HDFC Asset Management Company Ltd Directors Report

To the Members

Your Directors take great pleasure in presenting the Twenty-Fifth Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

Financial Performance

The financial performance of your Company for the financial year ended March 31, 2024 is summarized as below:

(Rs. in crores)

Financial Results	For the yea r ended March 31,2024	Fortheyearended March 31, 2023
Profit before Tax	2,478.19	1,870.61
Less: Provision for Tax (Net of Deferred Tax)	532.31	446.69
Profit after Tax	1,945.88	1,423.92
Add / (Less): Other Comprehensive Income (Net of Tax)	(1.59)	0.42
Total Comprehensive Income (A)	1,944.29	1,424.34
Balance of Retained earnings carried forward from previous year	5,060.30	4,531.82
Less: Equity Dividend Paid for earlier year	1,024.65	895.86
Total(B)	4,035.65	3,635.96
Balance of Retained Earnings Carried to Balance Sheet (A+B)	5,979.94	5,060.30

For the year ended March 31, 2024, your Company posted a net profit of 1,945.88 Crore as against 1,423.92 Crore in the previous year. Appropriations from the net profit have been effected as per the summary given above.

For a detailed analysis of the financial performance of your Company for the year under review, refer to report on Management Discussion and Analysis.

Dividend

The 25^th Annual General Meeting (AGM) of the Company is scheduled to be held on July 25, 2024 and the Company for the last two financial years has been paying dividend to its shareholders in the month of June, considering the same, your Directors at their meeting held on June 7, 2024 have declared an interim dividend for the financial year ended March 31, 2024 of 70/- per equity share (1400%) of face value of 5/- each of the Company instead offinal dividend of 70/- per equity share for the financial year ended March 31, 2024 as recommended earlier at the meeting held on April 19, 2024.

The dividend pay-out ratio for the said dividend for the year ended March 31, 2024 is 76.80%.

The interim dividend declared is in accordance with the parameters and criteria as set out in the Dividend Distribution

Policy which has been approved by the Board of Directors of the Company. The Dividend Distribution Policy of the Company is placed on the Companys website at https://www. hdfcfund.com/about-us/corporate-governance/code-policy in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

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 Regulations, the Business Responsibility and Sustainability Report (BRSR) along with the report on assurance of the BRSR Core, consisting of a set of Key Performance Indicators (KPIs) / metrics under nine Environmental, Social & Governance attributes for the financial year ended March 31, 2024 provided by M/s. B S R & Co. LLP, Chartered Accountants, the Statutory Auditors of your Company, forms a part of this Annual Report.

Transfer to Reserves

There is no amount proposed to be transferred to the reserves. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the Statement of Changes in Equity included in the financial statements.

Capital Structure

During the year, your Company issued and allotted 59,284 equity shares of 5/- each ofthe Company to eligible employees on exercise of stock options granted under Employee Stock Option Scheme of the Company.

Consequently, the issued, subscribed and paid-up equity share capital increased from 1,06,71,23,580/- represented by 21,34,24,716 equity shares of 5/- each as on April 1,2023 to 1,06,74,20,000/- represented by 21,34,84,000 equity shares of 5/- each as on March 31, 2024.

During the year under review, the Company has not issued any:

a) shares with differential rights as to dividend, voting or otherwise.

b) sweat equity shares.

Review of Operations

Assets under Management (AUM) ofHDFC Mutual Fund ("HDFC MF") at the close of FY 2023-24 was 6.07 Lakh Crore as against an AUM of 4.37 Lakh Crore at the close of FY 2022-23, an increase of 39%. Total Annual Average AUM for FY 2023-24 was 5.44 Lakh Crore versus 4.36 Lakh Crore for FY 2022-23. HDFC MF is one of Indias largest mutual funds in terms of total AUM with a market share of11.4% based on closing AUM. It is also one ofthe largest mutual funds in terms ofactively managed equity- oriented funds, with a market share of 12.8% based on closing AUM. The actively managed equity-oriented AUM at the close of FY 2023-24 was 3.75 Lakh Crore as against 2.32 Lakh Crore at the close of FY 2022-23, an increase of 62%. The actively managed equity-oriented annual average AUM constituted 56% of the total annual average AUM and increased by 40% to 3.04 Lakh Crore.

