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UTI Asset Management Company Ltd.

BSE: 543238 Sector: Financials
NSE: UTIAMC ISIN Code: INE094J01016
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OPEN 765.00
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VOLUME 11348
52-Week high 1216.55
52-Week low 595.00
P/E 23.74
Mkt Cap.(Rs cr) 9,514
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 765.00
CLOSE 752.30
VOLUME 11348
52-Week high 1216.55
52-Week low 595.00
P/E 23.74
Mkt Cap.(Rs cr) 9,514
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

UTI Asset Management Company Ltd. (UTIAMC) - Director Report

Company director report

Dear Members

We are pleased to present the Directors' Report of UTI Asset ManagementCompany Limited (the Company / UTI AMC) along with the Company's audited financialstatements for the year ended 31st March 2022.

FINANCIAL HIGHLIGHTS

The financial statements of the Company were prepared in accordancewith Section 133 and other applicable provisions of the Companies Act 2013 (the Act) andthe Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs asamended from time to time. The below table summarizes the Company's financial performancefor the financial year (FY) ended 31st March 2022 as compared to the previous financialyear:

(Rs in crore)

Standalone Consolidated
Particulars Year Ended 31st March 2022 Year Ended 31st March 2021 Year Ended 31st March 2022 Year Ended 31st March 2021
Revenue from operation 1059.63 940.56 1319.08 1168.52
Other Income 0.64 1.77 8.19 4.30
Profit / loss before depreciation finance costs exceptional items and tax expense 570.17 499.65 706.18 646.87
Less: Depreciation / amortisation 34.76 33.86 36.82 35.78
Profit / loss before finance costs exceptional items and tax expense 535.41 465.79 669.36 611.09
Less: Finance costs 9.15 7.97 9.18 8.06
Profit / loss before exceptional items and tax expense 526.26 457.82 660.18 603.03
Add / less: Exceptional items -- -- -- --
Profit before tax expense 526.26 457.82 660.18 603.03
Less: Tax expense (current & deferred) 108.48 106.15 125.59 108.70
Profit after tax 417.78 351.67 534.59 494.33
Attributable to owners of the Company 417.78 351.67 534.29 494.14
Attributable to non - controlling interests NA NA 0.30 0.19
Add / less: Other comprehensive income (nNet of tax) 3.78 (5.38) 3.80 (5.45)
Total comprehensive income 421.56 346.29 538.38 488.88
Attributable to owners of the Company 421.56 346.29 538.08 488.69
Attributable to non - controlling interests NA NA 0.30 0.19
Balance of retained earnings carried forward from previous year 2635.05 2372.13 2872.07 2466.68
Less: Transfer to reserves -- -- -- --
Add: Transfer from share option outstanding account 4.47 -- 4.47 --
Add: Transfer from foreign currency translation reserve -- -- 0.12 --
Less: Distribution made to Unit Holders -- -- 0.55 --
Less: Dividend paid on equity shares including DDT 215.54 88.75 215.54 88.75
Balance of retained earnings carried to balance sheet 2841.76 2635.05 3194.86 2872.07
Paid-up capital 126.95 126.79 126.95 126.79
Net worth 3146.52 2907.01 3617.65 3263.09
Attributable to owners of the Company 3146.52 2907.01 3606.24 3251.97
Attributable to non - controlling interests NA NA 11.41 11.12

SHARE CAPITAL

The authorized share capital of the Company is Rs 2000000000(200000000 equity shares of face value of Rs 10 each) and there was no change in theauthorized share capital during the year under review.

During the FY 2021-22 the Company has allotted 161787 equity sharesto the eligible employees under the 'UTI AMC Employee Stock Option Scheme - 2007'.

Accordingly the paid-up equity share capital of the Company hasincreased from Rs 1267872540 (126787254 equity shares of face value of Rs 10 each)as on 31st March 2021 to Rs 1269490410 (126949041 equity shares of face value ofRs 10 each) as on 31st March 2022.

DIVIDEND

The Board of Directors (the Board) has recommended a final dividend ofRs 21/- per equity share (210%) of face value of Rs 10 each for the FY 2021-22 ascompared to final dividend of Rs 17/- per equity share declared for the FY 2020-21registering a growth of 23.53%.

The final dividend shall be paid subject to the approval of members atthe ensuing 19th Annual General Meeting (AGM) to be held on Monday the 25th July 2022to those equity shareholders:

a) whose name appears as beneficial owners as at the end of businesshours on Monday the 18th July 2022 in the list of beneficial owners to be furnished bythe Depositories viz. National Securities Depository Limited (NSDL) and the CentralDepository Services (India) Limited (CDSL) in respect of the shares held in electronicform; and

b) whose name appears as members in the Company's register of memberson Monday 18th July 2022.

Pursuant to Section 91 of the Act and Regulation 42 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)the Register of Members and Share Transfer Books of the Company shall remain closed fromTuesday the 19th July 2022 to Monday the 25th July 2022 (both days inclusive) fordetermining the entitlement of the dividend if declared to the members for the FY2021-22.

The Board has recommended the final dividend as per the Company'sDividend Distribution Policy adopted by the Board in accordance with the provisions ofRegulation 43A of Listing Regulations as amended.

The Dividend Distribution Policy of the Company is annexed as Annexure- I to this Directors Report and the same is available on the Company's website athttps://www.utimf.com/uti-amc- shareholders/corporate-governance/code-and-policies/.

BUSINESS OPERATIONS / PERFORMANCE OF SUBSIDIARIES

As on 31 st March 2022 the Company had 4 (four) direct subsidiariesand 3 (three) step-down subsidiaries. The business operations and performance ofsubsidiaries are as under:

UTI International Limited:

UTI International Limited (UTI International) was incorporated as theLimited Liability Company under the laws of Guernsey on 30th January 1996 pursuant to anAct of the Royal Court of the Guernsey Island. UTI International is engaged in theinvestment management of equity and debt funds as authorized by its Memorandum ofIncorporation.

UTI International looks after the administration and marketing ofoffshore funds managed by UTI AMC. UTI International is responsible for developing newproducts and new business opportunities for the Company's offshore activities. UTIInternational's investor base includes insurance companies pension funds family officesand other financial institutions across Europe Asia and the Middle East. UTIInternational has 3 (three) subsidiaries - UTI Investment Management Company (Mauritius)Limited UTI International (Singapore) Private Limited and UTI International (France)S.A.S.

The consolidated total income of UTI International for FY 202122 wasGBP 18321165 as compared to GBP 22534289 in the previous year and consolidated netprofit was GBP 7515534 as compared to GBP 14649061 in the previous year.

UTI International has total 19 funds with an Asset Under Management(AUM) of US$ 3.82 bn. India Dynamic Equity Fund crossed US$ 1188 mn to become the 10thlargest India fund among 'Undertaking for Collective Investment in Transferable Securities(UCITS)' funds. The J Safra Sarasin Responsible India Fund Europe's first ESG compliantIndia fund raised US$ 126 mn.

