Directors Report of ICICI Prudential Asset Management Company Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty Second Annual Report of ICICI
Prudential Asset Management Company Limited (“the AMC” or “the Company” or “Your
Company”) together with the audited financial statements for the year ended March 31,
2025 (fiscal 2025/FY2025).

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2025 is summarized in the following table:

PARTICULARS	fiscal 2024	fiscal 2025
Total Income	37,612.1	49,796.7
Profit before tax	26,981.1	35,330.5
Tax Expense	6,483.8	8,823.9
Profit for the year	20,497.3	26,506.6
Profit brought forward from previous year	21,121.1	26,818.9
Other Comprehensive Income	(24.7)	(42.2)
Dividend (including tax on dividend)	(14,774.8)	(20,123.4)
Profit carried forward to next year	26,818.9	33,159.9

DIVIDEND

The Directors of the Company have pleasure in informing that the Company had declared
interim dividends for FY2025 in accordance with the Policy for declaration and payment
of dividend approved by the Board. The details of interim dividends declared for FY2025
are given hereunder:

Record date for dividend	Rate of dividend	Total dividend amount (? in million)
July 17, 2024	280 per share (2,800% of the paid-up capital)	4,942.6
October 16, 2024	310 per share (3,100 % of the paid-up capital)	5,472.1
January 18, 2025	300 per share (3,000% of the paid-up capital)	5,295.6
April 12, 2025	330 per share (3,300% of the paid-up capital)	5,825.2

OPERATIONS DURING THE YEAR

a. Average Assets Under Management (AUM): Average AUM of ICICI Prudential
Mutual Fund as on March 31, 2025 was ? 9,148.78 billion. The Company also
manages over 25 strategies under its portfolio management services business and
22 active funds under its Alternative Investment Funds. The Company also provides
advisory services to offshore funds.

b. Awards received by ICICI Prudential Mutual Fund (the Fund):

In fiscal 2025, at the Morningstar Fund Awards 2025, ICICI Prudential Bluechip Fund
and ICICI Prudential Short Term Fund won the awards for Best Large Cap Equity Fund
and Best Short Duration Fund respectively.

The AMC was recognised as the Best Fund House - Equity by the Dalal Street
Investment Journal - 2024 and as the Best ETF Provider (South Asia) by Wealth
Briefing Asia Awards 2024.

In terms of Fund Rankings, ICICI Prudential Short Term Fund and ICICI Prudential
Corporate Bond Fund were ranked 1^st amongst the top 3 short duration and corporate
bond funds. Also, ICICI Prudential All Seasons Bond Fund and ICICI Prudential
Banking and PSU Debt Fund were ranked 2^nd amongst the top 3 long duration and
short duration funds respectively. Among Equity Funds, ICICI Prudential Bluechip Fund
was ranked 2^nd amongst the top 3 large-cap funds by the Fortune Magazine.

c. Sales, Operations and Consumer Service: Your Company has established a wide
network of 264 well-equipped offices located at various locations across the country.

d. Personnel: Your Company continues to place emphasis on attracting and recruiting
quality manpower and takes a lot of effort in training and retaining them. The total
strength of the Company at March 31, 2025 stood at 3,722 as against 3,535 at March
31, 2024.

UPDATE ON NEW PRODUCTS BY THE FUND

During fiscal 2025, the Fund had launched eleven (11) open-ended schemes which
includes three (3) equity schemes, four (4) exchange traded funds and four (4) index
funds.

OTHER ACTIVITIES OF THE AMC

As you are aware, the Company is offering Portfolio Management and Advisory Services
across various asset classes. At March 31, 2025, the AMC was rendering Portfolio
Management services and Advisory to 23,525 clients. The Company is also providing
investment management services to Category II and Category III Alternative Investment
Funds registered under Securities and Exchange Board of India (Alternative Investment
Funds) Regulations, 2012. Further, the Company is authorized to provide investment
management services, including dealing services to Offshore Funds from India in
accordance with Regulation 24(b) of SEBI (Mutual Funds) Regulation, 1996. The
Company is also registered with United States Securities and Exchange Commission as
an Investment Adviser under Investment Adviser Act 1940. The AMC has also opened its
new branch in the International Financial Services Centre (IFSC) pursuant to the IFSCA
guidelines) which has received the certificate of registration as a ‘Registered Fund
Management Entity (Retail) under IFSCA (Fund Management) Regulations, 2022 (‘IFSC
Regulations'').

