The Board of Directors take pleasure in presenting the Thirty - Third Annual Report of Canara Robeco Asset Management Company Limited ("the Company") together with the Audited Financial Statement for financial year ended March 31, 2026.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended March 31, 2026 is summarized as below:
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Particulars
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Year ended March 31, 2026
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Year ended March 31, 2025
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Total Revenue from Operations and other income
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45,465.65
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40,399.53
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Total Expenses
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17,260.88
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14,132.70
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Profit/(Loss) before depreciation
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28,204.77
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26,266.83
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Depreciation
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742.08
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502.54
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Profit/(Loss) before tax
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27,462.69
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25,764.29
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Less: Provision for Income Tax
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7,222.98
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6,371.00
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Less: Charge/(Credit) for deferred tax
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(140.76)
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322.85
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Add/(less): Other comprehensive income
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(7.81)
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(26.79)
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Total Comprehensive Income
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20,372.66
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19,043.65
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For the year ended March 31, 2026, the revenue of the Company by way of management fees and other income earned was at ' 45,465.65 Lakhs (previous year ended March 31, 2025: ' 40,399.53 Lakhs). The expense of the Company before depreciation was at ' 17,260.88 Lakhs (previous year ended March 31, 2025: ' 14,132.70 Lakhs). The total comprehensive income of the Company was at ' 20,372.66 Lakhs (previous year ended March 31, 2025: ' 19,043.65 Lakhs).
For a detailed analysis of the financial performance of the Company for the year under review, refer to report on Management Discussion and Analysis.
TRANSFER TO RESERVES
There is no amount proposed to be transferred to the reserves during the financial year ended on March 31, 2026.
REVIEW OF OPERATIONS
Total Annual Average Assets under Management for FY 2025-26 was ' 1,17,64,779 Lakhs (' 1,03,33,228 Lakhs for FY 2024-25). For the year ended March 31, 2026, the income from offshore advisory earned was ' 1,799.69 Lakhs (previous year ended March 31, 2025: ' 1,648.66 Lakhs).
SCHEMES LAUNCHED
Two new schemes were launched during the financial year ended March 31, 2026:
- Canara Robeco Multi Asset Allocation Fund; and
- Canara Robeco Banking and Financial Services Fund.
During the financial year ended March 31, 2026, no close ended schemes matured and redeemed.
As on March 31, 2026, the Canara Robeco Mutual Fund offered 27 schemes, of which 10 are debt-oriented schemes, 13 are equity-oriented schemes and 4 are hybrid schemes.
Change in Fundamental Attributes of the Schemes
During FY 2025-26, Canara Robeco Consumer Trends Fund (erstwhile name of the Scheme) underwent changes in the fundamental attributes and was subsequently renamed as Canara Robeco Consumption Fund.
In connection with the aforesaid changes, SEBI communicated its no-objection vide email dated January 22, 2026. Pursuant thereto, the AMC issued a Notice-cum-Addendum dated March 16, 2026, and separately communicated the proposed changes to the Unit Holders of the Scheme. An exit option was provided to the Unit Holders for a period of 30 calendar days, from March 24, 2026 to April 22, 2026. The changes in the fundamental attributes of the Scheme became effective from April 23, 2026.
AWARDS & RECOGNITION
During FY 2025-26, the Company was honoured with recognition at the AAFM Growth Multiplier FinFEST & Awards 2025.
The Company received the following accolades:
- Investor Education Award for the Company's "Nivesh Bus Yatra" initiative, a nationwide investor awareness and education campaign on wheels wherein the bus was converted into a mobile classroom. The initiative
aimed to enhance financial literacy and promote informed investment decisions among investors across the country.
- Product Innovation Award for Company's "Goal SIP"
campaign, recognized for its creative and innovative approach for encouraging goal-based investing.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT, REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance form part of this report.
In compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Business Responsibility and Sustainability Report (“BRSR”), for the financial year ended March 31, 2026, forms part of this Annual Report.
