Aditya Birla Capital Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

The Board of Directors of Aditya Birla Capital Limited ("your Company" or "the Company" or "ABCL") is pleased to present the 18^th (Eighteenth) Annual Report and the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31^st March 2025 ("financial year under review").

During the year under review, National Company Law Tribunal, Ahmedabad Bench approved the Scheme of Amalgamation of Aditya Birla Finance Limited, a wholly owned subsidiary of the Company, with the Company. As per the Scheme, the Appointed Date was 1^st April 2024. Accordingly, the details in the Board''s Report reflects the financial and operational details of the combined entity, wherever applicable.

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Standalone and Consolidated Financial Statements are detailed hereunder.

The Company''s financial performance for the financial year ended 31^st March 2025 as compared to the previous financial year ended 31^st March 2024, is summarised below:

(? Crore)
PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Continuing Operations
Revenue from Operations	15,418.68	13,361.79	40,589.98	33,940.84
Profit before share of Associate and Joint Venture Companies and Tax	3,926.80	3,782.41	4,426.04	4,211.02
Share of Profit of Associate and Joint Venture Companies	-	-	416.80	303.91
Profit / (Loss) Before Tax	3,926.80	3,782.41	4,842.84	4,514.93
Tax Expense	969.58	847.26	1,460.95	1,126.65
Profit / (Loss) After Tax	2,957.22	2,935.15	3,381.89	3,388.28
Discontinued Operations
Profit Before Tax from Discontinued Operations	-	-	36.96	67.43
Tax Expenses of Discontinued Operations	-	-	8.96	16.82
Profit After Tax from Discontinued operations	-	-	28.00	50.61
Profit After Tax from Total Operations	-	-	3,409.89	3,438.89
Profit / (Loss) after Tax from Continuing Operations Attributable to:
Owners of the Company	2,957.22	2,935.15	3,318.32	3,309.67
Non-Controlling Interests	-	-	63.57	78.61
Profit / (Loss) after Tax from Total Operations Attributable to:
Owners of the Company	2,957.22	2,935.15	3,332.32	3,334.98
Non-Controlling Interests	-	-	77.57	103.91
Other Comprehensive Income from Total Operation Attributable to:
Owners of the Company	(54.32)	(14.49)	(25.84)	20.94
Non-Controlling Interests	-	-	14.85	35.79
Total Comprehensive Income from Total Operation Attributable to:
Owners of the Company	2,902.90	2,920.66	3,306.48	3,355.92
Non-Controlling Interests	-	-	92.42	139.70
The above figures are extracted from the Standalone and Consolidated Financial Statements.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Standalone Performance (including erstwhile ABFL)

For the financial year ended 31^st March 2025, revenue of the Company was ? 15,419 Crore. The profit after tax¹ (excluding one off) of the Company grew by 15 % at ? 2,714 Crore.

Consolidated Performance

• Consolidated Segment Revenue ¹ : ? 47,369 Crore (grew 20% year on year)

• Consolidated Net Profit (excluding one off)² : ? 3,142 Crore (grew 8% year on year)

• Overall, AUM across asset management, life insurance and health insurance at over ? 5.11 Lakh Crore (grew 17% year on year)

• Overall lending book [Non-Banking Financial Company ("NBFC") and Housing Finance] at ? 1.57 lakh crore (grew 27% year on year)

• Gross premium (across Life and Health Insurance) at ? 25,579 Crore (grew 22% year on year)

The financial results of the Company and its Subsidiaries and Associate(s) are elaborated upon in the Management Discussion and Analysis Report, which forms part of this Annual Report.

ACCOUNTING METHOD

The Standalone and consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

In accordance with the provisions of the Act, applicable Accounting Standards, the SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March 2025, together with the Auditors'' Report form part of this Annual Report.

The Audited Financial Statements (including the Consolidated Financial Statements) of the Company as stated above and the Financial Statements of each of the Subsidiaries of the Company, whose financials are consolidated with that of the Company, are available on the Company''s website at https:// www.adityabirlacapital.com/Investor-Relations.

MATERIAL EVENTS DURING THE YEAR

The Company was registered with Reserve Bank of India ("RBI") bearing registration no. B.01.00555, dated 6^th July 2017 under Section 45-IA of the Reserve Bank of India Act, 1934 ("RBI Act") and Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016 as amended ("RBI Master Directions") as a Systemically Important Core Investment Company ("CIC") and was primarily a holding company, holding investments in

its subsidiaries and other group companies and carried out only such activities as were permitted under the Directions issued by RBI for CICs.

The Board of Directors of the Company, at its Meeting held on 11^th March 2024, approved the Scheme of Amalgamation of Aditya Birla Finance Limited ("ABFL"), Amalgamating Company-a wholly owned subsidiary of the Company with the Company and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder ("Scheme of Amalgamation/the Scheme").

The Scheme of Amalgamation was approved by the shareholders of the Company at the National Company Law Tribunal ("NCLT") convened meeting of the Company which was held on 7^th January 2025. Subsequently, the Hon''ble NCLT vide its Order dated 24^th March 2025, sanctioned the Scheme.

Further, upon receipt of all requisite approvals, ABFL and the Company filed the relevant e-forms with the Registrar of Companies on 1^st April 2025. Accordingly, the Scheme became effective on 1^st April 2025 ("Effective Date") and ABFL has been amalgamated with the Company from the Effective Date. As per the Scheme, the Appointed Date was 1^st April 2024.

In view of the Scheme becoming effective and as per its terms:

1. The Company is carrying on all the business activities undertaken by erstwhile ABFL as an Non-Banking Financial Company - Investment and Credit Company ("NBFC-ICC"). From the Appointed Date to the Effective Date, the said businesses were carried on by ABFL for and on behalf of and in trust for the Company.

2. All the equity shares of ABFL held by the Company stood cancelled without any further application, act or deed.

3. The holders of Non-Convertible Debentures ("NCDs") and Commercial Paper ("CPs") of ABFL became holders of NCDs and CPs of the Company on the same terms and conditions (including same rights, interests and benefits).

ABCL was earlier registered with the RBI as a NBFC - CIC and has made an application to RBI for obtaining a Certificate of Registration as an NBFC - ICC and the registration is awaited. As per the No Objection Certificate received from RBI for the Scheme, ABCL is permitted to operate as an NBFC - ICC in the interim. Post effectiveness of the Scheme, the Company is carrying on the business of lending, financing and distributing insurance, financial products etc. to retail, High Net-worth

Individuals ("HNI"), ultra HNI, Micro, Small and Medium Enterprises ("MSME") and corporate customers across India.

During the year, the Company has received the Certificate of Registration("CoR") from Association of Mutual Funds of India ("AMFI") to carry on activities as an AMFI registered Mutual Fund Advisor.

Further, the Company also obtained Corporate Agent (Composite) License on 21^st April 2025 from Insurance Regulatory and Development Authority of India ("IRDAI") for distribution of insurance products.

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES COMPANIESHolding Company

During the financial year under review, Grasim Industries Limited ("Grasim") continued to remain the Holding Company of the Company. The securities of Grasim are listed on the following exchanges:

• BSE Limited

• National Stock Exchange of India Limited

• Luxembourg Stock Exchange (Global Depositary Receipts / GDRs)

As per Regulation 16(1)(c) of SEBI Listing Regulations, the Company is considered as a Material Subsidiary of Grasim.

Subsidiaries and Associates

As on 31^st March 2025, the Company had 13 (Thirteen) Subsidiaries and 2 (two) Associate companies.

ABCL and its subsidiaries are subject to regulations by authorities such as the RBI, the Securities and Exchange Board of India ("SEBI"), the National Housing Bank ("NHB"), the Association of Mutual Funds of India ("AMFI"), the Insurance Regulatory and Development Authority of India ("IRDAI") and Pension Fund Regulatory and Development Authority ("PFRDA").

The provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to Subsidiaries were duly complied with to the extent applicable.

During the financial year under review, the major changes with respect to the Subsidiaries and Associate(s) of the Company were as under:

a) Scheme of Amalgamation between Aditya Birla Money Insurance Advisory Services Limited ("ABMIASL"), Aditya Birla Money Mart Limited ("ABMML") and Aditya Birla Capital

Technology Services Limited ("ABCTSL") with Aditya Birla Financial Shared Services Limited ("ABFSSL"), all wholly owned subsidiaries of the Company was filed with Hon''ble National Company Law Tribunal ("NCLT"), Ahmedabad Bench on 13^th December 2023. The NCLT vide its order dated 2^nd July 2024 has sanctioned the said scheme.

b) The Company has sold its entire stake of 50.002% in Aditya Birla Insurance Brokers Limited ("ABIBL") to Edme Services Private Limited, part of the Samara Capital Group and an affiliate of Samara Alternate Investment Fund on 30^th August 2024 and accordingly, ABIBL has ceased to be a Subsidiary of the Company w.e.f. 30^th August 2024.

c) Pursuant to the SEBI guidelines and in order to achieve Minimum Public Shareholding (MPS) of 25% in Aditya Birla Sun Life AMC Limited ("ABSLAMC") within three years of its listing, the Company during the year ended 31^st March 2024 had sold 1,39,94,199 Equity Shares of Aditya Birla Sun Life AMC Limited ("ABSLAMC") representing 4.86% of the issued and paid-up equity share capital of ABSLAMC. Subsequently, during the financial year ended 31^st March 2025, the Company has further sold 3,90,728 Equity Shares of ABSLAMC, representing 0.14% of the issued and paid-up equity share capital of ABSLAMC, in the open market. As on 31^st March 2025, the shareholding of the Company in ABSLAMC stands at 44.94%.

d) The Scheme of Amalgamation of ABFL (wholly owned subsidiary of the Company) with the Company was sanctioned by the Hon''ble NCLT vide its Order dated 24^th March 2025.

MATERIAL SUBSIDIARIES

As required under Regulations 16(1)(c) of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company''s website at https://www.adityabirlacapital.com/ investor-relations/policies-and-code.

For the period ended 31 ^st March 2025, Aditya Birla Sun Life Insurance Company Limited, Aditya Birla Housing Finance Limited and Aditya Birla Finance Limited are Material Subsidiaries of the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.

Post effectiveness of the Scheme of Amalgamation with effect from 1^st April 2025, since ABFL stands dissolved without being wound up, ABFL has ceased to be a Material Subsidiary of the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.

RBI REGULATIONS

The Company has complied with all the regulations of RBI to the extent applicable.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2025 an amount of ? 656.13 Crore was transferred to Special Reserve in terms of Section 45-IC of the RBI Act.

DIVIDEND

The Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, the Company has formulated and adopted a Dividend Distribution Policy. The Policy is available on the Company''s website at https://www.adityabirlacapital. com/investor-relations/policies-and-code.

SHARE CAPITAL

Post effectiveness of the Scheme of Amalgamation w.e.f. 1^st April 2025, the authorised share capital of the Company has been reclassified, altered and increased without any further act, instrument or deed, such that the authorised share capital of the Company is ? 62,80,00,00,000 (Rupees Six Thousand Two Hundred and Eighty Crore) divided into 5,28,00,00,000 (Five Hundred and Twenty Eighty Crore) equity shares of ? 10 (Rupees Ten) each and 1,00,00,00,000 (One Hundred Crore) preference shares of ? 10 (Rupees Ten) each.

As on 31^st March 2025, the Company''s paid-up Equity Share Capital was ? 26,07,01,08,220 divided into 2,60,70,10,822 Equity Shares of ?10 each.

During the financial year under review, the paid-up Equity Share Capital of the Company increased in the following manner:

Particulars	No. of shares	Amount in ?
Paid up equity share capital as on 31st March 2024	2,60,00,21,884	26,00,02,18,840
Details of Issue / Allotment of equity shares during the year
Equity Shares allotted pursuant to exercise of Stock Options, and Restricted Stock Units granted under ABCL Employee Stock Option Scheme 2017	61,37,551	6,13,75,510
Equity Shares allotted pursuant to exercise of Stock Options, Restricted Stock Units and Performance Stock Units granted under Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022 (ABCL Scheme 2022)	8,51,387	85,13,870
Paid up equity share capital as on 31st March 2025	2,60,70,10,822	26,07,01,08,220

Mr. Santosh Haldankar, Company Secretary of the Company has been appointed as the Nodal Officer and Mr. Pramod Bohra, Vice President, has been appointed as the Deputy Nodal Officer for and on behalf of the Company for the purpose of verification of claims and co-ordination with Investor Education and Protection Fund Authority pursuant to provisions of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.

Their details are available on the website of the Company at https://www.adityabirlacapital.com/investor-relations/ shareholder-centre.

DEPOSITORY

As on 31^st March 2025, out of the Company''s paid-up Equity Share Capital comprising of 2,60,70,10,822 Equity Shares of

which, 2,59,97,67,077 Equity Shares (99.72%) were held in dematerialised mode.

The Company''s Equity Shares are compulsorily tradable in electronic form. As per Regulation 40 (1) of SEBI Listing Regulations read with Master Circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7^th May 2024, requests for effecting transfer of securities are not processed unless the securities are held in the dematerialised form with the depositories.

Further, transmission or transposition of securities held in physical or dematerialised form is also effected only in dematerialised form.

Therefore, Members holding securities in physical form are requested to take necessary action to dematerialise their holdings.

RESOURCE MOBILISATIONFunding Profile and Liquidity Management

During FY 2024-25, erstwhile ABFL continued to strengthen its funding profile through a diversified mix of borrowing instruments and counterparties. Erstwhile ABFL successfully raised long-term funds aggregating to ?39,034 Crore, comprising of ?23,293 Crore from banks, ?12,005 Crore through Debentures, ? 3,228 Crore through External Commercial Borrowing ("ECB") and ? 508 Crore through Inter-Corporate Borrowing (ICB).

As on 31^st March 2025, the Company''s total outstanding debt at amortised cost stood at ?1,11,136 Crore as compared to ?92,292 Crore as on 31^st March 2024.

Issuance of Debenture in FY 2024-25

During the year, the erstwhile ABFL issued and allotted the following Non-Convertible Debentures (NCDs) on private placement basis:

• ?10,584 Crore of Secured, Rated, Listed, Redeemable NCDs;

• ?1,019 Crore of Unsecured, Rated, Listed, Redeemable Subordinated NCDs (Tier II capital);

• ? 353 Crore of Unsecured, Rated, Listed, Taxable, Redeemable Perpetual NCDs. (Tier I capital).

All NCDs are listed on the Wholesale Debt Market Segment of both the National Stock Exchange of India Limited and BSE Limited.

Additionally, the erstwhile ABFL received ?49 Crore (?1.40 Lakh each on 3,500 Debentures) as the fifth call on partly paid-up NCDs originally issued in FY 2020-21.

Further, proceeds from all debenture issuances were utilised in accordance with the stated objectives outlined in the respective issue document.

Commercial Paper in FY 2024-25

During FY 2024-25, the erstwhile ABFL issued Commercial Paper (CP) aggregating to ?29,130 crore. As on 31^st March 2025, the outstanding CP stood at ?7,445 crore.

Liquidity Management

The Company follows a proactive approach to Liquidity Risk Management, aligned with regulatory requirements and internal risk appetite. In compliance with the RBI''s guidelines effective 1^st December 2024, the Company has maintained a Liquidity Coverage Ratio (LCR) of 100% by holding High-Quality Liquid Assets (HQLA) such as Government Securities, Treasury Bills, and cash balances.

To further enhance resilience, the Company conducts regular stress testing of its cash flow positions to assess the adequacy of liquidity buffers and plan for additional bank lines.

The Company remains focused on expanding its funding base by onboarding new investors and lenders. This strategy not only strengthens market access but also enhances pricing efficiency and reduces dependency on a concentrated set of counterparties.

INVESTMENT IN SUBSIDIARIES AND ASSOCIATE(S)

During the year under review, the Company has subscribed to Equity Share Capital in the following Subsidiaries/ Associate(s):

Name of Subsidiary	Amount of capital infused (Equity Shares) (? in Cr)
Aditya Birla Housing Finance Limited	1,200
Aditya Birla Finance Limited (ABFL)*	500
Aditya Birla Capital Digital Limited	460
Aditya Birla Health Insurance Co. Limited	183.55
Aditya Birla Sun Life Insurance Company Limited	158.61
Aditya Birla Wellness Private Limited	7.14
TOTAL	2,509.30

*Post effectiveness of the Scheme of Amalgamation with effect from 1^st April 2025, ABFL stands dissolved without being wound up and ABFL ceased to be a Material Subsidiary of the Company

CREDIT RATING

Pursuant to the Scheme of Amalgamation, the debt instruments of ABFL have become the debt instruments of the Company post compliance with all regulatory requirements. Further, the ratings assigned to such debt instruments remained same post amalgamation. CRISIL Ratings Limited ("CRISIL") & India Ratings and Research Private Limited ("India Ratings") and ICRA Limited ("ICRA") have reviewed and reaffirmed the ratings (including ABFL) as stated below:

(? in Crore)
Facility	CRISIL	Rated Amount	ICRA	Rated Amount	India Rating	Rated Amount
Commercial Paper	CRISIL A1	11,900.00	ICRA A1	20,900.00	IND A1	15,000.00
Non-Convertible	CRISIL AAA Stable	81,200.00	ICRA AAA Stable	43,962.10	IND AAA Stable	30,906.60
Debentures
Subordinate Bonds	CRISIL AAA Stable	3,000.00	ICRA AAA Stable	7,805.00	IND AAA Stable	4,150.00
Market Linked Debentures	NA	NA	NA	NA	IND PP- MLD AAA Stable	1,523.30
Bank Lines	CRISIL AAA Stable	2,000.00	ICRA A1 / ICRA AAA Stable	90,000.00	IND AAA Stable	70,000.00
Perpetual Debt	CRISIL AA Stable	1,000.00	ICRA AA Stable	700.00	IND AA Stable	700.00
NCD - Public Issue	NA	NA	ICRA AAA Stable	15,000.00	IND AAA Stable	4,000.00
NCD - Unsecured	NA	NA	ICRA AAA Stable	1,500.00	NA	NA

All the above ratings indicate a high degree of safety with regard to timely payment of interest and principal. There has been no revision in any of the above credit ratings during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

Pursuant to provisions of Section 186 (11) of the Act, the Company being a Non-Banking Finance Company (NBFC) registered with the RBI and engaged in the business of giving loans, is exempted from the provisions of the said Section. Thus, the provisions of Section 186 except sub-section (1) of the Act are not applicable to the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

However, some of the steps taken by the Company along with its Subsidiaries/ Associate(s) for conservation of energy include:

• The Company and its Subsidiaries/ Associate(s) are committed to reducing negative environmental impact.

• The Company along with Subsidiaries/ Associate(s) tied up with ViaGreen, an organisation that helps in waste management and recycling.

• Most of the offices of the Company and its Subsidiaries/ Associate(s) have installed LED lights making them very energy-efficient. Rooftop solar panel has been installed at Pune, Bengaluru and Noida branch offices.

• As a step towards further reducing the environmental impact, the documents for Board and Committee meetings of the Company and its Subsidiaries/ Associate(s) are transmitted electronically using a secure web-based application, thereby saving paper.

• The energy saving measures taken also include selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities across all offices to reduce the need of employee travel, digital learning initiatives for employees, optimised usage of lights and continuous monitoring and control of the operations of the air conditioning equipment as well as elimination of non-recyclable plastic in offices.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial

year under review as well as during the previous financial year.

The foreign exchange outgo during the financial year under

review was ? 66.61 Crore as compared to ? 3.34 Crore, during

the previous financial year.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure I to this report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. Pursuant to the provisions of Regulation 36(1)(b), a letter providing the web-link, including the exact path, where the complete details of the Annual Report 2024-25 are available, is being sent to those Members who have not registered their email addresses. Also, if any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard or send an email to [email protected].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company forms part of the top 1000 listed entities on BSE and NSE as on 31^st March 2025. Accordingly, pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") of the Company for FY 2024-25 forms part of this Annual Report.

The Company had undergone an independent assurance of the BRSR for FY 2024-25. The BRSR along with the assurance statement provided by DNV Business Assurance India Private Limited (Assurance Provider) confirming reasonable assurance of Core attributes of the Business Responsibility and Sustainability Report of the Company for FY 2024-25 is also available on the Company''s website at https://www.adityabirlacapital.com/%20 investor-relations/financial-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report except as stated above under the Section "Material Events during the Year".

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

Post effectiveness of Scheme of Amalgamation of ABFL with ABCL i.e. w.e.f. 1^st April 2025, ABCL is carrying on all the businesses of erstwhile ABFL as an NBFC - ICC.

EMPLOYEE STOCK OPTION PLAN

Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022

The Company has adopted "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022" ("Scheme 2022") for the benefit of the employees of the Company and its Subsidiaries, Associates and Group companies.

Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2017 and ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017

The Company also adopted "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2017" ("Scheme 2017") for the benefit of the employees of the Company and its Subsidiaries and "ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017" ("ABCL Incentive Scheme") pursuant to the Composite Scheme of Arrangement between erstwhile Aditya Birla Nuvo Limited and Grasim Industries Limited and the Company and their respective Shareholders and Creditors.

The aforesaid schemes i.e. Scheme 2022, Scheme 2017 and ABCL Incentive Scheme are hereinafter collectively referred to as the "ESOP Schemes".

The aforesaid ESOP Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 which have been repealed and replaced by the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Pursuant to the Scheme of Amalgamation becoming effective, the allocation of equity shares of the Amalgamated Company to be issued towards the Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022 stands increased from the existing limit of 1.7% to 5% of the fully diluted paid up capital of the Company.

Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019

The Company also adopted "Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019" ("SARs Scheme 2019"), which is a cash-based plan linked to the actual stock price movement over the plan tenure.

Further details on the ESOP Schemes and the SARs Scheme 2019 are provided in the Corporate Governance Report which forms part of this Annual Report.

The details/disclosure(s) on the aforesaid ESOP Schemes as required to be disclosed under the SEBI (SBEB) Regulations are available on the Company''s website at https://www. adityabirlacapital.com/investor-relations/financial-reports.

Further, in accordance with Regulation 13 of the SEBI (Share Based Employee Benefits And Sweat Equity) Regulations, 2021, certificates issued by the Secretarial Auditors on the implementation of the ESOP Schemes will be made available via electronic mode at the ensuing 18^th (Eighteenth) Annual General Meeting ("AGM") of the Company for inspection by the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The requisite certificate from M/s. N. L. Bhatia & Associates, Practising Company Secretaries (UIN: P1996MH055800) on compliance with the requirements of Corporate Governance forms part of this Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARY AND ASSOCIATE COMPANIES

A report on the performance and financial position of each of the Company''s Subsidiary and Associate companies as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in the prescribed Form AOC-1 is attached as Annexure II to the Board''s Report.

