chronos Fund SPC, South African Rand Money
Market Fund and the UTI Spectrum Fund Limited. UTI Singapore also acts as sub-manager to
KB India Growth Equity Fund. UTI Singapore also provides investor services to the UTI
India Fund and the UTI India Pharma Fund. The consolidated total income of UTI
International for FY 202425 was GBP 1,57,42,896 as compared to GBP 2,28,76,902 for the
previous FY 2023-24 and consolidated net profit for FY 2024-25 was GBP 1 4,07,262 as
compared to consolidated net profit of GBP 1,00,86,580 in the previous FY 2023-24.
As of 31st March, 2025, UTI International had total 25 funds with total AUM
of US$ 2.96 bn.
UTI Pension Fund Limited:
UTI Pension Fund Limited (UTI PFL) (formerly UTI Retirement Solutions Limited)
was established on 14th December, 2007 under the Companies Act, 1956, with the
objective of managing pension assets within the framework of the National Pension System
(NPS). Commencing operations from 1st April, 2008, UTI PFL oversees the pension
funds of Central and State Government employees, as well as subscribers from the private
sector enrolled under the NPS.
Authorised by the Pension Fund Regulatory and Development Authority (PFRDA), UTI PFL
manages retirement assets for central and state government employees as well as private
sector subscribers. With a Point of Presence (POP) license, the company offers end-to-end
retirement solutions.
NPS continues to gain traction as a transparent and cost-effective retirement planning
tool. While private sector participation remains nascent, it presents significant growth
potential. UTI PFL is well-positioned to bridge this gap, supported by robust technology
infrastructure and a focus on seamless, customercentric offerings tailored to evolving
financial needs.
The UTI PFL is actively expanding its branch network across India. This strategic
approach lays a strong foundation for sustained growth and long-term value creation.
UTI PFL has shown steady growth on all fronts i.e. Growth in AUM, Growth in
Revenue on account of Investment Management Fees, Profitability i.e. Growth in Net
Profit after Tax & Net-worth of the Company. The Fund performance of NPS Schemes
managed by UTI PFL in the FY 2024-25 have been remarkable.
Growth in AUM:
The AUM have continuously grown at a rapid pace since its inception. The UTI PFL's AUM
has grown from '895 Crore in its year of inception i.e. 2008-09 to '3,59,180 crore
as on 31st March, 2025. During the FY 2024-25, the UTI PFL's AUM has registered
a growth of 1 8.67% from '3,02,677 crore as on 31st March, 2024 to '3,59,180
crore as on 31st March, 2025. The AUM under Private Sector, for which marketing
efforts were taken, grew from '4,744 crore as on 31 st March, 2024 to '7,647
crore as on 31st March, 2025 - a growth of more than 61 .1 9% (Previous Year 31
.63%). These figures are exclusive of Max Life Pension Fund Management Limited's assets
which was transferred on 18th April, 2025 to UTI PFL.
As on date, UTI PFL has 24.86% of the market share under NPS. UTI PFL has a highly
qualified and professional fund management team to take care of the investors' retirement
funds. An equally strong in-house Research Department supports the fund management team in
their decision-making process.
Consistent Fund Performance since inception a Hallmark of UTI PFL
As a pension fund manager, UTI PFL aims to achieve "Consistent Returns with low
volatility while focusing on high quality securities (Debt as well as Equity)".
Adhering to this philosophy of investment, UTI PFL has consistently generated competitive
returns since inception under all NPS Schemes managed by it.
The fund performance during the FY 2024-25 are as under:
Fund Performance Report Card for FY 2024-25 |
|
Last 1 Year |
Last 3 Years |
Last 5 Years |
Scheme |
Return (%) |
Peer Ranking |
Return (CAGR %) |
Peer Ranking |
Return (CAGR %) |
Peer Ranking |
Scheme Central Govt. |
9.20 |
2/3 |
8.59 |
2/3 |
9.48 |
2/3 |
Scheme State Govt. |
9.27 |
1/3 |
8.62 |
1/3 |
9.45 |
2/3 |
Scheme APY |
9.31 |
1/3 |
8.61 |
2/3 |
9.44 |
2/3 |
Scheme E Tier 1 |
8.35 |
2/11 |
15.10 |
1/7 |
25.52 |
1/7 |
Scheme C Tier 1 |
9.15 |
6/11 |
6.97 |
6/7 |
7.31 |
6/7 |
Scheme G Tier 1 |
10.22 |
2/11 |
8.41 |
1/7 |
7.28 |
3/7 |
UTI PFL has registered itself as a Point of Presence (PoP) with the sole aim of
marketing NPS. UTI PFL has obtained the PoP License on 20th April, 2022 from
PFRDA.
UTI PFL is currently fully operational from 21 locations across India for servicing its
subscribers and promoting sales and aims to expand to atleast 40 locations by end of FY
2025-26.
Other notable achievements of UTI PFL during the FY 2024-25
(PFRDA has decided to transfer all the scheme assets managed by Max Life Pension Fund
Management Limited (Max Life PF) on their surrender of PFM license to UTI PFL. The
decision of PFRDA was based on the commendable fund performance of UTI PFL. The assets
were transferred on 18th April, 2025.
Management of funds under the default pattern of "Unified Pension Scheme
(UPS)" and "Unified Pension Scheme - Pool Corpus" have been entrusted to
UTI PFL, SBI Pension Fund Limited & LIC Pension Fund Limited by PFRDA.
During the FY 2024-25, UTI PFL has crossed the net-worth of '200 crore. The Net-worth
as on 31st March, 2025 stands at '244.38 Crore.
UTI PFL has declared dividend of '44 crore ('20/- per share).
UTI Alternatives Private Limited:
UTI Alternatives Private Limited (UTI APL) (formerly UTI Capital Private Limited)
was incorporated on 13th May, 2011, under the Companies Act, 1956. It is
engaged in the business of managing alternate investment funds.
The total income of UTI APL was '22.44 crore for the FY 2024-25 as compared to '22.96
crore for the previous FY 2023-24. The net profit was recorded at '0.89 crore for the FY
2024-25 as against '4.28 crore for the previous FY 2023-24.
UTI APL has following funds:
(i) UTI Structured Debt Opportunities Fund I (UTI SDOF I), has liquidated all its
Assets / Liabilities during the FY 2024-25 and the fund has returned ~1 23% of the total
funds raised from investors in the form of capital, interest and capital gains.
(ii) UTI Structured Debt Opportunities Fund II (UTI SDOF II), a '518 crore private
credit fund, which had a final close on 31st May, 2022. During the year ended
31st March, 2025, UTI APL has started repaying the capital to it's investors
and has returned ~80% of the funds in the form of Capital, interest & capital gains.
(iii) UTI Structured Debt Opportunities Fund III (UTI SDOF III), a '615 crore private
credit fund, which had a Final close on 30th October, 2024. As on 31st
March, 2025, amount drawn down from investors was '527 crore and outstanding investments
aggregating '489 crore in fourteen portfolio companies.