SHARE CAPITAL AND LISTING
During the year under review, there was no change in the authorized, issued, subscribed and paid-up equity share capital of the Company, except for changes in shareholding pursuant to an Initial Public Offering (“IPO”) comprising an Offer for Sale by the promoters of the Company, viz, Canara Bank and ORIX Corporation Europe N.V. (“OCE”), was undertaken in compliance with applicable provisions of the Companies Act, 2013 (“the Act”), and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Pursuant to the completion of the IPO, the equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited with effect from October 16, 2025.
Consequent to the IPO, the shareholding of Canara Bank reduced from 51% to 38% and OCE reduced from 49% to 37%.
During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise and sweat equity shares.
DIVIDEND Interim Dividend
The Board of Directors have declared interim dividend of ' 1.50 per equity share (15% of face value of ' 10/- each) for the financial year ended March 31, 2026.
Final Dividend
The Board of Directors have recommended payment of final dividend of ' 2.50 per equity share (25% of face value of ' 10/- each) for the financial year ended March 31, 2026. The payment of final dividend is subject to approval of members at the ensuing Annual General Meeting (“AGM”) and shall be subject to deduction of income tax at source.
The dividend pay-out ratio for the said dividend for the year ended March 31, 2026 is 39.14%.
The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Policy is available on the Company's website at https://www. canararobeco.com/wp-content/uploads/2025/04/CRAMC- Dividend-Distribution-Policv-1.pdf in terms of Regulation 43A of Listing Regulations.
Unclaimed Dividend on Shares
As on March 31, 2026, unclaimed - interim dividend amounting to ' 98,866.50 which has not been claimed by members of the Company and is lying in the Unpaid Dividend Account of the Company.
In terms of the provisions of Section 124(5) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company is statutorily required to transfer to the Investor Education and Protection Fund ("IEPF"), all dividends remaining unclaimed for a period of seven (7) years from the date of their transfer to the Unpaid Dividend Account. Accordingly, the unclaimed Interim Dividend for the financial year ended March 31, 2026, shall be transferred to the IEPF on or after January 17, 2033, being the date immediately following the expiry of seven (7) years from the date of its transfer to the Unpaid Dividend Account, within the timelines prescribed under the IEPF Rules.
Statement containing the names, last known addresses of those members whose dividend is unpaid has been disclosed on the Company's website at https://www.canararobeco. com/company/shareholder-corner/unclaimed-and-unpaid- dividends/
Such Members whose dividends remained unclaimed are requested to submit their claims to MUFG Intime India Private Limited, Registrar and Transfer Agent ("RTA") of the Company without further delay.
The details of Nodal Officer appointed under the provisions of IEPF Rules are available on the website of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY
As per the Act, the Company do not have any subsidiary/ associate company.
Further, consequent to completion of of IPO and listing of equity shares of the Company on the Stock Exchanges on October 16, 2025, the shareholding of Canara Bank in the Company reduced to 38% of the paid-up share capital and the Company ceased to be Subsidiary Company of Canara Bank.
RISK MANAGEMENT POLICY
The Company has a robust Risk Management framework to
identify, evaluate and control risks. The key risks identified by
the Company and the controls envisaged and implemented
by the Company are as under:
- Risks relating to Asset Management business:
The Policy evolved and implemented to cover various risks associated with the management of schemes of Canara Robeco Mutual Fund including market risk, credit & default risk, funding liquidity risk, asset liquidity risk and interest rate risk.
- Operational Risk
The Company has well defined policies as well as documented process descriptions and documented operational procedures on operational risk management.
- Business Continuity Risk
To ensure availability of critical systems even during disasters such as fire, earthquakes, or national incidents like pandemic illnesses, the Company has prepared the business continuity plan which is being monitored and updated on a regularly basis. The Company's Disaster Recovery ("DR") Procedure document enumerates the detailed plan to recover and restore partially or completely interrupted critical functions within a predetermined time after a disaster or extended disruption. The Company also conducts regular DR tests to ensure the availability of critical systems.
- Reputation Risk
The Company has placed well defined systemic checks and controls in place so that no activity, action or stance performed or taken by the Company or its officials may result in the impairment of its image in the community and/or the long-term trust placed in the organization by its stakeholders and/or the scheme investors.