RISK MANAGEMENT

Risk Management of the Company (including erstwhile ABFL) is at the core of our business and ensuring we have the right risk-return trade-off in line with our risk appetite is the essence of our risk management while looking to optimise the returns that go with that risk. The Company has a robust Risk Management framework which proactively addresses risks while looking to optimise the returns that go with that risk.

The Board has constituted a Risk Management Committee as required under Regulation 21 of the SEBI Listing Regulations and RBI Master Directions to frame, implement and monitor the risk management plan of the Company. The objectives and scope of the Risk Management Committee broadly include: risk identification; risk assessment; risk response & risk management strategy; and risk monitoring, communication and reporting with the objective to contain the negative impact of unmitigated risks on profitability and capital. The Company is exposed to various risks that are inherent to lending business.

Over the years, the Company have built a strong Risk Management Framework supported by well-established policies and procedures and a talented pool of Risk Professionals. The Company was able to face the unprecedented challenges faced in the previous few years and emerged stronger during these turbulent times due to some of these policies and framework.

The Company faces potential risks, which can be classified as credit risk, liquidity risk, operational risk, market risk and IT risk. Creating awareness of the risks faced by the organisation is an important way to manage risk and accordingly, the Company makes all efforts to create an environment of risk awareness at all levels.

The Company has policies and procedures in place to identify, measure, assess, monitor, and manage these risks systematically across all its lines of businesses. The Company continually upgrades necessary security measures, including cybersecurity measures, to ensure mitigation of cyber threats and risks.

Risk management in the Company is an independent function, in the context of separation of roles of credit origination (duty cast on the business functions) and evaluation and assessment (duty cast on the credit risk function) to ensure the independence of risk measurement, monitoring and control functions. This framework also enables business units at the operating level, with the use of technology, to identify opportunities to lend which fall within the risk appetite of the Company.

The various risks across the Company are monitored and reviewed through the Risk Management Committee (RMC) of the Board - the apex body for risk management and the Executive Level Committees, which meet periodically. Some of the executive level committees are the Asset Liability Management Committee (ALCO) (managing the liquidity risk and interest rate risk), Credit Committees and Investment Committees (to approve credit proposals and investment proposals), Product Approval Committee (to approve any new product being offered) Operational Risk Management Committee (to identify, measure and monitor operational risks in the business) and IT Strategy Committee (to oversee the robustness of the IT systems and policies to manage cyber threats).

Credit Committees not only approves counter-party credit exposures in line with the delegation of authority assigned by the Board of Directors but also focus on post sanction monitoring. These Committees also review the credit portfolios, non-performing loans, accounts under watch, over dues and incremental sanctions on an on-going basis.

The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and controls and also monitors compliance with observation reports of RBI, other regulators and internal & statutory auditors.

1. Credit Risk - The Company has put in place robust credit appraisal, assessment, approval frameworks in place for identification, measurement, monitoring and controlling risks. ABCL has an early warning monitoring mechanism to facilitate early identification of stress and mitigation thereof. The Company tracks all key variables of portfolio including - Key financial indicators, bounces, NPA accounts, covenants and documentation. Overall tracking happens across all credit portfolios across all segments, including monitoring of early warning signals, identifies portfolio trends and generates portfolio level MIS, covering various credit quality indicators. All key variables of portfolios get duly presented & discussed in Risk Management Committee of the Company.

2. Market Risk - Market risk is managed through a comprehensive Board-approved Investment Policy. The Company maintains an investment book of Fixed Income Instruments, mostly Corporate Bonds / PSU Bonds and is managed through the investment policy which caps exposure to various securities through stringent trading risk limits/triggers, concentration risks and Mark to Market thresholds.

3. Operational Risk - Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or external events. While ultimate responsibility for Operational Risk Management (ORM) lies with the Board, the Board has delegated this responsibility to the Risk Management Committee (RMC) of the Board. A dedicated Operational Risk Management Committee (ORMC) maintains oversight over ORM and provides periodic updates to RMC. ORMC in turn is supported by an independent ORM Function that is responsible for designing and deploying ORM framework and processes that help Business and Support functions in identification and management of risks on proactive basis, ongoing review of systems and controls through risk and control self-assessment (RCSA), timely reporting of operational loss events and near miss events and its analysis for remediation, monitoring of Key Risk Indicators (KRIs) and issue and action management on an ongoing basis. ORM Function works closely with all Businesses and Support Functions to facilitate implementation of ORM processes. Since a strong risk culture is a pre-requisite for effective ORM, ORM Function also ensures on-going ORM training and awareness.

The Company during the financial year ended 31^st March 2025, had conducted online training to enhance the awareness of operational risk.

4. Liquidity Risk - ABCL has a robust Liquidity Risk Management Framework. Efficient management of Assets

and Liabilities (ALM) is vital for sustainable growth of business for the Company. ALCO monitors the ALM position at monthly intervals and strives to proactively review the market dynamics, capturing the signals emanating from there and assessing the regulatory requirements to ensure stakeholder value creation. The ALCO also monitors the contractual repayments of liabilities and actuarial repayment of the loans and advances to arrive at the bucket level gap between inflows and outflows.

5. Fraud Risk - In alignment with RBI''s Master Directions on Fraud Risk Management (2024), the Company constituted the Special Committee of the Board for Monitoring and Follow-up of cases of Frauds (SCBMF) and Fraud Risk Management Committee (FRMC), and enhancing its Whistle Blower mechanism. A robust Early Warning System (EWS) was rolled out using external data sources and automation triggers to flag early detection of risks. Key preventive measures included integration of the Hunter platform, Screening & Sampling (S&S), and advanced analytics. A structured, time-bound investigation process ensured fair classification through Show Cause Notices, hearings, and Reasoned Orders, with frauds reported to RBI within the prescribed 14-day timeline. Staff accountability was enforced through disciplinary action and a zero-tolerance approach. Awareness and training programs, including Fraud Awareness Week 2024 and gamified modules, were conducted across the organisation to foster a vigilant and compliant fraud risk culture.

6. Information Technology and Cybersecurity Risk

Risks associated with and arising from potential adverse outcomes or disruptions stemming from technology-related factors, such as software vulnerabilities, hardware failures, cybersecurity threats, or technological changes. Technology risk can arise from internal factors (such as system resiliency gaps, change management, inadequate governance and inadequate IT workforce skillsets); or from external factors (such as cyber-threats and third-party vendor) i.e. risk of cyber-attacks on the systems through hacking, phishing, ransomware and other means, resulting in disruption of the services or theft or leak of sensitive internal data or customer information.

The Company has well defined policies, frameworks, procedures, templates, and risk assessment methodology for IT risk management. The framework enables risk assessment of IT solutions, entities providing IT and related services and new technology and digital implementation. The cyber security threat including data privacy issue gets assessed basis the framework - Identify, Prevent/Protect,

Detect, Respond and Recover. Further controls such as firewalls, anti-malware, anti-advance persistent threats, data loss prevention, Red Teaming, Intrusion prevention/ detection, digital rights management, 24*7 security operation centre, and forensics solutions, that has been put in place.

The Company ensures alignment of Business and IT Strategies to provide services and superior customer experience. Making extensive progress on some of the key initiatives that are part of our technology transformation agenda. The key initiatives are Infrastructure stability, Disaster Recovery Resiliency, Security enhancements and monitoring mechanisms. Adapting and updating Cyber Defence framework to further augment cyber defence capabilities to counter new-age threats. Increase information security awareness among employees and customers through specific programmes and communications.

Business Continuity

The Company has a well-documented Business Continuity Management Programme which has been designed to ensure continuity of critical processes during any disruption. A robust Disaster Recovery Framework has been put in place to manage business and technology interruption risk, ensure uninterrupted operations and service to customers. The Company also has a business continuity policy to have a planned response in the event of any contingency, ensuring recovery of critical activities at agreed levels within agreed timeframe, thereby complying with various regulatory requirements and minimising the potential business impact on the Company. All the business-critical processes are tested in a timely manner for Business continuity.

In view of the increased move to digital and adoption of new technologies, there was a continued focus on Cyber Security and the Company continued to invest in a strong Cyber Defence Programme.

The Risk Management teams of the Company are continuously scanning the internal and external environment to identify Risks and also to capitalise upon the opportunities presented in the environment.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arm''s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. Hence, disclosure in Form AOC-2 under Section 134(3)(h)

of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for all Related Party Transactions ("RPTs") including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm''s length in accordance with the Policy on Related Party Transactions of the Company. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the Stock Exchanges on a half-yearly basis and published on the Company''s website at https://www.adityabirlacapital.com/investor-relations/ announcements-and-updates.

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large.

The details of transactions with related parties of the Company for the financial year under review, are given in notes to the Financial Statements, which form part of this Annual Report.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board, is available on the Company''s website at https://www.adityabirlacapital.com/investor-relations/policies-and-code.

INTERNAL FINANCIAL CONTROLS

The Company and its Subsidiaries/ Associate(s) have well established internal control systems in place which are commensurate with the nature of their business and size, scale and complexity of their operations. Standard Operating Procedures (SOP) and Risk Control Matrices designed to provide a reasonable assurance and are being continuously monitored and updated.

The Company along with its Subsidiaries/ Associate(s) also periodically engage outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an effective Internal Audit Framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organisation''s Risk Management,

internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a Risk Based Internal Audit (RBIA) approach.

The Company has implemented a RBIA Programme in accordance with the requirements of RBI circular dated 3^rd February 2021. The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, Directors of the Company state that: -

i) in the preparation of the Annual Accounts for the financial year ended 31^st March 2025, the applicable Accounting Standards have been followed and there were no material departures from the same.

ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2025 and of the profit of the Company for the financial year ended on that date;

iii) the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts on a ''going concern basis'';

v) the Directors had laid down Internal Financial Controls and that such Internal Financial Controls were adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNELAppointment / Re-Appointment / Resignation of Directors

As on 31^st March 2025, the Board of Directors of the Company ("the Board") comprised of 6 (Six) Directors including 1 (One) Woman Director.

During the year under review, the following changes took place in the composition of the Board of the Company:

CESSATION

Mr. Subhash Chandra Bhargava (DIN: 00020021) completed his tenure as an Independent Director of the Company on 31^st August 2024 and consequently, he is not associated with the Company with effect from 1^st September 2024 pursuant to completion of his second term.

Further, pursuant to the Subscription Agreement executed between Jomei Investments Limited ("the Investor") and the Company, the Investors had a right to nominate a NonExecutive (Nominee) Director on Board of the Company basis their shareholding in the Company.

Consequent to the sale of shares by the Investor, the shareholding of the Investor in the Company has fallen below the prescribed threshold as per Subscription Agreement and the right of nomination of the Investor had fallen away. Pursuant thereto, Mr. Romesh Sobti (DIN: 00031034), the Non-Executive (Nominee) Director of the Company tendered his resignation from the Board of your Company with effect from 19^th June 2025.

The Board places on record its sincere appreciation for the valuable services rendered by Mr. Subhash Chandra Bhargava and Mr. Romesh Sobti during their tenure as Directors of the Company.

Appointment

Based on the recommendation of the Nomination, Remuneration and Compensation Committee of the Company, the Board of Directors at its meeting held on 31^st March 2025 had approved appointment of Mr. Nagesh Pinge (DIN: 00062900) and Mr. Sunil Srivastav (DIN: 00237561) as the Additional Directors (Independent) of the Company w.e.f. 1^st April 2025. Their appointments as Independent Directors were approved by the Members of the Company vide Postal Ballot on 20^th June 2025.

Further, based on recommendation of the Nomination, Remuneration and Compensation Committee of the Company, the Board of Directors at its meeting held on 31^st March

Key Managerial Personnel and Senior Management Personnel

Ms. Vishakha Mulye, Managing Director & Chief Executive Officer (Designate), Ms. Pinky Mehta, Chief Financial Officer (CFO) and Mr. Santosh Haldankar, Company Secretary and Compliance Officer (w.e.f. 1^st August 2024) are the Key Managerial Personnel of the Company as on 31^st March 2025 in terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Amber Gupta ceased to be the Company Secretary and Compliance Officer of the Company effective from the close of business hours on 30^th June 2024.

The details of the Senior Management Personnel are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of the Company comprises contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company provided by them, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination, Remuneration and Compensation Committee and the Board of Directors have carried out an annual performance evaluation of the Board, performance of Individual Directors, various Committees of the Board and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. Non-Executive Directors and Independent Directors demonstrate a strong understanding of the Company and its requirements. They keep themselves updated on the current areas to be discussed at the Board Meetings. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

2025 had approved the appointment of Ms. Vishakha Mulye (DIN: 00203578) as Managing Director & CEO of the Company and Mr. Rakesh Singh (DIN: 07006067) as Executive Director and Chief Executive Officer (NBFC), subject to approval of RBI and the shareholders of the Company.

Retirement by Rotation

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Mr. Sushil Agarwal (DIN: 00060017), Non-Executive & Non-Independent Director retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM) of the Company.

The Nomination, Remuneration and Compensation Committee of the Company and the Board of Directors have recommended the re-appointment of Mr. Sushil Agarwal to the shareholders at the ensuing Annual General Meeting. The information required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations in case of re-appointment of Mr. Sushil Agarwal is provided in the Notice of the ensuing AGM.

Declaration by Independent Directors

All Independent Directors have submitted their declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board has assessed the veracity of the confirmations submitted by the Independent Directors, as required under Regulation 25(9) of the SEBI Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity.

All Independent Directors of the Company have registered their name within the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Fit and Proper Criteria

All the Directors meet the fit and proper criteria stipulated under the RBI Master Directions, as amended.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 7 (Seven) times on 13^th May 2024, 1^st August 2024, 30^th October 2024, 16^th December 2024, 3^rd February 2025, 27^th March 2025 and 31^st March 2025.

Further details on the Board, its meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

The Company has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and RBI Master Directions.

During the financial year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of the Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of the Company.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

Nomination, Remuneration and Compensation Committee

The Company has constituted a Nomination, Remuneration and Compensation Committee ("NRC"), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and directions/ guidelines/ framework issued by RBI.

Further details on the NRC, its meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Executive Remuneration Philosophy/Policy of the Company is attached as Annexure III to the Board''s Report and the same is uploaded on the website of the Company at https://www. aditvabirlacapital.com/investor-relations/policies-and-code.

Other Committees

The Board of Directors has also constituted the following Committees:

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• IT Strategy Committee

• Asset Liability Management Committee.

• Asset Monetisation Committee. (since discontinued)

Further, in view of the amalgamation, the Board of Directors at their meeting held on 31^st March 2025 have constituted following new committees:

• Review Committee - Treatment of Wilful Defaulters

• Customer Service Committee

• Special Committee of the Board for Monitoring and Follow-up of cases of Fraud

More information on all of the above Committees including details of their Meetings, if any, their composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act, the Annual Return in Form MGT-7 of the Company for the financial year 2024-25 is available on the Company''s website at https://www.adityabirlacapital.com/investor-relations/ financial-reports.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Hon''ble Courts or Tribunals which would impact the going concern status and Company''s operations in future.

AUDITORS

Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, SEBI (Listing Regulations) and Circular No. RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated 27^th April 2021 issued by RBI on Guidelines for appointment of Statutory Auditors ("RBI Circular") as amended, M/s M. M. Nissim & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 107122W/W100672) were appointed as Statutory Auditors of the Company for a term of 3 (Three) continuous years from the conclusion of 17^th (Seventeenth) AGM till the conclusion of 20^th (Twentieth) AGM of the Company.

of the 21^st Annual General Meeting of the Company, at the ensuing Annual General Meeting scheduled on 14^th August 2025. If approved, they will hold office as Joint Statutory Auditor from the conclusion of the 18^th Annual General Meeting till the conclusion of the 21^st Annual General Meeting.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s N L Bhatia & Associates, Practicing Company Secretaries (Firm Registration No. : P1996MH055800) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 to FY 2029-30, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s N L Bhatia & Associates, Practicing Company Secretaries, are separately disclosed in the Notice of ensuing AGM.

M/s N L Bhatia & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s N L Bhatia & Associates, Practicing Company Secretaries, is attached as Annexure IV to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year under review was submitted to the Stock Exchanges and uploaded on the website of the Company at https://www.adityabirlacapital. com/investor-relations/announcements-and-updates.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Reporting of Frauds by Auditors

During the year under review, none of the Auditors of your Company, i.e., the Statutory Auditors and Secretarial Auditors have reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act.

M/s M. M. Nissim & Co. LLP, Chartered Accountants have confirmed that they are not disqualified to act as Statutory Auditors of the Company, and they comply with the eligibility criteria/requirements specified under Section 141(3) of the Companies Act and the RBI Circulars for FY 2024-25.

The observation(s) made in the Auditor''s Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Appointment of Joint Statutory Auditor

The RBI Circular No. RBI/2021-22/25 Ref. No. DoS. CD.ARG/ SEC.01/08.91.001/2021-22 dated 27^th April 2021 issued by RBI on Guidelines for appointment of Statutory Auditors provides that Non-Banking Financial Companies with asset size of ?15,000 Crore and above, as at the end of previous year, the statutory audit is required to be conducted under joint audit of a minimum of two audit firms.

Further, the Hon''ble National Company Law Tribunal, Ahmedabad Bench vide its order dated 24^th March 2025 has approved the Scheme of Amalgamation of ABFL with the Company and their respective shareholders and creditors. The said scheme has become effective from 1^st April 2025 with the appointed date being 1^st April 2024.

Consequently, due to the said amalgamation, the asset size of the Company has exceeded ? 15,000 Crore post effectiveness of the Scheme. Therefore, the Statutory Audit of the Company for the Financial Year 2025-26 and onwards is required to be conducted under the joint audit, by a minimum of two Joint Statutory Auditors.

In order to comply with the requirements of the RBI Guidelines, the Board of Directors of the Company ("the Board") , based on the recommendation of the Audit Committee (the "Committee") on 2^nd July 2025, has recommended for the approval of the Members, the appointment of M/s. KKC & Associates LLP, Chartered Accountants (Firm Registration No. 105146W/ W100621) ("KKC" or "Firm") as the Joint Statutory Auditors of the Company for a term of 3 (Three) continuous years from the conclusion of the 18^th Annual General Meeting till the conclusion of the 21^st Annual General Meeting of the Company. Profile and other details of the proposed joint statutory auditors forms part of the AGM notice.

In light of the above and pursuant to the provisions of Section 139(1) of the Act, the approval of the members of the Company is being sought for the appointment of KKC as joint statutory auditors for a term of 3(Three) continuous years from the conclusion of the 18^th Annual General Meeting till the conclusion

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR") Committee.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the Company''s website at https://www.adityabirlacapital.com/ investor-relations/policies-and-code.

As a part of its initiatives under CSR, the Company has undertaken a project which is focused to provide support to orphanages. The project is also in line with the statutory requirements under the Companies Act, 2013 and its CSR Policy. During the year under review, the Company has spent /contributed ? 34.76 Lakhs (including administrative overheads) towards CSR projects as on 31^st March 2025. The details of the CSR projects are available on the Company''s website at https://adityabirlacapital.com.

Further, as a part of its initiatives under CSR, the erstwhile ABFL has undertaken projects in the areas of Health Care, Education, Livelihood, Financial Inclusion and Promotion of Sports. The projects are also in line with the statutory requirements under the Companies Act, 2013 and its CSR Policy. During the year under review, the erstwhile ABFL has spent /contributed ? 41.81 Crore (including administrative overheads) towards CSR projects. The unspent amount of 99.99 Lakh for FY 2024-25 pertaining to ongoing projects was transferred to a separate Unspent CSR account on 30^th April 2025 within the applicable timeline.

Further details on the CSR (including details of erstwhile ABFL) are provided in the Corporate Governance Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a Whistle blower policy/ vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, no complaints were received under the Whistle Blower Policy by the Company and 5 (five) complaints were received under the Whistle Blower Policy by erstwhile ABFL and the same were duly addressed.

The said policy is available on the Company''s website at https:// www.aditvabirlacapital.com/investor-relations/policies-and-code.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment of women employees. The Company has complied with the provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2023. Further, during the financial year under review, 4 (four) complaints were received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 by erstwhile ABFL and the same were duly addressed.

The Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Human Resources

The Company, together with its subsidiaries and associates, is steadfast in its commitment to fostering an organisation and workplace that attracts, retains and nurtures exceptional talent. Our vision to emerge as a leader and role model within the integrated financial services industry, underpinned by a purpose-driven culture, provide our employees with meaningful and impactful work. We firmly believe that the true essence of meaningful work is cultivated when employees align with the organisation''s overarching mission, engage with leadership, and experience a profound sense of belonging.

Our strategic focus remains on creating an inclusive and diverse work environment that not only embraces differences but also fosters positive relationships. We are dedicated to providing challenging opportunities and merit-based pathways for growth, enabling employees to shape fulfilling careers in accordance with their individual aspirations.

As on 31^st March 2025, the employee strength of ABCL (standalone) was 24, and in conjunction with its subsidiaries and associates, the total workforce comprised over 60,187. The employee demographic is predominantly composed of Gen Y and Gen Z, accounting for over 84% of the total workforce, with women representing 33%.

Pursuant to the merger between ABCL and ABFL, the employee strength of ABCL (merged entity) as on 1^st April 2025 was 6,966.

Building Capabilities, Enabling Success

We are resolute in our aim to develop organisational capabilities that ensure sustained success of ABCL and its subsidiaries in a highly competitive marketplace. This is achieved by igniting a sense of purpose, fostering meaningful connections and cultivating a robust sense of belonging within the organisation. Our emphasis is on promoting an inclusive and diverse culture that nurtures collaborative relationships, encourages the breaking of boundaries and provides unparalleled, meritocratic opportunities for growth and development for all employees.

Talent Management & Succession Planning

Our talent management strategy is carefully crafted to build a resilient and future-ready talent pool while fortifying our leadership succession pipeline. We prioritise the identification and development of high-potential, high-performing individuals through comprehensive, forward-thinking development programs. The ultimate objective is to cultivate leaders who are not only driven by a commitment to customer value but also demonstrate excellence in execution. Furthermore, we place a strong emphasis on equipping our workforce with skills that are critical for the future, particularly in Digital, Technology, Risk, and Analytics, through various strategic initiatives and global partnerships.

Employee Wellness and Engagement

We are dedicated in our commitment to maintaining a vibrant, engaging and supportive environment that prioritises the well-being of our employees. This commitment is reflective of our progressive corporate culture, which actively encourages connection and camaraderie through various events, town halls, leadership sessions and milestone celebrations. These initiatives ensure that employees feel recognised, valued, deeply engaged, enhancing morale, productivity and overall motivation.