Your Company managed a total of 166 Lakh live accounts as on March 31, 2024, predominantly those of individual (retail) unitholders. The Individual monthly average AUM as a percent of total monthly average AUM for March 2024 was 70.8% as against 67.2% for March 2023. Your Company has established a strong and wide network of Investor Service Centres (ISCs) rendering services to its unit holders located at various locations across the country. Your Company has 254

branches as on March 31, 2024. Official Points of Acceptance for transactions ofHDFC MF also include ISCs of Computer Age Management Services Ltd. (CAMS), the Registrar and Transfer Agent of HDFC MF. These offices further strengthen the servicing network of your Company. Your Company services unitholders and over 85,000 distribution partners.

Your Company is one of the most preferred choices of individual investors, with a market share of 13.3% of the individual monthly average AUM for March 2024. Of the 4.46 Crore unique investors in mutual funds in India (as identified by PAN/PEKRN), we enjoy trust of 96 Lakh investors, a market penetration of 22%. Your Companys offering of systematic transactions further enhances its appeal to individual investors looking to invest periodically in a disciplined and risk-mitigating manner. Your Company processed 28,264 Crore through systematic transactions from April 2023 to March 2024. These monthly flows provide a strong and stable "order book", provide predictable flows, with 87% of systematic investment plans (SIPs) subscribed for a tenure of more than 5 years. Your Company also provides portfolio management and segregated account services, including discretionary, non-discretionary and advisory services, to high net worth individuals (HNIs), family offices, domestic corporates, trusts, provident funds and domestic & global institutions. As on March 31, 2024, the aggregate assets under these services were at 2,425 Crore. In our HDFC AMC Select AIF FOF-I, commitments for the period ended March 31,2024 were around 800 Crore.

Schemes Launched

Following new schemes were launched during the financial year -

1. HDFC S&P BSE 500 Index Fund

2. HDFC NIFTY Midcap 150 Index Fund

3. HDFC NIFTY Smallcap 250 Index Fund

4. HDFC Defence Fund

5. HDFC Non-Cyclical Consumer Fund

6. HDFC NIFTY 1D RATE LIQUID ETF

7. HDFC Charity Fund for Cancer Cure

8. HDFC Transportation and Logistics Fund

9. HDFC Technology Fund

10. HDFC Pharma and Healthcare Fund

11. HDFC NIFTY PSU BANK ETF

12. HDFC NIFTY200 Momentum 30 Index Fund

13. HDFC Nifty Realty Index Fund

Mergers of the following schemes were also announced:

HDFC FMP 3360D March 2014 (1) merged into HDFC Banking and PSU Debt Fund vide notice and addendum dated April 28, 2023.

Review of Subsidiary Company

Your Company has a Wholly Owned Subsidiary Company viz. HDFC AMC International (IFSC) Limited (HDFC IFSC) which was incorporated on May 27, 2022.

During the year under review, HDFC IFSC has received a Certificate of Registration from International Financial Services Centres Authority (IFSCA) for Registered Fund Management Entity - Retail category, pursuant to which it can carry out fund management, investment advisory and Portfolio Management Services (PMS) activities from Gujarat International Finance Tec-City (GIFT City).

Further, during the year under review HDFC IFSC has received an approval from IFSCA for launch of 6 funds viz. HDFC India Small Cap Fund, HDFC India Equity Savings Fund, HDFC India Flexi Cap Fund, HDFC India Balanced Advantage Fund, HDFC India Mid-Cap Opportunities Fund and HDFC India Nifty 50 Fund (the Funds) as Category III open ended Alternative Investment Funds (AIFs) under the IFSCA (Fund Management) Regulations, 2022. These Funds will be feeders into certain domestic mutual fund schemes and/ or Exchange Traded Funds (ETFs), managed by the Company in India.

HDFC IFSC is in process of completing the operational requirements for the launch of said 6 Funds, which it proposes to offer to the investors in international markets and HDFC IFSC is reaching out to prospective investors for the same.

Further, the Board at its meeting held on April 19, 2024, inter alia, approved the audited financial statements including the consolidated financial statements of the Company for the financial year ended March 31, 2024 subject to approval of members of the Company.

In accordance with the provisions of Section 136 of the Companies Act, 2013 ("the Act"), the annual report of the Company, the audited financial statements and the related information of the HDFC IFSC are placed on the website of the Company. Shareholders may download the documents referred above from the Companys website or may write to the Company for the same. Further, the said documents shall also be available for inspection by the shareholders at the registered office of the Company.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statements of HDFC IFSC in the prescribed Form AOC-1 forms part of the financial statements.