UTI Retirement Solutions Limited:

UTI Retirement Solutions Limited (UTI RSL) was incorporated on 14thDecember 2007 under the Companies Act 1 956 at Mumbai Maharashtra. UTI RSL manages thepension funds under National Pension System (NPS) and assets of the Central and StateGovernment employees and the private sector employees. UTI RSL is engaged in carrying outthe operations as pension fund manager as directed by the Pension Fund Regulatory andDevelopment Authority (PFRDA) and the Board of Trustees of the NPS Trust. It alsoundertakes wholesale asset management as prescribed by the Government or PFRDA asauthorized by its Memorandum of Association.

UTI RSL has grown reasonably well on all fronts including growth inAUM growth in revenue and growth in net profit after tax in the FY 2021-22 in comparisonto the previous year.

The revenue on account of Investment Management Fee (IMF) has grown bymore than 6.14 times. For the FY 2021-22 IMF generated was Rs 91.39 crores against theIMF of '14.88 crores for FY 2020-21.

The total income of UTI RSL for the FY 2021-22 was Rs 93.82 crores ascompared to Rs 19.63 crores in the previous financial year.

UTI RSL's net profit after tax has grown to Rs 42.34 crores in the FY2021 -22 against the net profit after tax of Rs 3.78 crores for the FY 2020-21 a growthof more than 11.20 times. The profit before tax for FY 2021-22 was Rs 56.51 crores againstthe profit before tax of Rs 4.30 crores for FY 2020-21. UTI RSL was awarded the BestPension Fund Manager of the Year by Asia Asset Management - Best of the Best Awards forthe Year 2022. This is the fifth consecutive year that UTI RSL has received this award.

UTI Venture Funds Management Company Private Limited:

UTI Venture Funds Management Company Private Limited (UTI VF) wasincorporated on 27th March 2001 under the Companies Act 1956 at Bengaluru Karnataka.The principal business of UTI VF is to manage venture capital funds and private equityfunds.

UTI Private Equity Limited was the subsidiary of UTI VF. UTI PrivateEquity Limited was engaged in investment holding as authorized by the Financial ServicesCommission. UTI Private Equity Limited has been wound up on 18th March 2022.

The gross income of UTI VF for FY 2021-22 was recorded at Rs 2.23crores as against Rs 2.13 crores in the previous financial year. It clocked a net profitof Rs 0.89 crores for the year ended 31st March 2022 as against Rs 1.24 crores in thecorresponding period in the previous year.

UTI Capital Private Limited:

UTI Capital Private Limited (UTI CPL) was incorporated on 13th May2011 under the Companies Act 1956 at Mumbai Maharashtra. It is engaged in the businessof investment management as authorized by its Memorandum of Association. The total incomeof UTI CPL for the FY 2021-22 was recorded at Rs 7.68 crores as compared to Rs 9.16 croresin the previous year. The Net Loss was recorded at Rs 2.21 crores as against net profit ofRs 0.18 crores in the previous year.

UTI CPL continued to focus on investment management for UTI StructuredDebt Opportunities Fund I (UTI SDOF I) a Rs 696 crore private credit fund. As at 31stMarch 2022 UTI SDOF I had completed 5 exits out of 11 investments and the Fund hasreturned ~81% of the total funds raised from investors in the form of capital interestand capital gains.

UTI CPL is also fund raising and investments for UTI Structured DebtOpportunities Fund II (UTI SDOF II) a Rs 497 crore private credit fund which had a finalclose on 31st May 2022. As on 31 st March 2022 amount drawn down from investors is Rs92 crores which has been fully deployed in four portfolio companies.

UTI CPL also announced closure of its third fund - UTI MultiOpportunities Fund I (MOF I) as on 31st March 2022 with Rs 763 crores commitment andwill commence investments from FY 2022-23 onwards. Further for setting up another fundi.e. UTI SDOF - Growth Theme Fund I (SDOF GTF I) regulatory approval are in progress.

The audited financial statements of the subsidiary companies togetherwith the reports of their Directors and Auditors for the period ended on 31 st March2022 are part of this Annual Report.

As a good corporate governance practice UTI International Limited UTIRetirement Solutions Limited and UTI Capital Private Limited have atleast one womandirector on their respective Board.

All the subsidiary companies still continue to be the subsidiary of theCompany during the FY 2021-22 except UTI Private Equity Limited which was wound up on 18thMarch 2022. UTI International (France) S.A.S. was incorporated on 15th February

2022 as the step-down subsidiary of UTI International.

The audited financial statements including the consolidated financialstatements of the Company are available on the Company's website athttps://www.utimf.com/uti-amc-shareholders/financials-filings/results/.

The financial statements of the subsidiaries are also available on theCompany's website athttps://www.utimf.com/uti-amc-shareholders/financials-filings/subsidiaries-financials/.

The Company has a policy for determining material subsidiaries and thepolicy is available on the Company's website at https://www.utimf.com/uti-amc-shareholders/corporate-governance/code-and-policies/.

As on 31st March 2022 the Company has only 1 (one) materialsubsidiary which is UTI International Limited. The Company has no unlisted Indian materialsubsidiary.

OVERVIEW OF OPERATIONS OF THE GROUP

The Company believes its track record of product innovationconsistency and stable investment performance contributed to the growth of its AUM. TheQuarterly Average Assets Under Management (QAAUM) of UTI Mutual Fund (UTI MF) grew by22.42% from Rs 182853 crores as on 31st March 2021 to Rs 223842 crores as on 31stMarch 2022. The market share of UTI MF also grew from 5.70% to 5.83% on QAAUM basis.

The QAAUM for equity schemes grew by about 36.52% from Rs 50751 croresin FY 2020-21 to Rs 69287 crores in FY 2021-22; the QAAUM for ETFs and index funds grewalmost 46.65% from Rs 42581 crores in FY 2020-21 to Rs 62447 crores in FY 202122 and theQAAUM for hybrid funds grew around 18.23% from Rs 22367 crores to Rs 26444 crores overthe corresponding periods.

The QAAUM for the liquid funds grew by around 11.11% from Rs 43062crores in FY 2020-21 to Rs 47848 crores in FY 202122 while the QAAUM of Income Funds sawa decline of around 26.05% from Rs 24092 crores in FY 2020-21 to Rs 17816 crores in FY2021-22 mainly due to negative net sales of Rs 7262 crores from 47 matured closed-endedfunds.

The Portfolio Management Services (PMS) division of UTI AMC alsoreported an increase in its AUM from Rs 783796 crores as on 31st March 2021 to Rs893082 crores as on 31st March 2022 having recorded a growth of 13.94% with steadygrowth in business functions due to cash inflows from GOI mandates

i.e. EPFO PLI ESIC & CMPFO accounts and advisory business.