Employee wellness forms the cornerstone of our organisational philosophy. We adopt a holistic approach to well-being that addresses the Physical, Emotional, Financial, Intellectual and Social dimensions of our employees lives. Our comprehensive wellness programs, which include health coaching and tailored wellness solutions, exemplify our dedication to creating a healthier, more satisfying work environment.

Learning and Development

Our commitment to continuous learning and professional development ensures that our employees are equipped with the requisite skills and knowledge to excel in their roles. Through our AI-enabled learning tools and the Gyanodaya Virtual Campus

(GVC), employees have access to an extensive suite of courses, videos, webinars, facilitating flexible and self-paced learning. These platforms offer a wealth of resources across various disciplines, including sustainability, regulatory compliance and functional training.

The AB Capital app further supports our frontline sales teams by providing essential training on induction, products, processes and compliance. Additionally, we focus on building leadership capabilities among frontline managers, offering multi-product training that enhances cross-selling and up-selling skills. These learning modules are seamlessly integrated into our onboarding processes, ensuring that all employees have access to continuous opportunities for growth and development.

SUSTAINABILITY

At Aditya Birla Capital Limited (ABCL), sustainability is deeply ingrained in our corporate identity and strategic vision. We are aligned with the Aditya Birla Group''s overarching focus on accelerating sustainability to drive our collective Sustainability 2.0 journey. This commitment enables us to foster sustainable growth and inclusive development by leveraging our resources, expertise and influence.

Financial inclusion remains a core priority across our subsidiaries, where our lending business supports SMEs and supply chain finance for small vendors. Furthermore, we financed renewable energy projects worth ?6119 Crore in FY25, contributing to a cumulative capacity of 3026 MW.

In alignment with our commitment to affordable housing, Aditya Birla Housing Finance Limited (ABHFL) provides tailored housing loans to both salaried and self-employed individuals. Additionally, to enhance our presence in rural markets, we expanded the issuance of rural life insurance policies during FY25 and we broadened the coverage of our rural health insurance products.

Aditya Birla Sun Life AMC Limited, an associate company has introduced an ESG-focused equity fund. To extend financial services to underserved populations, we have launched Micro SIPs, which enable retail investors to participate with smaller investment amounts, thereby removing significant entry barriers.

In our continued efforts to reduce environmental impact, we have installed solar panels with a total capacity of 340 kW at selected branches and have commenced green power purchases at our corporate office. Our collaboration with PadCare Labs through the ''PadCareX'' initiative led to the recycling of 51,891 sanitary pads in FY25, conserving 2,776 kg of carbon equivalent and saving 25,946 litres of landfill space. We also recycled approximately 24,366 kg of dry waste, effectively preventing 70.83 MTCO₂ emissions.

Our approach to Environmental, Social and Governance (ESG) integration is spearheaded by the Risk Management Committee, which collaborates with business and function heads to ensure compliance with all relevant ESG regulations and standards. We remain steadfast in upholding robust corporate governance through transparent and fair disclosures.

For a comprehensive overview of our sustainability initiatives and performance, please refer to our Sustainability Report, available on our website at https://www.adityabirlacapital.com/ investor-relations/sustainability-reports.

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India ("ICSI") on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has a Board approved Code of Conduct to regulate, monitor and report trading by Insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

Further details on the same are covered in the Corporate Governance Report, which forms part of this Annual Report.

AWARDS AND RECOGNITIONS

During the financial year under review, the Company and its Subsidiaries and Associate(s) have been felicitated with awards and recognitions across various functional areas which has been elaborated under Awards and Recognitions section in this Annual Report.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review:

i) there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme except under Employee Stock Option Scheme referred to in this Report.

ii) there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii) there was no issue of shares with differential rights.

iv) there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

v) there was no failure to implement any Corporate Action.

vi) there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 8(5)(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

ACKNOWLEDGEMENTS

The Board takes this opportunity to express its appreciation for the support and co-operation extended by our various partners and other business associates. The Board gratefully acknowledges the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Board also acknowledges the support and contribution of Company''s Bankers, Stock Exchanges, Registrar of Companies, Depositories, Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, Central and State Governments and other regulatory bodies and the shareholders who have always supported and helped the Company to achieve our objectives.

The Board places on record its appreciation for the exemplary contribution made by the employees of the Company and its Subsidiaries and Associate(s) at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company''s and its Subsidiaries and Associate(s) growth.

---

Mar 31, 2024

The Board of Directors of Aditya Birla Capital Limited ("your Company" or "the Company" or "ABCL") is pleased to present the 17^th (Seventeenth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year ended 31^st March 2024 ("financial year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company''s financial performance for the financial year ended 31^st March 2024 as compared to the previous financial year ended 31^st March 2023 is summarised below:

('' Crore)

PARTICULARS	CONSOLIDATED		STANDALONE
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	34,505.54	27,415.65	859.57	218.56
Profit before share of Associate and Joint Venture Companies and Tax	4,278.45	5,362.66	795.34	184.20
Share of Profit of Associate and Joint Venture Companies	303.91	272.57	-	-
Profit / (Loss) Before Tax	4,582.36	5,635.23	795.34	184.20
Tax Expense	1,143.47	811.16	81.06	42.91
Profit / (Loss) After Tax	3,438.89	4,824.07	714.28	141.29
Profit / (Loss) After Tax Attributable to:
Owners of the Company	3,334.98	4,795.77	714.28	141.29
Non-Controlling Interests	103.91	28.30	-	-
Other Comprehensive Income Attributable to:
Owners of the Company	20.94	(40.44)	(0.13)	(0.40)
Non-Controlling Interests	35.79	(61.85)	-	-
Total Comprehensive Income Attributable to:
Owners of the Company	3,355.92	4,755.53	714.15	140.89
Non-Controlling Interests	139.70	(33.55)	-	-
Profit / (Loss) attributable to Owners of the Company	3,334.98	4,795.77	714.28	141.29

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards ("IND AS") as notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

Standalone Performance

For the financial year ended 31^st March 2024, on a Standalone basis revenue of the Company was ? 859.57 Crore and Net Worth was ? 13,938.58 Crore. The profit after tax of the Company was ? 714.28 Crore.

Consolidated Performance

• Consolidated Segment Revenue^{1, 2}: ? 39,050 Crore (grew 30% year on year)

• Consolidated Net Profit^{2, 3}: 2,902 Crore (grew 41% year on year)

• Overall, AUM across Asset Management, Life Insurance and Health Insurance at over ? 4.36 Lakh Crore (grew 21% year on year)

• Overall lending book [Non-Banking Financial Company ("NBFC") and Housing Finance] at ? 1.24 Lakh Crore (grew 31% year on year)

• Gross premium (across Life and Health Insurance) at ? 20,961 Crore (grew 18% year on year)

The financial results of the Company and its Subsidiaries,

Joint Ventures and Associate(s) are elaborated upon in the

Management Discussion and Analysis Report, which forms part

of this Annual Report.

1. This is Consolidated segment revenue; for Ind AS statutory reporting purpose Asset management, wellness business and health insurance (from October 21,2022) are not consolidated and included under equity accounting

2. Excluding gain on sale of shares in Aditya Birla Sun Life AMC Limited through Offer For Sale in Financial Year 2023-24

3. Excluding fair value gain on conversion of Aditya Birla Health Insurance Co. Limited from Subsidiary to Joint Venture in Financial Year 2022-23

ACCOUNTING METHOD

The Consolidated and Standalone Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

In accordance with the provisions of the Act, applicable Accounting Standards, the SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March 2024, together with the Auditors'' Report form part of this Annual Report.

The Audited Financial Statements (including the Consolidated Financial Statements) of the Company as stated above and the Financial Statements of each of the Subsidiaries of the Company, whose financials are consolidated with that of the Company, are available on the Company''s website at https:// www.adityabirlacapital.com/Investor-RRlations.

MATERIAL EVENTS DURING THE YEAR

a) The Company had issued Equity Share Capital through Preferential Issuance of 7,57,11,688 equity shares of face value ? 10/- each at a price of ?165.10 per equity share (including share premium of ?155.10 per equity share), to its Promoter and a member of Promoter Group on 26^th June 2023 and through, Qualified Institutional Placement (QIP) of 10,00,00,000 equity shares of face value ? 10/- each at a price of ?175.00 per equity share (including share premium of ?165.00 per equity share), to Qualified Institutional Buyers on 30^th June 2023, both aggregating to ? 3,000 Crore.

b) The Board of Directors of the Company, at its Meeting held on 11^th March 2024, approved the Scheme of Amalgamation of Aditya Birla Finance Limited ("Amalgamating Company") (a wholly owned subsidiary of the Company) with the Company and their respective Shareholders and Creditors under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder ("Scheme"). The Scheme inter-alia provides for the amalgamation of the Amalgamating Company with the Company, and dissolution of the Amalgamating Company without winding up. The Scheme is subject to the sanction of National Company Law Tribunal ("NCLT"), Ahmedabad Bench and receipt of necessary approvals from the Reserve Bank of India, Stock Exchanges and Securities and Exchange Board of India, shareholders / creditors, as may be directed by the NCLT and such other regulatory / statutory authorities, as may be required.

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES COMPANIES

Holding Company

During the financial year under review, Grasim Industries Limited continued to remain the Holding Company of the Company. Grasim Industries Limited is listed at BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). As per Regulation 16(1)(c) of SEBI Listing Regulations, the Company is considered as a Material Subsidiary of Grasim Industries Limited.

Subsidiaries and Associates

As a Core Investment Company, the Company is primarily a Holding Company and holds investments in its group companies (Subsidiaries, Joint Ventures and Associates).

As on 31^st March 2024, the Company had 17 (Seventeen) Subsidiaries and 2 (Two) Associate companies.

Provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to Subsidiaries were duly complied to the extent applicable.

During the financial year under review, the major changes with respect to the Subsidiaries and Associate(s) of the Company were as under:

a) Scheme of Amalgamation between Aditya Birla Money Insurance Advisory Services Limited ("ABMIASL"), Aditya Birla Money Mart Limited ("ABMML") and Aditya Birla Capital Technology Services Limited ("ABCTSL") with Aditya Birla Financial Shared Services Limited ("ABFSSL"), all wholly owned subsidiaries of the Company was filed with Hon''ble National Company Law Tribunal ("NCLT"), Ahmedabad Bench on 13^th December 2023 and the approval from Hon''ble NCLT is awaited.

b) Aditya Birla Sun Life AMC Limited ("ABSLAMC") has become an Associate Company of the Company w.e.f. 24^th August 2023 due to dilution of the Company''s shareholding to less than 50% in ABSLAMC.

c) Following the dilution of the Company''s shareholding in ABSLAMC to less than 50%, ABSLAMC is no longer qualified as a subsidiary of the Company. Consequently, the five foreign subsidiaries of ABSLAMC has also ceased to be subsidiaries of the Company, as ABSLAMC itself transition into an Associate Company.

d) Further, the Company sold 1,39,94,199 equity shares of Aditya Birla Sun Life AMC Limited ("ABSLAMC") representing

4.86% of the issued and paid-up Equity Share Capital of the ABSLAMC, by way of an offer for sale through Stock Exchange mechanism, in order to achieve minimum public shareholding of the ABSLAMC, as required under the applicable laws. The offer for sale was completed on 20^th March 2024. Post completion of offer for sale, the shareholding of the Company in ABSLAMC was reduced to 45.14%.

MATERIAL SUBSIDIARIES

As required under Regulations 16(1)(c) of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company''s website at https://www.adityabirlacapital.com/ investor-relations/policies-and-code.

Aditya Birla Sun Life Insurance Company Limited, Aditya Birla Housing Finance Limited and Aditya Birla Finance Limited are Material Subsidiaries (Debt Listed) of the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.

With effect from 24^th August 2023, Aditya Birla Sun Life AMC Limited has ceased to be a Material Subsidiary of the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.

REGISTRATION AS A CORE INVESTMENT COMPANY ("CIC")⁴

The Company is registered as a Non-Deposit taking Systemically Important - Core Investment Company ("CIC- ND-SI") pursuant to the receipt of Certificate of Registration from the Reserve

Bank of India ("RBI") bearing registration no. B.01.00555, dated 6^th July 2017 under Section 45-IA of the Reserve Bank of India Act, 1934 ("RBI Act") and Master Direction - Core Investment Companies (Reserve Bank) Directions 2016 as amended ("RBI Master Directions"). The Company is classified as Middle Layer NBFC in terms of Scale Based Regulation ("SBR"), a Revised Regulatory Framework for NBFCs'' issued by RBI vide its Circular No. RBI/2021-22/112 Ref. DOR.CRE. REC.No.60/03.10.001/2021-22 dated 22^nd October 2021 ("SBR Framework"), which came into effect from 1^st October 2022.

RBI REGULATIONS

The Company has complied with all the regulations of RBI to the extent applicable as a CIC-ND-SI and as Middle Layer NBFC under the SBR Framework.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2024 an amount of ? 142.86 Crore was transferred to Special Reserve in terms of Section 45-IC of the RBI Act.

DIVIDEND

The Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, the Company has formulated and adopted a Dividend Distribution Policy. The policy is available on the Company''s website at https://www.adityabirlacapital. com/investor-relations/policies-and-code.

SHARE CAPITAL

As on 31^st March 2024, the Company''s paid-up Equity Share Capital was ? 26,00,02,18,840 divided into 2,60,00,21,884 Equity Shares of ? 10 each.

During the financial year under review, the paid-up Equity Share Capital of the Company increased in the following manner:

Particulars	No. of shares	Amount in ? (Face value of ? 10 each)
Paid up Equity Share Capital as on 31st March 2023	2,41,79,94,042	24,17,99,40,420
Details of Issue / Allotment of Equity Shares during the year
Equity Shares issued through Qualified Institutional Placement	10,00,00,000	1,00,00,00,000
Equity Shares issued through Preferential issue	7,57,11,688	75,71,16,880
Equity Shares allotted pursuant to exercise of Stock Options, granted under ABCL Employee Stock Option Scheme 2017	63,16,154	6,31,61,540
Paid up Equity Share Capital as on 31st March 2024	2,60,00,21,884	26,00,02,18,840

4. Statutory Disclaimer: Please note that RBI does not accept any responsibility or guarantee of the present position as to the financial soundness of the Company or the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/ discharge of liabilities by the Company, if any.

Mr. Amber Gupta, Company Secretary and Compliance Officer of the Company has been appointed as the Nodal Officer and Mr. Pramod Bohra, Vice President, has been appointed as the Deputy Nodal Officer for and on behalf of the Company for the purpose of verification of claims and co-ordination with Investor Education and Protection Fund Authority.

Their details are available on the website of the Company at https://www.adityahirlacapital.com/investor-rRlations/ shareholder-centre.

DEPOSITORY

As on 31^st March 2024, out of the Company''s paid-up Equity Share Capital comprising of 2,60,00,21,884 Equity Shares, 2,57,40,44,070 Equity Shares (99.00%) were held in dematerialised mode.

The Company''s Equity Shares are compulsorily tradable in electronic form.

RESOURCE MOBILISATION

During the financial year under review, no funds have been mobilised by way of Non-Convertible Debentures ("NCD") or Term Loans / Working Capital Demand Loan ("WCDL") from banks or through Commercial Paper. The Company is a debt free Company.

INVESTMENT IN SUBSIDIARIES AND ASSOCIATE(S)

During the year under review, the Company subscribed to Equity Share Capital of the following Subsidiaries:

Name of Subsidiary	Amount of capital infused (Equity Shares) (? Crore)
Aditya Birla Finance Limited	1,600.00
Aditya Birla Sun Life Insurance Company Limited	178.50
Aditya Birla Capital Digital Limited	228.00

Further, details of investment in Subsidiaries and Associates are stated in the notes to the Financial Statements forming part of this Annual Report.

CREDIT RATING

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the financial year under review.

However, the Company continues to avail the below ratings from Credit Rating agencies to meet any unforeseen fund requirements through any of the following instruments:

Sr. No.	Nature of Instrument	Name of Instrument	Name of Credit Rating Agency	Amount Rated (? Crore)	Current Rating
1	Short Term Instrument	Commercial Paper	CRISIL	900	A1
2	Short Term Instrument	Commercial Paper	ICRA Ltd.	900	A1
3	Long Term Instrument	Non-Convertible Debenture	ICRA Ltd.	200	AAA

PUBLIC DEPOSITS

The Company, being a CIC-ND-SI, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The Company is registered as a Core Investment Company with RBI. Thus, particulars of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are not applicable to the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is a Core Investment Company investing in Subsidiaries and Associate(s), the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

However, some of the steps taken by the Company along with its Subsidiaries/ Associate(s) for conservation of energy include:

• The Company and its Subsidiaries/ Associate(s) are committed to reducing negative environmental impact.

• The Company along with Subsidiaries/ Associate(s) tied up with ViaGreen, an organisation that helps us in waste management and recycling.

• Most of the offices of the Company and its Subsidiaries/ Associate(s) have installed LED lights making them very energy-efficient. Rooftop solar panel has been installed at Pune, Bengaluru and Noida branch offices.

• As a step towards further reducing the environmental impact, the documents for Board and Committee meetings of the Company and its Subsidiaries/ Associate(s) are transmitted electronically using a secure web-based application, thereby saving paper.

• The energy saving measures taken also include selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities across all offices to reduce the need of employee travel, digital learning initiatives for employees, optimised usage of lights and continuous monitoring and control of the operations of the air conditioning equipment as well as elimination of nonrecyclable plastic in offices.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial year under review as well as during the previous financial year. The foreign exchange outgo during the financial year under review was ? 3.34 Crore as compared to ? 0.52 Crore, during the previous financial year.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure I to this report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard or send an email to [email protected].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company forms part of the top 1000 listed entities on BSE and NSE as on 31^st March 2024. Accordingly, pursuant to Regulation 34(2) of SEBI Listing Regulations, Business

Responsibility and Sustainability Report ("BRSR") of the Company for FY 2023-24 forms part of this Annual Report.

The Company has also voluntarily undergone an independent assurance of the BRSR for FY 2023-24. The BRSR along with the assurance statement provided by DNV Business Assurance India Private Limited (Assurance Provider) confirming reasonable assurance of Core attributes of the Business Responsibility and Sustainability Report of the Company for FY 2023-24 is also available on the Company''s website at https://www. adityabirlacapital.com/%20investor-relations/financial-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

EMPLOYEE STOCK OPTION PLAN

Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022

The Company has adopted "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022" ("Scheme 2022") for the benefit of the employees of the Company and its Subsidiaries, Associates and Group companies.

Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 20l7 and ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017.

The Company also adopted "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2017" ("Scheme 2017") for the benefit of the employees of the Company and its Subsidiaries and "ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017" ("ABCL Incentive Scheme") pursuant to the Composite Scheme of Arrangement between erstwhile Aditya Birla Nuvo Limited and Grasim Industries Limited and the Company and their respective Shareholders and Creditors.

Scheme 2022, Scheme 2017 and ABCL Incentive Scheme are hereinafter collectively referred to as the "ESOP Schemes".

The aforesaid ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (collectively referred to as "SEBI (SBEB) Regulations"), as applicable.

Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019

The Company also adopted "Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019" ("SARs Scheme 2019"), which is a cash-based plan linked to the actual stock price movement over the plan tenure.

Further, details on the ESOP Schemes and the SARs Scheme 2019 are provided in the Corporate Governance Report which forms part of this Annual Report.

There were no material changes made to the aforesaid schemes during the financial year under review.

The details/disclosure(s) on the aforesaid ESOP Schemes as required to be disclosed under the SEBI (SBEB) Regulations are available on the Company''s website at https://www. adityabirlacapital.com/invRstor-rRlations/financial-reports.

Certificates from the Secretarial Auditors on the implementation of the ESOP Schemes will be made available via electronic mode at the ensuing 17^th (Seventeenth) Annual General Meeting ("AGM") of the Company for inspection by the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The requisite certificate from M/s. N L Bhatia & Associates, Practising Company Secretaries (UIN: P1996MH055800) on compliance with the requirements of Corporate Governance forms part of this Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARY AND ASSOCIATE COMPANIES

A report on the performance and financial position of each of the Company''s Subsidiary and Associate companies as per Section 129(3) of the Act read with the Companies (Accounts) Rules,

2014, in the prescribed Form AOC-1 is attached as Annexure II to the Board''s Report.

RISK MANAGEMENT

Risk Management is at the core of our business and ensuring, we have the right risk-return trade-off in line with our risk appetite is the essence of our Risk Management practices, while looking to optimise the returns that go with that risk.

Board of Directors keep oversight on all the risks assumed. The Company being Core Investment Company (NBFC), the risks therefore largely relate to investments made in its Subsidiaries/ Associate(s). The operation of each of the Subsidiaries/ Associate(s), the risks faced by them, and the risk mitigation tools used to manage them are reviewed periodically by their Risk Management Committees and Boards of Directors.

The Subsidiaries/ Associate(s) of the Company also have well established Risk Management Frameworks designed to identify, assess, monitor and mitigate risks inherent in their business. The framework enables effective Risk Management through a structure of Committees, policies, internal controls and reporting. Three line of Defence Model is the core of Risk Management Governance in the Company wherein first line of defence i.e. Line Management take the accountability and ownership of Risk identification and its mitigation, second line of Defence viz. Risk and Compliance functions keep oversight on Risk and Compliance matters in the Company. Internal Audit being third Line of Defence provide Independent Assurance to Audit committee and Board by conducting Risk Based Audits.

Over the years, the Company and its Subsidiaries/ Associate(s) have built a strong Risk Management Framework supported by well- established policies, procedures, system and a talent pool of Risk Professionals.

From Risk Management perspective, Company, its Subsidiaries and Associate(s), Board of Directors are supported by Risk Management Committee(s) and Audit Committee(s) to ensure monitoring of risks and ensure effective functioning of the Governance framework. These Committees are governed by their respective Charters approved by Board of Directors.

• Risk Management Committee of the Board inter-alia reviews risk management policies of the Company pertaining to credit, market, liquidity and outsourcing risks and business continuity management. The Committee(s) also reviews the Risk Appetite and Enterprise Risk Management frameworks, Internal Capital Adequacy Assessment Process ("ICAAP") and stress testing. The Committees reviews the level and direction of major risks pertaining to credit, market,

liquidity, operational, reputational, technology, information security, compliance, group, and capital at risk as a part of the risk dashboard.

• Audit Committee of the Board provides direction to and monitors the quality of the internal audit function, oversees the financial reporting process and also monitors compliance with inspection and audit reports.