- Compliance risk
The Company has a compliance officer and has also implemented wherever feasible system-controlled compliance checks. The Company is also subjected to a monthly regulatory compliance review by internal auditors, and the reports are being placed before the Board of Directors.
- Strategic risk
The Board of Directors are kept abreast of the changes in the operating and business environments on an ongoing basis. Any new initiative/change in the business approach is discussed and approved by the Board of Directors before implementation.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS
The Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. The financial controls are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement.
Necessary certification in this regard has been issued by the Managing Director & CEO and Chief Financial Officer to the Board of Directors in terms of Regulation 17 read with Schedule II Part B of the Listing Regulations.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on the financial year ended March 31, 2026 is placed on the Company's website at https:// www.canararobeco.com/wp-content/uploads/2026/06/ Annual-Return-MGT-7-2025-26.pdf
EMPLOYEE STOCK OPTIONS
Basis the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors at its meeting held on March 28, 2025 had approved the adoption and implementation of the CRAMCL Employee Stock Option Scheme 2025 ("ESOP-2025"/"Scheme") to or for eligible employees of the Company, in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"), which has been approved by the members at the Extra-ordinary General Meeting held on April 04, 2025. The Scheme shall continue to be in force until (i) its termination by the Board of Directors or NRC as per provisions of Applicable Laws, or (ii) the date on which all of the Options available for Grant under the Scheme have been issued and exercised, whichever is earlier.
The Exercise Period for Vested Options shall be maximum of 5 (Five) years commencing from the date of Vesting of Options, or such other shorter period as may be prescribed by NRC at the time of Grant.
The Scheme became effective from the date of listing of equity shares i.e. October 16, 2025. Post listing of equity shares as required under SBEB Regulations, the Scheme was ratified by the members by way of resolution passed through postal ballot on December 07, 2025.
A maximum of 39,88,348 (Thirty nine lakh eighty eight thousand three hundred and forty eight) stock options may be offered and granted under the aforesaid Scheme, which
on exercise, would entitle not more than 39,88,348 (Thirty nine lakh eighty eight thousand three hundred and forty eight) equity shares of face value of ' 10/- (Rupees Ten Only) each of the Company.
During FY 2025-26, the Company has granted 14,55,109 stock options exercisable into not more than 14,55,109 of equity shares of the Company of face value of ' 10/- (Rupees Ten Only) each fully paid-up to the identified employees of the Company. No employee was issued stock options, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.
The disclosures as required under the SBEB Regulations have been placed on the website of the Company at https://www.canararobeco.com/wp-content/ uploads/2026/06/ESOP-Disclosure.pdf.
Further, the certificate required under Regulation 13 of the SBEB Regulations from the Secretarial Auditors of the Company that the above Scheme have been implemented in accordance with the SBEB Regulations will be available at the ensuing AGM for inspection.
DEPOSITS
During FY 2025-26, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.
LOANS, GUARANTEES OR INVESTMENTS
The Company has not made any investments in contravention of Section 186 of the Act; or given any loan or guarantee or provided any security to any person or body corporate during the financial year.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has adopted Whistle Blower Policy (Vigil Mechanism) which envisages reporting by directors and employees about their genuine concerns or grievances. The said policy also provides direct access to the Chairperson of the Audit Committee. The policy is available on the website of the Company at the link Whistle-Blower-Policy.pdf. The vigil mechanism is overseen by the Audit Committee.
CODE OF CONDUCT
The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel. All members of the Board and Senior Management Personnel have affirmed compliance with the said Code of Conduct for FY 2025-26.
The declaration to this effect signed by the Managing Director & CEO of the Company forms part of this Report.
RELATED PARTY TRANSACTIONS
During the financial year, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, Listing Regulations and applicable Accounting Standards, which were in the ordinary course of business and on arm's length basis and in accordance with the Policy on Related Party Transactions of the Company.
The Policy ensures proper approval and reporting of the concerned transactions between the Company and related parties.
The Policy on Related Party Transactions is placed on the Company's website at https://www.canararobeco.com/ wp-content/uploads/2025/04/Policy-on-Related-Party- Transactions.pdf.
