Directors Report of Canara Robeco Asset Management Company Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty Second Annual Report of Canara Robeco Asset Management Company Limited ("the Company")
together with the Audited Financial Statement for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

	Year ended 31st March, 2025 ('' Lakhs)	Year ended 31st March, 2024 ('' Lakhs)
Total Revenue from Operations and other income	40,399.53	31,878.34
Total Expenses	14,132.7	11,881.97
Profit/(Loss) before depreciation	26,266.83	19,996.37
Depreciation	502.54	478.03
Profit/(Loss) before tax exceptional items and tax	25,764.29	19,518.34
Less : Prior Period Items	Nil	Nil
Profit/(Loss) before tax	25,764.29	19,518.34
Less : Provision for Income Tax	6,371.00	4,300.00
Less: Charge/(Credit) for deferred tax	322.85	118.85
Add/(less) : Other comprehensive income	(26.79)	(12.71)
Total Comprehensive Income	19,043.65	15,086.78

ANNUAL RETURN

The annual return of the Company as required under Section 92(3) & 134 (3)(a) of the Companies Act, 2013 is available on the website of the Company
at https://www.canararobeco.com/documents/statutory-disdosures/annual-reports-returns/annual-return/.

STATE OF COMPANY AFFAIRS

For the year ended March 31, 2025, the revenue of the Company by way of management fees and other income earned was at '' 40,399.53 Lakhs
(previous year ended March 31, 2024: '' 31,878.34 Lakhs). The expense of the Company before depreciation was at '' 14,132.70 Lakhs (previous year
ended March 31, 2024: '' 11,881.97 Lakhs). The Total Comprehensive income of the Company was at '' 19,043.65 Lakhs (previous year ended March 31,
2024: '' 15,086.78 Lakhs). The average net assets under management (AAUM) stood at '' 1,01,895.45 Crores (previous year ended March 31, 2024: ''
88,077.84 Crores). For the year ended March 31, 2025, the income from offshore advisory earned was '' 1,648.66 Lakhs (previous year ended March
31, 2024: '' 877.18 Lakhs).

Dividend
Interim Dividend:

The Board of Directors, in their meeting held on October 22, 2024, declared interim dividend of '' 1/- per equity share aggregating to '' 1,994.17 lakhs
for the year ended March 31, 2025.

Final Dividend:

The Board of Directors of the Company has proposed declaration of final dividend at '' 1.5 per equity share amounting to '' 2,991.26 lakhs for FY 2024-25.
TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to any reserve during the financial year end March 31, 2025.

SHARE CAPITAL

At the Extra-ordinary General Meeting of the Company held on September 19, 2024, it was decided to capitalise a sum of '' 1,49,56,30,710/- by way of
issue of bonus shares of '' 10/- each to existing shareholders'' in the proportion of three new shares for every one shares held. Pursuant to this, 7,62,77,166
equity shares were issued as bonus shares to Canara Bank and 7,32,85,905 equity shares were issued as bonus shares to ORIX Corporation Europe N.V.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO FINANCIAL STATEMENTS

The Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.
The financial controls are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

There has been no change in the legal status or constitution of the Company during the financial year under review. There has been no change in
the financial year of the Company during FY 2024-25. As per the Companies Act, 2013 ("the Act"), the Company has neither any subsidiary/associate
company. The Company continues to be a subsidiary of Canara Bank.

OPERATIONS:

Schemes Launched

The following scheme was launched during the financial year ended March 31, 2025:

Name	Type	Initial Subscription (Rs.) In Crores
Canara Robeco Balanced Advantage Fund	An Open-Ended Dynamic Asset Allocation Fund	1,296.75

Change in Fundamental Attributes of the Schemes

No change in the Fundamental Attribute of the Schemes during the financial year ended March 31, 2025.

Schemes Closed

During the financial year ended March 31, 2025, no close ended schemes matured and redeemed.