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

The Company undertakes various transactions with related parties in the ordinary course
of business. The Company has a Board approved policy dealing with the related party
transactions. All the related party transactions that were entered into during the year
ended March 31, 2025, were in the ordinary course of business and at arm''s length.

The details of related party transactions undertaken during the year ended March 31,
2025 in terms of the Board approved framework form part of the notes to financial
statements provided in this Annual Report.

DEPOSITS

During fiscal 2025, the Company has not accepted any Deposits as covered under
Chapter V of the Companies Act, 2013 (the Act).

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section
186 of the Act, during fiscal 2025 are given in the notes to the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has its Board of Directors constituted in accordance with the provisions of
the Act read with the SEBI (Mutual Funds) Regulations, 1996. The Composition of Board
of Directors of the Company as on March 31, 2025 is as under:

1.	Mr. Sandeep Batra	Chairman and Nominee Director
2.	Mr. Dilip Karnik	Independent Director
3.	Mr. Naved Masood	Independent Director
4.	Ms. Preeti Reddy	Independent Director
5.	Mr. Antony Jacob	Independent Director
6.	Mr. Ved Prakash Chaturvedi	Independent Director
7.	Ms. Anubhuti Sanghai	Nominee Director
8.	Mr. Guillermo Edurado Maldonado - Codina	Nominee Director
9.	Mr. Nimesh Shah	Managing Director and Chief Executive Officer
10.	Mr. Sankaran Naren	Executive Director

The Company had obtained the declarations from all the Independent Directors as per
Section 149(6) of the Act.

Further, in compliance with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, the names of all the Independent Directors on the Board of the
Company are included in the databank for Independent Directors.

None of the Directors of the Company are disqualified from being appointed as the
Directors as specified in Section 164 of the Act.

RETIREMENT BY ROTATION

In terms of Section 152 of the Act, Mr. Guillermo Eduardo Maldonado-Codina would retire
by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Guillermo
Eduardo Maldonado-Codina has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Sections 2(51) and 203 of the Act, the following
employees are KMP of the Company:

1. Mr. Nimesh Shah, Managing Director and Chief Executive Officer

2. Mr. Sankaran Naren, Executive Director

3. Mr. Naveen Kumar Agarwal, Chief Financial Officer

4. Mr. Rakesh Shetty, Chief Compliance Officer & Company Secretary.

NUMBER OF MEETINGS ATTENDED BY THE BOARD OF DIRECTORS

During fiscal 2025, eight meetings of the Board of Directors were held. These meetings
were held on April 18, 2024, April 29, 2024, July 17, 2024, October 16, 2024, October 28,
2024, December 5, 2024, January 18, 2025 and March 6, 2025*.

The attendance record of the Board of Directors at the Board Meetings (including the joint
meeting) is as under: -

Name of Director	Number of meetings attended/entitled
Mr. Sandeep Batra	8/8
Mr. Dilip Karnik	8/8
Mr. Naved Masood	8/8
Ms. Preeti Reddy	8/8
Mr. Antony Jacob	8/8
Mr. Ved Prakash Chaturvedi	8/8
Ms. Anubhuti Sanghai	8/8
Mr. Guillermo Edurado Maldonado - Codina	5/8
Mr. Nimesh Shah	8/8
Mr. Sankaran Naren	8/8

On March 6, 2025 the meeting of Board of Directors of the Company was held jointly with
Board of Directors of ICICI Prudential Trust Limited.

In accordance with Section 177 of the Act and SEBI Master Circular for Mutual Funds, the
Board has constituted an Audit Committee (“the AC”).

During fiscal 2025, seven meetings of the AC and one Joint meeting of AMC AC with AC
of ICICI Prudential Trust Limited were held. The composition of the AC as on
March 31, 2025 and attendance of the members at its meetings held during fiscal 2025
is as under:

Name of the Member	Number of meetings attended/entitled
Mr. Antony Jacob, Chairman	8/8
Ms. Anubhuti Sanghai	8/8
Mr. Dilip Karnik	8/8

RISK MANAGEMENT COMMITTEE

Pursuant to provisions of SEBI Master Circular for Mutual Funds, the Board has
constituted a Risk Management Committee (“the RMC”).

