ICICI Prudential Asset Management Co Ltd IPO

Largest asset management company in India in terms of assets managed under active mutual fund schemes and equity and equity oriented schemes.

Largest Individual Investor franchise in India in terms of mutual fund assets under management.

Diversified product portfolio across asset classes.

Pan-India, multi-channel and diversified distribution network.

Investment performance supported by comprehensive investment philosophy and risk management.

Consistent profitable growth.

Trusted brand and strong culture.

Experienced management and investment team.

Factors beyond its control such as adverse market or economic conditions could affect the company business, including by reducing the value of its assets under management, causing a decline in the company management fees from mutual fund operations, portfolio management services, alternative investment funds or fees from advisory services and thereby, adversely affect its business, results of operations, financial condition and cash flows.

If its investment products under perform, the company assets under management, including its portfolio management services assets under management, alternative investment funds assets under management and advisory assets could decline and adversely affect the company business, results of operations, financial condition and cash flows.

The company historical performance is not indicative of the company future growth and if its fail to manage the company growth or successfully implement its growth strategies, the company business, results of operations, financial condition and cash flows may be adversely affected.

Competition from existing and new market participants offering investment products could reduce its growth, market share or put downward pressure on the company fees, which in turn could has an adverse effect on its business, results of operations, financial condition and cash flows.

Its depend on the strength of brand and reputation of the company Promoters, as well as the brand and reputation of other ICICI group entities and Prudential group entities. Any harm to the reputation of ICICI group entities or Prudential group entities could adversely affect its business, results of operations, financial condition and cash flows.

The company investment management, portfolio management, investment advisory agreements and other business commitments may generally be terminated by the counter parties, making its future customer and revenues unpredictable.

Its regularly introduce new products for its investors, and there is no assurance that the company new products will be scalable or profitable in the future.

The company operate in a highly regulated industry and any breach of applicable regulations may lead to adverse action by the regulator. Further, changing laws, rules and regulations as well as legal uncertainties in India may adversely affect the company business, results of operations, financial condition and cash flows.

Its depend on the services provided by certain third parties, including distributors, for the company operations. Any deficiency or interruption in their services could adversely affect its operations and reputation.

The company face the threat of online fraud and cyber-attacks targeted at disrupting its services and/or stealing sensitive internal data or investor information. Such attacks may adversely impact its business, results of operations, financial condition and cash flows.

The company employee attrition rate was 26.2%, 25.5%, 26.0%, 31.1% and 33.0% for the six-months periods ended September 30, 2025 and September 30, 2024 and the Financial Years 2025, 2024 and 2023, respectively. its business depends substantially on the efforts of its employees, particularly, the company Key Managerial Personnel, Senior Management, and failure to attract or retain such persons could adversely affect its business, results of operations, financial condition and cash flows.

Credit risks related to its debt investments may expose it to losses, which could adversely affect the company business, results of operations, financial condition and cash flows.

its ability to sustain the company current dividend payout or pay dividends at all in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures. Failure to pay dividends in the future may lead to a negative perception of the company business among investors, which may has an adverse effect on its business, results of operations, financial condition, cash flows and the price of the Equity Shares.

Its may engage in strategic transactions and other business combinations that are subject to risks and may adversely affect the company business, results of operations, financial condition and cash flows.

Its investment activities are subject to market, liquidity and other risks and limitations in the company risk management system, and its ability to effectively identify and mitigate such risks may has an adverse effect on the company business, results of operations, financial condition and cash flows.

Impact of changes to the regulations on the total expenses ratio for the schemes introduced by the funds managed by it, could adversely affect the company business, results of operations, financial condition and cash flows and cause it to decrease marketing and other efforts on behalf of the funds.

Concentration in the company investment schemes could has an adverse effect on the company business, results of operations, financial condition and cash flows.

The company has insurance coverage may not be adequate to protect it against all potential losses, which may has an adverse effect on the company business, results of operations, financial condition and cash flows.

Certain of Its Group Companies and members of the company Promoter Group operate in a similar line of business, which may lead to competition with these entities and could potentially result in a loss of business opportunity for the Company.

There are outstanding legal proceedings involving the Company, Directors and Promoters. Failure to defend these proceedings successfully, or any further liability or appeal arising out of these legal proceedings, may has an adverse effect on the company business, results of operations, financial condition and cash flows.

As an AMC, its subject to regulations and periodic inspections applicable to such companies by regulatory authorities in India. Any observations made by the regulatory authorities during their periodic inspections and any adverse action taken by such regulatory authorities due to non-compliance with such regulations could subject it to penalties, restrictions and cancellation of the relevant license.