Except for the above subsidiary, your Company does not have any other subsidiary or an associate company or a joint venture company during the year under review.

Information on Promoter Companies

Change in the Holding Company and Promoter from Housing Development Finance Corporation Limited to HDFC Bank Limited

Pursuant to the composite scheme of amalgamation of: (i) HDFC Investments Limited and HDFC Holdings Limited, wholly-owned subsidiaries of Housing Development Finance Corporation Limited ("HDFC Limited") with and into HDFC Limited; and (ii) HDFC Limited with and into HDFC Bank Limited ("HDFC Bank"), HDFC Bank has become the Holding Company and Promoter of the Company with effect from July 01, 2023.

Reclassification of Abrdn Investment Management Limited From Promoter Category to Public Category

Pursuant to the receipt of approval from the the Securities and Exchange Board of India (SEBI), abrdn Investment Management Limited ("abrdn"), one of the promoters of the Company, on June 20, 2023, sold its entire stake in the Company i.e. 10.20% of the paid up capital of the Company and requested the Company to reclassify them from the "Promoter" category to "Public" category in accordance with Regulation 31A of the SEBI Listing Regulations.

Accordingly, the Company after carrying out the requisite compliance under Regulation 31A of SEBI Listing Regulations made an application to National Stock Exchange ofIndia Limited and BSE Limited (Stock Exchanges), for such reclassification. Basis the application, Stock Exchanges had on September 18, 2023 approved reclassification of abrdn from Promoter Category to Public Category.

Consequent to the above, HDFC Bank has become the sole Promoter of the Company.

Directors and Key Managerial Personnel

Non-Executive Directors

In accordance with the provisions of Section 152 of the Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Ms. Renu S. Karnad (DIN: 00008064), Non-Executive Director, is liable to retire by rotation at the upcoming Annual General Meeting (AGM) of the Company scheduled to be held on July 25, 2024 and being eligible has offered herself for re-appointment. Necessary proposals for her re-appointment has been placed for your approval at the upcoming AGM. The brief resume and other related information have been detailed in the Notice convening the AGM of your Company. Your

Directors recommend her re-appointment as Non-Executive Director of your Company.

During the year, Mr. Rushad Abadan (DIN: 08035538), NonExecutive Director of the Company, director nominated by abrdn Investment Management Limited ("abrdn"), has resigned as Director of the Company with effect from close of business hours of April 18, 2023, pursuant to withdrawal of his nomination by abrdn.

Further, during the year, Mr. Keki Mistry (DIN: 00008886), had expressed his desire not to get re-appointed and accordingly, he ceased to be a Non-Executive Director of the Company at the conclusion of the AGM held on June 26, 2023.

The Board of Directors of the Company at its meeting held on January 11, 2024, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. V. Srinivasa Rangan (DIN: 00030248) as an Additional (Non-Executive) Director (Nominee of HDFC Bank Limited) effective from January 12, 2024.

Further, as required under Regulation 17(1C) of the SEBI Listing Regulations, the Company had on March 1, 2024, obtained approval of the shareholders of the Company through Postal Ballot for appointment of Mr. V. Srinivasa Rangan as a NonExecutive Director (Nominee of HDFC Bank Limited, Promoter of the Company), liable to retire by rotation.

Managing Director and Chief Executive Officer

Pursuant to the provisions of Section 196, 197, 198, 203 of the Act read with Schedule V and other applicable provisions, if any, ofthe Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, the Board of Directors of the Company at its meeting held on June 7, 2024, based on the recommendation of the Nomination & Remuneration Committee has re-appointed Mr. Navneet Munot (DIN: 05247228) as the Managing Director & Chief Executive Officer of the Company, not liable to retire by rotation, for a period of five years effective from July 1, 2024 up to June 30, 2029, subject to approval of the shareholders.

Necessary proposal for his re-appointment including payment of remuneration has been placed for your approval at the upcoming Annual General Meeting (AGM) of the Company scheduled to be held on July 25, 2024. Your Directors recommend his reappointment as MD & CEO of your Company.