UTI Retirement Solutions Limited has shown AUM growth of 21.48% from Rs166210 crores as on 31st March 2021 to Rs 201919 crores as on 31st March 2022.

UTI International Limited also saw an increase in the total AUM fromMarch 2021 where it stood at Rs 26821 crores to Rs 28974 crores as on 31st March 2022with a growth of 8.03%. The AUM of UTI CPL saw a decline by 30.96% from Rs 1576 crores inMarch 2021 to Rs 1088 crores in March 2022.

IMPACT OF COVID-19

The last two financial years were filled with uncertainties challengesand twists. While the first financial year began with the understanding of the COVID-19pandemic and framing a national response to it the next year ended with hope asinoculation drive progressed across the country. In this situation UTI AMC kept doingeverything possible to ensure safety of the employees and stakeholders while keeping thebusiness operations continuing.

UTI AMC had taken following initiatives to ensure continuity ofbusiness operations:

1. Setting up a core team:

UTI AMC constituted an internal task force for coordinating withdifferent centers and monitoring the situation. The team overseas the aspects related tosocial distancing in offices reducing roster strength optimal continuity of businessoperations work from home arrangements strict adherence to protocols while visitingoffice etc.

2. Digital and remote working:

UTI AMC also took measures for the smooth functioning of business withvarious customer centric measures and adoption of digital ways of working. Requisitetechnological support was provided to enable remote working of its employees.

3. Adherence to Government guidelines:

The Government guidelines were adhered to by the Company. UTI AMC keepassessing the situations in different centers and are prepared to address the challenges.

4. Employee care measures:

UTI AMC tried to operate conservatively keeping the number ofemployees in offices at a level that is much lower than the limits prescribed byauthorities. UTI AMC has distributed masks and hygiene kits to employees and made aspecial arrangements for vaccinating employees in an appropriate manner. Along withrequired infrastructure support and a flexible working system HR Department continuedonline engagement forums and events for employees including online yoga sessions and quizprogrammes to keep their morale high.

5. Outreach programs:

UTI AMC had reached out to its employees as well as District Associateswho were affected or in case any of their family members were affected. As a Company weare trying to help the affected employees and their families across the country in thebest possible manner. The Company regularly reach out to its business partners for anysupport that may be needed by them via phone calls emails or video calls as perrequirements. The sales team at different locations are also in touch with them. TheCompany provided training to the business partners about the digital tools like UTI Buddy.

I t shall be the effort of UTI AMC to continue with all safety measuresfor its employees and stakeholders.

SCHEMES LAUNCHED DURING THE YEAR

There were 3 funds launched during the FY 2021-22 viz. UTI FocusedEquity Fund UTI Sensex Index Fund and UTI S&P BSE Low Volatility Index Fund withallotment date of 25th August 202119th January 2022 and 14th February 2022respectively which garnered over Rs 2770 crores worth of gross sales.

The New Fund Offer (NFO) of UTI Midcap 150 Quality 50 Index Fund wasopened on 28th March 2022 and closed on 5th April 2022. NFO units were allotted on 11thApril 2022.

FUNDAMENTAL ATTRIBUTES CHANGED

During the FY 2021 -22 change in fundamental attributes of schemeswere carried out in connection with enabling provision for creation of segregatedportfolio in UTI Unit Linked Insurance Plan (UTI ULIP) details of which were announcedthrough addendum dated 19th April 2021. Further there were cases of merger of schemes -merger of UTI Long Term Advantage Fund - Series III UTI Long Term Advantage Fund - SeriesIV UTI Long Term Advantage Fund - Series V UTI Long Term Advantage Fund - Series VI andUTI Long Term Advantage Fund - Series VII closed ended ELSS into UTI Long Term EquityFund (Tax Saving) and open ended ELSS details of which were announced through an addendumdated 23rd August 2021.

TRANSFER TO RESERVES

During the FY 2021-22 no amount was transferred to the generalreserves of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans given investments made guarantees given andsecurities provided if any covered under Section 186 of the Act are disclosed under NoteNo. 6 7 and 8 to the standalone financial statements for the FY 2021-22.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In accordance with the provisions of Section 188 of the Act andRegulation 23 of Listing Regulations the Policy on Materiality of Related PartyTransactions and dealing with Related Party Transactions was approved by the Board at itsmeeting held on 16th December 2019 and was further amended pursuant to the resolutionspassed by the Board at its meetings held on 28th October 2020 and 28th October 2021. ThePolicy is available on the Company's website at https://www.utimf.com/uti-amc-shareholders/corporate-governance/code-and-policies/.

During the FY 2021-22 the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Act read with Companies(Specification of Definitions Details) Rules 2014 and applicable Accounting Standardswhich were in ordinary course of business and on arms' length basis.

The Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thePolicy the Act and Listing Regulations. Accordingly the disclosure of related partytransactions as required under Section 134(3)(h) read with Section 188 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014 in form AOC-2 is not applicable.

However detailed disclosure on related party transactions as per IndAS 24 inter-alia containing name of the related party and details of the transactionsentered into with such related party are disclosed under Note No. 32 of the standalonefinancial statements for the FY 2021-22.

DEPOSITS

During the FY 2021-22 the Company has not accepted any deposit underSection 73 of the Act read together with the Companies (Acceptance of Deposits) Rules2014.

AUDITORS

Statutory Auditor

At the 18th AGM of the Company held on 28th July 2021 the members hadappointed M/s. B S R & Co. LLP Chartered Accountants (Firm Reg. No. 101248W/W-100022)as the statutory auditors of the Company for a term of 5 (five) years from the conclusionof the 18th AGM till the conclusion of the 23rd AGM. The Auditors' Report on financialstatements for the FY 2021-22 forms part of this Annual Report.

During the year under review the Company has paid total fees of Rs0.46 crores (including fees for other certificates and out of pocket expenses) to thestatutory auditors of the Company.

Secretarial Auditor

The Secretarial Auditor of the Company is Mr. Vishal N. MansetaPracticing Company Secretary (ACS 25183 and CP No. 8981). Pursuant to the provisions ofSection 204 of the Act read together with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Secretarial Audit Report of the Company for FY2021-22 is annexed as Annexure - II to this Directors' Report.

There was no qualification reservation or adverse comment ordisclaimer made by the aforesaid auditors in their respective audit reports.

During the year under review there was no instance of any fraudreported by the statutory auditor or secretarial auditor to the Audit Committee or theBoard pursuant to Section 143(12) of the Act.

Internal Auditor

M/s. Chokshi & Chokshi LLP Chartered Accountants (Firm Reg. No. 101872W/W100045) was the Internal Auditors of the Company and for various schemes of UTIMutual Fund till the financial year ended 31st March 2022.

