ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್ICICI Prudential Asset Management Company Ltd.

Mar 31, 2026

ICICI Prudential Asset Management Company Limited

Report on the Audit of the Financial Statements

OPINION

1. We have audited the accompanying financial statements of ICICI Prudential Asset Management Company Limited (‘the Company''), which comprise the Balance Sheet as at 31 March 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information.

2. I n our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (‘the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTER

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Revenue from management fees

(Refer note 1.4 for material accounting policy information on

Our audit procedures for this area included, but was not limited to the following:

revenue recognition and note 21 for the details of revenue

Obtained and read the accounting policy for revenue recognition

recognized during the year)

and evaluated the appropriateness of revenue recognition policy

Revenue from operations majorly comprises of management fees

as

per the requirements of Ind AS 115, Revenue from contracts

with customers.

from:

¦ Mutual fund operations that consist of fees from various mutual fund schemes managed by the Company which invest

¦

Obtained an understanding of the significant processes followed by the management for revenue recognition and identified where there is a higher risk of error due to

in different categories of securities in the market like equity, debt etc.

manual processes, complex contractual terms, and areas of judgement.

¦ Portfolio Management Services (PMS) consist of fees from

¦

Evaluated the design and tested operating effectiveness of

investors as per individual contracts entered into by the Company.

key controls over recognition of management fees.

¦ Alternate Investment Funds (AIF) that consist of fees from

¦

On sample basis, verified that change in management fee rates were approved by authorised personnel.

various AIF funds managed by the Company as per Private

Placement Memorandum (PPM).

Management fees is calculated as a percentage of the assets

¦

On sample basis, recomputed the management fee received from Mutual Fund with the relevant scheme document and verified the rate of management fee along with arithmetical accuracy and compared the same with the invoice amount.

under management (‘AUM’) managed by the Company as agreed

in respective scheme documents, individual customer contracts,

etc.

There are inherent risks in computation of management fees due to the manual input of contractual key terms such as approved fee rates in the system, computation of applicable AUM which could result in errors.

¦

On sample basis, recomputed the management fee for PMS and AIF, verified AUM and NAV from the system generated reports and verified the rate of management fee along with arithmetical accuracy and compared the same with the invoice amount.

Key audit matter

How our audit addressed the key audit matter

This involves monitoring by the Company to ensure all financial terms and conditions are captured accurately and applied appropriately in calculation of management fee. Further, any discrepancy in computation of management fees could give rise to a material misstatement in the financial statements.

Considering multiple schemes managed by the Company and significance of the amounts involved, significant auditor attention was required to test accuracy of management fee income recognised during the year and accordingly, we have identified this as a key audit matter.

¦ On a sample basis, checked the receipts of such income in bank statements.

¦ Obtained and read the management fee certification reports, issued by the statutory auditors of mutual fund schemes and reconciled the certified amounts with the accounting records.

¦ Evaluated the adequacy of disclosure relating to management fee income earned by the Company.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

5. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS

6. The accompanying financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were 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, whether due to fraud or error.

7. I n preparing the financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

8. The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

9. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

10. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

¦ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

¦ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143 (3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

¦ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

¦ Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

¦ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

11. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

12. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

13. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

14. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

15. As required by the Companies (Auditor''s Report) Order, 2020 (‘the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

16. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2026 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 37 to the financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2026;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2026;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2026;

iv. a. The management has represented

that, to the best of its knowledge and belief, other than as disclosed in note 40 to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, other than as disclosed in note 40 to the financial statements, no funds have been received by the Company from any person (s) or entity(ies), including foreign entities (‘the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries'') or

provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The interim dividend declared and paid by the Company during the year ended 31 March 2026 and until the date of this audit report is in compliance with section 123 of the Act.

As stated in note 39 to the accompanying financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2026 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination which included test checks, the Company, in respect of financial year commencing on or after 1 April 2025, has used an accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For Walker Chandiok & Co LLP Chartered Accountants Firm''s Registration No.: 001076N/N500013

Sudhir N. Pillai Partner

Membership No.: 105782 UDIN: 26105782IOJQVY5765

Place: Mumbai Date: 13 April 2026


Mar 31, 2025

1. We have audited the accompanying financial statements of ICICI Prudential Asset Management Company
Limited
(‘the Company''), which comprise the Balance Sheet as at 31 March 2025, the Statement of Profit
and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of
Changes in Equity for the year then ended, and notes to the financial statements, including material
accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (‘the Act'') in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS'') specified
under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other
accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025,
and its profit (including other comprehensive income), its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the
Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI'') together with the
ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act
and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

4. The Company''s Board of Directors are responsible for the other information. The other information obtained
at the date of the auditor''s report is the information included in the Director''s Report, but does not include
the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

5. The accompanying financial statements have been approved by the Company''s Board of Directors. The
Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, changes in equity and cash flows of
the Company in accordance with the Ind AS specified under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were 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, whether due to fraud or error.

6. In preparing the financial statements, the Board of Directors is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

7. The Board of Directors is also responsible for overseeing the Company''s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Standards on Auditing will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.

9. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls with reference
to financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report
to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to continue as a
going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

10. We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

Report on Other Legal and Regulatory Requirements

11. As required by section 197(16) of the Act based on our audit, we report that the Company has paid
remuneration to its directors during the year in accordance with the provisions of and limits laid down under
section 197 read with Schedule V to the Act.

12. As required by the Companies (Auditor''s Report) Order, 2020 (‘the Order'') issued by the Central Government
of India in terms of section 143(11) of the Act we give in the Annexure A a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

13. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we
report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit of the accompanying financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;

c) The financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with Ind AS specified under section 133 of
the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director
in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of
the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our
separate report in Annexure B wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of
the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company, as detailed in note 41 to the financial statements, has disclosed the impact of
pending litigations on its financial position as at 31 March 2025.

ii. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses as at 31 March 2025;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company during the year ended 31 March 2025;

iv. a. The management has represented that, to the best of its knowledge and belief, as

disclosed in note 44 to the financial statements, no funds have been advanced or loaned
or invested (either from borrowed funds or securities premium or any other sources or kind
of funds) by the Company to or in any person(s) or entity(ies), including foreign entities
(‘the intermediaries''), with the understanding, whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company
(‘the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the
Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed
in note 44 to the financial statements, no funds have been received by the Company from
any person(s) or entity(ies), including foreign entities (‘the Funding Parties''), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries'') or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
management representations under sub-clauses (a) and (b) above contain any
material misstatement.

v. The interim dividend declared and paid by the Company during the year ended 31 March 2025 and
until the date of this audit report is in compliance with section 123 of the Act

vi. Based on our examination which included test checks, the Company, in respect of financial year
commencing on or after 1 April 2024, has used accounting software for maintaining its books of
account which have a feature of recording audit trail (edit log) facility and the same have been
operated throughout the year for all relevant transactions recorded in the software. Further, during
the course of our audit we did not come across any instance of audit trail feature being tampered
with. Furthermore, the audit trail has been preserved by the Company as per the statutory
requirements for record retention.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No:001076N/N500013

Sd/-

Sudhir N. Pillai

Partner

Membership No:105782

UDIN:25105782BMLIBM4612

Place: Mumbai

Date: 12 April 2025

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