As on March 31, 2025, the Company has been managing 25 schemes of Canara Robeco Mutual Fund, of which 10 are debt-oriented schemes, 12 are
equity-oriented schemes and 3 are hybrid schemes.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company, being a non-banking non-financial Company, has no specific comments on conservation of energy and technology absorption in terms of
the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rues, 2014. Your Company has, however,
used information technology relevant to its business in keeping with the size of its operations.

The Foreign Exchange Earnings and Expenditure is as follows:

• Earning in foreign currency aggregated to '' 1,648.66 Lakhs (previous year: '' 877.18 Lakhs).

• Expenditure in foreign currency aggregated to '' 2,994.38 Lakhs (previous year: '' 2,053.15 Lakhs).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. BOARD OF DIRECTORS

The Board of the Company currently comprises 9 (Nine) Directors consisting of 5 (five) Independent Directors, 3 (three) Non-Executive Non-Independent

Directors and the Managing Director & CEO.

Current Composition of Board of Directors:

1. Mr. K Satyanarayana Raju, Non-Executive Director & Chairman (DIN: 08607009)

2. Mr. Rajnish Narula, Managing Director & Chief Executive Officer (DIN: 03607363)

3. Mr. Kiyoshi Habiro, Non-Executive Director (DIN: 09470886)

4. Mr. Tim van Hest, Non-Executive Director (DIN: 08601024)

5. Mr. Agyey Kumar Azad, Independent Director (DIN: 08985570)

6. Mr. Ravindran Menon, Independent Director (DIN: 00016302)

7. Mr. Suhail Chander, Independent Director (DIN: 06941577)

8. Ms. Nirmala Sridhar, Independent Director (DIN: 07076059)

9. Ms. Anuradha Nadkarni, Independent Director (DIN: 05338647)

Changes in the composition of the Board of Directors:

During the year, the following changes took place in the composition of the Board of Directors:

A. Appointment:

1. The Board of Directors, at its meeting held on September 19, 2024, based on the recommendation of Nomination & Remuneration
Committee, appointed Mr. Rajnish Narula (holding Director Identification Number: 03607363) as the Managing Director & Chief Executive
Officer of the Company with effect from September 19, 2024, subject to approval from the Shareholders of the Company. Subsequently,
the Shareholders of the Company, at the Extra-ordinary General Meeting held on September 19, 2024, approved the appointment of Mr.
Rajnish Narula (holding Director Identification Number: 03607363) as the Managing Director & Chief Executive Officer of the Company

2. The Board of Directors, at its meeting held on September 19, 2024, based on the recommendation of Nomination & Remuneration Committee,
appointed Ms. Nirmala Sridhar (holding Director Identification Number: 07076059) as an Independent Director (Additional Director) of
the Company with effect from September 19, 2024 for a term of three years, subject to approval from the Shareholders of the Company.
Subsequently, the Shareholders of the Company, at the Extra-ordinary General Meeting held on April 4, 2025, ratified the appointment of
Ms. Nirmala Sridhar (holding Director Identification Number: 07076059) as the Independent Director of the Company for a term of three
years.

3. The Board of Directors, vide its circular resolution passed on November 13, 2024, based on the recommendation of Nomination &
Remuneration Committee, appointed Ms. Anuradha Nadkarni (holding Director Identification Number: 05338647) as an Independent
Director (Additional Director) on the Board of Directors of the Company with effect from November 13, 2024 for a term of three years. The
Shareholders of the Company, at the Extra-ordinary General Meeting held on April 4, 2025, ratified the appointment of Ms. Anuradha
Nadkarni (holding Director Identification Number: 05338647) as the Independent Director of the Company for a term of three years.

4. The Board of Directors, based on the recommendation of Nomination & Remuneration Committee, re-appointed Mr. Suhail Chander (holding
Director Identification Number: 06941577), as an Independent Director on the Board of Directors of the Company for the second term of

three consecutive years with effect from the approval of Shareholders of the Company. Subsequently, the Shareholders of the Company,
at the Annual General Meeting held on July 22, 2024, approved the appointment of Mr. Suhail Chander (holding Director Identification
Number: 06941577) as the Independent Director of the Company for a term of three years.