(iv) UTI Multi Opportunities Fund I (UTI MOF I), a '1,598 crore fund, which had a final
close on 31st December, 2024. As on 31st March, 2025, amount drawn
down from investors was '617 crore and outstanding investments aggregating '608 crore in
twenty three portfolio companies.
(v) UTI Real Estate Opportunities Fund I (UTI ROF I), a '145 crore fund, which had a
first close on 1 7th October, 2023. As on 31st March, 2025, amount
drawn down from investors was '33 crore and outstanding investments aggregating '31 crore
in three portfolio companies.
(vi) UTI Credit Opportunities Fund I (UTI COF I), a '21 crore fund, which had a first
close on 29th August, 2024. As on 31st March, 2025, amount drawn
down from investors was '21 crore and outstanding investments aggregating '19 crore in
eleven portfolio companies.
UTI Hart Financial and Investment Services Limited:
UTI Hart Financial and Investment Services Limited (UTI Hart) (formerly UTI Venture
Funds Management Company Private Limited) was incorporated on 27th March,
2001 under the Companies Act, 1956. The principle business of UTI Hart is to carry on the
business of distribution of UTI Mutual Fund products and services through digital or
physical channels.
The gross income of UTI Hart was '0.06 crore for the FY 2094_95 as against
'0 37 cror
e in the previous
It clocked a net loss of '0.06 crore for the FY 2024-25 as against net profit of '0.18
crore for the previous FY 2023-24. As a good corporate governance practice and in order to
ensure effective monitoring of operations & performance of subsidiaries, atleast one
Independent Director of UTI AMC has been appointed as director on Board of UTI
International and UTI APL.
All subsidiaries continued to be the subsidiary of the Company during the FY 2024-25.
The Audited financial statements of subsidiaries as on 31st March, 2025 are
forming part of the Annual Report, and the same is also available on the Company's website
at https:// www.utimf.com/amc-shareholders/subsidiaries-financials.
The Company has a 'Policy for determining material subsidiary' and as per Regulation 46
of the SEBI Listing Regulations, the same is also available on the Company's website at
https:// www.utimf.com/amc-shareholders/code-and-policies.
As on 31st March, 2025, the Company has only 1 (one) material subsidiary
which is UTI International. The Company has no unlisted Indian material subsidiary.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans given, investments made, guarantees given and securities provided,
if any, covered under Section 1 86 of the Act are disclosed under Note No. 6, 7 and 8 of
the standalone financial statements for the FY 2024-25.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
During the FY 2024-25, the Company was engaged in transactions with related parties, as
defined under Section 2(76) of the Act, read with the Companies (Specification of
Definitions Details) Rules, 2014 and relevant accounting standards. These transactions
were conducted in the ordinary course of business and on an arm's length basis.
In compliance with the Act, the SEBI Listing Regulations, the Audit Committee's
Independent Directors have reviewed, approved and ratified all related party transactions
carried out during the FY 2024-25. The Company did not enter into any contract,
arrangement, or transaction with related parties that would be deemed material under the
'Policy on Materiality of Related Party Transactions and Dealing with Related Party
Transactions', the Act and the SEBI Listing Regulations. Therefore, disclosure of related
party transactions in Form AOC-2, as required under Section 1 34(3)(h) and Section 1 88 of
the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.
However, a detailed disclosure on related party transactions as per Ind AS 24 inter-alia
containing name of the related party alongwith the relationship with the Company and
details of the transactions entered into with such related party are disclosed in Note No.
31 of the standalone financial statements as on 31st March, 2025.
In accordance with the provisions of Section 177 and Section 188 of the Act, read with
rules made thereunder and Regulation 23 of the SEBI Listing Regulations, read with
circulars and notifications issued thereon, the Company has a 'Policy on materiality of
Related Party Transactions and dealing with Related Party Transactions'. As per Regulation
46 of the SEBI Listing Regulations, the Policy is available on the Company's website at
https://www.utimf.com/amc-shareholders/code-and-policies.
AUDITORS
Statutory Auditor
M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W /
W-100022), was appointed as Statutory Auditor of the Company at the 18th AGM
held on 28th July, 2021, for a term of 5 years to hold the office from the
conclusion of 18th AGM till the conclusion of 23rd AGM of the
Company.
The Report provided by the Statutory Auditor on the financial statements of the Company
is part of this Annual Report. There is no qualification, reservation, adverse remark or
disclaimer in the Auditor's Report. The Statutory Auditor's Report to members for the FY
2024-25 does not contain any modified opinion or qualification or the observation. The
comments given in the report of the Statutory Auditor read together with Notes to Accounts
are self-explanatory and hence, do not call for any further explanation or comments as
mandated under Section 134(f)(i) of the Act.
Secretarial Auditor
In terms of Regulation 24A of the SEBI Listing Regulations read with SEBI notification
dated 1 2th December, 2024 and other applicable provisions, the Company can
appoint a peer reviewed individual / firm as secretarial auditor for not more than 2 (two)
terms of 5 (five) consecutive years. Based on the recommendation of the Audit Committee,
the Board of Directors, has approved the appointment of Mr. Vishal N. Manseta, peer
reviewed Company Secretary in Practice (Membership No. 25183, Certificate of Practice No.
8981 and Peer Review Certificate No. 1584/2021) as the Secretarial Auditor, subject to
approval of members at the ensuing AGM, for a period of 5 (five) consecutive years, from
the conclusion of this 22nd (twenty second) Annual General Meeting till the
conclusion of 27th (twenty seventh) Annual General Meeting of the Company.
The Secretarial Audit Report for the FY 2024-25 of the Company is set out as Annexure-II
to this Directors' Report which forms part of the Annual Report.
The Secretarial Compliance Report for the financial year ended 31st March,
2025, in relation to compliance of all applicable SEBI Regulations / circulars /
guidelines issued thereunder, pursuant to Regulation 24A of the SEBI Listing Regulations,
is set out as Annexure-II(A) to this Directors' Report which forms part of the
Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of
Annual Report as good corporate governance practice.
The Secretarial Audit Report and / or Secretarial Compliance Report does not contain
any qualification, reservation, adverse remark or disclaimer.
The Comments given in the report of the Secretarial Auditor are self-explanatory and
hence, do not call for any further explanation or comments as mandated under Section
134(f)(i) of the Act.
COST AUDITORS
Since the Company operates in the financial sector, the requirement to maintain cost
records as mandated by the Central Government under Section 148(1) of the Act is not
applicable to the Company.
INTERNAL AUDITOR
The internal auditor of the Company is M/s. Aneja Associates (Firm Registration No.
100404W).