During fiscal 2025, four meetings of RMC were held. The composition of the RMC as on
March 31, 2025 and attendance of the members at its meetings held during fiscal 2025 is
as under:

Name of the Member	Number of meetings attended/entitled
Mr. Antony Jacob, Chairman	4/4
Ms. Anubhuti Sanghai	4/4
Mr. Dilip Karnik	4/4

NOMINATION AND REMUNERATION COMMITTEE

In accordance with Section 178 of the Act, the Board has constituted the Nomination and
Remuneration Committee (“the NRC”).

During fiscal 2025, two meetings of the NRC was held. The composition of the NRC as on
March 31, 2025 and attendance of the members at its meeting(s) held during fiscal 2025 is
as under:

Name of the Member	Number of meetings attended/entitled
Mr. Dilip Karnik, Chairman	2/2
Mr. Ved Prakash Chaturvedi	2/2
Mr. Sandeep Batra	2/2
Mr. Guillermo Eduardo Maldonado-Codina	2/2

During fiscal 2025, four meetings of the Investment Committee were held. The
composition of the Investment Committee as on March 31, 2025 and attendance of the
members at its meetings held during fiscal 2025 is as under:

Name of the Member	Number of meetings attended/entitled
Mr. Sandeep Batra, Chairman	4/4
Mr. Antony Jacob	4/4
Mr. Nimesh Shah	4/4

COMMITTEE OF DIRECTORS

During fiscal 2025, four meetings of the Committee of Directors were held. The
composition of the Committee of Directors as on March 31, 2025 and attendance of the
members at its meetings held during fiscal 2025 is as under:

Name of the Member	Number of meetings attended/entitled
Ms. Anubhuti Sanghai, Chairperson	4/4
Mr. Nimesh Shah	4/4

UNIT HOLDER PROTECTION COMMITTEE

Pursuant to provisions of SEBI Mutual Funds Regulations and Master Circular for Mutual
Funds, the Board has constituted an Unit Holder Protection Committee (UHPC).

During fiscal 2025, four meetings of UHPC were held. The composition of the UHPC as
on March 31, 2025 and attendance of the members at its meeting held during fiscal 2025
is as under:

Name of the Member	Number of meetings
	attended/entitled
Ms. Preeti Reddy, Chairperson	4/4
Ms. Anubhuti Sanghai	4/4
Mr. Naved Masood	4/4

INFORMATION TECHNOLOGY STRATEGY COMMITTEE

The AMC has constituted a Board level ITSC. The composition of the Information
Technology Strategy Committee (ITSC) as on March 31, 2025 and attendance of the
members at its meeting held during fiscal 2025 is as under:

Name of the Member	Number of meetings attended/entitled
Mr. Naved Masood, Chairman	4/4
Mr. Sandeep Batra	4/4
Mr. Nimesh Shah	4/4

In accordance with the provisions of Section 135 of Act, the Board has constituted the
Corporate Social Responsibility Committee (“the CSR Committee”).

During fiscal 2025, three meetings of the CSR Committee were held. The composition of
the CSR Committee as on March 31, 2025 and attendance of the members at its meetings
held during fiscal 2025 are as under:

Name of the Member	Number of meetings attended/entitled
Mr. Naved Masood, Chairman	3/3
Ms. Preeti Reddy	3/3
Mr. Nimesh Shah	3/3

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

In accordance with the provisions of Section 135 of the Act and rules made thereunder
and relevant circulars issued from time to time by the Ministry of Corporate Affairs (MCA),
the Company has adopted a Corporate Social Responsibility Policy (“CSR Policy”) which
is also available on the website of the Company.

The Company has in line with the Board approved CSR Policy undertaken the CSR
activities through ICICI Foundation for Inclusive Growth (ICICI Foundation). The CSR
activities of the Company are focused on the areas such as sustainable livelihood through
skill development, social welfare projects (including activities for armed forces),
environment related including rainwater harvesting and Healthcare projects.

The Annual Report on CSR activities, in the format as prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is enclosed herewith as Annexure A.

MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of the Act, all the independent directors of the Company
met once during fiscal 2025. The independent directors had at its meeting held in April
2024 reviewed the performance of Non-Independent Directors, the Board as a whole, and
performance review of the Chairman of the Company and evaluation of the flow of
information. The Independent Directors of the Company also considered the matters such
as appointment, remuneration of the Executive Directors, Senior Management Personnel,
Key Managerial Personnel and appointment of Senior Management Personnel at their
meeting held in April 2024.

BOARD EVALUATION

A formal mechanism has been adopted by the Board for evaluating its performance, as
well as that of its Committees and the Directors, including the Chairman of the Board.
The Nomination and Remuneration Committee of the Board carried out an evaluation of
the entire Board, various Committees and the individual Directors of the Company. The
Independent Directors also carried out the performance evaluation of the Board as a
whole, of the Chairman of the Board and other Non-Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

The performance evaluation for FY2025 was undertaken through an online survey portal.
The performance of the Board was assessed on selected parameters related to roles,
responsibilities and obligations of the Board and functioning of the Committees, including
assessing the quality, quantity and timeliness of flow of information between the
Company management and the Board that was necessary for the Board to effectively
and reasonably perform their duties.

The evaluation criteria for the Directors were based on their participation, contribution
and offering guidance to and understanding of the areas which were relevant to them in
their capacity as members on the Board. The evaluation criteria for the Chairman of the
Board besides the general criteria adopted for assessment of all Directors, focused
incrementally on abilities in guiding the Company in key matters, understanding of the
areas relevant to the Company and preservation of interest of the stakeholders. The
evaluation criteria for the Committees were based on their contribution to the functioning
of the Board.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION FOR THE DIRECTORS,
KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in accordance with the provisions of Section 178 of the Act devised a
framework for identifying persons who are qualified to become Directors, including the
criteria such as qualifications, positive attributes and independence of a Director. In
accordance with the provisions of the Act and the rules made thereunder and as per the
applicable regulatory requirements, the Company has in place a Compensation Policy.
The Whole-time Directors of the Company are granted stock options of the holding
company i.e. ICICI Bank Limited (Bank) which is issued pursuant to the Employee Stock
Option Scheme of the Bank.

The non-executive Directors of the Company other than Nominee Directors appointed by
ICICI Bank Limited and Prudential Corporation Holdings Limited are paid profit related
commission for each financial year, which in aggregate shall not exceed one percent per
annum of the Net profits calculated in accordance with Section 198 of the Act, subject to
maximum limit of Rupees Two million. The said commission is paid to each Non-Executive
Director in addition to the sitting fees and reimbursement of expenses for attending the
Board and/or Committee meetings.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy which provides mechanism to ensure
that concerns are properly raised, appropriately investigated and addressed. The Whistle
Blower Policy encourages employees to report matters without the risk of subsequent
victimisation, discrimination or disadvantage. The Company recognises this mechanism
as an important enabling factor in administering good governance practices. The Whistle
Blower Policy of the Company is available on the website of the Company.

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

The Company has in place a Policy on prevention of Sexual Harassment at workplace
(the Policy) in line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this Policy. During FY2025, four complaints were received by the AMC, which were
disposed off.

RISK MANAGEMENT

The Company has an independent Risk Management and Control framework. The
Company on an ongoing basis performs risk identification, measurement and control
evaluation with an objective to administer risk and control effectiveness. The Risk
Management Committee of the AMC is responsible for overseeing the risk management
framework, reviewing the key risks faced by the AMC and the schemes of the Fund,
mitigation strategies, and ensuring the effectiveness of risk management policies and
procedures.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRING AFTER BALANCE SHEET DATE

Prudential plc had on February 12, 2025, announced that it is evaluating a potential listing
of the AMC involving the partial divestment of its shares in the AMC, subject to market
conditions, requisite approvals and other considerations.

Pursuant to the above and subsequent to March 31, 2025, the Board of Directors had
approved the following proposals:

a) Enabling initial public offering of shares of the AMC;

b) Changes to the capital structure of the Company for the purpose of public offer;

c) Requisite alteration of the Memorandum of Association and Articles of
Association.

The relevant proposals in this regard would be subject to the Shareholders approval.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant/material orders passed by the regulators or courts or tribunals
impacting the going concern status of the Company and its operations in future.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE ETC.

