Shriram Asset Management Co Ltd

Dear Members,

Your Directors have pleasure in presenting their 31^st Annual Report and the Audited Statements of Accounts for the Financial Year ended March 31, 2025.

Financial Summary & Highlights:

Dividend:

In the absence of profits, your Directors do not recommend payment of any dividend for the Financial Year 2024-2025. The Company doesn't have Dividend Distribution Policy as the provisions are not applicable to the Company.

State of Company's Affairs:

Some highlights of your Company's performance during the year under review are:

• The gross loss (before depreciation and tax) for the year was R 1560.97 lakhs as against R 593.04 lakhs during the last year.

• Net loss after taxation for the year was R 1651.22 lakhs as against R 685.92 lakhs in the last year.

• The total asset under management was R 895.72 Crore as against R 535.76 Crore in the last year.

Shriram Aggressive Hybrid Fund, launched in November 2013, delivered a CAGR of 10.08% since inception, Shriram Flexi Cap Fund, launched in September 2018, generated a CAGR of 10.51% since inception. Shriram ELSS Tax Saver Fund (ELSS), launched in January 2019, delivered a CAGR of 11.78% since inception. Shriram Balanced Advantage Fund, launched in July 2019, achieved a CAGR of 8.79% since inception. Shriram Overnight Fund, launched in August 2022, returned a CAGR of 6.47% since inception. Shriram Multi Asset Allocation Fund, launched in September 2023, delivered 9.48% (absolute return) since inception.

In addition, three new funds were launched during FY 2025:

• Shriram Nifty 1D Rate Liquid ETF (launched July 2024), which returned 6.21% (absolute) since launch.

• Shriram Liquid Fund (launched November 2024), which posted an absolute return of 7.09% as of March 2025.

• Shriram Multi Sector Rotation Fund (launched December 2024), which is in its early stage and reported an absolute return of -21.11%.

Assets Under Management (AUM) for mutual funds reached R 65.74 lakh crores as on March 31, 2025, an increase of 23.1% from March 2024. The contributions through Systematic Investment Plan (SIPs) in Mutual Fund continued to remain robust as it grew on a year-on-year basis. The contribution stood at R 2,89,352 crores for FY 2025. This consistent growth reflects the increasing maturity of Indian investors and their growing preference for mutual funds as a long-term investment avenue.

During FY 2024-2025 the Company was registered as Portfolio Managers with SEBI for carrying out activities of Portfolio Management Scheme under Regulation 3 of Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020.

Company on December 16, 2024 launched 3 PMS Products- Shriram LEAPS - Investment Approach, Shriram Future GEMS - Investment Approach and Shriram Liquid PMS - Investment Approach.

Portfolio Management Services (PMS) business, which was launched in 2024-2025, is an important service that your Company offers to esteemed clients. As of March 31, 2025, the PMS business had total Assets Under Management (AUM) of Rs 5.69 crore.

Change in the Nature of Business:

There was no change in the nature of the business.

Share Capital:

During the year under review, there was no change in capital of the Company. As on March 31, 2025, the Authorized Share Capital of the Company was Rs 127 crores comprising of 23000000 Equity Shares of Rs 10/- each, 500000000 Compulsory Convertible Preference Shares of R 1/- each and 5400000 Redeemable Non-Convertible Preference Shares of R 100/- each.

As on March 31, 2025, the issued, subscribed and paid up Share Capital of the Company stood at R 13,01,68,750/- (Rupees Thirteen Crores One Lakh Sixty Eight Thousand and Seven Hundred and Fifty Only) comprising of 13016875 (One Crore Thirty Lakhs Sixteen Thousand Eight Hundred and Seventy Five) Equity Shares of R 10/- each.

The Company has not issued any shares with differential voting rights, Sweat equity shares during the year.

Material Changes and Commitments:

After the closure of the Financial Year 2025 till the date of this Report, Securities Issue Committee of the Company at its meeting held on April 23, 2025 allotted 38,88,889 Equity Shares representing 23% of the Equity Share Capital on preferential basis to Sanlam Emerging Markets (Mauritius) Limited in accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Particulars of Loans, Guarantees or Investments:

The details of the Investments and Loans covered under the provisions of Section 186 of the Companies Act, 2013 ("the Act") are given in the notes to the financial statements.