AUDITOR FOR THE SCHEME OF UTI MUTUAL FUND
The statutory auditor for schemes of UTI MF is M/s. S.R. Batliboi & Co. LLP,
Chartered Accountants (Firm Registration No. 301 003E / E300005) in accordance with the
provisions of SEBI Mutual Funds Regulations read with circulars and notifications issued
thereunder. There was no instance of any fraud committed in the Company by its officers or
employees which is required to be reported to the Audit Committee or the Board by the
statutory auditors or secretarial auditor pursuant to Section 143(12) of the Act.
SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of Secretarial Standards issued
by the Institute of Company Secretaries of India, during the FY 2024-25.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has implemented adequate internal financial controls with reference to the
financial statements of the Company.
The Company has adopted accounting policies which were in line with the accounting
standards prescribed in the Act and the Ind AS as prescribed under Section 133 of the Act
and other relevant provisions of the Act, as amended from time to time. There was no
change in the accounting policies during the FY 2024-25.
The statutory auditor of the Company has reviewed the internal financial controls of
the Company and confirmed that the Company has, in all material respects, adequate
internal financial controls with reference to the financial statements and such internal
financial controls were operating effectively as at 31st March, 2025, based on
the internal financial controls with reference to financial statements criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on "Audit of Internal Financial Controls Over Financial
Reporting" issued by the Institute of Chartered Accountants of India.
The Internal Financial Control report for the FY 2024-25 is attached as an Annexure to
the statutory audit report.
The accounting policies also ensure that uniform accounting treatment is followed by
the Company and its subsidiaries. The accounts of subsidiaries are audited by their
respective statutory auditor for consolidation.
The Company utilizes SAP, a robust Enterprise Resource Planning (ERP) platform, for
maintaining its financial records. A significant portion of its accounting data is stored
electronically, with regular backups ensuring data security and integrity. The ERP system
is designed to facilitate seamless integration of all financial transactions with the core
accounting framework. To uphold accuracy and timeliness, the Company has instituted
stringent, automated protocols for updating master data, maintaining audit trails and
managing other key financial information within the system.
As part of its commitment to Environment, Social and Governance (ESG) principles, the
Company has adopted a paperless approval workflow. Internal approvals are processed
digitally via a Document Management System (DMS). Each employee is provided with
individual login credentials to access and operate within this system.
The Company, while preparing its financial statements, makes judgements and estimates
based on sound accounting policies and uses external agencies to verify / validate them as
and when appropriate. The basis of such judgements and estimates were also reviewed by the
statutory auditor and the Audit Committee.
The Audit Committee and Board reviews the financial performance of the Company on
quarterly basis.
HUMAN RESOURCES
People & Culture: Strategic human resources (HR) initiatives and commitment for
excellence for the FY 2024-25
The Company recognises that employees are the cornerstone of the Company's success. We
believe that nurturing talent and building people capabilities are fundamental to achieve
business excellence and long-term sustainability. Our commitment lies in creating a work
environment that values individual contributions while offering ample opportunities for
personal and professional growth. Employees, in the course of their responsibilities,
engage with diverse stakeholders including clients, colleagues, distributors and investors
and are expected to do so with respect, professionalism and integrity. Compliance with the
Company's policies, Code of Conduct and ethical standards is paramount. Any deviation is
addressed through structured and fair mechanism. The Company takes pride in fostering a
workplace culture that upholds the highest standards of ethics, transparency and
accountability. The employer- employee relationship continues to be positive,
collaborative and forward-looking.
Key HR focus areas and strategic initiatives in FY 2024-25
Through these initiatives, UTI AMC remains steadfast in its endeavour to build a
progressive, engaged, and future-ready workforce aligned with our strategic vision and
values.
A multi-generational workforce driving agility and legacy
At UTI AMC, the workforce reflects a well-balanced blend of experience and fresh
perspectives, combining the wisdom of seasoned professionals with the dynamism of younger
talent. This multigenerational mix continues to be instrumental in sustaining the
Company's agility while staying firmly rooted in our rich legacy of over 60 years.
We firmly believe that our ability to excel in a rapidly evolving financial services
landscape is directly linked to how we invest in our talent. Building a resilient,
forward-looking workforce remains central to our people strategy.
During the FY 2024-25, the Company successfully completed 239 new hires,
addressing the human capital needs across a range of business and support functions. This
talent infusion reinforces our commitment to nurturing a diverse and future-ready
workforce.
Our current talent base represents a healthy generational spread, fostering
collaboration, innovation, and continuity across all levels of the organization.
Generation |
Number of Employees-Overall |
% of Employees-Overall |
Baby Boomers |
2 |
0.1 |
Gen X |
669 |
47.9 |
Gen Y |
405 |
29 |
Gen Z |
321 |
23 |
Total |
1,397 |
100 |
Cultural Ethos at UTI AMC
At UTI AMC, the organizational culture is anchored in values that foster's integrity,
meritocracy, and respect. The core tenets of our cultural ethos are as follows:
Learning & Development
At UTI AMC, continuous learning remains important part for our organizational growth
strategy. During the FY 2024-25, we reinforced this commitment through structured and
comprehensive learning initiatives aimed at enhancing both technical and behavioural
competencies across all functions.
Our learning framework follows a 360? diagnostic model that supports targeted
development and cross-functional collaboration. Through consistent communication and
feedback mechanisms, we ensure a culture of continuous improvement and readiness to adapt
to evolving business demands.
Key highlights for FY 2024-25
Our learning and development efforts continue to drive employee engagement, future
readiness, and sustained excellence across the UTI AMC ecosystem.
Conviction
At UTI AMC, conviction is the important part of our people philosophy. We firmly
believe that every employee contributes distinct strengths, insights, and capabilities
that are essential to our continued success. This belief shapes our commitment to
cultivating an inclusive, growth-oriented, and empowering work environment.
In FY 2024-25, this conviction translated into well-defined policies, targeted
programs, and people-centric initiatives that prioritize employee well-being, professional
development, and a culture of belonging. Whether through continuous learning, structured
feedback, or inclusive engagement practices, the Company remains steadfast in recognizing
and unlocking the full potential of its workforce.
Empowered Capabilities
At UTI AMC, empowerment is central to our Human Capital strategy. During the FY
2024-25, the Company continued to invest in building a capable, confident, and
future-ready workforce by equipping employees with the necessary tools, imparting
training, and resources to succeed in a dynamic business environment.
Through targeted skill-building programs, cross-functional exposure, digital
enablement, and a strong learning culture, employees are encouraged to take ownership of
their growth. The Company also ensures structured support for talent development through
regular assessments, mentoring, and career progression frameworks.
Empowered capabilities not only elevate individual performance but also enhance
collective agility, enabling UTI AMC to meet evolving business challenges with confidence
and resilience.
United Commitment
During the FY 2024-25, HR continued to strengthen the bond between employees and the
organisation by aligning personal aspirations with business goals and fostering a culture
of trust, accountability, and shared purpose.
By encouraging open communication, actively addressing employee feedback, and
reinforcing values of collaboration and transparency, HR has played a vital role in
deepening engagement across all levels. This united commitment has contributed to improved
retention, higher morale, and a workforce that remains motivated to contribute
meaningfully to the Company's continued success.