B. Resignation:

• Mr. Pramod Kumar Sharma (holding Director Identification Number: 09293359) ceased to be an Independent Director with effect from
end of business hours on August 30, 2024.

• Mr. Debashish Mukherjee - Non-Executive Non-Independent Director (holding Director Identification Number: 08193978) resigned from
the Board of Directors with effect from May 31, 2025 due to superannuation from the services of the Canara Bank.

Your Directors place on record their deep appreciation of the services rendered by Mr. Pramod Kumar Sharma (holding Director Identification
Number: 09293359) and Mr. Debashish Mukherjee (holding Director Identification Number: 08193978).

C. Declaration of Independence:

As per the provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and the terms of appointment of
Independent Directors are governed by the provisions of the Companies Act, 2013. All Independent Directors have given declarations that they
meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 as amended which has been relied on by the
Company and were placed at the Board Meeting of the Company. In the opinion of the Board, the Independent Directors fulfil the conditions
specified in the Companies Act, 2013 and are independent of the Management.

D. Retirement by rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Tim Van Hest (holding Director Identification Number DIN: 08601024) would retire by
rotation at the ensuing Annual General Meeting and is eligible for reappointment. Mr. Tim Van Hest (holding Director Identification Number
DIN: 08601024) has offered himself for re-appointment.

E. Disclosure of relationships between Directors inter-se:

There were no inter-se relationships between any of the Directors of the Company:

F. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Rajnish Narula (Managing Director & CEO), Mr. Ashwin Purohit (Chief
Financial Officer) and Mr. Ashutosh Vaidya (Company Secretary) are Key Managerial Personnel (KMP) of the Company. During FY 2024- 2025,
Mr. Rajnish Narula, Manager & Chief Executive Officer was appointed as Managing Director & Chief Executive Officer from September 19, 2024
till 25th September 2028.

G. Senior Managerial Personnel

CRAMC at its Board meeting held on 28th March 2025 identified the following as the Senior Managerial Personnel:

Name of the officer/personnel Designation

Ms. Hilde Faber Chief Operating Officer

Mr. Avnish Jain Head Fixed Income

Mr. Gaurav Govind Goyal Head - Sales & Marketing

Mr. Shridatta Bhandwaldar Head - Equities

Ms. Upasna Saboo Head - Human Resource

H. Meetings of the Board of Directors:

During the financial year ended March 31, 2025, seven meetings of the Board of Directors were held on April 23, 2024, July 22, 2024, September
19, 2024, October 22, 2024, December 20, 2024, January 21, 2025 and March 28, 2025 to review financials, the performance of company,
Compliance mechanism and other activities related to the company.

2. COMMITTEES OF THE BOARD OF DIRECTORS:

a. Audit Committee:

In compliance with Section 177 of the Companies Act 2013, the Board of Directors has constituted an Audit Committee.

Current Composition of Committee:

1. Ms. Nirmala Sridhar (DIN: 07076059) - Independent Director & Chairman

2. Mr. Tim Van Hest (DIN: 08601024) - Non-Executive Director

3. Mr. Suhail Chander (DIN: 06941577) - Independent Director

4. Mr. Ravindran Menon (DIN: 00016302) - Independent Director

5. Mr. Agyey Kumar Azad (DIN: 08985570) - Independent Director

Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of the Audit Committee with effect
from May 31, 2025.

The Committee reviews the financials of the Company, the financials of schemes, regulatory inspection reports of the Company, reports of the
internal and statutory auditors placed before them, from time to time.

During the financial year, there have been no instances where the Board has not accepted the recommendation of the Audit Committee of the
Board.

Meetings of the Audit Committee:

During the financial year ended March 31, 2025, four meetings of the Audit Committee were held on April 23, 2024, July 22, 2024, October
22, 2024 and January 21, 2025 to review financials, audit reports and other activities related to the company.

b. Risk Management Committee:

For effective management of affairs of the Company, the Board of Directors has constituted Risk Management Committee.