Further, in line with regulatory or risk management frameworks, respective Board committees are supported by Management level Credit Committees viz. Asset and Liabilities Management, Operational Risk Management and IT Strategy Committee, as applicable.

Business Continuity

The Company and its Subsidiaries/ Associate(s) have well documented Business Continuity Management Programmes which have been designed to ensure continuity of critical processes during any disruption. A robust Disaster Recovery framework has been put in place to ensure uninterrupted operations and service to customers.

In view of the increased move to digital modes of business and adoption of new technologies, there was an enhanced focus on Cyber Security and the Company, and its Subsidiaries/ Associate(s) continued to invest in a strong Cyber Defence Programme.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arm''s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. Hence, disclosure in Form AOC-2 under Section 134(3)(h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for all Related Party Transactions ("RPTs") including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm''s length in accordance with the Policy on RPTs of the Company. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the Stock Exchanges on a half-yearly basis and published on the Company''s website at https://www.adityabirlacapital.com/investor-rRlations/ announcements-and-updates.

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large.

The details of transactions with related parties of the Company for the financial year under review, are given in notes to the Financial Statements, which forms part of this Annual Report.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board, is available on the Company''s website at https://www.adityabirlacapital.com/investor-ralations/policias-anri-coria.

INTERNAL FINANCIAL CONTROLS

The Company and its Subsidiaries/ Associate(s) have well established internal control systems in place which are commensurate with the nature of their business and size, scale and complexity of their operations. Standard Operating Procedures ("SOP") and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated.

The Company along with its Subsidiaries/ Associate(s) also periodically engage outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an effective Internal Audit Framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organisation''s risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a Risk Based Internal Audit ("RBIA") approach.

The Company has implemented a RBIA Programme in accordance with the requirements of RBI circular dated 3^rd February 2021. The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, Directors of the Company state that:

i) in the preparation of the Annual Accounts for the financial year ended 31^st March 2024, the applicable Accounting Standards have been followed and there were no material departures from the same;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2024 and of the profit/ loss of the Company for the financial year ended on that date;

iii) the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts on a ''going concern basis'';

v) the Directors had laid down Internal Financial Controls and that such Internal Financial Controls were adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-Appointment / Resignation of Directors

As on 31^st March 2024, the Board of Directors of the Company ("the Board") comprised 7 (Seven) Directors including 1 (One) Woman Director.

Dr. Santrupt Misra (DIN: 00013625), ceased to be Non-Executive Non-Independent Director from the Board during the financial year under review.

Retirement by Rotation

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Mr. Romesh Sobti (DIN: 00031034), Non-Executive Non-Independent Director retires from the Board by rotation and being eligible, offers himself for reappointment at the ensuing AGM of the Company.

The Nomination, Remuneration and Compensation Committee of the Company and the Board of Directors have recommended the re-appointment of Mr. Romesh Sobti to the shareholders at the ensuing AGM. The information required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations in case of re-appointment of Mr. Romesh Sobti is provided in the Notice of the ensuing AGM.

Declaration by Independent Directors

All Independent Directors have submitted their declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity.

All Independent Directors of the Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Fit and Proper Criteria

All the Directors meet the fit and proper criteria stipulated under the RBI Master Directions, as amended.

Key Managerial Personnel and Senior Management Personnel

Mrs. Vishakha Mulye, Chief Executive Officer ("CEO"), Mrs. Pinky Mehta, Chief Financial Officer ("CFO") and Mr. Amber Gupta, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on 31^st March 2024 in terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details of the Senior Management Personnel are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of the Company comprises contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company provided by them, amongst others.

During the year under review, considering the evolving good governance practices in India, the Nomination, Remuneration and Compensation Committee ("NRC") approved revised Board Evaluation Framework.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the NRC and the Board of Directors have carried out an annual performance evaluation of the Board, performance of Individual Directors, various Committees of the Board and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. Non-Executive Directors and Independent Directors demonstrate a strong understanding of the Company and its requirements. They keep themselves current on the areas to be discussed at the Board Meetings. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the

Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 7 (Seven) times on 11^th May 2023, 1^st June 2023, 2^nd August 2023, 3^rd November 2023, 16^th January 2024, 1^st February 2024 and 11^th March 2024.

Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

The Company has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and RBI Master Directions.

During the financial year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of the Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of the Company.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

Nomination, Remuneration and Compensation Committee

The Company has constituted a Nomination, Remuneration and Compensation Committee ("NRC"), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and directions/ guidelines/ framework issued by RBI.

Further details on the NRC, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, RBI has issued Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management in NBFCs which came into effect from 1^st April 2023.

The Executive Remuneration Philosophy/ Policy of the Company which was formulated under the provisions of Section 178(3) of the Act and SEBI Listing Regulations, was amended with effect from 1^st April 2023 to align with the directions/ guidelines/ framework issued by RBI as applicable. The said Policy is attached as Annexure III to the Board''s Report and the same is uploaded on the website of the Company at https://www. adityabirlacapital.com/investor-rRlations/ policies-and-code.

Other Committees

The Board of Directors has also constituted the following Committees:

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• PIT Regulations Committee

• IT Strategy Committee

• Asset Liability Management Committee

• Asset Monetisation Committee

More information on all of the above Committees including details of their Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 of the Company for the financial year 2023-24 is available on the Company''s website at https:// www.adityabirlacapital.com/investor-relations/financial-reports

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Hon''ble Courts or Tribunals which would impact the going concern status and Company''s operations in future.

AUDITORS

Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, SEBI (Listing Regulations) and Circular no. RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated 27^th April 2021 issued by RBI on Guidelines for appointment of Statutory Auditors ("RBI Circular") as amended, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a term of 3 (Three) continuous years from the conclusion of 14^th (Fourteenth) AGM till the conclusion of 17^th (Seventeenth) AGM of the Company. Thus, the tenure of B S R & Co. LLP, Chartered Accountants would end at the conclusion of the ensuing AGM.

Consequent to the completion of term of Statutory Auditors (B S R & Co. LLP, Chartered Accountants) at the 17^th AGM, the Board of Directors, based on the recommendation of the Audit Committee, have recommended the appointment of M. M. Nissim & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 107122W/W100672) as Statutory Auditors of the Company for a term of 3 (Three) continuous years from the conclusion of 17^th (Seventeenth) AGM till the conclusion of 20^th (Twentieth) AGM of the Company for the approval of shareholders of the Company in the forthcoming AGM.

The Company has received a letter from M. M. Nissim & Co. LLP, Chartered Accountants confirming that they are not disqualified to act as Statutory Auditors of the Company and they comply with the eligibility criteria/requirements specified under Section 141(3) of the Companies Act and the RBI Circulars.

The observation(s) made in the Auditor''s Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. N L Bhatia, Practising Company Secretaries, to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. N L Bhatia, Company

Secretaries, is attached as Annexure IV to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year under review will be submitted to the Stock Exchanges and uploaded on the website of the Company at https://www. adityabirlacapital.com/investor-relations/announcements-and-updates.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Reporting of Frauds by Auditors

None of the Auditors of your Company, i.e. the Statutory Auditors and Secretarial Auditors have reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR") Committee.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the Company''s website at https://www.adityabirlacapital.com/ investor-relations/policies-and-code.

During the financial year under review, the Company was not required to make any expenditure towards CSR projects, in absence of average net profit for three immediately preceding financial years calculated in accordance with the provisions of Section 198 of the Act. Accordingly, no CSR activity was undertaken by the Company. Considering that the Company was not required to contribute any amount towards CSR activities, report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been furnished.

Further, details on the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board

and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a Whistle Blower Policy/ Vigil Mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report.

The said policy is available on the Company''s website at https:// www.adityabirlacapital.com/investor-relations/policies-and-code

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment of women employees. The Company has complied with the provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

The Company along with its Subsidiaries and Associate(s) has always aspired to be an organization and a workplace which attracts, retains and provides a canvas for talent to operate. Its vision of being a leader and a role model in a broad based and integrated financial services business and a culture that is purpose driven gives meaning to our people.

We believe that meaning at work is created when people relate to the purpose of the organisation, feel connected to their leaders and have a sense of belonging. Our focus stays strong on providing our people a work environment that welcomes diversity, nurtures positive relationships, provides challenging work assignments and opportunities based on meritocracy for people to grow and build their careers with us in line with their aspirations.

As on 31^st March 2024, the employee strength of the Company was 21 and along with the Subsidiaries and Associate(s) it had 46600 employees.

The workforce along with Subsidiaries and Associate(s) comprises of more than 62% millennial and 31% women as on 31^st March 2024.

Building Capabilities, Enabling Success

We aim to build organizational capabilities that ensure ABCL, and its subsidiaries win in the marketplace and succeed together. We achieve this by igniting purpose, amplifying connections, and fostering a strong sense of belonging. Our focus is on creating an inclusive, diverse environment that nurtures relationships, challenges boundaries, and provides boundless, merit-based growth opportunities.

Talent Management & Succession Planning

Our talent management strategy focuses on cultivating a robust, future-ready talent pool and building a strong leadership succession pipeline. We prioritize discovering and developing high-potential and high-performing employees through comprehensive, future-focused development programmes. Our goal is to shape leaders driven by a zeal for customer value and executional excellence. We also emphasize enhancing futurerelevant skills in Digital, Technology, Risk, and Analytics through various initiatives and collaborations with global entities.

Employee Wellness and Engagement

Our commitment to a vibrant, engaging work environment and employee wellbeing exemplifies our forward-thinking corporate culture. We prioritize connection and camaraderie through events, town halls, leadership sessions, and milestone celebrations, ensuring employees feel valued and engaged. This strategy enhances employee connectivity and morale, boosting productivity and motivation.

We emphasize employee wellbeing as a core operational philosophy, adopting a holistic approach encompassing Physical, Emotional, Financial, Intellectual and Social dimensions. Our comprehensive wellness solutions and health coaching demonstrate our dedication to fostering a healthier, more satisfying workplace.

Learning and Development

We prioritize continuous learning and growth, offering employees valuable opportunities through our AI-enabled learning app and our Gyanodaya Virtual Campus (GVC), which includes courses, videos and webinars. Our employees access e-learning courses, video modules, micro-learning resources and sustainability courses for flexible, self-paced learning.

The AB Capital app supports our frontline sales teams with courses on induction, regulatory matters, products, processes and functional training. We also focus on building capabilities for frontline managers and provide multi-product training to support cross-selling and up-selling. This training is integrated into our onboarding process to benefit all employees.

SUSTAINABILITY

Sustainability is one of the key focus areas for us and being a CIC, the Company drives the sustainability practices in its Subsidiaries and Associate(s), centrally. The sustainability efforts are aligned with Aditya Birla Group''s sustainability strategy and purpose statement. The Company has identified three main categories to implement sustainability across its Subsidiaries and Associate(s) namely, Environment, Social and Governance. We have introduced 25 industry specific ESG scorecards based on the UN''s Equator Principles in the infrastructure lending business. One of our subsidiaries raised ?1,000 Crore in green loans from the International Finance Corporation to finance renewable energy projects. Through its subsidiary, Aditya Birla Sun Life AMC Limited, the Company has also launched an ESG-focused equity fund with an AUM of more than ?677 Crore as of 31^st March 2024. Financial inclusion and serving the underbanked have been key focus areas for our subsidiaries engaged in lending to SMEs, supply chain finance for small vendors, affordable housing, rural insurance, and micro-SlPs, with our portfolio expanding to urban, semi-urban, and rural parts of India. We''ve reduced our environmental impact through the installation of solar panels totalling 140 kW across some branches, demonstrating a commitment to clean energy. Our innovative ''PadCareX'' initiative with PadCare Labs recycled 38,048 sanitary pads in FY24, conserving 2,039 kg of carbon equivalent and saving 19,023 litres of landfill space. Additionally, our recycling efforts processed around 33,738 kg of dry waste, preventing 90.61 MTCO₂ emissions.

The Enterprise Risk Management function plays an integral part in managing sustainability risk across all businesses. The Chief Risk Officer ("CRO") guides and governs the sustainability strategy across the businesses.

The detailed Sustainability Report will be made available on the website of the Company at https://www.adityabirlacapital. com/investor-relations/sustainability-reports.

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India ("ICSI") on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has a Board approved code of conduct to regulate, monitor and report trading by Insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

Further details on the same are covered in the Corporate Governance Report, which forms part of this Annual Report.

AWARDS AND RECOGNITIONS

During the financial year under review, the Company and its Subsidiaries and Associate(s) have been felicitated with awards and recognitions across various functional areas which has been elaborated under Awards and Recognitions section in this Annual Report.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review:

i) there was no issue of shares (including Sweat Equity Shares shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

ii) there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii) there was no public issue, rights issue, bonus issue etc. other than Qualified Institutional Placement and Preferential Issue as disclosed in this Report.

iv) there was no issue of shares with differential rights.

v) there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund ("IEPF").

vi) there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

vii) there was no failure to implement any Corporate Action.

viii) there were no borrowings from Banks or Financial Institution and no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

The Board takes this opportunity to express its appreciation for the support and co-operation extended by our various partners and other business associates. The Board gratefully acknowledges the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Board also acknowledges the support and contribution of Company''s Bankers, Stock Exchanges, Registrar of Companies, Depositories, the Reserve Bank of India, Securities and Exchange Board of India, Central and State Governments and other regulatory bodies and the shareholders who have always supported and helped the Company to achieve our objectives.

The Board places on record its appreciation for the exemplary contribution made by the employees of the Company and its Subsidiaries and Associate(s) at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company''s and its Subsidiaries and Associate(s)'' growth.

By order of the Board of Directors For Aditya Birla Capital Limited

Kumar Mangalam Birla

Date: 13^th May 2024 Chairman

Place: Mumbai DIN: 00012813

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Mar 31, 2023

The Board of Directors of Aditya Birla Capital Limited (“your Company” or “the Company” or “ABCL”) is pleased to present the 16^th (Sixteenth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year ended 31^st March 2023 (“financial year under review”).

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company’s financial performance for the financial year ended 31^st March 2023 as compared to the previous financial year ended 31^st March 2022 is summarized below:

('' in crore)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	27,415.65	22,229.91	218.56	452.71
Profit Before Share of Associates and Joint Ventures and Tax	5,362.66	1,945.82	184.20	419.05
Share of Profit of Associate/Joint Venture Companies	272.57	340.90	-	-
Profit/ (Loss) before Tax	5,635.23	2,286.72	184.20	419.05
Tax Expense	811.16	626.65	42.91	74.36
Profit/ (Loss) after Tax Attributable to:	4,824.07	1,660.07	141.29	344.69
Owners of the Company	4,795.77	1,705.97	141.29	344.69
Non-Controlling Interest	28.30	(45.90)	-	-
Other Comprehensive Income Attributable to:	(102.29)	(35.69)	(0.40)	0.03
Owners of the Company	(40.44)	(3.54)	(0.40)	0.03
Non-Controlling Interest	(61.85)	(32.15)	-	-
Total Comprehensive Income Attributable to:	4,721.78	1,624.38	140.89	344.72
Owners of the Company	4,755.33	1,702.43	140.89	344.72
Non-Controlling Interest	(33.55)	(78.05)	-	-
Profit/ (Loss) attributable to owners of the Company	4,795.77	1,705.97	141.29	344.69

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards (“IND AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

For the financial year ended 31^st March 2023, on a Standalone basis revenue of the Company was '' 219 Crore and Net Profit was '' 141 Crore.

Key Highlights of the Company''s Consolidated Performance for the Financial Year Ended 31^st March 2023 are as under:

• Strong performance with accelerated growth momentum across businesses

• Consolidated Revenue: '' 27,416 Crore (grew 23 % year on year)

• Consolidated Net Profit (excluding fair value and stake sale gains) : '' 2,057 Crore (grew 33% year on year)

• Active customer base at ~38 Million (grew 8% year on year) aided by focus on granular retail growth across all businesses of the Subsidiaries and Associate(s).

• Overall AUM across asset management, life insurance and health insurance at over '' 3.6 lacs Crore (de-grew 3% year on year)

• Overall lending book (NBFC and Housing Finance) at '' 94,364 Crore (grew 40% year on year)

• Gross premium (across Life and Health Insurance) at '' 17,787 Crore (grew 28% year on year)

The financial results of the Company and its Subsidiaries and Associate(s) are elaborated upon in the Management Discussion and Analysis Report, which forms part of this Annual Report.

ACCOUNTING METHOD

The Consolidated and Standalone Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

In accordance with the provisions of the Act, applicable Accounting Standards, the SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March 2023, together with the Auditors’ Report form part of this Annual Report.

The Audited Financial Statements (including the Consolidated Financial Statements) of the Company as stated above and the Financial Statements of each of the Subsidiaries of the Company, whose financials are consolidated with that of the Company, are available on the Company’s website at https:// www.adityabirlacapital.com/Investor-Relations.

MATERIAL EVENTS DURING THE YEAR

There were no material events during the year having an impact on the Company’s business.

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES COMPANIES

Holding Company

During the financial year under review, Grasim Industries Limited continued to remain the Holding Company of the Company. Grasim Industries Limited is listed at BSE Limited and National Stock Exchange of India Limited. As per Regulation 16(1)(c) of SEBI Listing Regulations, the Company is considered as a Material Subsidiary of Grasim Industries Limited.

Subsidiaries and Associates

As a Core Investment Company, the Company is primarily a Holding Company and holds investments in its group companies (Subsidiaries, Joint Ventures and Associates).

As on 31^st March 2023, the Company had 18 (Eighteen) Indian Subsidiaries, 5 (Five) Foreign Subsidiaries (including step down Subsidiaries) and 1 (One) Associate.

Provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to Subsidiaries were duly complied with to the extent applicable.

During the financial year under review, the major changes with respect to the Subsidiaries and Associate(s) of the Company were as under:

• Aditya Birla Health Insurance Co. Limited (“ABHI”), a nonmaterial Subsidiary of the Company, on 21^st October 2022, allotted 5,07,07,454 (Five Crore Seven Lakh Seven Thousand Four Hundred and Fifty Four) fully paid-up Equity Shares of '' 10/- each on private placement basis to Platinum Jasmine A 2018 Trust, acting through its trustee, Platinum Owl C 2018 RSC Limited (“Allottee”), being a wholly owned subsidiary of Abu Dhabi Investment Authority (“Investor”) for an aggregate consideration of '' 664,26,76,474/- (Rupees Six Hundred Sixty Four Crore Twenty Six Lakh Seventy Six Thousand Four Hundred and Seventy Four Only). Pursuant to the above allotment of Equity Shares, the Investor owns 9.99% stake, the Company holds 45.91% stake and Momentum Metropolitan Strategic Investments (Pty) Ltd holds 44.10% stake, respectively, in ABHI. Hence, it ceased to be a Subsidiary of the Company and became an Associate of the Company w.e.f. 21^st October 2022.

• Vide publication of the notice in Form No. STK- 7 (Notice of striking off and dissolution) in the Official Gazette on 21^st January 2023, ABCAP Trustee Company Private Limited (“ABCAP”) a wholly owned subsidiary of the Company, was voluntarily struck-off from the Register of Companies by Registrar of Companies, Mumbai, Maharashtra. Hence, it ceased to be a Subsidiary of the Company.

• Aditya Birla Capital Digital Limited (“ABCDL”) was incorporated as a wholly owned subsidiary of the Company with effect from 23^rd March 2023.

• On 27^th March 2023, the Board of Directors, subject to requisite approvals, approved the sale of the Company’s entire stake of 25,65,103 (Twenty Five Lakh Sixty Five Thousand One Hundred and Three) fully paid-up Equity Shares of '' 10/-each in Aditya Birla Insurance Brokers Limited (“ABIBL”) (a non-material subsidiary of the Company), representing 50.002% of the issued and paid-up share capital of ABIBL to Edme Services Private Limited (“Purchaser”), an affiliate of Samara Alternate Investment Fund. As on the date of this

report, approval of Insurance Regulatory and Development Authority of India (“IRDAI”) for the sale of shares was awaited.

MATERIAL SUBSIDIARIES

As required under Regulations 16(1)(c) of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company’s website at https://www.adityabirlacapital. com/investor-relations/policies-and-code.

During the financial year under review, Aditya Birla Sun Life Insurance Company Limited, Aditya Birla Finance Limited, Aditya Birla Sun Life AMC Limited and Aditya Birla Housing Finance Limited were the Material Subsidiaries of the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.

With effect from 1^st April 2023, Aditya Birla Housing Finance Limited has ceased to be a Material Subsidiary of the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.

REGISTRATION AS A CORE INVESTMENT COMPANY ("CIC")¹

The Company is registered as a Non-Deposit taking Systemically Important - Core Investment Company (“CIC- ND-SI”) pursuant to the receipt of Certificate of Registration from the Reserve Bank of India (“RBI”) dated 16^th October 2015, under Section 45-IA of the Reserve Bank of India Act, 1934 (“RBI Act”) and Master Direction - Core Investment Companies (Reserve Bank) Directions 2016 as amended (“RBI Master Directions”).

TRANSFER TO RESERVES

For the financial year ended 31^st March 2023 an amount of '' 28.26 Crore was transferred to Special Reserve in terms of Section 45-IC of the RBI Act.

DIVIDEND

The Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, the Company has formulated and adopted a Dividend Distribution Policy. The policy is available on the Company’s website at https://www.adityabirlacapital.com/ investor-relations/policies-and-code.

SHARE CAPITAL

As on 31^st March 2023, the Company’s paid-up Equity Share Capital was '' 24,17,99,40,420 divided into 2,41,79,94,042 Equity Shares of ''10 each.

On 11^th May 2023, the Board of Directors have approved the raising of funds, inter alia, by way of issuance of Equity Shares, global depository receipts, American depository receipts, foreign currency convertible bonds fully/partly convertible debentures, non-convertible debentures, and/or any other financial instruments convertible into equity shares (including warrants, or otherwise, in registered or bearer form) and/ or any security convertible into equity shares or combination of any of the aforementioned securities in one or more tranches through one or more public and/ or private offerings including by way of a qualified institutional placement or any combination thereof or any other method as may be permitted under applicable laws to eligible investors and in such manner and on such price, terms and conditions, in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and applicable provisions of the Companies Act, 2013 and rules issued thereunder, as amended in each case, the enabling provisions of the Memorandum and Articles of Association of the Company and any other provisions of applicable laws, for an aggregate amount not exceeding '' 3,000 Crore (Rupees Three Thousand Crore Only) subject to such regulatory/ statutory approvals as may be required, including the approval of the Shareholders of the Company in the general meeting. The proceeds from the aforesaid proposed fund raising are intended to be utilised for meeting funding requirements and growth objectives of the Company and its businesses including but not limited to supporting growth in lending and insurance businesses, strengthening digital offerings, meeting capital adequacy and solvency related requirements and other business and general corporate purposes.