Independent Directors

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and SEBI Listing Regulations, Mr. Dhruv Kaji (DIN: 00192559),

Mr. Jairaj Purandare (DIN: 00159886), Mr. Sanjay Bhandarkar (DIN: 01260274), Mr. Parag Shah (DIN: 00374944) and Ms. Roshni Nadar Malhotra (DIN: 02346621), Independent Directors, were re-appointed at the AGM held on June 26, 2023, for a second term of 5 consecutive years, on the Board of your Company.

Mr. Dhruv Kaji, Mr. Jairaj Purandare, Mr. Sanjay Bhandarkar, Mr. Parag Shah, and Ms. Roshni Nadar Malhotra, Independent Directors, have submitted declarations stating that they meet the criteria of independence as per the provisions of the Act and SEBI Listing Regulations.

All the Independent Directors have also confirmed that in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database as prescribed under the Act. Further, in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, one Independent Director has passed the Online Proficiency SelfAssessment test conducted by Indian Institute of Corporate Affairs (IICA) and the other four Independent Directors were not required to appear for the said test as required by IICA as they fulfil the criteria stipulated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act, the Rules made thereunder and SEBI Listing Regulations 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

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, as amended, Mr. Navneet Munot, MD & CEO, Mr. Naozad Sirwalla, Chief Financial Officer and Ms. Sylvia Furtado, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024.

On June 6, 2024, Ms. Sylvia Furtado resigned as Company Secretary & Head-Legal (Key Managerial Personnel) and Compliance Officer of the Company under SEBI Listing Regulations with effect from close of business hours of July 15, 2024. The Board placed on record its appreciation for the contribution made by Ms. Furtado during her association with the Company.

Further, the Board of Directors of the Company at its meeting held on June 7, 2024, based on the recommendation of the Nomination & Remuneration Committee, has appointed Ms. Sonali Chandak as Company Secretary & Head-Legal (Key Managerial Personnel) and Compliance Officer of the Company under SEBI Listing Regulations with effect from July 16, 2024.

Number of Meetings of the Board

During the FY 2023-24, 9 (nine) meetings of the Board of Directors of your Company were held and the details of Board and Committee meetings held are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Annual Evaluation

Details on the formal annual evaluation conducted of the performance of the Board, its committees and of individual directors are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Nomination & Remuneration Policy

In terms of the requirements under the Act and SEBI Listing Regulations, your Company has in place a Nomination & Remuneration Policy, inter-alia, detailing the directors 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 & Remuneration Policy of your Company. The said Nomination & Remuneration Policy is placed on the Companys website at https://www.hdfcfund.com/about-us/ corporate- governance/code-policy.

Issue of Employee Stock Options

In line with the practice of incentivizing the employees through issue of stock options, your Company, pursuant to approval granted by the Shareholders of the Company at the AGM held on July 23, 2020, has formulated Employees Stock Option Scheme - 2020 (ESOS - 2020). During the year, the Nomination & Remuneration Committee (NRC) of Board of Directors at its meetings held on April 25, 2023 and January 10, 2024 has granted 10,50,000 and 38,800 stock options representing 10,88,800 equity shares of 5/- each to the eligible employees of your Company as determined by the NRC, under ESOS - 2020 at grant price of 1,780.90/- and 3,415.25/- per option, respectively. No employee was issued stock option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

There has been no material variation in the terms of the options granted under ESOS - 2020 and Company in compliance with

the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (ESOP Regulations).

Disclosures as required under the ESOP Regulations have been placed on the website of the Company at www.hdfcfund.com.

Further, the certificate required under Regulation 13 of the ESOP Regulations from the Secretarial Auditor of the Company that Employees Stock Option Scheme 2017 - Series I and ESOS 2020 have been implemented in accordance with the ESOP Regulations will be available at the upcoming AGM for inspection.

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee and pursuant to the provisions of the Act and ESOP Regulations has at its meeting held on June 7, 2024, approved to extend benefit and coverage of ESOS - 2020 of the Company to the eligible employees of HDFC AMC International (IFSC) Limited, a Wholly Owned Subsidiary of the Company.

Necessary proposal for the above has been placed for your approval at the upcoming AGM of the Company scheduled to be held on July 25, 2024.

