Canara Robeco IPO

Recognized brand with legacy of operations and established parentage.

Operations led by professional management team and established corporate governance standards.

Well-diversified equity products mix backed by research-driven investment process.

Pan-India multi-channel sales and distribution network.

Expanding proportion of AUM contributed by individual investors and SIP contributions.

Integrated technology-led operations with a well-established digital eco-system.

Focus on delivering sustained investment performance through a robust research-driven process.

One of our equity schemes and nine of our debt schemes have underperformed relative to their respective benchmark indices over a one calendar year ended June 30, 2025. If our investment schemes underperform, our AUM could decrease, negatively impacting our results of operations.

Our business is subject to extensive regulation, including periodic inspections by the Securities and Exchange Board of India ("SEBI"), and our non-compliance with existing regulations or SEBI`s observations could expose us to penalties and restrictions in the business that we can undertake.

Unfavourable market changes and economic downturns may result in customer withdrawals or a decrease in customer transactions, resulting in a decline in our assets under management and management fees, which could significantly and negatively influence our revenue from operations, business prospects, financial conditions, and results of operations.

The performance of our equity-oriented schemes has a significant impact on our assets under management and consequently our revenue from operations. As of June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024, and March 31, 2023, 91.17%, 92.34%, 91.69%, 91.66% and 88.43% of our quarterly average assets under management were from equity-oriented schemes. Underperformance by our equity-oriented schemes may have a disproportionate adverse impact on our business and revenue.

As of June 30, 2025 and June 30, 2024 and March 31, 2025, March 31, 2024, and March 31, 2023, 73.45%, 75.82%, 73.63%, 76.24% and 78.04% of our monthly average assets under management were generated from third-party distributors. If we are unable to maintain our existing relationship with our third-party distributors or attract new distributors, our business, competitiveness, results of operations and financial condition may be adversely impacted.

We are dependent on several key personnel, including our Key Managerial Personnel and Senior Management as well as our investment team, and the loss of or our inability to attract or retain such persons could adversely affect our business, financial condition, results of operations and cash flows.

We have licensed the trademarks "Canara" and "Robeco" from Canara Bank and Robeco Holding, respectively and the termination of the trademark license agreements could adversely impact our business and results of operations. If we are unable to transition away from these trademarks to new brand(s) within the prescribed timelines, this could prevent marketing and distribution of our schemes under these arrangements.

Growth in our revenue from operations and profitability depends on the growth in our assets under management. We may not be able to sustain our historical growth in assets under management which may impact our revenue from operations and/or profitability.

As of June 30, 2025 and June 30, 2024 and March 31, 2025, March 31, 2024 and March 31, 2023, 62.11%, 61.46%, 61.92%, 61.67%, and 64.74% of our MAAUM were generated from customers located in the Indian states/union territory of Maharashtra, Gujarat, Karnataka, Delhi, and Tamil Nadu. A decrease in our AUM from these states/union territory could adversely impact our business and revenue from operations.

Canara Robeco Mutual Fund ("CRMF") has received a show cause cum demand notice ("Notice") dated June 28, 2025 from the Department of Revenue, Goods and Services Tax, Audit-I, Commissionerate, Mumbai, alleging, amongst other things, non-payment of GST. Any adverse outcome in such proceeding could have an adverse effect on business, financial condition and results of operations of CRMF.

A settlement order in relation to certain alleged violations of the SEBI Mutual Fund Regulations has been passed against our Company, non-compliance of the terms of which (if any) may subject our Company to, among other things, further regulatory consequences.

Our assets under management could be adversely affected by a lack of suitable investment opportunities or our decision to discontinue certain schemes, which could have an adverse impact of our business, revenue from operations and profitability.

We generate a portion of our revenue from operations from offshore advisory services. In the event our agreements for providing such advisory services are terminated, our business, revenue from operations and profitability will be affected.

Our Registered Office, and all our branches and co-working spaces for sales activities are located on premises that have been leased. If we fail to renew these leases on competitive terms or if we are unable to manage our rental costs, our business and results of operations would be materially and adversely affected.

We operate in a competitive industry and our business and results of operations may be negatively affected if we are unable to compete with our competitors.

An inability to effectively identify and manage risks associated with our business and operations could have an adverse impact on our business, results of operations, brand reputation and cash flows.

We may not be able to implement our strategy at all times, which could impact our ability to achieve our growth strategy and adversely impact our business, results of operations and financial condition.

There have been delays in payment of statutory dues by our Company during Fiscal 2025. Inability to make timely payment of our statutory dues could result us into paying interest on the delay in payment of statutory dues which could adversely affect our business, results of operations and financial condition.

We procure insurance policies from third-party insurers to insure critical aspects of our business operations. An inability to maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability.

We may introduce new products for our customers, and we cannot assure you that such products will be profitable.

Failure to maintain and enhance our brand image may have a negative impact on our business and results of operations. Furthermore, we may incur significant costs in connection with our branding and marketing efforts and some marketing efforts may not be effective in attracting of retaining new customers.

The legislative and regulatory environment in which we operate is subject to change which could adversely impact our business and operational cost.

Certain of our corporate records and statutory form filings are not traceable. We cannot assure you that no legal proceedings or regulatory actions will be initiated against us in the future in relation to any such discrepancies.

There has been a delay in filing the Form FC-GPR with the RBI for a bonus issue on September 19, 2024. We may be subject to late submission fees and penalty for such non-compliance, which may adversely impact our reputation and financial condition.

Any reduction in the total expense ratio as prescribed under the SEBI regulations may impact our revenue and profitability.