Mr. Amber Gupta, Company Secretary and Compliance Officer of the Company has been appointed as the Nodal Officer and Mr. Pramod Bohra, Vice President, has been appointed as the Deputy Nodal Officer for and on behalf of the Company for the purpose of verification of claims and co-ordination with Investor Education and Protection Fund Authority.

Their details are available on the website of the Company at https://www.aditvabirlacapital.com/investor-relations/ shareholder-centre.

DEPOSITORY

As on 31^st March 2023, out of the Company’s paid-up Equity Share Capital comprising of 2,41,79,94,042 Equity Shares, 2,39,12,85,302 Equity Shares (98.89%) were held in dematerialised mode.

The Company’s Equity Shares are compulsorily tradable in electronic form.

RESOURCE MOBILISATION

During the financial year under review, no funds have been mobilised by way of Non-Convertible Debentures (NCD) or Term Loans/ Working Capital Demand Loan (WCDL) from banks or through Commercial Paper. The Company is a debt free Company.

INVESTMENT IN SUBSIDIARIES AND ASSOCIATE(S)

During the year under review, the Company subscribed to Equity Share Capital in the following Subsidiaries/ Associate(s):

Name of Subsidiary/ Associate(s)	Amount of capital infused (Equity Shares) ('' in Cr)
Aditya Birla Health Insurance Co. Limited	145.35
Aditya Birla Sun Life Insurance Company Limited	132.60
Aditya Birla Capital Digital Limited	25.00

Sr. No.	Nature of Instrument	Name of Instrument	Name of Credit Rating Agency	Amount Rated ('' in Cr)	Current Rating
1	Short Term Instrument	Commercial Paper	CRISIL	900	A1
2	Short Term Instrument	Commercial Paper	ICRA Ltd	900	A1
3	Long Term Instrument	Non-Convertible Debenture	ICRA Ltd	200	AAA

Further, details of investment in Subsidiaries/ Associate(s) are stated in the notes to the Financial Statements forming part of this Annual Report.

CREDIT RATING

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the financial year under review.

However, the Company continues to avail the below ratings from Credit Rating agencies to meet any unforeseen fund requirements and ensure continuation of ratings through any of the following instruments:

PUBLIC DEPOSITS

The Company, being a CIC-ND-SI, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The Company is registered as a Core Investment Company with RBI. Thus, particulars of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are not applicable to the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is a Core Investment Company investing in Subsidiaries and Associate(s), the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

However, some of the steps taken by the Company along with its Subsidiaries/ Associate(s) for conservation of energy include:

• The Company and its Subsidiaries/ Associate(s) are committed to reducing negative environmental impact.

• The Company along with Subsidiaries/ Associate(s) tied up with ViaGreen, an organisation that helps us in waste management and recycling.

• Most of the offices of the Company and its Subsidiaries/ Associate(s) have installed LED lights making them very energy-efficient Rooftop solar panel has been installed at Pune, Bengaluru and Noida branch offices.

• As a step towards further reducing the environmental impact, the documents for Board and Committee meetings of the Company and its Subsidiaries/ Associate(s) are transmitted electronically using a secure web-based application, thereby saving paper.

• The energy saving measures taken also include selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities across all offices to reduce the need of employee travel, digital learning initiatives for employees, optimised usage of lights and

continuous monitoring and control of the operations of the air conditioning equipment as well as elimination of nonrecyclable plastic in offices.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial year under review as well as during the previous financial year. The foreign exchange outgo during the financial year under review was '' 0.52 Crore as compared to '' 0.09 Crore, during the previous financial year.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure I to this report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard or send an email to [email protected].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company forms part of the top 1000 listed entities on BSE and NSE as on 31^st March 2023. Accordingly pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility and Sustainability Report forms part of this Annual Report. The report is also available on the Company’s website at https://www.adityabirlacapital.com/%20investor-relations/financial-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

EMPLOYEE STOCK OPTION PLAN

Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022

Pursuant to the approval of the members received through Postal Ballot on 16^th October 2022, the Company has adopted “Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022” (“Scheme 2022”) for the benefit of the employees of the Company and its Subsidiaries, Associates and Group companies.

Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2017 and ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017

The Company also adopted “Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2017” (“Scheme 2017”) for the benefit of the employees of the Company and its Subsidiaries and “ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017” (“ABCL Incentive Scheme”) pursuant to the Composite Scheme of Arrangement between erstwhile Aditya Birla Nuvo Limited and Grasim Industries Limited and the Company and their respective Shareholders and Creditors.

Scheme 2022, Scheme 2017 and ABCL Incentive Scheme are hereinafter collectively referred to as the “ESOP Schemes”.

The aforesaid ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (collectively referred to as “SEBI (SBEB) Regulations”), as applicable.

Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019

The Company also adopted “Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019” (“SARs Scheme 2019”), which is a cash based plan linked to the actual stock price movement over the plan tenure.

Further details on the ESOP Schemes and the SARs Scheme 2019 are provided in the Corporate Governance Report which forms part of this Annual Report.

There were no material changes made to the aforesaid schemes during the financial year under review.

The details/disclosure(s) on the aforesaid ESOP Schemes as required to be disclosed under the SEBI (SBEB) Regulations are available on the Company’s website at https://www. adityabirlacapital.com/investor-relations/financial-reports.

Certificates from the Secretarial Auditors on the implementation of the ESOP Schemes will be made available via electronic mode at the ensuing 16^th (Sixteenth) Annual General Meeting (“AGM”) of the Company for inspection by the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The requisite certificate from M/s. Makarand M. Joshi & Co., Practising Company Secretaries on compliance with the requirements of Corporate Governance forms part of this Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARY AND ASSOCIATE COMPANIES

A report on the performance and financial position of each of the Company’s Subsidiary and Associate companies as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in the prescribed Form AOC-1 is attached as Annexure II to the Board’s Report.

RISK MANAGEMENT

Risk Management is at the core of our business and ensuring we have the right risk-return trade-off in line with our risk appetite is the essence of our Risk Management practices while looking to optimise the returns that go with that risk.

The Board has constituted a Risk Management Committee as required under RBI Master Directions read with Regulation 21 of the SEBI Listing Regulations to frame, implement and monitor the Risk Management Plan of the Company.

The Company has in place a Risk Management Policy (“RMC Policy”) which has been uploaded on the website of the Company at https://www.adityabirlacapital.com/investor-relations/policies-and-code.

The objectives and the scope of the Risk Management Committee broadly include:

• Risk Identification;

• Risk Assessment;

• Risk Response and Risk Management Strategy; and

• Risk Monitoring, Communication and Reporting.

The Management Discussion and Analysis Report sets out the risks identified and the mitigation plans thereof.

The Company is a CIC and the risks therefore largely relate to investments made in its Subsidiaries/ Associate(s). The operations of each of the Subsidiaries/ Associate(s), the risks faced by them and the risk mitigation tools used to manage them are reviewed periodically by their Risk Management Committees and Boards of Directors.

Over the years, the Company and its Subsidiaries/ Associate(s) have built a strong Risk Management Framework supported by well- established policies and procedures and a talented pool of Risk Professionals.

The Subsidiaries/ Associate(s) of the Company also have well-established Risk Management Frameworks designed to identify, assess, monitor and mitigate risks inherent in their business. The framework enables effective Risk Management through a structure of Committees, policies, internal controls and reporting.

The organisational structure to manage the risk consists of “Three lines of defense”:

First is: Line Management (Functional Heads) to ensure that accountability and ownership is as close as possible to the activity that creates the risks;

Second is: Risk Oversight including the Risk and Compliance Function and Risk Management Committee;

Third is: Independent Assurance through Internal Audits being conducted under the supervision of the Audit Committee.

Risk Management Committee, Asset Liability Management Committee and Audit Committee have been set-up to ensure monitoring of risks and provide Governance as applicable. These Committees are prima facie governed by their Charters.

Business Continuity

The Company and its Subsidiaries/ Associate(s) have well-documented Business Continuity Management Programmes which have been designed to ensure continuity of critical processes during any disruption. A robust Disaster Recovery framework has been put in place to ensure uninterrupted operations and service to customers.

In view of the increased move to digital modes of business and adoption of new technologies, there was an enhanced focus on Cyber Security and the Company and its Subsidiaries/ Associate(s) continued to invest in a strong Cyber Defence Programme.

The Risk Management teams of the Company and its Subsidiaries/ Associate(s) are continuously scanning the internal and external environment to identify Risks and also to capitalise upon the opportunities presented in the environment.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arm’s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. Hence, disclosure in Form AOC-2 under Section 134(3) (h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for all Related Party Transactions (“RPTs”) including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm’s length in accordance with the Policy on Related Party Transactions of

the Company. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the Stock Exchanges on a half-yearly basis and published on the Company’s website at https://www.adityabirlacapital.com/investor-relations/ announcements-and-updates.

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large.

The details of transactions with related parties of the Company for the financial year under review, are given in notes to the Financial Statements, which form part of this Annual Report.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board, is available on the Company’s website at https://www.adityabirlacapital.com/investor-relations/policies-and-code.

INTERNAL FINANCIAL CONTROLS

The Company and its Subsidiaries/ Associate(s) have well-established internal control systems in place which are commensurate with the nature of their business and size, scale and complexity of their operations. Standard Operating Procedures (SOP) and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated.

The Company along with its Subsidiaries/ Associate(s) also periodically engage outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an effective Internal Audit Framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organisation’s Risk Management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a Risk Based Internal Audit (RBIA) approach.

The Company has implemented a RBIA Programme in accordance with the requirements of RBI circular dated 3^rd February 2021. The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, Directors of the Company state that:-

i) in the preparation of the Annual Accounts for the financial year ended 31^st March 2023, the applicable Accounting Standards have been followed and there were no material departures from the same;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2023 and of the profit/ loss of the Company for the financial year ended on that date;

iii) t he Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts on a ‘going concern basis’;

v) the Directors had laid down Internal Financial Controls and that such Internal Financial Controls were adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-Appointment / Resignation of Directors

As on 31^st March 2023, the Board of Directors of the Company (“the Board”) comprised 8 (Eight) Directors including 1 (One) woman Director.

No Director was appointed/ has resigned from the Board during the financial year under review.

Retirement by Rotation

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Dr. Santrupt Misra (DIN: 00013625), Non-Executive Non-Independent Director retires from the Board by rotation at the ensuing AGM of the Company. Although being eligible, he has not offered himself for re-appointment.

Declaration by Independent Directors

All Independent Directors have submitted their declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity.

All Independent Directors of the Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Mr. Ajay Srinivasan stepped down as Chief Executive Officer (CEO) of the Company w.e.f. 30^th June 2022. Mrs. Vishakha Mulye took over as CEO w.e.f. 1^st July 2022.

Mrs. Vishakha Mulye, CEO, Mrs. Pinky Mehta, Chief Financial Officer (CFO) and Mr. Amber Gupta, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on

31^st March 2023 in terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Fit and Proper Criteria

All the Directors meet the fit and proper criteria stipulated under the RBI Master Directions, as amended.

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of the Company comprises contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company provided by them, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination, Remuneration and Compensation Committee and the Board of Directors have carried out an annual performance evaluation of the Board, performance of various Committees of the Board, Individual Directors, and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees’ terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 10 (Ten) times on 23^rd April 2022, 6^th May 2022, 12^th May 2022, 6^th June 2022, 3^rd August 2022, 11^th August 2022, 8^th September 2022, 7^th November 2022, 2^nd February 2023 and 27^th March 2023.

Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

The Company has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and RBI Master Directions.

During the financial year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of the Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of the Company.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

Nomination, Remuneration and Compensation Committee

The Company has constituted a Nomination, Remuneration and Compensation Committee (“NRC”), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and directions/ guidelines/ framework issued by RBI.

Further details on the NRC, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, RBI has issued Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management in NBFCs which came into effect from 1^st April 2023.

The Executive Remuneration Philosophy/ Policy of the Company which was formulated under the provisions of Section 178(3) of the Act and SEBI Listing Regulations, was amended with effect from 1^st April 2023 to align with the directions/ guidelines/ framework issued by RBI as applicable. The said Policy is attached as Annexure III to the Board’s Report and the same is uploaded on the website of the Company at https://www.adityabirlacapital.com/investor-relations/ policies-and-code.

Other Committees

The Board of Directors has also constituted the following Committees:

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

• PIT Regulations Committee

• IT Strategy Committee

• Asset Liability Management Committee

More information on all of the above Committees including details of their Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 of the Company for the financial year 2022-23 is available on the Company’s website at https:// www.adityabirlacapital.com/investor-relations/financial-reports.

AUDITORS

Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, SEBI (Listing Regulations) and Circular no. RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated 27^th April 2021 issued by RBI on Guidelines for appointment of Statutory Auditors (“RBI Circular”) as amended, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a term of 3 (Three) years from the conclusion of 14^th (Fourteenth) AGM till the conclusion of 17^th (Seventeenth) AGM of the Company.

B S R & Co. LLP have confirmed that they are not disqualified from continuing to act as Statutory Auditors of the Company and that they comply with the eligibility criteria/ requirements specified under the RBI Circular for FY 2023-24.

The observation(s) made in the Auditor’s Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makarand M. Joshi & Co., Practising Company Secretaries, to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. Makarand M. Joshi & Co., Company Secretaries, is attached as Annexure IV to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year under review will be submitted to the Stock Exchanges and uploaded on the website of the Company at https://www.adityabirlacapital. com/investor-relations/announcements-and-updates.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Reporting of Frauds by Auditors

None of the Auditors of your Company, i.e, the Statutory Auditors and Secretarial Auditors has reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the Company’s website at https://www.adityabirlacapital.com/ investor-relations/policies-and-code.

During the financial year under review, the Company was not required to make any expenditure towards CSR projects, in absence of average net profit for three immediately preceding financial years calculated in accordance with the provisions of Section 198 of the Act. Accordingly, no CSR activity was

undertaken by the Company. Considering that the Company was not required to contribute any amount towards CSR activities, report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been furnished.

Further details on the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a Whistle blower policy/ vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report.

The said policy is available on the Company’s website at https://www.adityabirlacapital.com/investor-relations/ policies-and-codes.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment of women employees. The Company has complied with the provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RBI REGULATIONS

The Company has complied with all the regulations of RBI to the extent applicable as a CIC-ND-SI.

RBI has issued guidelines on ‘Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs’ vide its Circular No.

RBI/2021-22/112 Ref.DOR.CRE. REC.No.60/03.10.001/2021-22 dated 22^nd October 2021 (“SBR Framework”), which came into effect from 1^st October 2022. As per the SBR Framework, the Company being a Core Investment Company has been classified under Middle Layer.

HUMAN RESOURCES

The Company along with its Subsidiaries and Associate(s) has always aspired to be an organization and a workplace which attracts, retains and provides a canvas for talent to operate. Its vision of being a leader and a role model in a broad based and integrated financial services business and a culture that is purpose driven gives meaning to our people.

We believe that meaning at work is created when people relate to the purpose of the organisation, feel connected to their leaders and have a sense of belonging. Our focus stays strong on providing our people a work environment that welcomes diversity, nurtures positive relationships, provides challenging work assignments and opportunities based on meritocracy for people to grow and build their careers with us in line with their aspirations.

As on 31^st March 2023, the employee strength of the Company was 27 and along with the Subsidiaries and Associate(s) it had 34,000 employees.

The workforce along with Subsidiaries and Associate(s) comprises of more than 69% millennials and 29% women as on 31^st March 2023.

Talent Management

Building a strong future ready talent pool and robust leadership succession pipeline continue to be priority areas for us in Talent Management. We focus on creating well rounded leaders who are passionate about value creation for customers and execution excellence.

In the last 2 years:

• More than 55 leaders have undergone a bespoke comprehensive leadership development journey curated in partnership with Harvard Business Publishing.

• 70 members from our talent pool in middle management were covered in our flagship leadership development program preparing them to take on larger roles.

• 570 employees across levels moved into new / larger roles helping them advance in their career

Additionally, focus on building future ready skills in the areas of Digital, Technology, Risk and Analytics has been ongoing

during the year. Through various initiatives and partnerships with global organizations, we have continued our focus on building skills in these areas.

Employee Wellness and Engagement

Our endeavor to provide a happy, vibrant and engaging work environment continued during the year.

Revitalizing a culture of connect and camaraderie has been an area of significant attention for us. Bringing people together through events, townhalls, leadership connect sessions and celebration of milestones enabled this.

At Aditya Birla Capital (ABC), we consider employee health and wellbeing to be a non-negotiable proposition. We believe that focusing on employee health and wellbeing results in a happier workforce which further creates a positive impact on customer satisfaction and retention. Being in a people-oriented business, we consider employee well-being a strategic imperative. We proactively design and implement various wellness solutions across our business units and workforce group year on year.

Our framework focuses on Integrated and Holistic Wellbeing covering not just the Physical Wellbeing of employees but also Emotional or Mental Wellbeing, Financial Wellbeing, Intellectual Wellbeing and Social Wellbeing. Close to 5,000 employees are active on the wellness app and benefit from the holistic digital wellness support. We have also empaneled with doctors and counsellors to provide preliminary medical consultations in our corporate offices and on-call consultations for our employees and their families in emergency cases. Enabling our employees to regularly check their health and wellness levels we have organized multiple health camps covering Bone density check-ups, Body composition analysis, Yoga sessions at work, Nutritional counselling, Breast Health check-ups and awareness drives and many more. During the year alone close to 10,000 employees participated in our wellbeing programs. Lastly, Preventive annual health check-ups are our way of monitoring and ensuring a physically fit workforce. We have partnered with close to 300 diagnostic centers across the country that enable a seamless experience for our employees.

Learning

Our Company’s philosophy is to provide every employee with continuous opportunities to learn & grow. Our learning interventions create an organization wide impact as these are focused on enabling employees to do better at work.

An AI enabled learning app provides employees easy access to super personalized content that meets their unique individual requirements. 31,000 relevant courses, videos & webinars were hosted on Gyanodaya Virtual Campus (GVC) which is Aditya Birla Group’s e-Learning platform for employees. Employees leveraged these resources to enhance their skills and knowledge.

Additionally, with 3,000 E Learning courses, 25,000 videobased modules and 2,000 micro-learning modules and 1,400 Sustainability courses our employees have the flexibility to learn anytime and from anywhere.

For our large frontline sales force distribution teams, our ABcapital app learning library offers courses on induction and regulatory training, ensuring that all new hires receive the necessary foundation to be successful in their roles, 350 functional courses are available, enabling the frontline distribution force to deepen their expertise.

SUSTAINABILITY

Sustainability is one of the key focus areas for us and being a CIC, the Company drives the sustainability practices in its Subsidiaries and Associate(s), centrally. The sustainability efforts are aligned with Aditya Birla Group’s sustainability strategy and purpose statement. The Company has identified three main categories to implement sustainability across its Subsidiaries and Associate(s) namely, Environment, Social and Governance. We have introduced 25 industry specific ESG score cards based on UN’s Equator Principles in the infrastructure lending business. One of our subsidiaries had raised '' 1,000 Crore in green loan from International Finance Corporation to finance renewable energy projects. Through its Subsidiary, Aditya Birla Sun Life AMC Limited, the Company has also launched an ESG focused equity fund with an AUM of more than '' 798 crores as of 31^st March, 2023. Financial inclusion and serving the under banked has been a key focus area for our Subsidiaries which are engaged in lending to SMEs, supply chain finance for small vendors, affordable housing, rural insurance and micro-SIPs with our portfolio expanding to urban, semi urban and rural parts of India. Enterprise Risk Management function plays an integral part in managing sustainability risk across all businesses. The Chief Risk Officer (CRO) guides and governs the sustainability strategy across the businesses.

The detailed Sustainability Report will be made available on the website of the Company at https://www.adityabirlacapital. com/investor-relations/sustainability-reports.

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India (“ICSI”) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has a Board approved code of conduct to regulate, monitor and report trading by Insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

Further details on the same are covered in the Corporate Governance Report, which forms part of this Annual Report.

AWARDS AND RECOGNITIONS

During the financial year under review, the Company and its Subsidiaries and Associate(s) have been felicitated with awards and recognitions across various functional areas which has been elaborated under Awards and Recognitions section in this Annual Report.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review:

i. there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

ii. t here was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iv. there was no issue of shares with differential rights.

v. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

vi. no significant or material orders were passed by the Regulators or Hon’ble Courts or Tribunals which impact the going concern status and Company’s operations in future.

vii. t here were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

viii. there was no failure to implement any Corporate Action.

ix. there were no borrowings from Banks or Financial Institution and no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

The Board takes this opportunity to express its appreciation for the support and co-operation extended by our various partners and other business associates. The Board gratefully acknowledges the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Board also acknowledges the support and contribution of Company’s bankers, Stock Exchanges, Registrar of Companies, Depositories, the Reserve Bank of India, Securities and Exchange Board of India, Central and State Governments and other regulatory bodies and the shareholders who have always supported and helped the Company to achieve our objectives.

The Board places on record its appreciation for the exemplary contribution made by the employees of the Company and its Subsidiaries and Associate(s) at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company’s and its Subsidiaries and Associate(s)’ growth.

By Order of the Board of Directors For Aditya Birla Capital Limited

Kumar Mangalam Birla

Date: 11^th May 2023 Chairman

Place: Mumbai DIN: 00012813

---

Mar 31, 2022

The Board of Directors of Aditya Birla Capital Limited (“your Company” or “the Company” or “ABCL”) is pleased to present the 15^th (Fifteenth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year ended 31^st March 2022 (“financial year under review”).

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company’s financial performance for the financial year ended 31^st March 2022 as compared to the previous financial year ended 31^st March 2021 is summarised below:

('' In Cr)
Particulars	Consolidated		Standalone
	2021-22 |	2020-21	2021-22	2020-21
Revenue from operations	22,229.91	19,254.27	452.71	107.89
Profit before share of Joint Venture Companies, exceptional items and Tax	1,945.82	1,277.28	419.05	72.29
Share of Profit of Associate/Joint Venture Companies	340.90	268.41	-	-
Profit/(Loss) before Tax	2,286.72	1,545.69	419.05	72.29
Tax Expense	626.65	440.04	74.36	(0.74)
Profit/(Loss) after Tax Attributable to:	1,660.07	1,105.65	344.69	73.03
Owners of the Company	1,705.97	1,126.54	344.69	73.03
Non-Controlling Interest	(45.90)	(20.89)	-	-
Other Comprehensive Income Attributable to:	(35.69)	60.19	0.03	0.25
Owners of the Company	(3.54)	26.57	0.03	0.25
Non-Controlling Interest	(32.15)	33.62	-	-
Total Comprehensive Income Attributable to:	1,624.38	1,165.84	344.72	73.28
Owners of the Company	1,702.43	1,153.11	344.72	73.28
Non-Controlling Interest	(78.05)	12.73	-	-
Profit/(Loss) attributable to owners of the Company	1,705.97	1,126.54	344.69	73.03

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards (“IND AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

For the financial year ended 31^st March 2022, on a Standalone basis revenue of the Company was ? 453 Crore and Net Profit was ? 345 Crore.