None of the transactions with related parties falls under the scope of Section 188(1) of the Act.
During the year, there were no material transactions with any related parties as per the provisions of the Act and Policy on Related Party Transactions or any other related party transactions entered into by the Company that requires disclosure in Form AOC-2, hence, disclosure in Form AOC-2 is not applicable to the Company.
Further, disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors
As on March 31, 2026, the Board of Directors of the Company comprises of 10 (ten) Directors consisting of 6 (six) Independent Directors, 3 (three) Non-Executive Non¬ Independent Directors and 1 (one) Managing Director & CEO.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kiyoshi Habiro Non-Executive Non-Independent Director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment.
Further, the Board of Directors based on the recommendation of the NRC, approved re-appointment of Mr. Ravindran Menon as an Independent Director, not liable to retire by rotation, to hold office for a second term of 3 (three) consecutive years, up to October 19, 2029 subject to approval of the members of the Company at the ensuing AGM.
Necessary proposal for their re-appointment has been placed for the approval at the ensuing AGM. The brief profile has been detailed in the Notice convening the 33rd AGM of the Company. The Directors recommend re-appointment of Mr. Kiyoshi Habiro as a Non-Executive Non-Independent Director and Mr. Ravindran Menon as an Independent Director of the Company for the second term of 3 (three) consecutive years.
During FY 2025-26, the members of the Company, vide resolutions passed at the AGM held on July 28, 2025, approved:
- appointment of Mr. Santanu Kumar Majumdar as Non¬ Executive Non-Independent Director of the Company with effect from July 28, 2025;
- appointment of Mr. Vijay Walia as an Independent Director of the Company for a term of 3 (three) years commencing from July 28, 2025 till July 27, 2028; and
- re-appointment of Mr. Agyey Kumar Azad as an Independent Director of the Company for a second term of 3 (three) years upto August 08, 2028.
In the opinion of the Board of Directors, Mr. Santanu Kumar Majumdar, Mr. Vijay Walia and Mr. Agyey Kumar Azad, possess requisite expertise, integrity, experience and proficiency.
Further, during the financial year, Mr. Debashish Mukherjee Non-Executive Non-Independent Director and Mr. K Satyanarayana Raju, Non-Executive Non-Independent Director resigned from the Board of Directors with effect from May 31, 2025 and December 31, 2025, respectively, due to their superannuation from the services of Canara Bank (Promoter of the Company).
The Directors place on record their deep appreciation of the services rendered by them.
The Company has received declarations from all the Independent Directors of the Company confirming that:
a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and
b) they have registered their names in the Independent Directors' Databank.
In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act and are independent of the Management.
All the directors of the Company have confirmed that they are not disqualified for being appointed as directors pursuant to Section 164 of the Act.
Key Managerial Personnel
As on the date of this Report, the following are the key managerial personnels of the Company, in accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
- Mr. Rajnish Narula, Managing Director & CEO;
- Mr. Ashwin Purohit, Chief Financial Officer; and
- Ms. Hemangi Patil, Company Secretary.
The Board of Directors of the Company at its Meeting held on March 11, 2026, had approved the appointment of Ms. Hemangi Patil as Company Secretary (Key Managerial Personnel) under the Act with effect from April 01, 2026. Further, Mr. Ashutosh Vaidya, erstwhile Company Secretary (Key Managerial Personnel) had resigned from the services of the Company and ceased to be Company Secretary w.e.f. close of business hours of March 31, 2026.
Number of meetings of the Board and Committees
During FY 2025-26, 13 (thirteen) meetings of the Board of Directors of the Company were held. The details of Meetings of Board and Committees held during the financial year, attendance of Directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report, which forms part of the Annual Report.
NOMINATION AND REMUNERATION POLICY
In terms of the requirements under the Act and Listing Regulations, the Company has in place a Nomination and Remuneration Policy, inter-alia, detailing the director's appointment, remuneration, criteria for determining qualifications, attributes, independence of a director and other matters. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Nomination and Remuneration Policy of the Company. The said Nomination and Remuneration Policy of the Company is available on the website of the Company at https:// www.canararobeco.com/wp-content/uploads/2025/10/ Nomination-and-Remuneration-Policy CRAMC.pdf.