The Board had in its meeting held on 28th October 2021 appointed M/sAneja Associates as Internal Auditor in place of M/s. Chokshi & Chokshi LLPChartered Accountants for a period of 4 (four) financial years starting from FY 2022-23.

Auditor for the Scheme of UTI Mutual Fund

The Board had in its meeting held on 7th June 2021 appointed M/s.S.R. Batliboi & Co. LLP Chartered Accountants (Firm Reg.

No. 301003E/E300005) as Statutory Auditors for Schemes of UTI MutualFund in accordance with the provisions of SEBI (Mutual Funds) Regulations 1996 from FY2021-22.

SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed underSecretarial Standards issued by Institute of Company Secretaries of India.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls withreference to the financial statements of the Company.

The Company has adopted accounting policies which were in line with theaccounting standards prescribed in the Companies (Accounting Standards) Rules 2006 thatcontinue to apply under Section 133 and other applicable provisions if any of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 and other relevant provisions ofthe Act to the extent applicable. These were in accordance with Accounting PrincipleGenerally Accepted in India (Indian GAAP). There was no change in the accounting policiesduring the year.

The policies also ensured that uniform accounting treatment is followedby the Company and its subsidiaries. The accounts of the subsidiary companies were auditedby their respective Statutory Auditors for consolidation.

The Company maintains its books of accounts in SAP (an ERP system) andhas many of its accounting records stored in electronic form which is backed upperiodically. This ERP system is configured to ensure that all transactions are integratedseamlessly with the underlying books of accounts. The Company has implemented rigid andautomated processes to ensure accurate and timely updation of various master data audittrail etc. in the underlying ERP system.

In pursuance to ESG initiative the Company has implemented paperlessapproval system. All internal approvals are obtained digitally through the DocumentManagement System (DMS). All the payments for invoices are processed through this systemand each employee has a dedicated separate login IDs to access the system.

The Company while preparing its financial statements makes judgementsand estimates based on sound policies and uses external agencies to verify / validate themas and when appropriate. The basis of such judgements and estimates were also approved bythe statutory auditors and the Audit Committee.

The Board reviews the financial performance of the Company on quarterlybasis.

HUMAN RESOURCES

The Company believes that its employees play a vital role in building asuccessful organisation. It understands that nurturing people's capability is the corebehind driving business excellence. The Company is committed to maintaining an environmentthat values the contributions of its people and provides opportunities for their personaland professional growth. The total employee strength of the Company was 1313 employeesas on 31st March 2022.

Every employee works with stakeholders viz. clients other employeesdistributors and investors among others in a respectful manner. Each employee diligentlyfollows the Company's Rules Code of Conduct and any violation in the same isappropriately addressed. The Company demonstrates a commitment to a culture that promotesthe highest ethical standards. The Company's employee relations continued to be healthycordial and progressive.

The Company recognises its responsibility and continues to strive toprovide a safe working environment for its employees free from sexual harassment anddiscrimination

Some key focus areas and initiatives taken up during the year 2021-22were:

At UTI AMC the talent pool is a prudent mix of all age groupsbringing experience and youthfulness together. This has been pivotal in keeping theCompany agile while being firmly rooted in its legacy of 57+ years. The Company stronglybelieves that its continuing business excellence is a direct product of how we nurture itstalent and keep them future ready to remain relevant in the changing business scenario.The Company works judiciously to build an organisational culture that is healthy cordialprogressive and meritocracy oriented. At the same time the Company does not shift itsfocus from our the investors ensuring that the services provided to them are of thehighest quality. 98 new hirings were completed during the FY 2021-22 catering to HumanResource requirements of diverse functions within UTI AMC. The Company have a multigeneration workforce -

Promotion of Performance Culture and Meritocracy

At UTI AMC we strongly promote a culture of meritocracy whererecognising and rewarding performance of employees is of prime importance. The Company hastransparent and objective Key Result Area (KRA) based performance management systemfacilitates employees' assessments in a holistic manner and embodies the 'Pay forPerformance' culture. Role based scorecards at the employee level coupled with managerialfeedback ensure continuous enhancement of employee's skill set which are integral todrive a high- performance culture. The Company's compensation is benchmarked to theindustry which helps in attracting best talent while retaining the best performingemployees.

During FY 2021 -22 targets were rolled out in the first week of April.The Sales and Investment Team having Financial and Non-Financial KRAs underwent a mid-yearreview. All roles were evaluated in 3 stages viz. Appraisee Appraiser and Reviewer. KRAsof the senior top team were reviewed at the beginning of the financial year andevaluations were carried out on quarterly basis by Board level committees.

Growth at UTI AMC

For UTI AMC providing growth opportunities to its employees isparamount. The Company works relentlessly towards creating a dynamic talent pool byimplementing measures that motivate employees and prepare them to take up businesschallenges as they move up the hierarchy. New job requirements in different functions arefirst offered to the current talent base and then

Generation Number of Employees - Overall % of Employees - Overall Number of Officers % of Officers Number of Non-officers % of Non Officers
Baby Boomers 81 6% 30 3% 51 14%
Gen X 811 62% 491 52% 320 86%
Gen Y (Millennials) 373 28% 373 40% -- --
Gen Z 48 4% 48 5% -- --
Total 1313 942 371

UTI AMC Cultural Ethos:

i. A safe working environment free from sexual harassment anddiscrimination;

ii. Challenging work assignments and opportunities are provided basedon meritocracy;

iii. Strict adherence to the Company's rules code of conduct and aboveall ethical standards; and

iv. Each and every employee is expected to work with all stakeholdersviz. clients other employees distributors and investors among others in a respectfulmanner.

Capabilities

During FY 2021 -22 some key focus areas and initiatives

undertaken were -

shared externally on need basis. This provides employees a platform tobuild cross functional expertise and chart their own growth roadmap in a largely dynamicoperating environment. The Company has also created a robust succession plan to createleadership bench strength. During the FY 2021-22 Head - Equity was elevated as ChiefInvestment Officer and a Senior Fund Manager was elevated to the position of Head -Equity. Further during the FY 2021-22 around 30 officials were elevated to higherpositions.

Campus Programmes

Campus recruitment is an integral part of the Company new hiring systemthat allows to identify and onboard talent at an early stage. These young minds arefurther nurtured and mentored through trainings that are aligned to the organisationalgoals and capability requirements. The Company has also offered summer internships tostudents from various Indian Institututes

of Management (IIM) leading to pre-placement offer. The hiring in thisspace is need based and as per requirements by the business. UTI AMC has aestheticallydesigned induction kits for new joinees with the required corporate information includedin digital format. During the FY 2021-22 we have inducted 40 management trainees fromB-Schools for Sales and Support Function roles.