Fostering Collaborative Excellence
The partnership between HR and employees at UTI AMC continues to evolve as a dynamic
journey rooted in collaboration, trust, and mutual growth. In FY 2024-25, HR has focused
on creating a workplace culture where individuals feel valued, empowered, and aligned with
the organisation's purpose. Through structured feedback systems, targeted mentorship
programs, and impactful recognition initiatives, HR has reinforced its commitment to
employee engagement and professional development. These efforts have fostered a culture of
appreciation, adaptability, and collective excellence ensuring the workforce remains
resilient, motivated, and future-ready.
Employee Overview and Statutory Disclosures
As on 31st March, 2025, UTI AMC had a total headcount of 1,397 employees
across various business functions and locations. The standalone employee benefit expenses
for the FY 2024-25 amounted to '363.98 Crore, as against '368.35 Crore for the FY 2023-24.
Disclosures required under Section 197(12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part
of this Directors' Report.
In terms of provisions of Section 1 36 of the Act, the Integrated Annual Report is
being sent to members excluding aforementioned information. Such information will be
available on the Company's website at https://www.utimf.com/amc-
shareholders/annual-reports. In accordance with Section 136 of the Act, this exhibit is
available for inspection by members through electronic mode.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is dedicated to conducting its affairs with fairness and transparency,
upholding the highest standards of professionalism, honesty, integrity, ethical conduct
and robust corporate governance practices. The Board has implemented the 'Whistle Blower
Policy' (the Policy) in accordance with Section 1 77(9) of the Act, Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the SEBI
Listing Regulations.
The Policy complements the Company's broader governance framework, including the Code
of Ethics, Staff Rules, AntiBribery Policy, and Anti-Fraud Policy. It provides a
structured vigil mechanism for all stakeholders including employees to report genuine
concerns regarding actual or suspected unethical behavior, violations of legal or
regulatory requirements, or misconduct, without fear of retaliation or adverse
consequences. UTI AMC fosters a culture of openness and accountability, and views the
whistle blower mechanism as a key enabler of its corporate governance practices. The
Company ensures that all concerns raised under this mechanism are handled in a fair,
confidential, and timely manner, reinforcing trust and reinforcing its values-driven work
culture.
The details related to vigil mechanism / whistle blower policy are provided in the
Corporate Governance Report forming part of this Annual Report.
As per Regulation 46 of the SEBI Listing Regulations, the whistle blower policy is also
available on the Company's website at
https://www.utimf.com/amc-shareholders/code-and-policies.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
UTI AMC remains steadfast in its commitment to fostering a safe, inclusive, and
respectful work environment. In line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 201 3, the Company has
implemented a comprehensive Policy on Prevention of Sexual Harassment (POSH). This policy
not only addresses protection against sexual harassment but also includes safeguards
against false or malicious allegations, ensuring a balanced and fair approach.
An Internal Committee (IC) has been duly constituted at all relevant locations in
accordance with statutory requirements. The IC is empowered to receive and investigate
complaints in a time-bound, confidential, and unbiased manner.
Key highlights for FY 2024-25
1
No complaint of sexual |
x Mandatory POSH training |
1 Awareness and sensitisation programs |
harassment was received |
was conducted across the |
were held at regular intervals to reinforce |
or remained pending |
organisation, ensuring 100% |
the principles of dignity, respect, and |
during the year. |
employee participation. |
zero tolerance for harassment. |
|
|
|
The details of number of complaints of sexual harassment received in the year, number
of complaints disposed off during the year and number of cases pending for more than
ninety days are provided in the Corporate Governance Report, which forms part of this
Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS
Composition of Board
The Board comprises of 8 (eight) Directors, consisting of 4 (four) Non-Executive
Independent Directors [including 1 (one) Non-Executive Independent Women Director], 3
(three) Non-Executive Nominee Directors and 1 (one) Executive Director (Managing
Director). The Chairperson of the Company is a Non-Executive Independent Director.
Re-Appointment
The first term of Ms. Jayashree Vaidhyanathan (DIN: 071 40297) as Non-Executive
Independent Director of the Company was till 1 5th December, 2024. The Board,
based on the recommendation of the Nomination and Remuneration Committee, approved the
re-appointment Ms. Jayashree Vaidhyanathan as NonExecutive Independent Director of the
Company. Subsequently, the members of the Company through postal ballot approved her
re-appointment as Non-Executive Independent Director of the Company for another period of
3 (three) years with effect from 16th December, 2024 upto 15th
December, 2027. Appointment & Resignation
The Board had appointed Mr. Santosh Kumar (DIN: 1 01 66739) (nominee of Punjab National
Bank) as an Additional Director (Non-Executive Nominee Category) with effect from 1st
October, 2024. Subsequently, the members, through postal ballot, approved the appointment
of Mr. Santosh Kumar as Non-Executive Nominee Director, liable to retire by rotation.
Mr. Kiran Kumar Tarania (DIN: 09637366) resigned from the position of Non-Executive
Nominee Director of the Company with effect from close of business hours on 30th
September, 2024 due to superannuation from Punjab National Bank.
Mr. Rajeev Kakar (DIN: 01888608) resigned from the position of Non-Executive
Independent Director of the Company with effect from close of business hours on 10th
December, 2024.
Cessation
Ms. Dipali Sheth (DIN: 07556685) completed her tenure as a Non-Executive Independent
Director of the Company and
TO
she ceased to be Non-Executive Independent Director of the Company with effect from
close of business hours on 15th ^ December, 2024.
The Board acknowledged the valuable contributions made by all the directors during
their tenure on the Board and various committees of the Company.
Retirement by Rotation
Pursuant to Section 152 of the Act, Mr. Srivatsa Desikamani (DIN: 1 01 93489) will
retire by rotation and being eligible, offers himself for re-appointment at the 22nd
AGM of the Company.
A detailed profile and other related information along with necessary resolutions of
Mr. Srivatsa Desikamani, seeking re-appointment at the 22nd AGM as required
under Secretarial Standard on General Meetings and Regulation 36 of the SEBI Listing
Regulations, is provided in the Notice of the 22nd AGM. Disclosure of
Disqualification of Directors All the Directors of the Company have confirmed that
they are not disqualified from being appointed as Directors pursuant to Section 164 of the
Act. Further, a certificate confirming that none of the Directors on the Board has been
debarred or disqualified from being appointed or continuing as a Director of the Company
by the SEBI, the Ministry of Corporate Affairs, or any other statutory authority, is
annexed to the Corporate Governance Report, which forms part of this Annual Report.
Key Managerial Personnel
As on 31st March, 2025, the Company has following 3 (three)
Key Managerial Personnel (KMP) as defined in Section 2(51) and in compliance with
Section 203 of the Act:
O Mr. Imtaiyazur Rahman, Managing Director & Chief Executive Officer;
O Mr. Vinay Lakhotia, Chief Financial Officer; and O Mr. Arvind Patkar, Company
Secretary & Compliance Officer.