Current Composition of the Risk Management Committee:

1. Mr. Tim Van Hest (DIN: 08601024) - Non-Executive Director

2. Mr. Suhail Chander (DIN: 06941577) - Independent Director

3. Ms. Nirmala Sridhar (DIN: 07076059) - Independent Director

Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of the Risk Management Committee
with effect from May 31, 2025.

The Committee reviews the Risk Management framework and other reports, from time to time.

Meetings of the Risk Management Committee:

During the Financial year 2024-25, four meetings of Risk Management Committee were held on April 23, 2024, July 22, 2024, October 22,
2024 and January 21, 2025 to review risk related framework & other reports.

c. Corporate Social Responsibility Committee:

In compliance with Section 135 of the Companies Act 2013 read with Schedule VII thereto, The Board of Directors has constituted a Corporate
Social Responsibility Committee ("CSR Committee").

Current Composition of the CSR Committee:

1. Mr. Kiyoshi Habiro (DIN: 09470886) - Non-Executive Director

2. Mr. Suhail Chander (DIN: 06941577) - Independent Director

3. Mr. Agyey Kumar Azad (DIN: 08985570) - Independent Director

Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of the CSR Committee with effect from
May 31, 2025.

Meetings of the Committee:

During the Financial year 2024-25, a meeting of CSR Committee was held on 22nd July, 2024.

CSR Policy:

Further, in compliance with the aforesaid provisions and the Companies (Corporate Social Responsibility Policy) Rules 2014, Your Company has
also formulated a Corporate Social Responsibility Policy which is available on the website of the Company at https://www.canararobeco.com/
wp-content/uploads/2025/04/CSR-P0LICY-Updated-04.04.2025-1.pdf
CSR Activities:

The Report on CSR activities, undertaken during FY 2024-25, as required under the Companies (Corporate Social Responsibility Policy) Rules,
2014 has been appended as Annexure I and forms integral part of this Report.

d. Nomination and Remuneration Committee:

In compliance with Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Nomination and Remuneration Committee.
Current Composition of the Nomination and Remuneration Committee:

1. Mr. Agyey Kumar Azad (DIN: 08985570) - Independent Director & Chairman

2. Mr. Kiyoshi Habiro (DIN: 09470886) - Non-Executive Director

3. Mr. Suhail Chander (DIN: 06941577) - Independent Director

4. Ms. Nirmala Sridhar (DIN: 07076059-) - Independent Director

5. Ms. Anuradha Nadkarni (DIN: 05338647) - Independent Director

Mr. Agyey Kumar Azad - Independent Director appointed as Chairman of Nomination and Remuneration Committee with effect from April 4, 2025.
Ms. Anuradha Nadkarni- Independent Director appointed as Member of Nomination and Remuneration Committee with effect from April 4, 2025.
Ms. Nirmala Sridhar- Independent Director appointed as Member of Nomination and Remuneration Committee with effect from April 4, 2025
Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of the Nomination and Remuneration
Committee with effect from May 31, 2025.

Meetings of the Committee:

During the financial year ended March 31, 2025, three meetings of Nomination and Remuneration Committee were held on April 23, 2024,
September 19, 2024 and March 28, 2025.

Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.canararobeco.com/
documents/statutory-disclosures/policies/nr-policy/.

e. Unit Holders'' Protection Committee Meeting:

In compliance with SEBI (Mutual Funds) Regulations, 1996, the Board of Directors have constituted the Unit Holder''s Protection Committee
("UHPC").

Current Composition of the UPHC:

1. Mr. Agyey Kumar Azad (DIN: 08985570) - Independent Director & Chairman

2. Ms. Nirmala Sridhar (DIN: 07076059) - Independent Director

3. Mr. Tim Van Hest (DIN: 08601024) - Non-Executive Director

4. Mr. Suhail Chander (DIN: 06941577) - Independent Director

5. Mr. Ravindran Menon (DIN: 00016302) - Independent Director

Pursuant to resignation of Mr. Debashish Mukherjee - Non-Executive Director, he ceased to be a member of UPHC with effect from May 31, 2025.
The Committee is primarily formed to protect the interests of unit holders across all products and services provided by the company.