Auditors and Auditors Report

Statutory Auditors

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. BSR & Co. LLP, Chartered Accountants (ICAI FRN: 101248W/W-100022) were re-appointed as the Statutory Auditors of your Company for a period of 5 continuous years i.e. from the conclusion of 23^rd AGM till the conclusion of 28^th AGM of the Company.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2024 forms part of the Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Bhandari & Associates, Company Secretaries to conduct the Secretarial Audit of your Company for the FY 2023-24. The Secretarial Audit Report is annexed herewith as Annexure I to this report.

There were no qualifications, reservations or adverse comments or disclaimer made by the aforesaid Auditors in their audit reports.

The said Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

Internal Auditors

M/s M P Chitale & Co, were appointed as an Internal Auditors of your Company for the financial year 2023-24.

Enterprise Risk Management Policy

The Policy on Enterprise Risk Management of your Company was reviewed by the Risk Management Committee and approved by the Board. This policy provides for the Risk Management Framework (RMF) to identify, assess, monitor and mitigate various business risks. This framework incorporates the checks, process and procedures to identify potential risks in the investment and operational areas of the business and minimize their impact through necessary control on your Company. The framework is designed to identify risks, assess their likelihood and impact, ensure the review of mitigation measures and requires reporting on a regular basis. The Risk Management Committee and Audit Committee of the Board of Directors at their meetings periodically reviews the functioning of the RMF.

The Company has a strong Cyber Risk Management framework wherein cyber risk and mitigation controls are monitored by Information Technology and Security Committee and Risk Management Committee of the Company. Key areas covered under the Cyber Risk Management are strong adherence to the Board approved Information and Cyber Security Policies, SEBI guidelines and ISO 27001:2013. The Company maintains robust cyber security posture to protect the confidentiality and integrity of data.

SEBI vide its Master Circular for Mutual Funds dated May 19, 2023, Chapter 4 on Risk Management Framework (RMF) for Mutual Funds, HDFC Mutual Fund has adopted a Policy of Enterprise Risk Management with effect from April 1, 2022. As part of the framework, Risk Management function has incorporated policies, procedures, roles & responsibilities of the management, the Board of the Company and the Board of HDFC Trustee Company Limited. The Board of your Company has approved the Risk Management framework, revised few policies in line with the said SEBI circular and has implemented risk measures outlined in the said circular. The terms of reference of the Risk Management Committee has been enhanced in line with requirements of the said SEBI circular as its main function is to oversee the risks associated with the business of mutual fund at the enterprise level, regulatory, compliance, operation and other functions of Company.

Adequacy of Internal Controls

Your Company has internal control systems which commensurate with the size and complexity of its operations.

The internal control systems comprise of standardised policies and procedures covering all functional areas aimed at ensuring sound management of operations, reliable financial reporting, safeguarding of assets and prevention and detection of frauds and errors. The Audit Committee of the Board of Directors, at regular intervals and in co-ordination with Internal and Statutory Auditors, review the adequacy of Internal Controls within your Company.

Further, the internal financial controls related to financial statements are found to be adequate and operating effectively and that no material weakness has been noticed during the year under review.

Corporate Social Responsibility

In terms of Section 135 of the Act, your Company has formed an Environmental, Social & Governance and Corporate Social Responsibility (ESG & CSR) Committee to inter-alia approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company. The said committee also oversee the development and implementation of the Companys ESG framework.

During the year, in view ofMr. Sanjay Bhandarkars experience in ESG domain, he was appointed as a member of the Committee and consequent to which the Committee consists Mr. Deepak S. Parekh (Chairman), Mr. Parag Shah, Mr. Sanjay Bhandarkar and Mr. Navneet Munot. The Company Secretary acts as the Secretary to the Committee.

The Company undertakes its CSR activities through a variety of effective programs. The major thrust of the CSR activities of the Company is in the areas of promoting education and health care. The Company also undertakes CSR activities in the areas of promoting sports and environment sustainability. These activities are in accordance with the Schedule VII to the Act.

The Board of Directors and the ESG & CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The annual report on CSR activities along with the executive summary for Impact Assessment Reports of the applicable projects, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is set out at Annexure II to this report.

During the year, the Company has fully spent the required amount towards CSR activities.

The composition of the ESG & CSR Committee, CSR Policy, CSR activities undertaken by the Company and the complete Impact Assessment Reports of the applicable projects are

available on the Companys website at https://www.hdfcfund. com/ about-us/corporate-profile/csr.