During the FY 2024-25, there was no change in the KMPs of the Company.
DECLARATION OF INDEPENDENCE
The Non-Executive Independent Directors of the Company have submitted declaration of
independence, pursuant to Section 149 of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations, stating that they have met the criteria of independence as provided
therein.
The Board is of the opinion that all the Non-Executive Independent Directors are
persons of integrity, have relevant expertise, experience and fulfil the conditions
specified under the Act and the SEBI Listing Regulations and are independent of the
management.
All Non-Executive Independent Directors of the Company are registered in the databank
of Independent Directors in compliance with the provisions of Section 1 50 of the Act and
Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.
The Non-Executive Independent Directors have also complied with the provisions of Rule
6(4) of Companies (Appointment and Qualifications of Directors) Rules, 2014 relating to
online proficiency self- assessment test.
The terms and conditions formulated by the Company for appointment of Non-Executive
Independent Directors is available on the Company's website at https://www.utimf.com/
amc-shareholders/code-and-policies.
Further, at the time of the appointment of an Non-Executive Independent Director, the
Company issues a formal letter of appointment outlining his / her role and
responsibilities. The format of the letter of appointment is available on the Company's
website at https://www.utimf.com/amc-shareholders/code- and-policies.
List of key Board skills / Expertise / Competencies is available in Corporate Goverance
Report which forms part of this Annual Report.
FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE INDEPENDENT DIRECTORS
The Company organizes familiarisation programs to keep Directors informed about their
roles, responsibilities, rights and obligations under the Act and other relevant laws,
while also providing insights into the industry's nature, the Company's operations and its
performance.
As per Regulation 46 of the SEBI Listing Regulations, the policy and details of
familiarisation programme are available on the Company's website at
https://www.utimf.com/amc- shareholders/code-and-policies.
NUMBER OF BOARD MEETINGS
8 meetings of Board were conducted during the FY 202425 on 25th April, 2024,
20th June, 2024, 25th July, 2024, 25th October, 2024, 9th
December, 2024, 28th January, 2025, 3rd March, 2025, and 4th
March, 2025.
In addition to the above, one joint meeting of Board of UTI AMC and UTI Trustee Company
Private Limited (Trustees of UTI Mutual Fund) was held on 25th April, 2024, in
compliance with the SEBI guidelines.
In compliance with the provisions of the Act read with the rules and circulars issued
thereunder, the SEBI Listing Regulations and Secretarial Standard (SS-1 on Meetings of
Board of Directors) issued by Institute of Company Secretaries of India, the maximum
interval between any two meetings of the Board did not exceed 120 days.
The composition of the Board and its Committees, along with details of the meetings
held during the FY 2024-25 and the attendance of the Directors, are disclosed in the
Corporate Governance Report which forms part of this Annual Report.
BOARD COMMITTEES
In order to strengthen functioning of the Board, the Board of Directors have
constituted following Committees as per the requirement of the Act and the SEBI Listing
Regulations:
Audit Committee Corporate Social Responsibility and ESG Committee*
Nomination and Remuneration Committee
Unitholder Protection Committee (UHPC)
Stakeholders Relationship Committee
FINCON Governance Committee#
Risk Management Committee
* The Board of Directors merged the ESG Committee with Corporate Social Responsibility
Committee and renamed it as "Corporate Social Responsibility and ESG Committee"
w.e.f. 16th December, 2024.
#The Company has constituted FINCON Governance Committee as per the SEBI mandate from
SEBI's inter regulatory forum.
Additionally, the Company had de-commissioned the Digital Transformation Committee w.e.f.
16th December, 2024.
NOMINATION AND
REMUNERATION POLICY
Pursuant to Section 178 of the Act and Regulation 19(4) of the SEBI Listing
Regulations, the Company has adopted a 'Nomination & Remuneration Policy' which aims
to lay down a framework in relation to nomination and remuneration of Directors, KMPs,
Senior Management Personnel and other employees.
The details of the remuneration paid to the Executive Director and sitting fees to
Non-Executive Directors are included in the Corporate Governance Report, which forms part
of this Annual Report.
The criteria of making payments to Non-Executive Directors has been included in the
Nomination & Remuneration Policy and the said policy, as per Regulation 46 of the SEBI
listing Regulations, is available on the Company's website at https://
www.utimf.com/amc-shareholders/code-and-policies.
AUDIT & SYSTEMS
The Company upholds the belief that internal audit control is an indispensable
companion to the governance principle advocating the exercise of management freedom within
a
framework of checks and balances laid down by applicable regulations and internal
policies. The Company's commitment lies in establishing an efficient and effective
internal control environment that not only ensures operational efficiency but also
safeguards Company's reputation and assets.
With a well-established and robust internal audit process, the Company maintains
continuous vigilance over the adequacy and effectiveness of the internal control
environment. This diligent oversight extends across the Company, ensuring compliance with
operational systems, internal policies and regulatory requirements.
CORPORATE SOCIAL RESPONSIBILITY
Business corporations constantly strive to maximise shareholders wealth. However, there
is a shift in the members mindset led by social expectations, causing business leaders to
revise their strategy by taking into account the economic, social and environmental
impacts. The Company gives utmost importance to its Corporate Social Responsibility (CSR)
initiatives to operate in an economically, socially and environmentally sustainable
manner, while recognising the interests of its stakeholders.
The Company is committed to ensure that its business is conducted according to rigorous
ethical, professional and legal standards. The Company recognises that its business
activities have direct and indirect impact on the society. The Company strives to
integrate its business values and operations in an
ethical and transparent manner to demonstrate its commitment to sustainable development
and to meet the expectations of its stakeholders.
The Company has a 'Corporate Social Responsibility Policy' in compliance with the
requirements of the Act and the Companies (Corporate Social Responsibility Policy) Rules,
201 4 (CSR Rules) read with circulars and notifications issued thereunder, which inter-alia
lays down the roles and responsibilities of the Board relating to CSR, manner of
implementation and monitoring of CSR activities.
The Company has a Board-level CSR committee and the details of its composition, terms
of reference, number of meetings and attendance have been disclosed in the Corporate
Governance Report forming part of this Annual Report.
Pursuant to the CSR Rules, the Chief Financial Officer of the Company has certified
that the funds disbursed as per the annual action plan for the FY 2024-25 have been
utilised for the purpose and in the manner as approved / modified by the CSR Committee and
Board.
As per Regulation 46 of the SEBI Listing Regulations, the Policy is available on the
Company's website at https ://www.utimf. com/ amc-shareholders/code-and-policies.
The Annual Report on the Company's CSR activities for FY 2024-25 is annexed as Annexure-III
to this Directors' Report.
