ICICI Prudential Asset Management Company Limited ("IPAMC") is one of the largest and most established asset management companies in India. It acts as the investment manager to the ICICI Prudential Mutual Fund. The company operates as a joint venture between ICICI Bank Limited and Prudential Corporation Holdings Limited.

Core Business Activities: The company is primarily involved in four key business verticals:

1. Mutual Funds: Managing a diverse range of mutual fund schemes.

2. Portfolio Management Services (PMS): Providing discretionary and non-discretionary portfolio management to high-net-worth individuals and institutional clients.

3. Alternative Investment Funds (AIFs): Managing funds catering to sophisticated investors across various strategies.

4. Advisory Services: Providing investment advisory services to offshore clients.

Market Position and Products:

• Market Leader: As of September 30, 2025, the company is the largest asset management company in India in terms of active mutual fund Quarterly Average Assets Under Management (QAAUM) with a market share of 13.3%. It also holds the highest market share (13.6%) in Equity and Equity-Oriented QAAUM.

• Product Portfolio: The company manages the largest number of schemes in the Indian mutual fund industry (143 schemes as of September 30, 2025). These products span multiple asset classes, including Equity and Equity-Oriented Schemes, Debt Schemes, Hybrid Schemes, Solution-Oriented Schemes, Exchange Traded Funds (ETFs), and Index Funds.

B) Revenue Streams and Financial Analysis

The company's primary income comes from management fees charged on the assets it manages. For the six-month period ended September 30, 2025, the total revenue from operations was ₹29,493.8 million.

Revenue Breakdown by Segment (Six months ended Sept 30, 2025):

1. Fees and Commission Income (92.7% of Revenue): This is the core revenue stream, derived from asset management fees. It generated ₹27,329.5 million.

• Mutual Fund Operations: The majority of fee income comes from this segment. It contributed ₹22,956.7 million (approximately 77.8% of total revenue from operations).
• AIF and PMS: Fees from these alternates businesses contributed ₹3,841.5 million.
• Advisory Services: This segment contributed ₹531.3 million.

2. Investment & Other Operating Income (7.3% of Revenue): The remaining revenue is derived from interest income, dividend income, and net gains on fair value changes of the company's own investments. This amounted to ₹2,164.3 million.

Profitability Insight: The company was the most profitable asset management company in India in terms of operating profit before tax for Financial Year 2025, holding a market share of 20.0% in industry operating profit. This high profitability is partly attributed to a favourable asset mix, as Equity and Equity-Oriented Schemes (which generally command higher fee structures than debt schemes) constitute 55.8% of their total mutual fund QAAUM.

C) Key Risk Factors

The following risks have been identified in the RHP that could impact the company's business:

1. Market and Economic Volatility: The business is highly sensitive to financial market fluctuations. Adverse market conditions can reduce the value of Assets Under Management (AUM), directly causing a decline in management fees and revenues.

2. Investment Underperformance: If the company’s investment products underperform benchmarks or competitors, it could lead to reduced inflows, increased redemptions, and a decline in AUM and advisory assets.

3. Competition: The asset management industry is intensely competitive. Existing and new market participants could reduce the company's market share or force downward pressure on fees, impacting profitability.

4. Reputational Dependence: The company relies heavily on the strength of the "ICICI" and "Prudential" brands. Any harm to the reputation of the Promoters or group entities could adversely affect investor confidence and business flows.

5. Termination of Mandates: Investment management, PMS, and advisory agreements can generally be terminated by counterparties. Specifically, the loss of the role as investment manager to ICICI Prudential Mutual Fund would critically impact the business.

6. Scalability of New Products: There is no assurance that new products regularly introduced by the company will be profitable or scalable.

7. Regulatory Risks: The industry is highly regulated. Breaches of regulations or unfavorable changes in laws can lead to penalties, restrictions, or adverse impacts on operations.

8. Third-Party Dependency: The company depends on third parties, including distributors and service providers. Deficiencies or interruptions in their services could harm operations.

9. Cybersecurity Risks: The business faces threats of online fraud and cyber-attacks, which could disrupt services or lead to the theft of sensitive investor data.

D) Objects of the Issue (Use of Proceeds)

• Type of Issue: This IPO is entirely an Offer for Sale (OFS). There is no Fresh Issue component.

• Selling Shareholder: The sale is being conducted by one of the Promoters, Prudential Corporation Holdings Limited, which is offering up to 48,972,994 Equity Shares.

• Use of Proceeds: The company will not receive any proceeds from the Offer. All proceeds (net of offer expenses) will go to the Promoter Selling Shareholder. The primary object of the offer for the company is to achieve the benefits of listing the Equity Shares on the Stock Exchange