Key Highlights of the Company''s Consolidated Performance for the Financial Year Ended 31^st March 2022 are as under:

• Strong growth across businesses leading to deliver of highest ever consolidated profit despite being a Covid-hit year

• Consolidated Revenue: ? 22,230 Crore (grew 15 % year on year)

• Consolidated Net Profit: ? 1,706 Crore (grew 51% year on year)

• Active customer base at 35 Million (grew 36% year on year) aided by focus on granular retail growth across all businesses of the subsidiaries

• Overall AUM across asset management, life insurance and health insurance at over ? 3,70,608 Crore (grew 10% year on year)

• Overall lending book (NBFC and Housing Finance) at ~ ? 67,185 Crore (grew 11% year on year)

• Gross premium (across Life and Health Insurance) at ? 13,867 Crore (grew 25% year on year)

The financial results of the Company and its Subsidiaries are elaborated upon in the Management Discussion and Analysis Report, which forms part of this Annual Report.

ACCOUNTING METHOD

The Consolidated and Standalone Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

In accordance with the provisions of the Act, applicable Accounting Standards, the SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March 2022, together with the Auditors’ Report form part of this Annual Report.

The Audited Financial Statements (including the Consolidated Financial Statements) of the Company as stated above and the Financial Statements of each of the Subsidiaries of the Company, whose financials are consolidated with that of the Company, are available on the Company’s website at https://www.adityabirlacapital.com/Investor-Relations.

MATERIAL EVENTS DURING THE YEAR

Impact on the Business Continuity of the Company and Subsidiaries amidst the Spread of COVID-19

The outbreak of COVID-19 pandemic continued with the second wave and third wave during the financial year under review.

The Company and its Subsidiaries continued their operations under their respective Business Continuity Plans (BCP) and implemented a business normalisation plan thereby mitigating the business impact. While following COVID-19 protocols as mandated by the Authorities, the Company and its Subsidiaries gave utmost importance to the health and well being of its employees and continued the operations in business continuity mode using technology and digital tools at all levels.

Vaccination was identified as a key component in the fight against the COVID-19 pandemic. To safeguard the health of employees and their families, the Company also embarked on a vaccination drive for them and extended complete care and assistance during the pandemic.

Towards the end of the year, COVID-19 infections started ebbing and conditions started normalising resulting in resumption of normal business operations by the Company and its Subsidiaries in line with staggered relaxations notified by the Authorities. The details of BCP with reference to COVID-19 are covered comprehensively under the Business Continuity section.

HOLDING/SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES COMPANIES

Holding Company

During the financial year under review, Grasim Industries Limited continued to remain the Holding Company of the Company. Grasim Industries Limited is listed at BSE Limited and National Stock Exchange of India Limited. As per Regulation 16(1)(c) of SEBI Listing Regulations, the Company is considered as a Material Subsidiary of Grasim Industries Limited.

Subsidiaries

As a Core Investment Company, the Company is primarily a Holding Company and holds investments in its Subsidiaries. The Company conducts its business through its Subsidiaries in the various business segments in which they operate. As on 31^st March 2022, the Company had 19 (Nineteen) Indian Subsidiaries and 5 (Five) Foreign Subsidiaries (including step down Subsidiaries).

Provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to Subsidiaries were duly complied with to the extent applicable.

During the financial year under review, the major changes with respect to the Subsidiaries of the Company were as under:

• 3,88,80,000 equity shares of face value of ?5 each (which included 28,50,880 held by the Company) of Aditya Birla Sun Life AMC Limited (“ABSLAMC”), a material subsidiary of the Company were offered for sale in its initial public offer (IPO) at a price of ?712 per share. The IPO was fully subscribed and ABSLAMC’s equity shares were listed on the Stock Exchanges on 11^th October 2021. As at 31^st March 2022, the Company’s shareholding in ABSLAMC stood at 50.01%.

• On 31^st December 2021, ABCAP Trustee Company Private Limited (“ABCAP”), a wholly-owned Subsidiary of the Company (non-material and inoperative Subsidiary) filed an application for voluntary striking-off its name from the Register of Companies. As at 31^st March 2022, the notice for striking off in Form No. STK-7 under Section 248(5) of the Companies Act, 2013 is yet to be received.

• New Horizon Fund SPC (a Foreign Subsidiary of ABSLAMC), was deregistered with effect from 30^th September 2021. Hence, it ceased to be a step down Subsidiary of the Company.

MATERIAL SUBSIDIARIES

As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company’s website at https://www.adityabirlacapital. com/investor-relations/policies-and-code.

During the financial year under review, Aditya Birla Sun Life Insurance Company Limited, Aditya Birla Finance Limited, Aditya Birla Sun Life AMC Limited and Aditya Birla Housing Finance Limited were the Material Subsidiaries of the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.

JOINT VENTURES/ASSOCIATES

As per the provisions of the Act, the Company did not have any Joint Ventures/Associates during the financial year under review.

REGISTRATION AS A CORE INVESTMENT COMPANY ("CIC")¹

The Company is registered as a Non-Deposit taking Systemically Important - Core Investment Company (“CIC-ND-SI”) pursuant to the receipt of Certificate of Registration from the Reserve Bank of India ("RBI”) dated 16^th October 2015, under Section 45-IA of the Reserve Bank of India Act, 1934 (“RBI Act”) and Master Direction - Core Investment Companies (Reserve Bank) Directions 2016 as amended (“RBI Master Directions”).

TRANSFER TO RESERVES

For the financial year ended 31^st March 2022 an amount of ? 68.94 Crore was transferred to Special Reserve in terms of Section 45-IC of the RBI Act.

DIVIDEND

The Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, the Company has formulated and adopted a Dividend Distribution Policy. The policy is available on the Company’s website at https://www. aditvabirlacapital.com/investor-relations/policies-and-code.

SHARE CAPITAL

As on 31^st March 2022, the Company’s paid-up Equity Share Capital was ?24,16,31,19,860 divided into 2,41,63,11,986 Equity Shares of ?10 each.

During the financial year under review, the Company allotted 2,99,715 Equity Shares pursuant to exercise of Stock Options and Restricted Stock Units granted under ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017 and 7,34,293 Equity Shares pursuant to exercise of Stock Options, Restricted Stock Units and Performance Restricted Stock Units granted under Aditya Birla Capital Limited Employee Stock Option Scheme 2017 respectively (collectively referred as “ESOP Schemes”).

Pursuant to the allotment of Equity Shares under the aforesaid ESOP Schemes, the paid-up Equity Share Capital of the Company increased from ?24,15,27,79,780 as on 31^st March 2021 to ?24,16,31,19,860 as on 31^st March 2022.

Mr. Amber Gupta, Company Secretary and Compliance Officer of the Company has been appointed as the Nodal Officer and Mr. Pramod Bohra, Joint Vice President, has been appointed as the Deputy Nodal Officer for and on behalf of the Company for the purpose of verification of claims and co-ordination with Investor Education and Protection Fund Authority.

Their details are available on the website of the Company at https://www.adityabirlacapital.com/investor-relations/ shareholder-centre.

DEPOSITORY

As on 31^st March 2022, out of the Company’s paid-up Equity Share Capital comprising of 2,41,63,11,986 Equity Shares, 2,38,88,49,562 Equity Shares (98.86%) were held in dematerialised mode.

The Company’s Equity Shares are compulsorily tradable in electronic form.

RESOURCE MOBILISATION

During the financial year under review, no funds have been mobilised by way of Non-Convertible Debentures (NCD) or Term Loans/Working Capital Demand Loan (WCDL) from banks or through Commercial Paper. The Company is a debt free Company.

INVESTMENT IN SUBSIDIARIES

During the year under review, the Company subscribed to Equity Share Capital in the following Subsidiaries:

Amount of capital Infused

Name of Subsidiary

'' (Equity Shares) ('' in Cr)

Aditya Birla Health Insurance Co. Limited 222.87

Further, details of investment in Subsidiaries are stated in the notes to the Financial Statements forming part of this Annual Report.

CREDIT RATING

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the financial year under review.

However, the Company has continued to avail the below ratings from Credit Rating agencies to meet any unforeseen fund requirements and ensure continuation of ratings through any of the following instruments:

Sr. No.	Nature of Instrument	Name of the Instrument	Name of Credit Rating Agency	Amount Rated ('' in Cr)	Current Rating
1	Short Term	Commercial	CRISIL	300	A1
	Instrument	paper
2	Short Term	Commercial	ICRA Ltd	300	A1
	Instrument	paper
3	Long Term	Non-	ICRA Ltd	200	AAA
	Instrument	Convertible
		Debenture

PUBLIC DEPOSITS

The Company, being a CIC-ND-SI, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The Company is registered as a Core Investment Company with RBI. Thus, particulars of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are not applicable to the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is a Core Investment Company investing in Subsidiaries, the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

However, some of the steps taken by the Company along with its Subsidiaries for conservation of energy include:

• The Company and its Subsidiaries are committed to reducing negative environmental impact.

• The Company along with Subsidiaries tied up with ViaGreen, an organisation that helps us in waste management and recycling.

• Most of the offices of the Company and its Subsidiaries have installed LED lights making them very energy-efficient Rooftop solar panel has been installed at Bengaluru and Pune offices.

• As a step towards further reducing the environmental impact, the documents for Board and Committee meetings of the Company and its Subsidiaries are transmitted electronically using a secure web-based application, thereby saving paper.

• The energy saving measures taken also include selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities across all offices to reduce the need of employee travel, digital learning initiatives for employees, optimised usage of lights and continuous monitoring and control of the operations of the air conditioning equipment as well as elimination of non-recyclable plastic in offices.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial year under review as well as during the previous financial year. The foreign exchange outgo during the financial year under review was ?0.09 Crore as compared to ?0.51 Crore, during the previous financial year.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure I to this report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard or send an email to abc.secretarial@ adityabirlacapital.com.

BUSINESS RESPONSIBILITY REPORT

The Company forms part of the top 1000 listed entities on BSE and NSE as on 31^st March 2022. Accordingly pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility Report forms part of this Annual Report, describing the initiatives taken by the Company and its Subsidiaries from environmental, social and governance perspective. The report is also available on the Company’s website at https://www. adityabirlacapital. com/%20investor-relations/financial-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

EMPLOYEE STOCK OPTION PLAN

Employee Stock Options have been recognised as an effective instrument to attract talent and align the interest of employees with that of the Company, providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees, thereby acting as a retention tool.

In view of the above, the Company had formulated “Aditya Birla Capital Limited Employee Stock Option Scheme 2017” (“Scheme 2017”) for the employees of the Company and its Subsidiaries.

The Company also adopted “ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017” (“ABCL Incentive Scheme”) (collectively referred to as the “ESOP Schemes”), pursuant to the Composite Scheme of Arrangement between erstwhile Aditya Birla Nuvo Limited and Grasim Industries Limited and the Company and their respective Shareholders and Creditors.

The aforesaid ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (collectively referred to as "SEBI (SBEB) Regulations").

The Company also adopted “Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019” (“SARs Scheme 2019”), which is a cash based plan linked to the actual stock price movement over the plan tenure. Further details on the same

are provided in the Corporate Governance Report which forms part of this Annual Report.

There were no material changes made to the aforesaid schemes during the financial year under review.

The details/disclosure(s) on the aforesaid ESOP Schemes as required to be disclosed under the SEBI (SBEB) Regulations are available on the Company’s website at https://www. adityabirlacapital. com/investor-relations/financial-reports.

Certificates from the Secretarial Auditors on the implementation of the ESOP Schemes will be made available via electronic mode at the ensuing 15^th (Fifteenth) Annual General Meeting (“AGM”) of the Company for inspection by the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The requisite certificate from M/s. Makarand M. Joshi & Co., Practising Company Secretaries on compliance with the requirements of Corporate Governance forms part of this Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES

A report on the performance and financial position of each of the Company’s Subsidiaries as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in the prescribed Form AOC-1 is attached as Annexure II to the Board’s Report.

RISK MANAGEMENT

Risk Management is at the core of our business and ensuring we have the right risk-return trade-off in line with our risk appetite is the essence of our Risk Management practices while looking to optimise the returns that go with that risk.

The Board has constituted a Risk Management Committee as required under RBI Master Directions read with Regulation 21 of the SEBI Listing Regulations to frame, implement and monitor the Risk Management Plan of the Company.

The Company has in place a Risk Management Policy ("RMC Policy") which has been uploaded on the website of the Company at https://www.adityabirlacapital.com/investor-relations/policies-and-code.

The objectives and the scope of the Risk Management Committee broadly include:

• Risk Identification;

• Risk Assessment;

• Risk Response and Risk Management Strategy; and

• Risk Monitoring, Communication and Reporting.

The Management Discussion and Analysis Report sets out the risks identified and the mitigation plans thereof.

The financial year 2020-21 witnessed disruption and challenges due to the pandemic and consequent lockdowns which continued in financial year 2021-22 also. The Company and its Subsidiaries showed good resilience due to the strong Business Continuity Plan and Pandemic Plans in place.

The Company is a Core Investment Company and its operations are limited to those of a Core Investment Company. The risks therefore largely relate to investments made in its Subsidiaries. The operations of each of the Subsidiaries, the risks faced by them and the risk mitigation tools used to manage them are reviewed periodically by their Risk Management Committees and Boards of Directors. The same are also reviewed by the Risk Management Committee and Board of Directors of the Company.

Over the years, the Company and its Subsidiaries have built a strong Risk Management Framework supported by well-established policies and procedures and a talented pool of Risk Professionals. The Company was able to face the unprecedented challenges during the year and emerged stronger during these turbulent times due to some of these policies and frameworks.

The Subsidiaries of the Company also have well-established Risk Management Frameworks designed to identify, assess, monitor and mitigate risks inherent in their business. The framework enables effective Risk Management through a structure of Committees, policies, internal controls and reporting.

The organisational structure to manage the risk consists of “Three lines of defense”:

First is: Line Management (Functional Heads) to ensure that accountability and ownership is as close as possible to the activity that creates the risks;

Second is: Risk Oversight including the Risk and Compliance Function and Risk Management Committee;

Third is: Independent Assurance through Internal Audits being conducted under the supervision of the Audit Committee.

Risk Management Committee, Asset Liability Management Committee, Investment Committee and Audit Committee have been set-up to ensure monitoring of risks and provide Governance as applicable. These Committees are prima facie governed by their Charters.

Business Continuity

The Company and its Subsidiaries have well-documented Business Continuity Management Programmes which have been designed to ensure continuity of critical processes during any disruption.

The continual disruptions caused by the COVID-19 pandemic and frequent lockdowns tested the Business Continuity Plan of the Company and its Subsidiaries. Nevertheless, the Company and its Subsidiaries continued to operate in line with the procedures outlined in its Business Continuity Plan, which was modified to take care of the evolving situation and a Pandemic Plan was developed keeping in view the interest of various stakeholders like employees, customers, partners, distributors, etc. within the overall regulatory requirements and guidelines. As a result, the Company and its Subsidiaries were able to continue to operate and serve customers while taking care of the health of their employees.

The Business Continuity Plan was also supplemented with a Business Normalisation plan. This enabled the Company and its Subsidiaries to resume Business Operations wherever the conditions had normalised. As the COVID-19 pandemic continues to evolve, the efforts will be to support an effective return to work while ensuring safety of employees, distribution partners and customers.

The world seems to be moving beyond the Pandemic now and all the offices of the Company and its Subsidiaries have resumed normal business operations from their offices located throughout the country. However, there is still an element of uncertainty from different COVID variants emerging globally. We continue to monitor the situation and will act in the best interest of our stakeholders based on how things evolve.

In view of the increased move to digital and adoption of new technologies, there was a continued focus on Cyber Security and the Company and its Subsidiaries continued to invest in a strong Cyber Defence Programme.

The Risk Management teams of the Company and its Subsidiaries are keeping a look out on emerging Risk landscape and revisiting our strategies to deal with these Risks and also to capitalise upon the opportunities presented in the new scenario.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arm’s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its

Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in Form AOC-2 under Section 134(3)(h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for Related Party Transactions (“RPTs”) including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm’s length. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs on a consolidated basis are submitted to the Stock Exchanges on a half-yearly basis and published on the Company’s website at https://www.adityabirlacapital.com/ investor-relations/announcements-and-updates.

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large.

The details of transactions with related parties of the Company for the financial year under review, are given in notes to the Financial Statements, which form part of this Annual Report.

During the year under review, Securities and Exchange Board of India ("SEBI") has notified amendments to Regulation 23 of SEBI Listing Regulations which came into effect from 1^st April 2022. The Policy on Related Party Transactions was amended with effect from 1^st April 2022 to align with the amended provisions and is available on the Company’s website at https://www. aditvabirlacapital.com/investor-relations/policies-and-code.

INTERNAL FINANCIAL CONTROLS

The Company and its Subsidiaries have well-established internal control systems in place which are commensurate with the nature of its business and size, scale and complexity of its operations. Standard Operating Procedures (SOP) and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated.

The Company along with its Subsidiaries also periodically engage outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an adequate Internal Audit Framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organisation’s Risk Management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a Risk Based Internal Audit (RBIA) approach.

The Company has implemented a RBIA Programme in accordance with the requirements of RBI circular dated 3^rd February 2021. Internal audits are undertaken on a periodic basis to independently validate the existing controls as per scope assigned to the Internal Audit Function. The Internal audit program is approved by the Audit Committee at the beginning of the year to ensure that the coverage of the areas is adequate. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, Directors of the Company state that:-

i) in the preparation of the Annual Accounts for the financial year ended 31^st March 2022, the applicable Accounting Standards have been followed and there were no material departures from the same;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2022 and of the profit/loss of the Company for the financial year ended on that date;

iii) the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts on a ‘going concern basis’;

Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ajay Srinivasan, Chief Executive Officer (CEO), Mrs. Pinky Mehta, Chief Financial Officer (CFO) and Mr. Amber Gupta, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

Fit and Proper Criteria

All the Directors meet the fit and proper criteria stipulated under the RBI Master Directions, as amended.

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of the Company comprises contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company provided by them, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination, Remuneration and Compensation Committee and the Board of Directors have carried out an annual performance evaluation of the Board, performance of various Committees of the Board, Individual Directors, and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees’ terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 7 (Seven) times on 14^th April 2021, 14^th May 2021, 16^th June 2021, 5^th August 2021, 23^rd September 2021, 1^st November 2021 and 3^rd February 2022.

v) the Directors had laid down Internal Financial Controls and that such Internal Financial Controls were adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-Appointment / Resignation of Directors

As on 31^st March 2022, the Board of Directors of the Company (“the Board”) comprised 8 (Eight) Directors including 1 (One) woman Director.

No Director was appointed/has resigned from the Board during the financial year under review.

Retirement by Rotation

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Mr. Kumar Mangalam Birla (DIN: 00012813), Non-Executive Non-Independent Director retires from the Board by rotation and being eligible, offers himself for re-appointment at the ensuing AGM of the Company.

The Nomination, Remuneration and Compensation Committee of the Company and the Board of Directors have recommended the re-appointment of Mr. Kumar Mangalam Birla.

The information as required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations in case of re-appointment of Mr. Kumar Mangalam Birla is provided in the Notice of the ensuing AGM.

Declaration by Independent Directors

All Independent Directors have submitted their declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold the highest standards of integrity.

All Independent Directors of the Company have registered their name in the data bank maintained with the Indian Institute of

Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

The Company has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and RBI Master Directions.

During the financial year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of the Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of the Company.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

Nomination, Remuneration and Compensation Committee

The Company has constituted a Nomination, Remuneration and Compensation Committee (“NRC”), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and RBI Master Directions.

Further details on the NRC, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

The NRC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, which is attached as Annexure III to the Board’s Report and the same is uploaded on the website of the Company at https://www.adityabirlacapital. com/investor-relations/policies-and-code.

Other Committees

The Board of Directors has also constituted the following Committees:

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

• PIT Regulations Committee

• IT Strategy Committee

• Asset Liability Management Committee

• Asset Monetisation Committee

More information on all of the above Committees including details of their Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 for the Company for the financial year 2021-22 is available on the Company’s website at https://www.adityabirlacapital.com/investor-relations/ financial-reports.

AUDITORS

Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, SEBI (Listing Regulations) and Circular no. RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated 27^th April 2021 issued by RBI on Guidelines for appointment of Statutory Auditors (“RBI Circular”) as amended, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a term of 3 (Three) years from the conclusion of 14^th (Fourteenth) AGM till the conclusion of 17^th (Seventeenth) AGM of the Company.

The Company has received a letter from B S R & Co. LLP, confirming that they are not disqualified from continuing to act as Statutory Auditors of the Company and they comply with the eligibility criteria/requirements specified under the RBI Circular for FY 2022-23.

The observation(s) made in the Auditor’s Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makarand M. Joshi & Co., Practising Company Secretaries, to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. Makarand M. Joshi & Co., Company Secretaries, is attached as Annexure IV to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year under review will be submitted to the Stock Exchanges and uploaded on the website of the Company at https://www. adityabirlacapital.com/investor- relations/announcements-and-updates.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the Company’s website at https://www.adityabirlacapital. com/investor-relations/policies-and-code.

During the financial year under review, the Company was not required to make any expenditure towards CSR projects, in absence of average net profit for three immediately preceding financial years calculated in accordance with the provisions of Section 198 of the Act. Accordingly, no CSR activity was undertaken by the Company. Considering that the Company was not required to contribute any amount towards CSR activities, report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been furnished.

Further details on the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a Whistle blower policy/vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report.

The said policy is available on the Company’s website at https://www.adityabirlacapital.com/investor-relations/ policies-and-codes.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment of women employees. The Company has complied with the provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RBI REGULATIONS

The Company has complied with all the regulations of RBI to the extent applicable as a CIC-ND-SI.