PARTICULARS OF EMPLOYEES' REMUNERATION
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. In terms of Section 136 of the Act, the same would be available for inspection during working hours at the Registered Office
of the Company till the date of AGM. A copy of this statement may be obtained by the members by writing to the Company Secretary of the Company.
The ratio of the remuneration of each Director and employees of the Company as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 1 to this Report.
PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES OF THE BOARD AND DIRECTORS
Pursuant to the provisions of the Act, the Listing Regulations and the Company's Policy on Performance Evaluation, the annual evaluation of the Board, its Committees and individual Directors, including the Chairman and Managing Director & CEO, was carried out for FY 2025-26.
The evaluation was conducted through a structured process comprising detailed questionnaires, based on defined criteria covering Board composition, effectiveness of deliberations and decision-making, governance and risk oversight, regulatory compliance, leadership effectiveness and contribution of Directors.
The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Chairman and the Board as a whole and provided their feedback. The Board, taking into account such evaluation and feedback, assessed the performance of its Committees and individual Directors.
The Board confirms that the evaluation process was robust, transparent and in line with applicable regulatory requirements. Based on the outcome, the performance of the Board, its Committees and individual Directors was found to be effective. The feedback arising from the evaluation has been noted for further strengthening of governance practices.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted Corporate Social Responsibility ("CSR") Committee and statutory disclosures with respect to the CSR Committee and Annual Report on CSR Activities forms part of this Report as Annexure 2.
The CSR Policy is available on the website of the Company and can be accessed atCSR-POLICY-27.04.2026.pdf.
AUDITORS Statutory Auditors
In terms of Section 139 of the Act, the Statutory Auditors of the Company are appointed by the Comptroller and Auditor General of India, New Delhi ("C&AG"). In terms of Section 142 of the Act, the remuneration of Auditors appointed under Section 139 of the Act by C&AG, is fixed by the Company at the General Meeting.
Accordingly, M/s. Borkar & Muzumdar, Chartered Accountants, were appointed by C&AG as the Statutory Auditors of the Company for FY 2025-26 and their remuneration was approved by the members of the Company at the 32nd AGM of the Company.
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in the audit report for FY 2025-26.
The Auditor's Report on the financial statements of the Company for the financial year ended March 31, 2026 forms part of this Annual Report.
Appointment of Statutory Auditors
Consequent to completion of IPO and listing of equity shares of the Company on the Stock Exchanges on October 16, 2025, the shareholding of Canara Bank (public sector bank) in the Company reduced to 38% of the paid-up capital and the Company no longer qualifies as "Government Company" or "Government controlled other Company" Accordingly, the provisions relating to appointment of auditors by C&AG are no longer applicable to the Company.
In view of the same, the Board of Directors of the Company, basis recommendation of the Audit Committee of the Company, appointed M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No. 101569W) as the Statutory Auditors of the Company in terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, for a term of 3 (three) consecutive years i.e. from the conclusion of 33rd AGM until the conclusion of 36th AGM of the Company, subject to approval of the members at the ensuing AGM.
Secretarial Auditors
In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of the Listing Regulations, the Board of Directors at its meeting held on July 17, 2025 has
recommended the appointment of M/s. Makarand M. Joshi & Co., Company Secretaries as the Secretarial Auditors of the Company for a term of 5 (five) consecutive financial years commencing from April 01, 2025 till March 31, 2030. The appointment has been approved by the members of the Company at 32nd AGM. The Secretarial Audit Report forms part of this Report as Annexure 3.
There were no material qualifications, reservations or adverse comments or disclaimer made by the Secretarial Auditors in their audit report, except there is delay in recording entries of designated persons with the designated depository in accordance with the SEBI Circular dated September 09, 2020. The Board commented that delay was a one-time procedural lapse arising during the transition phase of the Company becoming listed entity and there was no impact on the overall compliance framework relating to insider trading regulations. The Company has since completed recording of entries with designated depository and has further strengthened its internal processes to ensure timely compliance.