During fiscal 2025, your Company has earned ? 1,060.8 million (fiscal 2024 - ? 629.5
million) as foreign exchange income and has incurred ? 52.2 million (fiscal 2024 - ? 46.0
million) towards foreign exchange expenditure.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of business activity of the Company, the provisions of Section
134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 relating
to Conservation of Energy and Technology Absorption do not apply to the Company. The
Company has, however, used information technology extensively in its operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The internal financial controls of the Company have been devised to promote reliable
financial reporting, safeguarding of assets and prevention and detection of frauds and
errors, and commensurate with the business and the operations of the Company. This
provides a high degree of assurance regarding the effectiveness and efficiency of
operations, the reliability of financial controls and compliance with applicable laws and
regulations. These controls and processes are driven through various policies, procedures
and certifications. The processes and controls are reviewed periodically.

During the year, the Audit Committee of the Company, in co-ordination with Statutory
Auditors, reviewed the adequacy of Internal Control systems within the Company. The
Audit Committee of the Company also reviewed various observations and
recommendation for improvement of business processes made by the Auditor(s) and the
progress for implementation of the various audit recommendations was monitored.

AUDITORS

i. Statutory Auditors

The Members at the 27^th AGM held on July 11, 2020, had approved the appointment
of M/s. Walker Chandiok & Co LLP as Statutory Auditors of your Company for a period
of five years commencing from the financial year ending on March 31, 2021 upto the
financial year ended on March 31, 2025.

The Audit Report issued by the Statutory Auditors for FY2025 does not contain any
qualification, reservation or adverse remark on the Financial Statements.

The Board of Directors on the recommendation of Audit Committee, has approved the
reappointment M/s. Walker Chandiok & Co LLP as Statutory Auditors of the Company
for another period of 5 (five) years from the conclusion of ensuing 32^nd Annual General
Meeting upto the conclusion of 37^th Annual General Meeting of the Company. The
Company has received certificate under section 139(1) of the Act from M/s. Walker
Chandiok & Co LLP.

The Board recommends to the Members of the Company, a proposal for
reappointment of M/s. Walker Chandiok & Co. LLP as the Statutory Auditors of the
Company and the said proposal forms part of the Notice of the ensuing 32^nd Annual
General Meeting.

ii. Secretarial Auditor

Pursuant to provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed M/s. Parikh & Associates, Practicing Company Secretaries as the
Secretarial Auditor to undertake the Secretarial Audit of the Company for fiscal 2025.
The Secretarial Audit Report is annexed herewith as Annexure B.

The Secretarial Audit Report for does not contain any qualification, reservation or
adverse remark.

iii. 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 Act to the
Audit Committee or the Board of Directors.

COMPLIANCE WITH SECRETARIAL STANDARDS

During fiscal 2025, the Company has complied with the applicable Secretarial Standards
issued by the Institute of the Company Secretaries of India in terms of the Act and
approved by the Central Government.

ANNUAL RETURN

The annual return that would be filed by the Company with the Registrar of Companies
in form MGT-7 can be viewed at https://www.icicipruamc.com/about-us/financials-&-
disclosures

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) of the Act:

1. that in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards had been followed and there are no material
departures from the same;

2. that 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 as at March 31, 2025 and of the
profit and loss of the Company for that period;

3. that proper and sufficient care has been 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;

4. that the annual accounts of the Company have been prepared on a ‘going concern
basis'';

that proper systems to ensure compliance with the provisions of all applicable laws
were devised and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all its employees for their dedicated service
and firm commitment to the goals of the Company. Your Directors also wish to place on
record its sincere appreciation for the wholehearted support received from registrars,
custodians, bankers, legal advisors, distributors and all other business associates.

Your Directors further wish to place on record their appreciation for the support and
guidance received from Securities and Exchange Board of India, Reserve Bank of India,
Stock Exchanges, Depositories, ICICI Bank Limited and Prudential Corporation Holdings
Limited.

Your Directors wish to place on record their sincere thanks to the investors and clients for
their continued support and patronage.

We look forward to continued support of all these partners in progress.

For and on behalf of the Board

Sd/-

Sandeep Batra
Chairman

Mumbai DIN: 03620913

May 29, 2025