During the year under review, RBI has issued guidelines for Framework for Scale Based Regulation for Non-Banking Financial Companies (“SBR Framework”) which will be effective from 1^st October 2022. As per the SBR Framework, the Company being a Core Investment Company shall be classified under Middle Layer. The Company shall comply with the regulatory guidelines applicable to NBFCs in Middle Layer, as may be issued by RBI from time to time.

HUMAN RESOURCES

The Company along with its Subsidiaries has always aspired to be an organisation and a workplace which attracts, retains and provides a canvas for talent to operate. Its vision of being a leader and a role model in a broad based and integrated financial services business and a culture that is purpose driven gives meaning to our people.

We believe that meaning at work is created when people relate to the purpose of the organisation, feel connected to their leaders and have a sense of belonging. Our focus stays strong on providing our people a work environment that welcomes diversity, nurtures positive relationships, provides challenging work assignments and provides opportunities based on meritocracy for people to grow and build their careers with us in line with their aspirations.

As on 31^st March 2022, the employee strength of the Company was 27 and along with the Subsidiaries it had 30,878 employees.

The workforce along with Subsidiaries comprises of more than 68% millennials and 27% women as on 31^st March 2022.

Talent Management

Building a strong future ready talent pool and robust leadership succession pipeline continue to be priority areas for us in Talent Management. We continued to give prominence to identifying and developing our high potential employees across every line of business and have steered towards more holistic, comprehensive and future oriented development interventions for them. We have immense focus on creating well rounded leaders who are passionate about value creation for customers and execution excellence.

Significant attention has been given to greater alignment, synergies and stronger collaboration amongst businesses and leaders across levels.

In the last 2 years:

• More than 100 members have undergone capability building in the areas of Breakthrough Thinking and Innovation

• Cross functional teams led by our Senior Management team are working towards launching new initiatives to augment service excellence

• More than 50% of identified successors in middle and senior management moved into their destination roles

• 60 members from our talent pool in middle management were covered in our flagship leadership development program preparing them to take on larger roles.

Additionally, focus on building future ready skills in the areas of Digital, Technology, Risk and Analytics has been ongoing for last year. Through various initiatives and partnerships with global organisations, we have continued our focus on building skills in these areas.

Employee Wellness and Engagement

Our endeavour to provide a happy, vibrant and engaging work environment continued this year. We welcomed employees back to work and significant attention was given to help them restart and settle comfortably through support mechanisms and flexibility.

Revitalising a culture of connect and camaraderie has been yet another area of significant attention for us. Bringing people together through events, townhalls, leadership connect sessions and celebration of milestones enabled this.

Our leaders and managers across levels are also deeply involved in identifying and implementing actions towards enhancing employee engagement, the results of our employee engagement survey serving as input for this.

We are also reinforcing the importance of health and wellbeing through wellness programs and initiatives. We continued to support our employees and their family members through medical infrastructure support and assistance programs during Wave 2 and 3 of COVID. Assisting employees and their family members get access to the COVID vaccine was of prime importance. Through exclusive vaccination camps across our office locations in India, we ensured a smooth and seamless process for our employees and their family members to get vaccinated.

Our comprehensive wellness program for employees launched last year gained impetus and saw greater uptake. With wider offerings and health management initiatives, our aim is to ensure that every employee invests in improving their health and wellness.

Learning

The Company’s and its Subsidiaries’ philosophy is to provide every employee with continuous opportunities to learn & grow. our learning interventions create an organisation wide impact as these are focused on enabling employees to do better at work.

An AI enabled learning app provides employees easy access to super personalised content that meets their unique individual requirements. More than 31,000 relevant courses, videos & webinars were hosted on Gyanodaya Virtual Campus (GVC) which is Aditya Birla Group’s e-Learning platform for employees. Employees leveraged these resources to enhance their skills and knowledge.

Additionally, with more than 3,000 E Learning courses, 25,000 video-based modules and 2,000 micro-learning modules, & 1,400 Sustainability courses our employees have the flexibility to learn anytime and from anywhere. While self-paced learning is available 24x7x365, one can also attend live virtual instructor led sessions through our in-house corporate university-ABC University. It creates and delivers need-based learning solutions on behaviour, sales effectiveness, functional and leadership development.

SUSTAINABILITY

Sustainability is one of the key focus areas for us and being a CIC, the Company drives the sustainability practices in its Subsidiaries, centrally. The sustainability efforts are aligned with Aditya Birla Group’s sustainability strategy and purpose statement. The Company has identified three main categories to implement sustainability across its Subsidiaries namely,

Environment, Social and Governance. We have introduced 25 industry specific ESG score cards based on UN’s Equator Principles in the infrastructure lending business. One of our subsidiaries raised Rs. 1,000 Crore in green loan from International Finance Corporation to finance renewable energy projects. Through its Subsidiary, the Company has also launched an ESG focused equity fund with an AUM of more Rs. 1,000 crores as of March 31, 2022. Financial inclusion and serving the under banked has been a key focus area for our Subsidiaries which are engaged in lending to SMEs, supply chain finance for small vendors, affordable housing, rural insurance and micro-SIPs with our portfolio expanding to urban, semi urban and rural parts of India. Enterprise Risk Management function plays an integral part to manage sustainability risk across all businesses, Chief Compliance and Risk Officer (CCRO) guides and governs the sustainability strategy across the businesses, the governance policies of all our Subsidiaries are uniform.

The detailed Sustainability Report will be made available on the website of the Company at https://www.adityabirlacapital. com/investor-relations/sustainability-reports.

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India (“ICSI”) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has a Board approved code of conduct to regulate, monitor and report trading by Insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

Further details on the same are covered in the Corporate Governance Report, which forms part of this Annual Report.

AWARDS AND RECOGNITIONS

During the financial year under review, the Company and its Subsidiaries have been felicitated with awards and recognitions across various functional areas which has been elaborated under Awards and Recognitions section in this Annual Report.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review:

i. there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

ii. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iv. there was no issue of shares with differential rights.

v. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

vi. no significant or material orders were passed by the Regulators or Hon’ble Courts or Tribunals which impact the going concern status and Company’s operations in future.

vii. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

viii. there was no failure to implement any Corporate Action.

ix. there were no borrowings from Banks or financial institution.

ACKNOWLEDGEMENTS

The Directors take this opportunity to express their appreciation for the support and co-operation extended by our various partners and other business associates. The Directors gratefully acknowledge the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Board also acknowledges the support and contribution of Company’s bankers, Stock Exchanges, Registrar of Companies, Depositories, the Reserve Bank of India, Securities and Exchange Board of India, Central and State Governments and other regulatory bodies and the shareholders who have always supported and helped the Company to achieve our objectives.

The Directors place on record their appreciation for the exemplary contribution made by the employees of the Company and its Subsidiaries at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company’s and its Subsidiaries’ growth.

By order of the Board of Directors For Aditya Birla Capital Limited

Kumar Mangalam Birla

Date: 12^th May 2022 Chairman

Place: Mumbai DIN: 00012813

1

(Statutory Disclaimer: Please note that RBI does not accept any responsibility or guarantee of the present position as to the financial soundness of the Company or the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/discharge of liabilities by the Company.)

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Mar 31, 2021

The Board of Directors of Aditya Birla Capital Limited (“your Company” or “the Company” or “ABCL”) is pleased to present the 14^th (fourteenth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of your Company for the financial year ended 31^st March 2021 (“financial year under review”).

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

Your Company’s financial performance for the financial year ended 31^st March 2021 as compared to the previous financial year ended 31^st March 2020 is summarised below:

('' In Cr)
Particulars	Consolidated		Standalone
	2020-21	2019-20	2020-21	2019-20
Revenue from operations	19,247.79	16,691.18	107.89	199.82
Profit before share of Joint Venture Companies, exceptional items and Tax	1,277.28	1,038.81	72.29	56.82
Share of Profit / (Loss) of Joint Venture Companies	268.41	250.92	-	-
Exceptional Items	-	(9.99)	-	(29.17)
Profit / (Loss) before Tax	1,545.69	1,279.74	72.29	27.65
Tax Expense	440.04	413.63	(0.74)	(2.20)
Profit / (Loss) after Tax Attributable to:	1,105.65	866.11	73.03	29.85
Owners of the Company	1,126.54	919.78	73.03	29.85
Non-Controlling Interest	(20.89)	(53.67)	-	-
Other Comprehensive Income Attributable to:	60.19	74.63	0.25	(0.46)
Owners of the Company	26.57	24.18	0.25	(0.46)
Non-Controlling Interest	33.62	50.45	-	-
Total Comprehensive Income Attributable to:	1,165.84	940.74	73.28	29.39
Owners of the Company	1,153.11	943.96	73.28	29.39
Non-Controlling Interest	12.73	(3.22)	-	-
Profit / (Loss) attributable to owners of the Company	1,126.54	919.78	73.03	29.85

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards (“IND AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

For the financial year ended 31^st March 2021, on a Standalone basis revenue of the Company was '' 107.89 Crore and Net Profit was '' 73.03 Crore.

Key Highlights of the Company''s Consolidated performance for the financial year ended 31^st March 2021 are as under:

• Strong growth across businesses leading to delivery of highest ever consolidated profit despite a Covid-hit year

• Consolidated Revenue: ? 19,248 Crore (grew 15% year on year)

• Consolidated Net Profit: ? 1,127 Crore (grew 22% year on year)

• Active customer base at 24 million (grew 22% year on year) aided by focus on granular retail growth across all businesses of the subsidiaries

• Overall AUM across asset management, life insurance and health insurance at over ? 3,35,000 Crore (grew 10% year on year)

• Overall lending book (NBFC and Housing Finance) at ~ ? 60,000 Crore (grew 2% year on year)

• Gross premium (across Life and Health Insurance) at ? 11,076 Crore (Grew 25% year on year)

The financial results of the Company and major Subsidiaries are elaborated in the Management Discussion and Analysis Report, which forms part of this Annual Report.

ACCOUNTING METHOD

The Consolidated and Standalone Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

In accordance with the provisions of the Act, applicable Accounting Standards, the SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March 2021, together with the Auditors’ Report forms part of this Annual Report.

The Audited Financial Statements (including the Consolidated Financial Statements) of the Company as stated above and the Financial Statements of each of the Subsidiaries of the Company, whose financials are consolidated with that of the Company, are available on the Company’s website at https://www.adityabirlacapital.com/Investor-Relations.

MATERIAL EVENTS DURING THE YEAR

Impact on the Business Continuity of the Company and Subsidiaries amidst the spread of COVID-19

The outbreak of COVID-19 pandemic has severely impacted social and economic activities across the World. WHO has declared COVID-19 as a global Pandemic. The Government of India, as a preventive measure to contain the spread of COVID-19 and to flatten the curve, declared a nationwide lockdown from 24^th March 2020 and took various measures to control the spread of infection.

The continual disruptions caused by the COVID-19 pandemic and frequent lockdowns led to a difficult situation. The Company and its Subsidiaries responded proactively to these challenges posed by lockdown by activating their respective Business Continuity Plans (BCP). As a result, all the critical activities could be managed with employees working from home with the required controls being in place.

The Company and its Subsidiaries have since been able to reduce the impact of lockdown by taking a slew of measures including digitally enabling the front end sales force, all support functions working from Home, reducing costs, etc. Overall, the

Company and its Subsidiaries could ensure seamless servicing of customers without any major issues during the crisis through constant focus on a robust digital strategy. The details of BCP with reference to COVID-19 are covered comprehensively under the Business Continuity section.

HOLDING/SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES COMPANIES

Holding Company

During the financial year under review, Grasim Industries Limited continued to remain the Holding Company of your Company. Grasim Industries Limited is listed at BSE Limited and National Stock Exchange of India Limited. As per Regulation 16(c) of SEBI Listing Regulations, your Company is considered as a Material Subsidiary of Grasim Industries Limited.

Subsidiaries

As a Core Investment Company, the Company is primarily a Holding Company and holds investments in its Subsidiaries. The Company conducts its business through its Subsidiaries in the various business segments in which they operate. As on 31^st March 2021, the Company had 19 (Nineteen) Indian Subsidiaries and 6 (Six) Foreign Subsidiaries (including step down Subsidiaries).

Provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to Subsidiaries were duly complied to the extent applicable.

During the financial year under review, the major changes with respect to the Subsidiaries of your Company were as under:

• Aditya Birla Sun Life AMC Limited (“ABSLAMC”), a material subsidiary of the Company, filed a draft red herring prospectus (‘DRHP’) dated 19^th April 2021 with the Securities and Exchange Board of India for an initial public offering by way of an offer for sale (“IPO”) of up to 3,88,80,000 equity shares of face value of ?5 each constituting up to 13.50% of the paid-up share capital of ABSLAMC, subject to relevant approvals as required and other considerations. The above IPO comprises of an offer for sale of up to 28,50,880 equity shares of face value of ?5 each held by your Company in ABSLAMC.

• Pursuant to Regulation 24(5) of the SEBI Listing Regulations, approval of the Members of the Company by way of special resolution is being sought through postal ballot notice dated 7^th May 2021 for potential dilution, sale of stake or reduction of shareholding of the Company to less than or equal to fifty percent of the paid up capital in Aditya Birla Sun Life AMC Limited, as may be applicable on such terms and

conditions as deemed fit by the Board of Directors. The result of the above postal ballot shall be announced on or before 11^th June 2021. Further details are provided in the Corporate Governance Report which forms part of this Annual Report.

• Aditya Birla Capital Investments Private Limited, a nonmaterial subsidiary of the Company, was voluntarily struck off from the Registrar of Companies being non-operational and inoperative, with effect from 25^th February 2021 and hence ceased to be a subsidiary of the Company.

MATERIAL SUBSIDIARIES

As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company’s website at https://www.adityabirlacapital. com/Investor-Relations/Policies-and-Codes.

During the financial year under review, Aditya Birla Sun Life Insurance Company Limited, Aditya Birla Finance Limited, Aditya Birla Sun Life AMC Limited and Aditya Birla Housing Finance Limited were the material subsidiaries of the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.

JOINT VENTURES/ ASSOCIATES

As per the provisions of the Act, the Company did not have any Joint Ventures/ Associates during the financial year under review.

REGISTRATION AS A CORE INVESTMENT COMPANY

("CIC”) ^ref^er footnote

The Company is registered as a Non-Deposit taking Systemically Important - Core Investment Company (“CIC-ND-SI”) pursuant to the receipt of Certificate of Registration from the Reserve Bank of India dated 16^th October 2015, under Section 45-IA of the Reserve Bank of India Act, 1934 (“RBI Act”) and Master Direction - Core Investment Companies (Reserve Bank) Directions 2016 as amended (“RBI Master Directions”).

TRANSFER TO RESERVES

For the financial year ended 31^st March 2021 an amount of ?14.66 Crore was transferred to Special Reserve in terms of Section 45-IC of the Reserve Bank of India Act, 1934.

DIVIDEND

Your Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, your Company has formulated and adopted a Dividend Distribution Policy. The policy is available

on your Company’s website at https://www.adityabirlacapital. com/investor-relations/policies-and-codes.

SHARE CAPITAL

As on 31^st March 2021, the Company’s paid-up Equity Share Capital was ?24,15,27,79,780 divided into 2,41,52,77,978 Equity Shares of ?10 each.

During the financial year under review, the Company allotted 4,31,754 Equity Shares pursuant to exercise of Stock Options and Restricted Stock Units granted under ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017 and 10,85,516 Equity Shares pursuant to exercise of Stock Options, Restricted Stock Units and Performance Restricted Stock Units granted under Aditya Birla Capital Limited Employee Stock Option Scheme 2017 respectively (“ESOP Schemes”).

Pursuant to the allotment of Equity Shares under the aforesaid ESOP Schemes, the paid-up Equity Share Capital of the Company increased from ?24,13,76,07,080 as on 31^st March 2020 to ?24,15,27,79,780 as on 31^st March 2021.

Mr. Amber Gupta, Company Secretary and Compliance Officer of the Company has been appointed as the Nodal Officer and Mr. Pramod Bohra, Joint Vice President, has been appointed as the Deputy Nodal Officer for and on behalf of the Company for the purpose of verification of claims and co-ordination with Investor Education and Protection Fund Authority.

Their details are available on the website of the Company at https://www.adityabirlacapital.com/investor-relations/ shareholder-centre.

DEPOSITORY

As on 31^st March 2021, out of the Company’s paid-up Equity Share Capital comprising of 2,41,52,77,978 Equity Shares, 2,38,45,52,256 Equity Shares (98.73%) were held in dematerialised mode.

The Company’s Equity Shares are compulsorily tradable in electronic form.

RESOURCE MOBILISATION

During the financial year under review, no funds have been mobilised by way of Non-Convertible Debentures (NCD), Term Loans / Working Capital Demand Loan (WCDL) from banks or through Commercial Paper.

INVESTMENT IN SUBSIDIARIES

During the year under review, the Company subscribed to equity share capital in the following Subsidiaries:

Name of Subsidiary	Amount of capital Infused (Equity shares) ('' in Cr)
Aditya Birla Health Insurance Co. Limited	163.20
ABCAP Trustee Company Private Limited	0.02

Further, details of investment in subsidiaries are stated in the notes to the financial statements forming part of this Annual Report.

CREDIT RATING

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the financial year under review.

However the Company has continued to avail the below ratings from Credit Rating agencies to meet any unforeseen fund requirements and ensure continuation of ratings through any of the following instruments:

Sr. No.	Nature of Instrument	Name of the Instrument	Name of Credit Rating Agency	Amount Rated	Current Rating
1	Short Term Instrument	Commercial paper	CRISIL	300	A1
2	Short Term Instrument	Commercial paper	ICRA Ltd	300	A1
3	Long Term Instrument	Non Convertible Debenture	ICRA Ltd	200	AAA

PUBLIC DEPOSITS

The Company, being a Non-Deposit taking Systemically Important Core Investment Company, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The Company is registered as a Core Investment Company with Reserve Bank of India. Thus, particulars of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are not applicable to the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is a Core Investment Company carrying out its activities through its Subsidiaries, the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

However, some of the steps taken by the Company along with its Subsidiaries for conservation of energy include:

• The Company and its Subsidiaries are committed to reducing negative environmental impact.

• The Company along with Subsidiaries tied up with ViaGreen, an organization that helps us in waste management and recycling.

• Most of the offices of the Company and its subsidiaries have installed LED lights making them very energy-efficient. Further, our first rooftop solar panel was installed at Bengaluru offices. Similar renewable energy installations in other office buildings will be taken up in future.

• As a step towards further reducing the environmental impact, the documents for Board and Committee meetings of the Subsidiaries are transmitted electronically using a secure web-based application, thereby saving paper.

• The energy saving measures also include selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities across all offices to reduce the need of employee travel, digital learning initiatives for employees, optimised usage of lights and continuous monitoring and control of the operations of the air conditioning equipment as well as elimination of non-recyclable plastic in offices.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial year under review as well as during the previous financial year. However, the foreign exchange outgo during the financial year under review was ?0.51 Crore as compared to ?0.17 Crore, during the previous financial year.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure I to this report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of your Company whose email address(es) are registered with the Company / Depository Participants via electronic mode, excluding the aforesaid details which shall be made available for inspection by the Members via electronic mode. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard or send an email to [email protected].

BUSINESS RESPONSIBILITY REPORT

Your Company forms part of the top 1000 listed entities on BSE Limited and National Stock Exchange of India Limited as on 31^st March 2021. Accordingly pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility Report forms part of this Annual Report, describing the initiatives taken by the Company and its Subsidiaries from environmental, social and governance perspective. The report is also available on your Company’s website at https://www.adityabirlacapital. com/%20investor-relations/financial-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

EMPLOYEE STOCK OPTION PLAN

Employee Stock Options have been recognised as an effective instrument to attract talent and align the interest of employees with that of the Company, providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees, thereby and acting as a retention tool.

In view of the above, your Company had formulated “Aditya Birla Capital Limited Employee Stock Option Scheme 2017” (“Scheme 2017”) for the employees of the Company and its Subsidiaries.

Your Company also adopted “ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017” (“ABCL Incentive Scheme”), pursuant to the Composite Scheme of Arrangement between erstwhile Aditya Birla Nuvo Limited and Grasim Industries Limited and the Company and their respective Shareholders and Creditors.

The aforesaid ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Your Company also adopted “Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019” (“SARs Scheme 2019”), which is a cash based plan linked to the actual stock price movement over the plan tenure. Further details on the same are provided in the Corporate Governance Report which forms part of this Annual Report.

There were no material changes made to the aforesaid schemes during the financial year under review.

The details/disclosure(s) on the aforesaid Employee Stock Option Scheme(s) as required to be disclosed under the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the Company’s website at https://www.adityabirlacapital. com/investor-relations/financial-reports.

Certificates from the Statutory Auditors on the implementation of your Company’s Employee Stock Option Scheme(s) will be made available via electronic mode at the ensuing 14^th (Fourteenth) Annual General Meeting (“AGM”) of the Company for inspection by the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The requisite certificate from M/s. Makarand M. Joshi & Co., Practising Company Secretaries on compliance with the requirements of Corporate Governance is attached as Annexure II to the Board’s Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES

A report on the performance and financial position of each of the Company’s Subsidiaries as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached as Annexure III to the Board’s Report.

RISK MANAGEMENT

Risk Management is at the core of our business and ensuring we have the right risk-return trade-off in line with our risk appetite is the essence of our Risk Management while looking to optimize the returns that go with that risk.

The Board has constituted a Risk Management Committee as required under Regulation 21 of the SEBI Listing Regulations to frame, implement and monitor the risk management plan of the Company

The objectives and scope of the Risk Management Committee broadly include:

• Risk identification;

• Risk Assessment;

• Risk Response and Risk Management strategy; and

• Risk monitoring, communication and reporting.

The Management Discussion and Analysis Report sets out the risks identified and the mitigation plans thereof.

The financial year 2020-21 witnessed disruption and challenges due to the pandemic and consequent lockdowns. The Company and its Subsidiaries showed good resilience due to the strong Business Continuity Plan and Pandemic Plans in place.

The Company is a Core Investment Company (“CIC”) and its operations are limited to those of a CIC. The risks therefore largely relate to investments made in its Subsidiaries. The operations of each of the Subsidiaries, the risks faced by them and the risk mitigation tools used to manage them are reviewed periodically by their Risk Management Committees and Board of Directors. The same are also reviewed by the Risk Management Committee and Board of Directors of the Company.

Over the years, the Company and its Subsidiaries have built a strong Risk Management Framework supported by well-established policies and procedures and a talented pool of Risk Professionals. The Company was able to face the unprecedented challenges during the year and emerged stronger during these turbulent times due to some of these policies and frameworks.