Meetings of the Committee:

During the financial year ended March 31, 2025, four meetings of Unit Holder''s Protection Committee were held on July 22, 2024, October 22,
2024, January 21, 2025 and March 28, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) & Section 134(5) of the Companies Act, 2013, your Directors, based on the representation received from the Management
Team, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material
departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for
that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies
Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis; and

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

PERFORMANCE EVALUATION

Your Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors. It covers the areas
relevant to the functioning of Independent Directors or other directors, members of the Board or Committees of the Board. Pursuant to the provisions
of the Companies Act, 2013, the evaluation was carried through a structured questionnaire covering various aspects of functioning such as adequacy
of the composition of the Board and its Committees, execution and performance of duties and responsibilities and governance.

A separate meeting of Independent Directors without the presence of Non-Independent Directors and the management team was held on March 28,
2025 as per the provisions of Schedule IV of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, evaluate and control risks. The key risks identified by the Company and the controls
envisaged and implemented by the company are as under:

a. Risks relating to Asset Management business:

The Policy is evolved and implemented to cover various risks associated with the management of schemes of Canara Robeco Mutual Fund including
market risk, credit & default risk, funding liquidity risk, asset liquidity risk and interest rate risk.

b. Operational Risk

The company has well defined policies on operational risk management, as well as documented process descriptions and documented operational
procedures.

c. Business Continuity Risk

To ensure availability of critical systems even during disasters like building fires, regional incidents like earthquakes, or national incidents like
pandemic illnesses the company has prepared and regularly updates the business continuity plan. The company''s Disaster Recovery Procedure
document enumerates how the company will recover and restore partially or completely interrupted critical functions within a predetermined time
after a disaster or extended disruption. The company also conducts regular DR tests to ensure the availability of critical systems.

d. Reputation Risk

The company has placed well defined systemic checks and controls in place so that no activity, action or stance performed or taken by a company
or its officials may result in the impairment of its image in the community and/or the long-term trust placed in the organization by its stakeholders
and /or the scheme investors.

e. Compliance risk

The company has a compliance officer and has also implemented wherever feasible system -controlled compliance checks. The company is also
subjected to a monthly regulatory compliance review by internal auditors and the reports are being placed before the Board.

f. Strategic risk

The Board is kept abreast of the changes in the operating and business environments on an ongoing basis. Any new initiatives / change in the
business approach is discussed and approved by the Board before implementation.

PARTICULARS OF EMPLOYEES'' REMUNERATION

The Information as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is maintained at the registered
office of the Company. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the registered
office of the Company.

STATUTORY AUDITORS

Under Section 139 of the Companies Act 2013, the Auditor of the Company is appointed by the Comptroller and Auditor General of India, New Delhi.
Under Section 142 of the Companies Act, 2013, the remuneration of Auditors appointed under Section 139 by the Comptroller and Auditor General of
India, is fixed by the Company in the General Meeting.

Accordingly, M/s. Borkar & Muzumdar., Chartered Accountants, was appointed by the Comptroller and Auditor General of India as the Statutory Auditors
of the Company for the financial year 2023-24 and its remuneration was approved by the Shareholders of the Company at the Thirty-First AGM of the
Company.

There are no qualifications, reservation or adverse remarks made by the Statutory Auditors in the audit report.

Appointment of Statutory Auditor:

Under Section 139 of the Companies Act 2013, the Board of Directors at their meeting held on 17th July 2025, had approved appointment of M/s. Borkar
& Muzumdar as the Statutory Auditors of the Company for the financial year 2025-2026, subject to approval from the Shareholders in upcoming AGM.