Graduate Programmes

To attract and retain the best available young talent especially forthe sales function the Company has also started hiring fresh graduates. A year longlearning pathway has been created for the trainees wherein technical training has beenplanned with assessments leading to Wealth Management (Basic) Certification. Around 70graduate trainees went through the year long learning pathway out of which 34 of thetrainees travelled to acquiring the Wealth Management (Basic) Certification.

Employee Engagement

To strengthen our connect with the employees and create an invigoratingwork environment the Company conduct several engagement events at local and nationallevels. To encourage an atmosphere of fun camaraderie and to provide its employees aplatform to showcase their talent outside work and creativity activities around threebroad themes - social cultural and sports were organized during the FY 2021-22. Crickettournament for the corporate office employees was organized later in the FY 2021-22 whilemany activities like festival celebrations round the year quizzes for knowledge buildingprogrammes on wellness and health initiatives were initiated during the FY 2021-22.

Employee Wellness

Safety and wellness of employees and their families is the Company'stopmost priority. Specific to the pandemic a cross functional team that reporteddirectly to the CEO was formed. This team led the effort of monitoring and responding topandemic related issues. The Company carried out special vaccination drives for itsemployees and family members across the country and vaccinated 250 employees. UTI AMC alsoprovided hospitalization support and special casual leaves to employees suffering fromCOVID-19. The Company created a special educational financial package for dependentchildren of employees who expired due to COVID-19. Hygiene kits containing masks glovessanitisers were distributed and employees were educated on precautionary measures througha Handbook. E-meetings and remote working modules were intensified. Cloud enabledapplications and adoption of the latest technology ensured business continuity throughsmooth implementation of hybrid work arrangements including work from home. Yoga andWellness programmes were also imparted throughout the FY 2021-22.

Sanitation procedures were expanded and vaccination drives were runacross centres for 250 employees and their dependents. Besides these the Companycontinued providing educational support to children of deceased employees who passed awaydue to COVID-19.

Learning & Development

With a strong focus on role specific learning plan and in order toensure effective use of blended learning methods UTI AMC's learning & developmentteam partners with business leaders and managers to focus on developing employees andcarving leaders out of its own employees. Specific programs are planned so as to ensureone builds expertise in her / his own chosen career. The Company has been focusing ondifferent ways of enhancing knowledge within the Company by arranging trainingsinteractions reading materials research reports etc. In addition the Company alsointroduced a new initiative - Quiz Up - a learning and engagement initiative which enablesincrease the employee's knowledge on topics related to the Company's products mutual fundindustry and other related concepts and regulations. The initiative also provides anopportunity to learn and earn points through the medium of multiple quizzes. The earnedpoints can be redeemed towards knowledge enhancement by participating in workshopstraining and certification programs. UTI AMC also have in place an Educational AssistancePolicy enabling employees to take up higher professional studies. The four clubs forLearning Credits under the Quiz up number of qualifiers and rewards assigned to each clubis mentioned below -

Clubs Number of Qualifiers Reward Assigned
Platinum 350 - Online Course (4)
- Speaker Series (3)
- Certification Course (2)
Gold 267 - Online Course (3)
- Speaker Series (2)
- Certification Course (1)
Silver 177 - Online Course (2)
- Speaker Series (1)
Bronze 136 - Online Course (1)

A Coaching journey has been executed for 11 Officials handlingleadership roles. Senior leadership team of sales function underwent a sales workshopthrough excellence enablers. The Company encourage its core sales and investment team toobtain domain certification viz. CFA for Investment; NISM VA XA XB & CFP for Sales.The entire research team (Equity & Fixed Income) have been certified on "HighImpact Communication Skills". Around 161 Management Trainees recruited during 2019and 2020 were nominated for a structured sales mentoring workshop.

HR Automation and Digitisation

Migration to newer and upgraded HRMS during the FY 2021-22 has broughtease in employee communication through a more interactive and user friendly technologicalinterface. This has enhanced our ability to manage employees in a more flexible agile andcustomised manner. Through this programme UTI AMC has also taken a small step towards agreener tomorrow by digitizing its records documents and information. The HR functionssuch as leave and attendance management separation management onboarding rewards &recognitions performance management have been implemented to bring in the ease in theday-to-day HR operations.

Conviction

The Company look forward to a stronger focus on meritocracy changemanagement increasing efficiencies and building an efficient organisation. To this endHR principles and policies will be further sharpened. The Company will retain develop andcontinue to attract talent with requisite skills to help shape a better young and vibrantCompany and foster employee engagement productivity and motivation. UTI AMC aim todevelop a culture that enables our employees to develop their leadership capabilities.

Particulars of Employees

The total number of employees of the Company as on 31st March 2022stood at 1313 employees. The Employee Benefit Expenses on standalone basis for theyear ended 31st March 2022 stood at Rs 362.47 crores as compared to Rs 342.23crores for the year ended 31st March 2021. Information required under Section 197(12)of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this Report.

In terms of provisions of Section 136 of the Act the Annual Report isbeing sent to members excluding aforementioned information. Such information will beavailable on the website of the Company www.utimf.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177 of the Act the Company adopted aWhistle Blower Policy to supplement the Codes of Ethics Staff Rules Anti Bribery Policyand Anti-Fraud Policy of the Company. The details related to vigil mechanism / whistleblower policy are provided in the Corporate Governance Report forming part of this AnnualReport.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has Policy on prevention of sexual harassment of women atworkplace in place which is in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The Policy aims toprovide a safe secure and congenial work environment to all employees of the Company aswell as for every person employed for any work on regular temporary adhoc or daily wagebasis including a contract worker co-worker probationer trainee apprentice or calledby any other such name. The Policy has been rigidly implemented throughout the Company.

The Company has constituted an Internal Complaints Committee (ICC) toenquire into the cases of Sexual Harassment at Offices / UTI Financial Centres (UFCs)across India. The Policy is also reviewed by the ICC at regular intervals.

The Company also conducts the awareness programmes on prevention ofsexual harassment on regular basis.

The Company has not received any fresh complaint during the FY 2021-22and no complaint was pending at the end of the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board of the Company comprises of 10 (ten) directors consisting of6 (six) Independent Directors [including 2 (two) Independent Women Directors] 3 (three)Non-Executive NonIndependent Directors and 1 (one) Whole-Time Director. The Chairman ofthe Company is a Non-Executive Independent Director.

Mr. Edward Cage Bernard (DIN: 08243277) retired by rotation at the 18thAnnual General Meeting (AGM) of the Company and the shareholders had re-appointed him as aNominee Director (Non-Executive Category) of the Company with effect from 29th July 2021liable to retire by rotation.

Mr. Sanjay Varshneya (DIN: 08161701) was appointed as a NomineeDirector (Non-Executive Category) at the 18th AGM of the Company with effect from 29thJuly 2021 liable to retire by rotation.