Cash Flow Statement:

The Cash Flow statement for the year 2024-2025 is attached to the Balance Sheet.

Directors:

Mrs. Subhasri Sriram who retires by rotation has offered herself for reappointment. Necessary proposal for her reappointment has been included in the notice convening the AGM and the said resolution is recommended for your approval.

Mr. K.V. Eapen and Mrs. Uma Shanmukhi Sistla were appointed as Independent Directors of the Company for first term of 5 consecutive years w.e.f. August 06, 2024. The Board is of the opinion that Mr. K.V. Eapen and Mrs. Uma Shanmukhi Sistla hold high integrity, have expertise and experience required for the role of Independent Director in the Company. Mrs. Jayashree Mahesh, an Independent Director of the Company, completed her tenure as Independent Director on October 20, 2024 and consequently she ceased to be the Independent Director of the Company w.e.f October 21, 2024.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as 'Listing Regulations'. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Profile of the Director, as required under Regulation 36 of the Listing Regulations, is given in the Notice of the 31^st AGM.

Fixed Deposits:

During the year under report, your Company has not accepted any fixed deposits.

Board Evaluation:

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Policy on Directors' Appointment and Remuneration:

The Board has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The key features of the policy are as follows:

1. Criteria for appointment and removal of Director, Key Managerial Personnel and Senior Management.

2. Criteria for performance evaluation.

3. Criteria for determining qualifications and positive attributes of Directors.

4. Criteria for determining independence of a Director, in case of appointment of Independent Director.

5. Criteria for fixing the remuneration of Director, Key Managerial Personnel and Senior Management.

The details of this policy are explained in the Corporate Governance Report and are also available at www.shriramamc.in. Meetings:

During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of the meetings are given in the Corporate Governance Report. The gap between the Meetings was within the period prescribed under the Act and as per Regulation 17(2) and 18(2)(a) of the Listing Regulations respectively.

Risk Management:

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company has constituted Risk Management Committee. The Company has in place a Risk Management Policy, commensurate with its size of operations, which lays down a process for identification and mitigation of risks that could materially impact its performance.

Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors' Responsibility Statement:

Pursuant to the provisions of Section 134(3)(c) of the Act, the Directors confirm that to the best of their knowledge and belief:

a) In the preparation of Annual Accounts and Financial Statements for the year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently, and judgments and estimates have been made 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 Loss of the Company for the year ended on that date;

c) 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;

d) The Annual Accounts have been prepared on an ongoing concern basis;

e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively;

f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

Related Party Transactions:

All related party transactions of the Company are at arm's length basis and are in the ordinary course of business. None of the related party transactions entered into by the Company were in conflict with the Company's interest. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Members approval for material Related Party Transaction, as defined under the Listing Regulations shall be obtained at the ensuing Annual General Meeting.

All Related Party Transactions are placed before the Audit Committee/Board, as applicable, for their approval. The particulars of contracts or arrangements with related parties in Form AOC -2 are annexed herewith as "Annexure A".

Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

During the year under report, there were no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company's operations in future.

Internal Financial Controls and their adequacy:

The Company has put in place adequate internal financial controls with reference to the Financial Statements commensurate with the size of the Company.

Audit Committee:

The Audit Committee comprises of Mr. Ramamurthy Vaidyanathan (Independent Director) as Chairman, Mr. K.V. Eapen (Independent Director) as Member and Mrs. Subhasri Sriram (Non-Independent Director) as Member. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism / Whistle Blower Policy:

As per the provisions of Section 177(9) of the Act, the Company is required to establish a Vigil Mechanism for Directors and employees to report genuine concerns. Regulation 4(2)(d)(iv) of Listing Regulations also provides for establishment of vigil mechanism for Directors and employees for above mentioned matters. The Company has a Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistle blower. The details of the Vigil Mechanism are posted on the website of the Company i.e. www.shriramamc.in.

Establishment of Internal Complaints Committee:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints of sexual harassment were received during the year.

Auditors and Auditors' Report:

The Company's Statutory Auditors, M/s. G. D. Apte & Co., (Firm Registration No. 100515W) Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company, for the second term of five consecutive years at the 28^th Annual General Meeting held on July 28, 2022 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Pursuant to the amendments made to Section 139 of the Act, by the Companies (Amendment) Act, 2017 effective from May 07, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.