RISK MANAGEMENT
The Company has established processes and systems to ensure robust enterprise-wide risk
management framework. The Risk Management Committee and Board periodically reviews the
Company's risk management policies, procedures and processes which include the delegation
of investment and financial responsibilities, the establishment of prudential investment
norms, the approval & dissemination of guidelines and restrictions, as well as the
establishment of counter-party limits. The Board also reviews the performance of funds
against the relevant benchmark and competing funds.
Effective risk management is critical to the operation of the Company's business. The
Company has adopted various policies and procedures to manage the risks applicable to its
business operations, inter-alia, Investment risk, Liquidity risk, Operational risk,
Cyber Risk, Market risk, Credit risk and Regulatory risk.
DATA PROTECTION AND CYBER
SECURITY
The Company recognizes the importance of the collection, use and security of user's
information collected through various sources. The Company has Board approved Information
Security Policy, Cyber Security Policy, Data Privacy Policy which defines the rights of
the Company / user to use, secure or restrict personal and confidential information of the
investors. The Company is committed to securing investor's personally identifiable
information and has implemented processes and technologies to secure the same.
UTI AMC has a strong cyber security framework wherein cyber risk and its mitigations
are monitored by the Internal Technology Advisory Committee, Information Security
Executive Committee and Board level Risk Management Committee.
Key areas covered under cyber security include strong adherence to the Board-approved
information and cyber security policy, compliance with SEBI guidelines and adopting
industry best practices. The Company maintains a strong cyber security system and has a
framework to protect data integrity and privacy.
The Company has increased efforts through sensitisation of employees, customers and
other stakeholders on cyber frauds, data privacy etc. by providing information
security awareness through training, emailers (related to the latest cyber threats) and
conducting phishing campaigns.
The information security objectives are aligned with business objectives with highly
resilient business continuity infrastructure and processes. The Company has robust
Business Continuity Policy. The Company conducts periodic disaster recovery drills to test
the infrastructure capabilities to continue the business during any contingency.
Furthermore, the Company has obtained specialised cyber-security insurance coverage as
well. Periodic audits were conducted internally as well as through external firms to
ensure data security and to conduct the review of the Cyber Security & Cyber
Resilience Framework and System Audit in compliance with SEBI guidelines.
CYBERSECURITY
In an increasingly digital world, cybersecurity remains integral to our governance
architecture. UTI AMC has deployed advanced systems and processes to prevent, detect, and
respond to potential threats. In FY 2024-25, we reported zero data breaches, reflecting
the strength of our proactive stance.
We rolled out several critical cybersecurity initiatives, including:
(Zero Trust Network Access (ZTNA) and Virtual Desktop Infrastructure (VDI)
Cyber Threat Intelligence programs with automated red teaming and breach
simulations Cyber Liability Insurance for risk protection
Crisis Tabletop Exercises to test and strengthen response readiness Immutable
Backups for ransomware resilience
Employee Sensitisation Drives through email campaigns, phishing simulations, and
awareness programs
Governance extends to how we engage with customers. We maintain transparency through
all communication channels viz. website, app, and email - and prioritize
feedback-driven improvements. Our Risk and Compliance teams continue to rigorously track
daily and periodic regulatory submissions. In FY 2024-25, our average Net Promoter Score
(NPS) stood at 96%, with structured follow-ups to understand and address low scores.
The Company conducts Red Teaming exercises through external vendors on a half yearly
basis to rigorously test and strengthen our cyber security measures.
BOARD EVALUATION
Pursuant to Section 178 of the Act and Regulation 17 of the SEBI Listing Regulations,
the Company has a 'Policy for Evaluation of Performance of the Board of Directors'. The
Policy aims to formulate the procedures and prescribes the criteria to evaluate the
performance of the entire Board, its Committees and individual Directors as well as to
assess and enhance the effectiveness of the Board as a whole. As per Regulation 46 of the
SEBI Listing Regulations, the policy is available on the Company's website at
https://www.utimf.com/amc- shareholders/code-and-policies.
The Company had engaged an external firm to conduct Board evaluation for the FY
2024-25. The performance evaluation was conducted in line with the provisions of the
Policy, the Act, the SEBI Listing Regulations and Guidance Note on Board Evaluation dated
11th November, 2024 issued by SEBI and benchmarked with various international
practices.
The details on evaluation of performance of Board, its Committees and individual
directors are disclosed in the Corporate Governance Report forming part of this Annual
Report.
EMPLOYEE STOCK OPTION SCHEME
The Company has an Employee Stock Option Scheme, namely 'UTI AMC Employee Stock Option
Scheme-2007' (ESOP Scheme). The objective of ESOP Scheme 2007 is to reward employees to
align individual performance with Company's objectives, create a culture of ownership
among the executives and employees to enhance their commitment to the organisation, to
collaborate, attract and retain key talent critical to organisation's success. There are
no changes made to the above Scheme during the FY 2024-25.
The details of ESOP Scheme 2007 are as under: |
Particulars |
Total |
No. of Options granted |
89,03,828 |
No. of Options vested (excluding options that have been exercised) |
19,04,101 |
No. of Options exercised |
25,15,078 |
Total number of equity shares that would arise as a result of full
exercise of options granted net of cancelled / forfeited / lapsed options |
46,91,587 |
No. of Options forfeited / lapsed / cancelled |
42,12,241 |
Money realised by exercise of options (in ?) |
1,14,61,15,783 |
Total number of options in force |
21,76,509 |
Variation in terms of options |
- |
The Exercise Price (in ?) |
728, 923.20 & 816.05 |
The details of stock options granted during the last three financial years to the
employees of the Company and few employees of the subsidiaries are as under:
Sr.
No. |
Date of grant |
No. of options granted |
Face Value (?) |
Exercise Price (?) |
|
|
During the FY 2021-2 |
2 |
|
1. |
28th July, 2021 |
8,61,350 |
10/- |
923.20/- |
2. |
17th January, 2022 |
15,291 |
10/- |
1,079.45/- |
|
|
During the FY 2022-2 |
3 |
|
3. |
13th September, 2022 |
10,17,243 |
10/- |
816.05/- |
|
|
During the FY 2023-2 |
4 |
|
4. |
- |
|
|
|
|
|
During the FY 2024-2 |
15 |
|
5. |
- |
|
|
|
The details of stock options granted to KMPs under the ESOP Scheme 2007 are as under:
Sr.
No. |
Particulars |
Designation |
Total options granted |
1. |
Mr. Imtaiyazur Rahman |
Managing Director & Chief Executive Officer |
6,65,393 |
2. |
Mr. Vinay Lakhotia |
Chief Financial Officer |
49,427 |
3. |
Mr. Arvind Patkar |
Company Secretary & Compliance Officer |
6,512 |
The details of any other employee who received a grant of options in any one year of
option amounting to five percent or more of options granted during that year are mentioned
below:
Sr. |
Name of the Employee |
Options granted in |
Options granted in |
Options granted in |
No. |
FY 2019-20 |
FY 2021-22 |
FY 2022-23 |
1. |
Mr. Imtaiyazur Rahman |
1,75,000 |
2,30,000 |
2,60,393 |
2. |
Mr. Vetri Murugan Subramaniam |
- |
1,43,855 |
1,23,040 |
The Company has not granted stock options to employees under the ESOP Scheme 2007 which
is equal to or exceeds one percent of the issued share capital of the Company in any year.