Mr. Deepak Kumar Chatterjee (DIN: 03379600) was appointed as anIndependent Director of the Company with effect from 25th September 2018 by the membersat the 15th AGM until the conclusion of the AGM to be held in the calendar year 2021 notliable to retire by rotation. The members had at the 18th AGM of the Companyre-appointed Mr. Chatterjee as Independent Director for another term of 5 (five) yearsfrom 29th July 2021 to 28th July 2026 not liable to retire by rotation.

Mr. Imtaiyazur Rahman was appointed as the Chief Executive Officer(CEO) of the Company for a term of 2 (two) years effective from 13th June 2020 till 12thJune 2022. The Board has based on the recommendation of Nomination and RemunerationCommittee re-appointed Mr. Rahman as the CEO of the Company for another term of 2 yearseffective from 13th June 2022 till 12th June 2024.

Mr. Imtaiyazur Rahman was appointed as the Whole Time Director of theCompany at the 16th Annual General Meeting held on 22nd August 2019 for a period of 3(three) years w.e.f. 23th August 2019 till 22nd August 2022 not liable to retire byrotation.

The Board had in its meeting held on 21st June 2022 based on therecommendation of Nomination and Remuneration Committee inter-alia approved the:

i. appointment of Mr. Flemming Madsen (DIN: 02904543) (Nominee of T.Rowe Price International Ltd) who retires by rotation at the ensuing AGM as a NomineeDirector (NonExecutive Category) liable to retire by rotation subject to the approval ofthe Members at the ensuing AGM;

ii. appointment of Mr. Imtaiyazur Rahman as Managing Director notliable to retire by rotation subject to the approval of the Members at the ensuing AGM.

The necessary resolutions for the appointment of Mr. Flemming Madsenand Mr. Imtaiyazur Rahman including their brief profile and other related information havebeen included in the Notice convening the ensuing AGM.

All the directors of the Company have confirmed that they are notdisqualified for being appointed as directors pursuant to Section 164 of the Act.

DECLARATION OF INDEPENDENCE

All independent directors have given declarations to the Company thatthey meet the criteria of independence as laid down under Section 149 of the Act and theListing Regulations. Based on the declarations received from the independent directorsthe Board is of the opinion that the independent directors fulfil the criteria ofindependence as specified in the Act and Listing Regulations and are independent of themanagement. All independent directors of the Company are registered with independentdirector's databank maintained by the Indian Institute of Corporate Affairs in compliancewith the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors)Rules 2014.

The independent directors has also complied with the provisions of Rule6(4) of Companies (Appointment and Qualifications of Directors) Rules 2014 relating toonline proficiency selfassessment test.

The terms and conditions formulated by the Company for appointment ofindependent directors is available on the Company's website athttps://www.utimf.com/uti-amc- shareholders/corporate-governance/code-and-policies/.

KEY MANAGERIAL PERSONNEL

During the FY 2021-22 there was no change in the Key ManagerialPersonnel (KMP) of the Company as defined under section 2(51) and 203 of the Act. As on31st March 2022 the Company has 3 (three) KMPs as mentioned below:

- Mr. Imtaiyazur Rahman Chief Executive Officer & Whole TimeDirector;

- Mr. Surojit Saha Chief Financial Officer; and

- Mr. Arvind Patkar Company Secretary & Compliance Officer.

NUMBER OF BOARD MEETINGS

The Board met 11 (eleven) times during the FY 2021-22. In compliancewith the provisions of the Act Listing Regulations and Secretarial Standards - 1 onmeetings of Board of Directors (SS-1) the maximum interval between two meetings did notexceed 120 days. The details of composition of the Board and its Committees and details ofthe meetings held during the FY 2021-22 are disclosed in the Corporate Governance Reportforming part of this Annual Report.

NOMINATION & REMUNERATION POLICY

Pursuant to the provisions of the Act and Listing Regulations theCompany has adopted a Nomination & Remuneration Policy which aims to lay down aframework in relation to nomination and remuneration of directors KMPs senior managementpersonnel and other employees.

The policy has been hosted on the Company's website which can beaccessed athttps://www.utimf.com/uti-amc-shareholders/corporate-governance/code-and-policies/.

AUDIT & SYSTEMS

The Company's directors believe that internal audit control is anecessary concomitant of the principle of governance that freedom of management should beexercised within a framework of appropriate checks and balances. The Company is committedto ensure an effective internal control environment that provides assurance on theefficiency of operations and security of assets. Well established and robust internalaudit process both at business and corporate levels continuously monitors the adequacyand effectiveness of the internal control environment across the Company and the status ofcompliance with operating systems internal policies and regulatory requirements.

DATA PROTECTION AND CYBER SECURITY

The Company recognizes the importance of collection use and securityof user's information collected through various sources. The Company has adopted 'Policyon Privacy and Security of Information' which defines the rights of the Company / user touse secure or restrict personal and confidential information of the investors.

The Company adopted ISO 27001 standard and best practices implementedin the organization for information security. The information security framework policyand processes are aligned to ISO 27001. The information security objectives are alignedwith business objectives with highly resilient business continuity infrastructure andprocesses. Company conducts periodic drills to test the infrastructure capabilities tocontinue the business during any disaster. The Company is committed to secure investorpersonally identifiable information (PII) and has implemented processes and technologiesto secure the same. The Company carries out periodic audits internally as well as throughexternal auditors. The Company has appointed M/s. Deloitte Touche Tohmatsu LLP to conductthe review of Cyber Security & Cyber Resilience Framework and System Audit incompliance with SEBI Circulars dated 10th January 2019 and 11th April 2019.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in a philosophy of compassion care and generositycharacterized by a willingness to build a society that works for everyone. The Companygives utmost importance to CSR initiatives in order to operate in an economicallysocially and environmentally sustainable manner while recognizing the interests of itsstakeholders. The Company strives to integrate its business values and operations in anethical and transparent manner to demonstrate its commitment to sustainable developmentand to meet the interests of its stakeholders.

The Company has a Board-level CSR Committee and the details of itscomposition terms of reference number of meetings and attendance have been disclosed inthe Corporate Governance Report forming part of this Annual Report. The Company also hasan internal management level CSR Committee to co-ordinate with all aspects related to CSRin accordance with the framework prescribed in the policy and the guidance of the CSRCommittee of the Board.

The Company has adopted a Corporate Social Responsibility Policy incompliance with the requirements of the Act and the Companies (Corporate SocialResponsibility Policy) Rules 2014. The policy has been hosted on the Company's websitewhich can be accessed athttps://www.utimf.com/uti-amc-shareholders/corporate-governance/code-and-policies/.

The Annual Report on the Company's CSR activities for FY 202122 isannexed as Annexure - III to this Directors' Report.