In view of the above, ratification by the Members for continuance of their appointment at this AGM is not being sought. The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

Secretarial Audit:

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of Mr. Suhas S. Ganpule, Company Secretary, Proprietor of M/s. SG & Associates, Peer Reviewed Firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of upto

5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 36th (Thirty Sixth) AGM of the Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. SG & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. SG & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act

6 Rules made thereunder and Listing Regulations.

The Secretarial Audit Report for the Financial Year 2024-2025 is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Subsidiaries, Joint Ventures or Associate Companies:

The Company does not have any subsidiary or associate or joint venture company within the meaning of relevant provisions of the Act.

Corporate Governance:

The Report on Corporate Governance forms part of the Directors' Report and is annexed herewith.

As required by the Listing Regulations, Practicing Company Secretary's Report on Corporate Governance and a declaration by the Chief Executive Officer with regards to Code of Conduct are attached to the said Report.

The Management Discussion and Analysis Report is given as a separate statement forming part of the Annual Report.

As required under Listing Regulations, a detailed report on Corporate Governance along with the Certificate from the Practising Company Secretary confirming compliance forms an integral part of this Report and certificate duly signed by the Managing Director & Chief Executive Officer and Chief Financial Officer (CFO) on the Financial Statements of the Company for the year ended March 31, 2025 was submitted to the Board of Directors at their Meeting held on April 28, 2025. These certificates are attached to the Report on Corporate Governance.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

1. Conservation of Energy

The Company has no activity involving Conservation of Energy.

2. Technology Absorption

The Company has no activity involving Technology Absorption.

3. Foreign Exchange earnings and outgo

The Company did not have any foreign exchange earnings or outgo during the year under review.

Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the Financial Year March 31, 2025 is uploaded on the website of the Company and can be accessed at www.shriramamc.in.

Compliance with Secretarial Standards:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) with respect to Board and General Meetings.

Amount, if any, proposed to transfer to reserves:

The Company has made no transfers to reserves during Financial Year 2024-2025.

Employee Stock Option Plan (ESOP):

The Company has adopted the 'Shriram Asset Management Company Limited - Employees Stock Option Plan 2022' (ESOP 2022 Scheme). In accordance with the terms of the ESOP 2022 Scheme, employees are eligible for award of conditional rights to receive equity shares. The Company confirms that the 'ESOP 2022 Scheme' complies with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The statement of detailed information on the options granted and vested under Company's ESOP 2022 Scheme is provided under "Annexure C" to this report.

There is no material change in the ESOP 2022 Scheme and is in compliance with the regulations.

The details of the ESOP 2022 Scheme, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company's website at https://www. shriramamc.in/Reports.aspx.

The Secretarial Auditors have certified that the ESOP 2022 Scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members. The said certificate is annexed herewith as "Annexure D" to this Report.

Particulars of Employees:

During the year under report, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure E". As per the provisions of Section 136(1) of the Act, the Annual Report excluding the information required as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 on employee's particulars is being sent to the members which is, however, available for online inspection during working hours of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining such information may write to the Company Secretary in this regard.

Transfer to Investor Education and Protection Fund:

The Company does not fall under the ambit for transferring any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

Credit ratings:

The Company has not obtained any credit rating during the Financial Year 2024-2025.

Maintenance of Cost Records:

The Company is not required to maintain the Cost Records as specified by the Central Government under Section 148 (1) of the Act.

Application under Insolvency and Bankruptcy Code, 2016:

During the year under report, the Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

One Time Settlement:

During the year under report, the Company has not done any one time settlement with Bank or Financial Institution. Acknowledgement:

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation received from the Securities and Exchange Board of India, Association of Mutual Funds of India, Stock Exchange Authorities, Auditors, Bankers, Distributors, other Service providers and Shriram Trustees Limited (Trustees of Shriram Mutual Fund).

The Directors wish to place on record the continued enthusiasm, total commitment, dedication and efforts of the employees of the Company at all levels.

We are also deeply grateful to the Shareholders of the Company and also to the large body of investors of schemes of Shriram Mutual Fund for the continued confidence and the faith reposed in the Fund and look forward to their continued patronage.