Particulars of contracts or arrangements with Related Parties

During the year, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI Listing Regulations and applicable Accounting Standards, which were in the ordinary course of business and on arms 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 Companys website at https://www.hdfcfund.com/about-us/ corporate-governance/code-policy.

During the year, there was no material transaction with any related parties as per the Related Party Transactions Policy of the Company or any other related party transaction entered into by the Company that requires disclosure in Form AOC-2, hence, disclosure in Form AOC-2 is not applicable to the Company.

The 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.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Act are provided in the notes to financial statements.

Deposits

During the year, your 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.

Unclaimed Dividend on Shares

As at March 31, 2024, unclaimed dividend amounting to 77,99,149/- which has not been claimed by shareholders of the Company and is lying in the respective Unpaid Dividend Accounts of the Company.

Your Company has disclosed the statement containing the names, last known addresses of those shareholders whose dividend is unpaid on the Companys website at www.hdfcfund.com.

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 31,2024 is placed on the Companys website at https://www.hdfcfund. com/about-us/financial-information/annual-reports

Vigil Mechanism / Whistle Blower Policy

Whistle Blower Policy is in place and details of the same are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Particulars Regarding Conservation of Energy, Technology Absorption and 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:

(a) Conservation of energy and technology absorption

Your 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.

(b) Foreign Exchange, earnings and expenditure during the year -

• Foreign exchange (earnings): 0.01 crore (previous year: 3.31 crore)

• Foreign exchange (expenditure): 11.68 crore (previous year: 10.06 crore)

Particulars of Employees

As on March 31, 2024, your Company has 1,509 employees and for the previous year, your Company had 1281 employees.

In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars ofthe top ten employees in terms of remuneration drawn are set out in the annexure to this report. In terms of the provisions of Section 136(1) of the Act, the Directors Report is being sent to all shareholders of the Company excluding the annexure. Any shareholder interested in obtaining a copy of the annexure may write to the Company.

Further, disclosures on managerial remuneration as required under Section 197 of the Act read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 are appended as Annexure III.

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 the MD & CEO of the Company from its Holding Company and Subsidiary Company.

• Disclosure pertaining to maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, is not applicable to your Company.

• There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

• There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

• Details of the Audit Committee of the Board of Directors including its composition are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Act

and based on the information provided by the management,

your Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgements and estimates were made so as to give a true and fair view of the state of affairs of the Company at the end of March 31,2024 and of the profit of the Company for year ended on that date;

(iii) Proper and sufficient care has been taken for 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 frauds and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis;

(v) I nternal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards

Your 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.

Prevention of Sexual Harassment Policy and its Reporting

Your Company has framed and implemented a Policy on Sexual Harassment of Women at Workplace aiming at prevention of harassment of employees which lays down the guidelines for identification, reporting and prevention of undesired behaviour. 6 (six) Internal Committees (IC) for different zones were constituted in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with women employees being a majority and an external member. The Policy, IC Members details and the penal consequences of violating the said Act/Policy are displayed at all offices/ISCs and on the intranet of the Company. Regular employee awareness sessions are conducted to generate awareness about the policy, reporting mechanism and prevention of sexual harassment at the workplace. During the year, the IC received no complaint pertaining to sexual harassment.

Significant/Material orders passed by the Regulators

There are no significant and material orders by any regulator, court, tribunal impacting the going concern status of the Company and its operations in future.

Material changes and commitments, if any, affecting the financial position of the Company from the financial year end till the date of this report

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this Report.

Acknowledgements

The Directors take this opportunity to thank its investors, shareholders, trustee company, bankers, distributors, key partners, Investor Service Centres and other service providers for their continued support. The Directors would like to convey their gratitude to HDFC Bank Limited, promoter of your Company.

The Directors acknowledge 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 wish to place on record their appreciation to employees at all levels for their dedication and commitment.

The Directors also acknowledge the faith reposed in HDFC Mutual Fund by its investors and look forward to their continued support.

On behalf of the Board of Directors

	Deepak S. Parekh
New York	Chairman
June 07, 2024	(DIN: 00009078)

CIN: L65991MH1999PLC123027 Registered Office:

"HDFC House", 2nd Floor, H. T. Parekh Marg 165 - 166, Backbay Reclamation, Churchgate Mumbai - 400 020.

Tel.: 022 - 6631 6333, Fax: 022 - 66580203