As of June 30, 2025, 99.01% of our total folios were from individual customers. Concentration of our total folios among retail individual investors exposes us to risks arising from retail investor behaviour, which may have a disproportionate adverse impact on our business and revenue.

If we exceed the limits prescribed under the SEBI Mutual Fund Regulations for reimbursement of expenses to the schemes of mutual funds, our profitability may decrease and cause us to decrease marketing and other efforts.

Under the SEBI Mutual Fund Regulations, we are required to avoid conflicts of interests in managing the affairs of our schemes and give priority to the interest of our unitholders. Accordingly, any conflict arising between the interests of our shareholders and the interests of our unitholders could have an adverse effect on our business, results of operations and cash flows.

Except for K Satyanarayana Raju, Santanu Kumar Majumdar, Suhail Chander, Ravindran Menon, Nirmala Sridhar and Anuradha Shripad Nadkarni, none of our Directors currently possess experience of being on the board of any Indian listed company in India.

We have inadvertently made incorrect regulatory filings in the past. For such inadvertently filings we could be subjected to regulatory actions by SEBI in the future.

Our investment management agreement may generally be terminated by the counterparties on little or no notice, making our future client and revenue base unpredictable.

Our business and results of operations may be adversely affected by rising employee benefit expenses, which represent a significant portion of our total expenses.

Our Company will not receive any proceeds from the Offer for Sale.

Our Company, Canara Robeco Mutual Fund, Canara Bank, one of our Promoters and certain of our Directors are involved in legal proceedings. Any adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our business and results of operations.

We are required to obtain, renew or maintain certain statutory and regulatory permits and approvals required to operate our business, and if we fail to do so in a timely manner or at all, or these requirements are made more stringent, we may be unable to fully or partially operate our business, and our results of operations may be adversely affected.

We have contingent liabilities (? 33.44 million as at June 30, 2025), and our financial condition could be adversely affected if any of these contingent liabilities materialize.

We have in the past entered into related party transactions and may continue to do so in the future. We cannot assure you that we could not have achieved more favorable terms had such transactions not been entered into with related parties.

Our Promoters will have certain rights post listing of the Equity shares, subject to the approval of the Shareholders by way of special resolution passed in the first general meeting held after the date of listing of our Equity Shares on the Stock Exchanges pursuant to the Offer.

Our Statutory Auditors have included emphasis of matters in their audit report for the special purpose financials prepared for the three months ended June 30, 2025 and June 30, 2024. There can be no assurances that any similar emphasis of matters will not form part of our financials for the future fiscals/periods, which could subject us to additional liabilities due to which our reputation and financial condition may be adversely affected.

We do not have any registered trademark. We may not be able to protect trademarks, which may adversely impact our business, reputation and results of operations.

Failures in internal control system could cause operational errors which may have an adverse impact on our business, reputation and profitability.

Failures in detecting employee, and distributor misconduct could adversely impact our business and subject us to significant legal liability and reputational harm.

Our failure to comply with anti-money laundering, insider trading, anti-terrorist financing rules, regulations, circulars and guidelines applicable to us issued by regulatory and government authorities could result in criminal and regulatory fines and reputational damage.

Any disruption in our information technology systems or an inability to adapt to newer systems could adversely impact our business and operations.

Our operations are exposed to risks related to data breaches and cyberattacks. Any disruption in our information technology systems, or those of our third-party service providers may result in the loss of key information or disruption of our business processes, which could adversely affect its business, results of operations and financial condition.

We may need additional capital in the future, and we cannot assure you that we will be able to obtain such capital on acceptable terms or at all.

Our business may be adversely affected by work stoppages, increased wage demands by our employees, or increase in minimum wage, and if we are unable to engage new employees at commercially attractive terms.

We depend on the services provided by certain third-parties for our operations. Any deficiency or interruption in their services could adversely affect our business operations and reputation.

Our Promoters will continue to retain significant shareholding in our Company after the Offer, and will continue to be able to exercise significant influence and control over us.

The interests of our Promoters may cause conflicts of interest in the ordinary course of our business.

Our Promoter, Canara Bank is a listed entity and any violation of rules and regulations applicable to listed companies to our Promoter, Canara Bank may adversely impact our business, reputation, results of operation, cash flows and financial condition.

We have declared dividends during Fiscals 2025, 2024 and 2023. Our ability to pay dividends in the future will depend on our earnings, and financial condition.

The average cost of acquisition of Equity Shares by our Promoters (also the Selling Shareholders) may be less than the Offer Price.

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

The mutual fund business in India may be adversely affected by changes in the present favorable tax regime. Any adverse development in tax laws may materially and adversely affect our operations financial condition and future business prospects.

The mutual fund business in India may be adversely affected by regulatory changes, shifts in investor behaviour, or adverse market developments. Any such developments may materially and adversely affect our operations, financial condition, and future business prospects.

We may be subject to pressures to reduce our investment management fees or fees from advisory services, which could reduce our revenue and profitability.

Fluctuations in the market value of our investments could adversely affect our results of operations and financial condition.

We may engage in strategic transactions and other business combinations that are subject to risks and may adversely affect our business, results of operations and cash flows.

If we are unable to resolve investor grievances in a timely manner, our business and brand reputation may be adversely affected.

We have in this Red Herring Prospectus included certain non-generally accepted accounting principle financial measures ("Non-GAAP") and certain other industry measures related to our operations and financial performance. These Non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry in which we operate, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.

Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar and may consider them material to their assessment of our financial condition.

The Offer Price, and price-to-earnings ratio based on the Offer Price of our Company, may not be indicative of the market price of our Company on listing or thereafter.