The earlier grants were made based on parameters inter-alia including tenure,
performance, role and total cost to the Company. The other terms of the aforementioned
grants were in line with the options granted under the ESOP Scheme 2007.
The Company had obtained in-principle approval from stock exchanges for listing of
equity shares for grants under the ESOP Scheme 2007. The following equity shares were
issued and listed during the previous financial years:
Financial Year |
Number of equity shares |
2024-25 |
7,20,897 |
2023-24 |
2,72,479* |
2022-23 |
34,654 |
2021-22 |
1,61,787 |
Total |
11,89,817 |
*1,864 equity shares of the face value of '10 each allotted under ESOP Scheme 2007 on
28thl March, 2024 were listed and admitted for trading on stock exchanges with
effect from 1st April, 2024.
The scheme is in compliance with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE
Regulations). The disclosures as required under the aforesaid regulations can be accessed
on the Company's website at https://www.utimf.com/amc-shareholders/annual-reports.
The certificate, as required under Regulation 13 of the SEBI SBEB & SE Regulations,
from the Practicing Company Secretary certifying that 'UTI AMC Employee Stock Option
Scheme-2007' has been implemented in accordance with the aforesaid regulations will be
available for inspection at the 22nd AGM of the Company.
CONSERVATION OF ENERGY AND
TECHNOLOGY ABSORPTION
Although the Company's primary operations in fund management services are neither
energy-intensive nor dependent on advanced technology, it maintains a strong focus on
energy conservation. Wherever practical, the Company has adopted measures to save energy,
reflecting its dedication to sustainable practices. Acknowledging the importance of
enhancing energy efficiency and conservation, the Company highlights these efforts in its
Business Responsibility and Sustainability Report, which is forming part of the Annual
Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of foreign exchange earnings and outgo are mentioned below:
Particulars |
FY 2024-25 |
FY 2023-24 |
Foreign Exchange Earnings |
14.68 |
15.16 |
Foreign Exchange Outgo |
15.93 |
13.32 |
The Company has spent foreign exchange for payment towards professional fees and
foreign business tours.
ANNUAL RETURN
Pursuant to Section 1 34(3)(a) and Section 92(3) of the Act, along with related
circulars, the Company's Annual Return for FY 2024-25 is accessible on the Company's
website at https://www.utimf.com/amc-shareholders/annual-reports.
MANAGEMENT DISCUSSION AND ANALYSIS SECTION
The Management Discussion and Analysis Section of the Company for the FY 2024-25 forms
part of this Annual Report as required under the Act and Regulation 34(2)(e) read with
Schedule V of the SEBI Listing Regulations.
CORPORATE GOVERNANCE
The Company is a professionally managed Asset Management Company, steered by a
proficient Board whose expertise spans in diverse fields and supported by a dedicated
management team, rich in talent and experience. The Company is steadfast in its commitment
to operating within a robust and compliant framework.
In terms of the SEBI Listing Regulations, a separate section titled 'Corporate
Governance Report' has been included in this Annual Report. The Company has obtained a
certificate from a Practicing Company Secretary, certifying that the Company has complied
with the mandatory requirements as stipulated under the SEBI Listing Regulations and his
certificate forms part of the Corporate Governance Report which is forming part of this
Annual Report.
The Company undertakes the following practices as part of good corporate governance
practices:
ESG INITIATIVES AND PROGRESS
OF THE COMPANY
In an era where sustainability is rapidly reshaping the global financial ecosystem, ESG
considerations have transitioned from being compliance-driven to becoming foundational
pillars of long-term value creation. At UTI AMC, the ESG philosophy is no longer an
adjunct to business - it is a strategic imperative that informs every aspect of how we
operate, invest, and grow. As stakeholder expectations rise and environmental and social
risks intensify, our proactive integration of ESG principles position us to deliver
resilient performance, foster inclusive growth, and promote good governance.
Over the past year, we have advanced our ESG journey by embedding it deeper into our
business strategy and operational framework. We continue to evolve our practices to align
with emerging regulatory expectations, global standards, and stakeholder priorities. We
recognize that our fiduciary responsibilities extend beyond financial outcomes, and our
ESG programmes reflect this ethos across our operations, investments, employee engagement,
and community development efforts.
Since FY 2021 -22, we have reported our ESG progress through our annual Sustainability
Report and, in compliance with SEBI Regulations, through the Business Responsibility
Guidelines for Responsible Business Conduct (NGRBC). In FY 2023-24, we strengthened our
ESG disclosures by conducting a Double Materiality Assessment. Building on this
foundation, we carried out an ESG risk analysis for the company in FY 2024-25, with plans
to extend the assessment across all group entities.
Responsible Investment Policy: UTI AMC has adopted a Responsible Investment Policy,
demonstrating its commitment to the integration of ESG factors in the investment
decisionmaking process. Our Responsible Investment Policy serves as a strategic blueprint
to systematically incorporate material ESG factors across the investment lifecycle, from
screening and due diligence to monitoring and engagement.
As a committed signatory to the United Nations Principles for Responsible Investment
(UN PRI) since 2020 and Climate Action 100+ since November 2023, we align our investment
practices with globally recognized standards of transparency, accountability, and
responsible stewardship. Strengthened due diligence by partnering with SES ESG for
independent ESG scores and thematic research have enriched our investment analysis and
stewardship conversations with companies. Our ESG integration framework has been
strengthened over the years to include detailed evaluation of climate-related and social
risks such as carbon intensity, water availability, hazardous waste management,
biodiversity loss, access to green technology, workplace safety, diversity metrics, and
financial inclusion.
Environmental Responsibility
Environmental stewardship aligns with the Paris Agreement to limit global
temperature rise to 1 .5?C above pre industrial level.
Focused on optimising operational footprint
through energy-efficient upgrades and real-time monitoring of HVAC systems.
Continued commitment to 100% renewable energy at the corporate office, supported
by Green Energy Certificates.
Promoted responsible material sourcing using certified recyclable materials and
invested in digital infrastructure.
Advanced water & waste management with Sewage Treatment Plant (STP) reuse,
composting, recycling, and responsible e-waste disposal.
Pushed for a paperless future & smart mobility via
digitalisation, EV charging stations, and climate-focused investor engagement.
Social
Built a purpose-driven workforce through comprehensive training in leadership,
finance, and sustainability.
Reinforced diversity, equity, and inclusion (DE&I)
with targeted hiring and inclusive behaviour training.
Expanded investor education through 890 + awareness programmes, including 291
women-focused sessions.
Delivered measurable social value through CSR initiatives in education, health,
and rural development. Launched UTI Cares to foster employee volunteering and
community engagement with NGOs.