RISK MANAGEMENT

Risk management is one of the key focus areas of the Company and it hasestablished processes and systems to ensure robust firm-wide risk management. The Boardand Risk Management Committee formulate and periodically review the Company's riskmanagement policies procedures and processes which includes the delegation of investmentand financial responsibilities the establishment of prudential investment norms theapproval and dissemination of guidelines and restrictions as well as the establishment ofcounter-party limits. The Board also reviews the performance of funds against the relevantbenchmark and competing funds.

The Company's risk management structure includes:

1. Risk Management Committee: A Board-level Risk ManagementCommittee of the Company and UTI Trustee Company Private Limited (the trustees of UTIMutual Fund schemes) have been constituted to review the overall risk management policiesand guidelines and implementation thereof. The meetings of committee are held on quarterlybasis.

2. Equity and Debt Steering Committee: Meetings of Equity SteeringCommittee and Debt Steering Committee are held on a regular basis to review fundperformance and strategy reports as well as to discuss products strategies and marketdevelopments.

3. Department of Risk Management: Department of Risk Managementreviews the implementation and governance of Risk Management Framework at the scheme leveland at the Company level. The Department regularly reviews the portfolio risks conductsperformance attribution of funds vis-a-vis their respective benchmarks and competingfunds tracks the adherence of portfolio characteristics to the respective scheme mandatesand computes various portfolio analytics to judge the risk and return indicators over aperiod of time.

4. Investment Committee: Investment Committee consists of 5 (five)members viz. Chief Executive Officer Chief Investment Officer Head of Fixed Income Headof Equity and Chief Risk Officer. The Committee meets on a monthly basis to review amongother things the performance of the funds top securities transactions and exceptions ifany to establish investment norms or scheme limits.

5. Department of Internal Audit: Department of Internal Auditoversees the work of the internal audit firm appointed to carry out the Company's internalaudit function. The Department together with the Investment Committee and the Departmentof Risk Management ensures that the policies procedures and processes laid down by theBoard and the Risk Management Committee are effectively implemented.

Effective risk management is critical to the operation of the Company'sbusiness. The Company had adopted various policies and procedures to manage the risksapplicable to its business operations inter-alia including:

1. Investment risk: The Company's funds are exposed tounderperformance risk with respect to both the relevant benchmarks and competing funds dueto investment related risks which include market risks and credit risks. The measurestaken to address and mitigate such risks including prudential investment limitswell-documented investment policies and procedures (regarding the delegation of powersresearch methodologies risk evaluation framework and brokers empanelment policy)sophisticated market information tools a dedicated securities research team experiencedfund managers and a regular performance reporting and review mechanism.

2. Liquidity risk: Liquidity risk mainly arises in respect ofopen-ended funds which typically allow investors to redeem their units at any time. If asignificant number of investors opt for redemption from a particular fund at the sametime the fund may face liquidity risk. The risk is particularly high in respect of incomefunds considering the low level of debt securities actively traded in Indian markets andthe high concentration of investors in selected funds. The measures taken to address andmitigate liquidity risk include reviewing its portfolio positions in light of averagetrading volumes and historical redemption of funds maintenance of liquid assetsregularly reviewing illiquid equity positions observing concentration limits for singlepositions issuers and sectors and prudential issuer and sector norms with a highproportion of the fixed income investments of the relevant funds in highly rated fixedincome securities and with a line of credit available to address the liquidity shortfalls.

3. Operational risk: This is the risk of loss from inadequate orfailed internal processes and systems or from external events including employee errorsimproper documentation of transactions failure of operational and information securityprocedures computer systems software or other equipment and business interruptions. Themeasures taken to address and mitigate operational risk include internal control systemsincluding concurrent audit system for dealing and Net Asset Value (NAV) computation and anoutsourced internal audit function a straight-through investment processing systemisolating and monitoring the dealing room service level agreements with third partyvendors conducting disaster recovery drills at least twice a year Information SecurityPolicies along with its review by an independent auditor separating front- office andback-office functions an effective investor grievance redressal mechanism periodictraining of the sales team and insurance coverage etc. In addition to the above theCompany has implemented Risk Control Self Assessment (RCSA) framework to identify andcontrol the relevant operational risks as per the SEBI (Mutual Funds) Regulations 1996and circulars issued thereunder.

4. Market risk: This risk is the possibility of loss arising fromchanges in the value of a financial instrument as a result of changes in market variablessuch as equity prices interest rates exchange rates or other asset prices highervolatility of funds or returns as compared to benchmark or competing funds. The measurestaken to address and mitigate market risk include implementing investment guidelines andposition limits in terms of individual stocks sectors and industries having experiencedfund managers closely monitoring investments and positions as well as measuringrisk-adjusted performance.

5. Credit risk: This is the risk of loss in market value of debtsecurities due to downgrading by credit rating agencies or default in payment by issuers.The measures taken to address and mitigate credit risk include internal position limitsestablishing counterparty exposure limits early warning system in-house research teamproduct positioning and placing restrictions on investments in unrated or low-rated debtsecurities.

6. Regulatory risk: The Company is highly regulated and it may beimpacted by new laws rules and regulations or changes in existing ones affecting itsability to operate. The measures taken to address and mitigate regulatory risk includefollowing regulatory guidelines systematic controls in respect of regulatory limitsdedicated Secretarial and Compliance Departments monthly compliance audits and review bythe Board of the Company and UTI Trustee Company Private Limited.

BOARD EVALUATION

The Company has a 'Policy for Evaluation of the Performance of theBoard of Directors' in accordance with the provisions of of the Act and ListingRegulations. The Policy aims to formulate the procedures and prescribes the criteria toevaluate the performance of the entire Board its committees and individual directors aswell as to assess and enhance the effectiveness of the Board as a whole.

The details on evaluation of performance of Board its Committees andindividual directors are disclosed in the Corporate Governance Report forming part of thisAnnual Report.