The growth of the company assets under management may be affected due to the unavailability of appropriate investment opportunities or if its close or discontinue some of the company schemes or services including its portfolio management services, alternative investment funds businesses and offshore advisory services. Further, the company investment performance, business, results of operations, financial condition and cash flows may be adversely affected if its unable to identify appropriate investment opportunities.

Data privacy laws, rules and regulations and the potential loss or misuse of investor data could has an adverse effect on its business, results of operations, financial condition and cash flows.

There could be instances where its prioritize the interests of its investors, which could conflict with the interests of the company shareholders.

Employee misappropriation, fraud or misconduct or failure of the company internal processes or procedures could harm it by impairing its ability to attract and retain clients and subject it to significant legal liability and reputational harm.

Delays in resolving investor grievances in a timely manner may subject it to regulatory scrutiny and adversely impact the comapny reputation.

Its may not be able to fully comply with anti-bribery, anti-money-laundering, insider trading, anti-corruption and anti-terrorism rules and regulations, which could result in criminal and regulatory fines and severe reputational damage.

Emergence of new investment options such as direct indexing and separately managed accounts may adversely affect its fee income, business, results of operations, financial condition and cash flows.

If its unable to maintain effective internal financial and operational controls, the company business and reputation could be adversely affected.

Inability of the Company or its Promoters to protect or use the respective intellectual property rights may adversely affect the company business, results of operations, financial condition, cash flows and prospects. its may be exposed to misappropriation and infringement claims by third parties, which may has an adverse effect on the company business and reputation.

Falcon Tyres Limited and Chakan Vegoils Limited has been exempted from being identified as members of the Promoter Group for the purposes of the Offer pursuant to the letter received by the Company from SEBI dated November 25, 2025 and bearing reference number SEBI/HO/CFD/RAC-DIL1/P/OW/2025/29649/.

Its may be adversely affected if one of the company Promoters, ICICI Bank Limited, ceases to be its controlling shareholder.

One of the company Promoters, certain members of its Promoter Group and some of the company Group Companies are regulated entities. Any adverse observations on any of these entities could affect the business, results of operations, financial condition and cash flows of the Company.

Failure to effectively integrate environmental, social, and governance considerations, align with emerging green finance and climate risk disclosure frameworks, or adapt to evolving regulatory expectations could adversely affect its business, regulatory standing, reputation, and assets under management.

Its require certain statutory and regulatory licenses and approvals to conduct the company business and an inability to obtain, retain or renew such licenses and approvals could has an adverse effect on the company business, financial condition, results of operations and cash flows.

Its does not own all the company offices, including its Registered Office. Any termination or failure by it to renew the lease/ leave and license agreements in an acceptable and timely manner, or at all, could adversely affect its business, results of operations, financial condition and cash flows.

Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may has an adverse effect on the Company`s business, results of operations, financial condition and cash flows.

The company has in the past entered into related party transactions and may continue to does so in the future. its cannot assure you that such transactions, individually or in the aggregate, will not has an adverse effect on its business, results of operations, financial condition and cash flows.

Any non-compliance, investigation, inquiry, under competition laws in India could expose it to significant risks and uncertainties and could has an adverse effect on the company business, results of operations, financial condition and cash flows.

This Red Herring Prospectus contains information from third parties including an industry report prepared by an independent third-party research agency, CRISIL, which the company has commissioned and paid for to confirm its understanding of the company industry exclusively in connection with the Offer and reliance on such information for making an investment decision in the Offer is subject to inherent risks.

Certain non-generally accepted accounting principle financial measures and other statistical information relating to its operations and financial performance has been included in this Red Herring Prospect it. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies.

Its Promoters are interested in the Company other than to the extent of their shareholding.

The company has unable to trace certain of its historical records. the company cannot assure you that no legal proceedings or regulatory actions will be initiated against the Company in the future in relation to the untraceable filings and corporate records, which may impact the company financial condition and reputation.

The company investments are subject to counter party and foreign exchange risks.

Its Statutory Auditors` audit reports and annexures to auditors` reports which discloses matters specified in the Companies (Auditor`s Report) Order, 2020 for the past three Financial Years has included certain observations.

Its may not be able to successfully implement the comapny growth strategies.

The company has contingent liabilities, and its financial condition could be adversely affected if any of these contingent liabilities materialize.

ICICI Bank Limited and Prudential Corporation Holdings Limited will continue to significantly influence the Company after completion of the Offer.

The Company will not receive any proceeds from the Offer. One of its Promoters, namely, Prudential Corporation Holdings Limited, will receive the proceeds from the Offer.