Reporting of frauds by Auditors:

During the year under review, there were no instances of fraud reported by the Statutory Auditors and Secretarial Auditor under Section 143(12) of the
Companies Act, 2013 to the Audit Committee or the Board of Directors.

SECRETARIAL AUDIT:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors had appointed Makrand Patwardhan & Co. as the Secretarial Auditor of the Company for the financial year ended March 31, 2025.
Accordingly, Makarand Patwardhan & Co. had conducted the secretarial audit for the financial year ended March 31, 2025.

Further, in terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors had, at its meeting held on July 17, 2025, appointed Makarand M Joshi & Co., Company Secretaries as the Secretarial Auditors
of the Company for a term of 5 years with effect from the financial year 2025-2026, subject to the approval from the Shareholders in the upcoming AGM.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has
in place Policy on Prevention of Sexual Harassment at Workplace. All employees of the Company including those on training, deputation, contract,
temporary, part time or working as consultants are covered under this policy. An Internal Complaints Committee (ICC) has been constituted to redress
complaints received related to sexual harassment. The Company is committed to providing a safe and conducive work environment to all its employees
and associates.

(A) Number of complaints of sexual harassment received in the financial year 2024-25 - NIL

(B) Number of complaints disposed-off during the year; - NIL

(C) Number of cases pending for more than ninety days - NIL

No case of sexual harassment was reported in the Company during FY 2024-25.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy (Vigil Mechanism) which envisages reporting by directors and employees about their genuine
concerns or grievances. The said policy also provides direct access to the Chairman of the Audit Committee. The policy is available on the website of
the Company at the link https://www.canararobeco.com/wp-content/uploads/2025/03/whistle-blowing-policy.pdf. The vigil mechanism is overseen
by the Audit Committee.

PUBLIC DEPOSITS:

The Company has not invited/accepted deposits from members/public under Chapter V of the Companies Act, 2013. The Reserve Bank of India has
classified the Company as a non-banking non- financial company.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not:

a. made any investments in contravention of section 186 of the Companies Act 2013;

b. given any loan or guarantee or provided any security to any person or body corporate during the year.

RELATED PARTY TRANSACTIONS

All the transactions recorded during financial year ended March 31, 2025 with related parties are in the ordinary course of Company''s business and
conducted on arm''s length basis. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act. There
were no materially significant related party transactions by the Corporation during the year. As required under the Companies Act, 2013, Form AOC 2
for related party transaction is annexed as Annexure ''2'' to the Directors'' Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company which have occurred between the end of the FY 2024-25 and the date
of this report.

Status on IPO

The shareholders of the Company, viz., Canara Bank and ORIX Corporation Europe N.V., have agreed to offer their shares to the public pursuant to
Regulation 31 of SEBI (Issue of Capital and Disclosure Requirements) Regulations. Accordingly, the Company has initiated the process for Initial Public
Offering under offer for sale for up to 49,854,357 Equity Shares of face value of '' 10 by filing the Draft Red Herring Prospectus with SEBI on April 24,
2025. Subsequently, the Company has also filed the DRHP with the stock exchanges (NSE & BSE). The Company has received in principle approval from
the exchanges (NSE & BSE) and the approval from SEBI is awaited.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and
its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings
to the extent possible.

GENERAL

• Your Directors state that the independent directors appointed during the year have integrity, expertise and relevant experience (including the
proficiency) required to discharge their duties as Independent director.

• Your Directors confirm that the company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.

• Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during
the year under review:

a. Maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

b. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

c. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from
the Banks or Financial Institutions.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude for the support and guidance received from SEBI, Board of Directors of CRMF Trustee Private Limited.,
joint venture partners, Canara Bank and ORIX Corporation Europe N. V., confidence reposed by the investor community and the dedicated work put in
by the staff at all levels in the Company.

For and on behalf of the Board of
Canara Robeco Asset Management Company Limited

Sd/-

K Satyanarayana Raju

Place: Bangalore Chairman

Date: 25.07.2025 (DIN: 08607009)