EMPLOYEE STOCK OPTION SCHEME

The Company introduced an employee stock option scheme called the 'UTIAMC Employee Stock Option Scheme - 2007' (ESOP Scheme 2007). The details of ESOP Scheme2007 are as follows:

Particulars Total
Options granted 7886585
Options vested (excluding options that have been exercised) 3706994
Options exercised 1484826
Total number of equity shares that would arise as a result of full exercise of options granted (net of cancelled / forfeited / lapsed options) 4268915
Options forfeited / lapsed / cancelled 3617670
Money realised by exercise of options (in Rs) 384858144
Total number of options in force 2784089
Variation in terms of options -

The details of stock options granted during the last three financialyears to the employees of the Company and few employees of the subsidiary companies are asunder:

Sr. Date of No. grant No. of options granted Face Value (Rs) Exercise Price (Rs)
During the FY 2019-20
1. 16th December 2019 2191554 10/- 728.00/-
During the FY 2020-21
Nil
During the FY 2021-22
2. 28th July 2021 861350 10/- 923.20/-
3. 17th January 2022 15291 10/- 1079.45/-

The details of stock options granted to Key Managerial Personnel underthe ESOP Scheme 2007 in the FY 2019-20 and FY 202122 are as under:

-Sr. Particulars No. Designation Total options granted
1. Mr. Imtaiyazur Rahman Chief Executive Officer & Whole-Time Director 405000
2. Mr. Surojit Saha Chief Financial Officer 32496
3. Mr. Arvind Patkar Company Secretary & Compliance Officer 4156

The details of employees who received a grant of options amounting tofive percent or more of options granted during the FY 2021-22:

Sr. No. Particulars Designation Total options granted during FY 202122
1. Mr. Imtaiyazur Rahman Chief Executive Officer & Whole-Time Director 230000
2. Mr. Vetri Subramaniam Chief Investment Officer 143855

During the FY 2021-22 the Company has not granted stock options toemployees under 'UTI AMC Employee Stock Option Scheme - 2007' which equal to or exceedsone percent of the issued capital of the Company.

The grant was made based on parameters inter-alia including tenureperformance role and total cost to the Company. The Company had obtained the in-principleapproval from stock exchanges for listing of 2110259 equity shares out of which 161787equity shares has been issued under the 'UTI AMC Employee Stock Option Scheme - 2007'during the FY 202122.

During the FY 2021-22 the members had at the 18th AGM held on 28thJuly 2021 amended the 'UTI AMC Employee Stock Option Scheme - 2007' to extend theexercise period for new grants from 'three' years to 'five' years.

The other terms of the aforementioned grants shall be in line with theoptions as granted under the existing scheme i.e. 'UTI AMC Employee Stock Option Scheme -2007'.

The scheme is in compliance with the SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations 2021 as amended from time to time. Thedisclosures as required under the aforesaid regulations can be accessed on the Company'swebsite at https://utimf.com/.

The certificate as required under Regulation 13 of the SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations 2021 from the Secretarial Auditorof the Company certifying that 'UTI AMC Employee Stock Option Scheme - 2007' have beenimplemented in accordance with the aforesaid regulation will be available for inspectionat the ensuing AGM.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is engaged in the business of fund management services andtherefore does not generally consume high levels of energy. However adequate measures orefforts wherever viable were taken to ensure energy conservation.

The Company is cognizant of the importance of imbibing measures towardsoptimum energy utilisation and conservation which are highlighted in the BusinessResponsibility and Sustainability Report (BRSR) annexed to this Directors Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo are mentioned below:

(Rs in crores)

Particulars For the year ended 31st March 2022 For the year ended 31st March 2021
Foreign Exchange Earnings 14.04 6.86
Foreign Exchange Outgo 9.58 12.25

the details regarding foreign exchange earnings and outgo are disclosedin Note no. 30 and 31 to the standalone financial statements of the Company for FY2021-22.

The Company spent foreign exchange for payment towards professionalfees and foreign business tours.

ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92 of the Act theAnnual Return of the Company for the FY 2021-22 is available on Company's website athttps://www.utimf.com/uti-amc- shareholders/financials-filings/annual-reports/

UNCLAIMED DIVIDEND ON SHARES

The details of the unclaimed dividend as on 31st March 2022 are asunder:

Dividend for the Financial Year Amount (in Rs)
1. 2019-20 947460.09
2. 2020-21 891028.00
Total 1838488.09

The unclaimed dividend is mainly on account of non-updation of KYCdetails in the folios or demat accounts of the concerned members.

As a measure to reduce unclaimed dividend the Company has sentcommunications to the concerned members requesting them to submit necessary documents forclaiming their unpaid / unclaimed dividend.

The Company has also uploaded the year-wise details of unclaimeddividend on the Company's website athttps://www.utimf.com/uti-amc-shareholders/unclaimed-dividend/.

SIGNIFICANT AND MATERIAL ORDER

There was no significant and material order passed by the regulators orcourts or tribunals impacting the going concern status and the Company's operations infuture.

MATERIAL CHANGE AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THEEND OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There was no material change and commitment affecting the financialposition of the Company between the end of the FY 2021-22 and the date of this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A separate section titled 'Management's Discussion and Analysis Report'for the FY 2021-22 has been included in this Annual Report.

CORPORATE GOVERNANCE

The Company maintains high standard of corporate governance and adheresto the corporate governance requirements set out by the SEBI. In terms of the ListingRegulations a separate section titled 'Corporate Governance Report' has been included inthis Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI has vide its gazette notification dated 5th May 2021 andcircular dated 10th May 2021 mandated the top 1000 listed entities to disclose theirperformance against the nine principles of the 'National Guidelines on ResponsibleBusiness Conduct' (NGBRCs) in 'Business Responsibility and Sustainability Report' from theFY 2022-23.

Though it is not mandatory to the Company for this FY the Company hasvoluntarily prepared the Business Responsibility and Sustainability Report for the FY2021-22.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and ListingRegulations the Company additionally discloses that during the FY 2021-22:

1 . there was no change in the nature of business of the Company;

2. there was no revision in the financial statements or Directors'Report of the Company;

3. disclosure pertaining to maintenance of cost records as specified bythe central government under Section 148 (1) of the Act is not applicable to the Company;

4. t he Company has not issued any shares with differential votingrights;

5. the Company has not issued any sweat equity shares;

6. the Company has not made any applications and no proceeding werepending under the Insolvency and Bankruptcy Code 2016; and

7. t he Company has not made any one-time settlement with the Banks orFinancial Institutions.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and Section 134(5)of the Act with respect to Directors' Responsibility Statement it is hereby confirmedthat:

(i) in the preparation of the Annual Accounts for the FY 2021 -22 theapplicable accounting standards were followed along with proper explanation relating tomaterial departures if any;

(ii) the accounting policies were selected and applied consistently andjudgments and estimates were made so that they are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the year i.e. 31stMarch 2022 and of the Profit and Loss of the Company for that period;

(iii) proper and sufficient care was taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularitaies;

(iv) the Annual Accounts were prepared on a going concern basis;

(v) proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and

(vi) systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board places its gratitude and appreciation for the valuablesupport cooperation and guidance received from the Securities and Exchange Board ofIndia Reserve Bank of India Association of Mutual Funds in India Ministry of CorporateAffairs Registrar of Companies UTI Trustee Company Private Limited National SecuritiesDepository Limited Central Depository Services (India) Limited National Stock Exchangeof India Limited BSE Limited Sponsors and the Members of the Company.

The Company is also thankful to its investors in schemes AuditorsCustodians Registrar & Transfer Agents Banks Distributors and all other serviceproviders for their valued support.

The Board also place on record their appreciation for the hard work anddedication of all the employees and support staff of the Company and towards of all itssubsidiary companies.

.