Partnered with Goonj to support rural India through contributions that transforms urban
surplus (like clothes, stationery, and household items) into resources for rural
development.
Governance
Governance is a core pillar that drives long-term value creation for all stakeholders
through integrity, transparency, and accountability.
Oversight of our ESG initiatives is led by the CSR and ESG Committee of the Board,
guiding responsible business practices.
Q A formal stewardship code and proxy voting policy enable advocacy for
sustainability and governance in investee companies.
Q A Double Materiality Assessment and subsequent ESG Risk Analysis to
integrate sustainability into strategic planning and risk management.
The corporate governance framework promotes ethical decision-making, fair
disclosures, and stakeholder engagement, anchored in the 3C philosophy - Conviction,
Capabilities, and Commitment.
Ethical protocols like the Code of Conduct, Whistleblower Policy, AML framework,
and POSH policy are part of mandatory employee training.
O I n FY 2024-25, 97% training completion and 96% ESG module participation were
recorded via the UTI Pragati platform.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
SEBI has mandated the top 1 000 listed entities to disclose their performance against
the nine principles of the 'National Guidelines on Responsible Business Conduct' (NGRBC)
in Business Responsibility and Sustainability Report from the FY 2023-24.
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility
and Sustainability Report for the FY 2024-25 forms part of this Annual Report. ESG factors
are increasingly becoming important considerations for investors. The BRSR reflects a
commitment to sustainable development and responsible business practices.
The Company has issued its sustainability report for the FY 2023-24 with reference to
the GRI Standards along with guidance from the Sustainability Accounting Standards Board
Reporting Standards which outlines Company's performance on key ESG parameters integrated
in the operations. At UTI AMC, focus on ESG matters underpins the business and is
imperative to fulfill the mission of serving clients responsibly and creating long-term
value.
As per Regulation 46 of the SEBI Listing Regulations, the BRSR reports are available on
the Company's website at https://www.utimf. com/amc- shareholders/annual-reports.
The Sustainability Reports are also available on the Company's website at
https://www.utimf.com/amc-shareholders/code-and- policies.
POSTAL BALLOT
During the FY 2024-25, the Company sought the approval of the members by way of postal
ballot. The details of the resolutions passed through postal ballot, are provided in the
Corporate Governance Report, which forms part of this Annual Report.
WEBSITE DISCLOSURES
In compliance with Regulation 46 of the SEBI Listing Regulations, the Company maintains
a functioning website where necessary information / disclosures / intimations etc.
are disclosed from time to time. The link to the statutory disclosures under the said
regulation is available on the Company's website at
https://www.utimf.com/amc-shareholders/disclosures-under-regulation-46-of- the-lodr.
The Company had conducted a quarterly due diligence of compliance of the website
disclosures of a Company from practicing company secretary on voluntary basis, and the
same is presented to the Board.
DIGITAL INITIATIVES:
UTI Mutual Fund Digital platforms for Investors, Distributors and Corporate Portal were
revamped in the FY 2024-25 to offer best-inclass user experience and enhanced features for
all users.
Digital Initiatives of the Company gone live:
OTHER DISCLOSURES
In terms of the applicable provisions of the Act and the SEBI
Listing Regulations, the Company additionally discloses that
during the FY 2024-25:
(i) t he Company has not accepted any deposit under Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014;
(ii) t here was no change in the nature of business of the Company;
(iii) t here was no revision in the financial statements or Directors' Report of the
Company;
(iv) t here was no material change and commitment affecting the financial position of
the Company between the end of the FY 2024-25 and the date of this report;
(v) t here was no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future;
(vi) t he Company has not issued any shares with differential voting rights;
(vii) t he Company has not issued any sweat equity shares;
(viii) t he Company has not bought back its shares, pursuant to the provisions of
Section 68 of the Act and Rules made thereunder;
(ix) no application has been made under the Insolvency and Bankruptcy Code, hence, the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the
end of the financial year is not applicable;
(x) t he Company has not made any one-time settlement with the Banks or Financial
Institutions;
(xi) t he Company has not failed to implement any corporate action;
(xii) the Company's securities were not suspended from trading; and
(xiii) The Company is duly complied with the provision of the Maternity Benefit Act,
during the FY 2024-25.
Matter for information to the
members (Not for appointment /
approval / voting):
Succession of Key Managerial Personnel: Selection of Mr. Vetri Subramaniam as the
next Managing Director & Chief Executive Officer of UTI Asset Management Company
Limited. We would like to inform the members that the Board had, in its meeting held on 6th
May, 2025; selected Mr. Vetri Subramaniam (currently Chief Investment Officer of the
Company) as the next Managing Director & Chief Executive Officer of UTI Asset
Management Company Limited (UTI AMC). The Board of UTI AMC has recommended the same to the
Board of UTI Trustee Company Private Limited (UTI Trustee Company) for the fit and proper
approval, as per Regulation 22 of the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996. The decision of the Board of UTI Trustee Company is awaited.
Once the Board of UTI Trustee Company conveys its decision, the same shall be placed
before shareholders in extra - ordinary general meeting or through postal ballot,
alongwith the detailed transition plan to the next Managing Director & Chief Executive
Officer.
DIRECTORS' RESPONSIBILITY
STATEMENT
Pursuant to the requirements under Section 134(3)(c) and
Section 1 34(5) of the Act, with respect to Directors' Responsibility
Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the FY 2024-25, the applicable
accounting standards were followed along with proper explanation relating to material
departures, if any;
(ii) the accounting policies were selected and applied consistently, judgments and
estimates were made so that they are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the year i.e. 31st
March, 2025 and of the profit and loss of the Company for that period;
(iii) proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
(iv) t he annual accounts were prepared on a going concern basis;
(v) proper internal financial controls were in place and that such financial controls
were adequate and were operating effectively; and
(vi) systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
ACKNOWLEDGEMENT
The Board extends heartfelt appreciation to the dedicated employees and support staff
across the Company and its subsidiaries for their unwavering commitment and hard work.
The Board also extends deep gratitude for the invaluable guidance, cooperation and
support from stakeholders, including the Securities and Exchange Board of India, Reserve
Bank of India, Pension Fund Development and Regulatory Authority, NPS Trust, Ministry of
Corporate Affairs, Registrar of Companies, Association of Mutual Funds in India, UTI
Trustee Company Private Limited, National Securities Depository Limited, Central
Depository Services (India) Limited, National Stock Exchange of India Limited, BSE
Limited, Association of Mutual Funds in India, auditors as well as the Company's sponsors
and members.
Additionally, the Board expresses its thanks to UTI MF scheme investors, auditors,
custodians, registrar & transfer agents, banks, distributors and all other service
providers for their invaluable support.
For and on behalf of the Board of Directors of UTI Asset Management
Company Limited
Date: 7th July, 2025 Dinesh Kumar Mehrotra
Place: Mumbai Chairperson
(DIN: 00142711)
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