Reporting of frauds by Auditors
The said Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.
Internal Auditors
M/s. Mukund M. Chitale & Co., were appointed as an Internal Auditors of the Company for FY 2025-26.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to the conservation of energy and technology absorption in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is stated as below:
(i) Conservation of energy and technology absorption:
The Company is in financial services industry and does not consume high levels of energy. However, regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods.
(ii) Foreign Exchange, earnings and expenditure during the year:
- Earnings in foreign currency aggregated to ' 1,799.69 Lakhs (previous year: ' 1,648.66 Lakhs).
- Expenditure in foreign currency aggregated to ' 3012.77 Lakhs (previous year: ' 2,994.38 Lakhs).
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes affecting the financial position of the Company which have occurred between the end of FY 2025-26 and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;
e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of the Act.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to fostering a safe, respectful and inclusive Workplace where all its Employees can work free from discrimination, gender bias and any form of harassment, including sexual harassment. The Company upholds a zero- tolerance policy towards any form of sexual harassment at the Workplace or in work-related settings. The Company has formed a Policy on Prevention of Sexual Harassment at Workplace, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder.
The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act.
The Company had conducted the trainings on prevention of sexual harassment of women at workplace for all employees of the Company for FY 2025-26.
During the year, no complaints pertaining to sexual harassment were received by the Internal Complaints Committee.
DISCLOSURES OF VOTES CAST BY MUTUAL FUNDS
The disclosure of votes cast by Canara Robeco Mutual Fund in respect of resolutions passed in shareholders' meetings and Postal ballots of the investee companies during FY 2025-26 can be viewed at the following link: https://www. canararobeco.com/statutory-disclosures/voting-right- policy.
WEBSITE DISCLOSURE
In compliance with Regulation 46 of the Listing Regulations, the Company maintains a functional website where necessary information/disclosures/intimations etc. are
disclosed from time to time. The statutory disclosures under the said regulation are available on Company's website at https://www.canararobeco.com/company/shareholder- corner/disclosure-under-regulation-46-of-sebi-lodr- regulations-2015/.
CODE FOR PREVENTION OF INSIDER TRADING
"Code of Conduct for Prevention of Insider Trading in the Shares of Canara Robeco Asset Management Company Limited" provides a framework which deals with the internal procedures and conduct in dealing with the securities of the Company. The Code has been formulated in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations") and amendments thereto. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of PIT Regulations.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company is in compliance with the applicable provisions of the Maternity Benefits Act, 1961.
OTHER DISCLOSURES
- There was no change in the nature of the business of the Company.
- There was no revision in the financial statements of the Company.
- During the year, there was no receipt of any remuneration or commission by Managing Director & CEO of the Company from its Holding Company and Subsidiary Company.
- The Company is not required to maintain cost records as per Section 148(1) of the Act.
- There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
- The Company has not availed any loans from banks or financial institutions and accordingly no one-time settlement was entered into with any bank or financial institution during the financial year under review.
- Details of the various Committees of the Board of Directors including their composition are provided in the Report of the Directors on Corporate Governance, which forms part of this report.
ACKNOWLEDGEMENTS
The Board of Directors takes this opportunity to thank investors, members, trustee company, bankers, distributors, key partners, Investor Service Centres and other service providers for their continued support.
The Board of Directors takes this opportunity to place on record their gratitude for the support and guidance received
from trustee company, confidence reposed by the investor community and the dedicated work put in by the employees at all levels in the Company. The Board of Directors would like to convey its gratitude to Canara Bank and ORIX Corporation Europe N.V., promoters of the Company.
The Board of Directors acknowledges the valuable assistance, support and guidance given by the Securities and Exchange Board of India, Association of Mutual Funds of India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges and Depositories.
The Directors also acknowledges the faith reposed in Canara Robeco Mutual Fund by its investors and look forward to their continued support.
For and on behalf of the Board of Canara Robeco Asset Management Company LimitedSantanu Kumar Majumdar
Place: Mumbai Chairman
Date: April 27, 2026 (DIN: 08223415)
Registered Office:
Construction House, 4th Floor, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001, Maharashtra,
India
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