All the Subsidiaries of the Company have well-established Risk Management frameworks designed to identify, assess, monitor and mitigate risks inherent in the business. The framework enables effective risk management through a structure of Committees, policies, internal controls and reporting.

The organizational structure to manage the risk consists of “Three lines of defense”:

First is: Line Management (Functional Heads) to ensure that accountability and ownership is as close as possible to the activity that creates the risks;

Second is: Risk Oversight including the Risk and Compliance Function and Risk Management Committee

Third is: Independent Assurance through Internal Audit, conducted by Independent Internal Auditors, whose work is reviewed by the Audit Committee.

Risk Management Committee, Asset Liability Management Committee, Investment Committee and Audit Committee have been set-up to ensure monitoring of risks and Governance as applicable. These Committees are prima facie governed by their Charters.

The Company has in place a Risk Management Policy which has been uploaded on the website of the Company at https://www. adityabirlacapital.com/investor-relations/policies-and-codes.

Business Continuity

The Company and its Subsidiaries have a well-documented Business Continuity Management Programme which has been designed to ensure continuity of critical processes during any disruption.

The continual disruptions caused by the COVID-19 pandemic and frequent lockdowns tested the Business Continuity Policy of the Company. Nevertheless, it continued to operate in line with the procedures outlined in its Business Continuity Plan, which was modified to take care of the evolving situation and a Pandemic Plan was developed keeping in view the interest of various stakeholders like employees, customers, partners, distributors, etc. within the overall regulatory requirements and guidelines. As a result, your Company and its Subsidiaries were able to continue to operate and serve customers while taking care of the health of their employees.

To manage the impact of the pandemic on the Company, a Crisis Management Team (CMT) comprising of Leadership Team members and led by the Chief Executive Officer of the Company was formed. The program was managed by Chief Compliance & Risk Officer with the support of other Leadership Team members.

The Risk team of each of the Subsidiaries coordinated with various business functions to implement the Work from Home plan for employees to ensure Business Continuity without dilution of controls.

Employees’ health and safety was accorded top priority. Various steps were taken well before the lockdown to reduce congestion in office, maintain social distancing and enable Work from home for employees. Critical processes were identified, reviewed for work from home scenario and wherever required alternate controls were instituted. The work from home plan was tested well in advance and glitches ironed out. After announcement of the nation-wide lockdown, Work-from-Home (WFH) was fully enabled for all employees.

The Business Continuity Plan was also supplemented with a Business Normalisation plan.

This enabled the Company and its Subsidiaries to resume Business Operations wherever the conditions had normalised.

As the COVID-19 pandemic continues to evolve, the efforts will be to support an effective return to work while ensuring safety of employees, distribution partners and customers. The Company and its Subsidiaries expect the challenging times to continue for the next few months. However, it is well prepared to ensure stabilization and Business continuity.

In view of the increased move to digital, there was a continued focus on Cyber Security and the Company and its Subsidiaries continued to invest in a strong Cyber Defence Programme.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on an arm’s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions (“RPTs”) which are of a repetitive nature and entered into in the ordinary course of business and at arm’s length. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, 2015, disclosures of RPTs on a consolidated basis are submitted to the stock exchanges on a half-yearly basis and published on the Company’s website https://www.adityabirlacapital.com/ investor-relations/announcements-and-updates.

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large.

The details of contracts and arrangements with related parties of your Company for the financial year under review, are given in notes to the Standalone Financial Statements, which form part of this Annual Report. The Policy on Related Party Transactions, as approved by the Board, is available on your Company’s website at https://www.adityabirlacapital.com/ investor-relations/policies-and-codes.

INTERNAL FINANCIAL CONTROLS

Your Company and its Subsidiaries have well-established internal control systems in place which are commensurate with the nature of its business and size and scale and complexity of its operations. Standard operating procedures (SOP) and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated.

In addition to the above, internal audits are undertaken on periodic basis to independently validate the existing controls as per scope assigned to them. The Internal audit program is reviewed by the Audit Committee at the beginning of the year to ensure that the coverage of the areas is adequate. Reports of the internal auditors are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

Your Company along with its Subsidiaries also periodically engage outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the Management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations.

The audit plan is approved by the Audit Committee, which regularly reviews compliance to the plan.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, Directors of your Company state that:-

i) in the preparation of the Annual Accounts for the financial year ended 31^st March 2021, the applicable accounting standards have been followed and there were no material departures from the same;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2021 and of the profit/loss of the Company for financial year ended on that date;

iii) the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts on a ‘going concern basis’;

v) the Directors had laid down Internal Financial Controls and that such Internal Financial Controls were adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNELAPPOINTMENT/RE-APPOINTMENT / RESIGNATION OF DIRECTORS

As on 31^st March 2021, the Board of Directors of your Company (“the Board”) comprised 8 Directors including 1 woman Director.

Mr. Romesh Sobti (DIN: 00031034) was appointed as an Additional Director (Non-Executive) (Nominee of Jomei Investments Limited, Equity Investor) on the Board of your Company w.e.f 14^th January 2021 and holds office till ensuing 14^th (Fourteenth) Annual General Meeting and is eligible for appointment. Based on the recommendation of the Nomination, Remuneration and Compensation Committee of the Company, the Board recommends his appointment for the approval of the Members at the 14^th (Fourteenth) Annual General Meeting.

Mr. Arun Adhikari (DIN: 00591057), Mr. P. H. Ravikumar (DIN: 00280010) and Mrs. Vijayalakshmi Iyer (DIN:05242960), Independent Directors, will complete their term of 5 years on 25^th June 2022 and have given their consent for re-appointment for a second term of 5 years pursuant to the provisions of Section 149 of the Act and SEBI Listing Regulations

Mr. S. C. Bhargava (DIN: 00020021), Independent Director, will complete his tenure of 5 years on 31^st August 2021 and has given his consent for re-appointment for a second term of 3 years pursuant to the provisions of Section 149 of the Act and SEBI Listing Regulations

Mr. P. H. Ravikumar will exceed seventy-five years of age during his proposed re-appointment for second term of five years. Mr. S. C. Bhargava during his present tenure exceeded seventy-five years of age for which approval was earlier obtained from Members vide resolution passed on 19^th August 2019.

Based on the recommendation of the Nomination, Remuneration and Compensation Committee of the Company and being satisfied on the performance evaluation, considering the background and experience, the Board at its Meeting held on 14^th May 2021 has recommended the re-appointment of Mr. Arun Adhikari, Mr. P. H. Ravikumar and Mrs. Vijayalakshmi Iyer as Independent Directors for a second term of five years and Mr. S. C. Bhargava for a second term of three years for the approval of the Members at the 14^th (Fourteenth) Annual General Meeting by way of special resolution.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at https:// www.adityabirlacapital.com/about-us/board-of-directors.

No Director has resigned from the Board during the financial year under review.

RETIREMENT BY ROTATION

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Mr. Sushil Agarwal (DIN: 00060017), Non-Executive Director retires from the Board by rotation

and being eligible, offers himself for re-appointment at the 14^th (Fourteenth) Annual General Meeting of the Company.

The Nomination, Remuneration and Compensation Committee of the Company and the Board of Directors have recommended the re-appointment of Mr. Sushil Agarwal.

All the Directors proposed to be appointed/re-appointed meet the fit and proper criteria stipulated under the Master Directions - Core Investment Companies (Reserve Bank) Directions, 2016, as amended.

A detailed profile of the Directors seeking appointment / reappointment is provided in the Notice of the 14^th (Fourteenth) Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ajay Srinivasan, Chief Executive Officer (CEO), Mrs. Pinky Mehta, Chief Financial Officer (CFO) and Mr. Amber Gupta, Company Secretary and Compliance Officer (w.e.f. 1^st March 2021) are the Key Managerial Personnel of your Company. Mr. Sailesh Kumar Daga ceased to be the Company Secretary of the Company effective from the close of business hours on 28^th February 2021.

FIT AND PROPER CRITERIA

All the Directors meet the fit and proper criteria stipulated under the Master Directions - Core Investment Companies (Reserve Bank) Directions, 2016, as amended.

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of your Company comprises contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of your Company provided by them, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination, Remuneration and Compensation Committee and the Board of Directors have carried out an annual performance evaluation of the Board, performance of various Committees of the Board, Individual Directors, and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report. The details of the programme for familiarisation of the Independent Directors of your Company are available on your Company’s website at www.adityabirlacapital.com/about-us/board-of-Directors.

Outcome of the Evaluation

The Board of your Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees’ terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors in their individual capacities.

MEETINGS OF THE BOARD AND ITS COMMITTEES

Board

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 6 (Six) times on 5^th June 2020, 7^th August 2020, 5^th November 2020, 30^th December 2020, 5^th February 2021 and 17^th March 2021.

Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

Your Company has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

During the financial year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of your Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of your Company.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE

Your Company has constituted a Nomination, Remuneration and Compensation Committee (“NRC”), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

Further details on the NRC,its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

The NRC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, which is attached as Annexure IV to the Board’s Report and the same is uploaded on the website of the Company at https://www.adityabirlacapital. com/investor-relations/policies-and-codes.

Other Committees

The Board of Directors has also constituted the following Committees:

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

• PIT Regulations Committee

• IT Strategy Committee

• Asset Liability Management Committee

• Asset Monetization Committee

More information on all of the above Committees including details of its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for the Company for the financial year 2020-21 is available on the Company’s website at https://www.adityabirlacapital.com/investor-relations/ financial-reports.

AUDITORSSTATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) had been appointed as Statutory Auditors of the Company for a term of 5 (Five) years

i.e. from the Tenth Annual General Meeting till the conclusion of Fifteenth Annual General Meeting of the Company.

The observation(s) made in the Auditor’s Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

Reserve Bank of India (“RBI”) has issued a circular ("Circular") dated 27^th April 2021 on Guidelines for appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs). The Circular has given flexibility to adopt these guidelines from H2 (second half) of FY 2021-22. The circular amongst other restrictions inter-alia stipulates that an Audit firm can be appointed as the Statutory Auditor for a period of 3 years only and thereafter, the next reappointment in the same entity will be possible only after a cooling period of six years. Industry representations are being made for seeking relaxations/ clarifications of this Circular.

Depending on the clarification/ relaxation, if any, received from RBI, information about continuation of existing Statutory Auditors (who have already completed tenure of four years) till the conclusion of Fifteenth Annual General Meeting of the Company or recommendation for the appointment of a new Statutory Auditor if any, shall be suitably provided in the Notice of 14^th (Fourteenth) Annual General Meeting of the Company as applicable.

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makarand M. Joshi & Co., Practising Company Secretaries, to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. Makarand M. Joshi & Co., Company Secretaries, is attached as Annexure V to the Board’s Report. The Secretarial Audit Report is self-explanatory.

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year under review will be submitted to the Stock Exchanges and uploaded on the website of the Company.

COST RECORDS AND AUDITORS

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, your Company has constituted a Corporate Social Responsibility (“CSR”) Committee.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the Company’s website at https://www.adityabirlacapital. com/investor-relations/policiesand-codes.

During the financial year under review, your Company was not required to make any expenditure towards CSR projects, in absence of average net profit for three immediately preceding financial years calculated in accordance with the provisions of Section 198 of the Act. Accordingly, no CSR activity was undertaken by the Company. Considering that the Company was not required to contribute any amount towards CSR activities, report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been furnished.

Further details on the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a Whistle blower policy/ vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report.

The said policy is available on the Company’s website at https://www.adityabirlacapital.com/investor-relations/ policies-and-codes.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment of women. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RBI REGULATIONS

The Company has complied with all the regulations of RBI to the extent applicable as a Non-Deposit taking Systemically Important - Core Investment Company.

HUMAN RESOURCES

Your Company along with its Subsidiaries has always aspired to be an organization and a workplace which attracts, retains and provides a canvas for talent to operate. Our vision of being a leader and a role model in a broad based and integrated financial services business and a culture that is purpose driven gives meaning to our people.

We believe that meaning at work is created when people relate to the purpose of the organization, feel connected to their leaders and have a sense of belonging. Our focus stays strong on providing our people a work environment that welcomes diversity, nurtures positive relationships, provides challenging work assignments and provides opportunities based on meritocracy for people to grow and build their careers with us in line with their aspirations.

As on 31^st March 2021, the employee strength of the Company was 29 and along with the Subsidiaries it had 22,759 employees.

The workforce along with Subsidiaries comprises of more than 71% millennials and 27% women.

Talent Management

Your Company’s and its Subsidiaries'' philosophy of building leaders from within continues to guide the actions towards identifying, developing, and nurturing talent. With greater emphasis on futuristic thinking, digital mindset and customer-first approach while adhering to our culture and values, we have made some major shifts towards developing our people for the future of financial services.

In the last two years:

• more than 75% of employees in our talent pool have been covered in various development programs

• more than 82% of leadership requirements have been fulfilled internally

• around 500 employees across levels have moved into new or larger roles

Employee Wellness and Engagement

The health and wellbeing of our people have always been our top priority. Your Company along with its Subsidiaries has put in place robust processes for employee safety and support with 800 Flu Prevention Managers trained on safety protocols and assigned to check-in with employees and their families at regular intervals and supporting them when needed.

Availability of medical infrastructure and support systems were a huge challenge in the initial days of the pandemic and we

devised a comprehensive support mechanism through which our employees were provided home testing support, on call doctor assistance, hospitalization support etc. A 24*7 helpline number was used for central dissemination of information and for employees to reach out for any help on the above.

A comprehensive wellness program was launched during the year which is aimed at helping employees improve their physical as well as emotional wellbeing. This will continue to be a key area of focus for the Company.

Your Company along with Subsidiaries also recognised the need to augment its efforts towards maintaining positivity in the workforce and keeping them engaged. Through internal social networks, leadership connect and digital events, your Company along with its subsidiaries focused on sustaining emotional connect and camaraderie among its employees.

The celebration of Aditya Birla Capital Day, the annual event to recognize excellence and exemplary performance of employees digitally is reflective of the culture of the Company and its Subsidiaries that focuses on connecting with and recognising the efforts of its people.

COVID Management

While we faced unprecedented challenges, the Company and its Subsidiaries were able to tide through the difficult times solely because of the collaborative efforts of teams across multiple businesses. We were early to transition all our employees across 850 branches to working from home well before the national lockdown was announced in March 2020.

We were also amongst the first in the industry to open our offices and branches to welcome customers when the lockdowns were relaxed, indicative of our deep commitment towards them. Our preparations before reopening covered all aspects of safety for our customers and employees.

Learning

Your Company''s and its Subsidiaries’ philosophy is to provide every employee with continuous opportunities to learn & grow. Our learning interventions create an organisation wide impact as these are focused on enabling employees to do better at work.

An AI enabled learning app provides employees easy access to super personalized content that meets their unique individual requirements. 16,000 relevant courses, videos & webinars were hosted on Gyanodaya Virtual Campus (GVC) which is Aditya Birla Group''s e-Learning platform for employees. Employees leveraged these resources to enhance their skills and knowledge.

Additionally, with 3000 E Learning courses, 19K video based modules and 300 micro-learning modules our employees have the flexibility to learn anytime and from anywhere. While self-paced learning is available 24x7x365, one can also attend live virtual instructor led sessions through our in-house corporate university-ABC University. It creates and delivers need based

learning solutions on behavior, sales effectiveness, functional and leadership development.

SUSTAINABILITY

Your Company along with its Subsidiaries designs and delivers products and solutions that enable its customers to meet their needs. In the process, the Company and its Subsidiaries contribute to the nation’s inclusive and sustainable development agenda, with a special focus on responsible finance, as well as global sustainability goals. Driven by proven expertise and an unwavering focus on governance, we are embedding sustainability into every lending and investment decision, with a special focus on Environmental, Social and Governance (ESG) parameters. Our customers are at the heart of everything we do.

The detailed Sustainability Report will be made available on the website of the Company at https://www.adityabirlacapital. com/investor-relations/sustainability-reports

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India (“ICSI”) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has a Board approved code of conduct to regulate, monitor and report trading by insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

Further details on the same form part of the Corporate Governance Report.

AWARDS AND RECOGNITIONS

During the financial year under review, your Company and its Subsidiaries have been felicitated with awards and recognitions across various functional areas which has been elaborated under Awards and Recognitions section in this Annual Report.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the financial

i. there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

ii. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iv. there was no issue of shares with differential rights.

v. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

vi. no significant or material orders were passed by the Regulators or Hon’ble Courts or Tribunals which impact the going concern status and Company’s operations in future.

vii. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

viii. there was no failure to implement any Corporate Action.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation for the support and co-operation extended by our various partners and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

Your Board also acknowledges the support and contribution of Company’s bankers, Stock Exchanges, Registrar of Companies, Depositories, the Reserve Bank of India, Securities and Exchange Board of India, Central and State Governments and other regulatory bodies and the shareholders who have always supported and helped the Company to achieve its objectives.

Your Directors place on record their appreciation for the exemplary contribution made by the employees of the Company and its Subsidiaries at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company''s and its Subsidiaries'' growth.

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Mar 31, 2019

Board''s Report

Dear Members,

The Board of Directors of Aditya Birla Capital Limited (formerly known as Aditya Birla Financial Services Limited) (“your Company” or “the Company”) is pleased to present the 12^th (Twelfth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of your Company for the financial year ended 31st March, 2019 (“financial year under review”).

FINANCIAL SUMMARY

The Company''s financial performance (Consolidated and Standalone) for the financial year ended 31st March, 2019 as compared to the previous financial year ended 31st March, 2018 is summarized below:

(Rs, in Crore)

Particulars	Consolidated		Standalone
	2018-19	2017-18	2018-19	2017-18
Revenue from operations	15,163.51	11,523.88	177.78	164.03
Profit before share of Joint Venture Companies, exceptional items and Tax	1,154.81	920.47	18.68	36.17
Share of Profit / (Loss) of Joint Venture Companies	225.84	175.37	18.68	36.17
Exceptional Items	-	-	(30.32)	-
Profit / (Loss) before Tax	1,380.65	1,095.84	(11.64)	36.17
Tax Expense	569.35	402.76	(2.04)	-
Profit / (Loss) after Tax (including Non-Controlling Interest)	811.30	693.08	(9.60)	36.17
Profit / (Loss) attributable to Non-Controlling Interest	59.64	(0.02)	-	-
Profit / (Loss) attributable to owners of the Company	870.94	693.06	(9.60)	36.17
Profit / (Loss) attributable to:
Owners of the Company	870.94	693.06	(9.60)	36.17
Non-Controlling Interest	(59.64)	0.02	-	-
Other Comprehensive Income attributable to:
Owners of the Company	2.19	(4.22)	0.03	0.53
Non-Controlling Interest	3.39	(8.94)	-	-
Total Comprehensive Income attributable to:
Owners of the Company	873.13	688.84	(9.57)	36.70
Non-Controlling Interest	(56.25)	(8.93)	-	-

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards (“Ind AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Audited Financial Statements including the Consolidated Financial Statements of the Company as stated above and the Financial Statements of each of the Subsidiaries and all other documents required to be attached thereto are available on the Company''s website at https://www.adityabirlacapital.com/ Investor-Relations.

The financial results of the Company and its Subsidiaries are elaborated in the Management Discussion and Analysis Report, which forms part of this Annual Report.

ACCOUNTING METHOD

The Ministry of Corporate Affairs vide its notification dated 30th March, 2016 notified the Companies (Indian Accounting Standards) (Amendment) Rules, 2016, including the roadmap for implementation of Ind AS for Non-Banking Financial Companies (“NBFCs”). NBFCs were required to comply with Ind AS in phased manner, from accounting period beginning on or after 1st April, 2018.

The Consolidated and Standalone Financial Statements for the financial year ended 31st March, 2019 are the first consolidated financial statements prepared in accordance with Ind AS. Up to 31st March, 2018, the Company prepared its Consolidated and Standalone financial statements in accordance with the Accounting Standards notified under Section 133 of the Act, read with the Companies (Accounts) Rules 2014, the Insurance Laws (Amendment) Act, 2015, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the “IRDA Financial Statements Regulations”), orders/circulars/ directions issued by the Insurance Regulatory and Development Authority of India (the “IRDAI”) in this regard and the guidelines/ Master Directions/Circulars/notifications issued by the National Housing Bank and the Reserve Bank of India (“RBI”) to the extent applicable (Previous GAAP).

Presentation of financial statements

The audited financial statements of the Company for the financial year under review have been disclosed as per Schedule III (Division III) of the Act.

MATERIAL EVENTS DURING THE YEAR

a. The Members of the Company, vide resolution passed through postal ballot on 30th June, 2018, authorized the Board of Directors of the Company for issuance of securities for an aggregate consideration of up to Rs,3,500 Crore only (Rupees Three Thousand Five Hundred Crore only).

b. The Company and Aditya Birla ARC Ltd., subsidiary of the Company, entered into a strategic joint venture with Varde Partners (“Varde”) and created a joint platform to pursue investments in stressed and distressed assets in India. Varde Partners is a global investment adviser focused on credit and value investing strategies.

c. Aditya Birla Money Ltd. (“ABML”), subsidiary of the Company and Aditya Birla Commodities Broking Ltd. (“ABCBL”), a step-down subsidiary of the Company (wholly owned subsidiary of ABML) had filed applications before the Hon''ble National Company Law Tribunal, Ahmedabad Bench (“Hon''ble NCLT”), for approval of a Scheme of Amalgamation for the Merger of ABCBL with ABML, under Sections 230-232 of the Act, which was sanctioned by the Hon''ble NCLT vide its order dated 14th November, 2018 and was made effective from 14th December, 2018.

HOLDING/ SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY

Holding Company

Grasim Industries Ltd. is the holding Company of the Company.

Subsidiaries

The Company conducts its business through its Subsidiaries for the various business segments in which they operate. As on 31st March, 2019, the Company had 20 (Twenty) Indian Subsidiaries and 7 (Seven) Foreign Subsidiaries (including step down Subsidiaries).

During the financial year under review, the following Companies:

(a) became a Subsidiary of the Company:

(i) Aditya Birla Stressed Asset AMC Pvt. Ltd. (with effect from 22nd May, 2018);

(ii) Aditya Birla Capital Investments Pvt. Ltd. (with effect from 12th October, 2018); and

(b) ceased to be a Subsidiary of the Company:

(i) Aditya Birla Commodities Broking Ltd. (with effect from 14th December, 2018).

MATERIAL SUBSIDIARIES

As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy has been amended effective from 1st April, 2019 in line with the amendments made to the SEBI Listing Regulations. The Policy is available on the Company''s website at https://www.adityabirlacapital.com/ Investor-Relations/Policies-and-Codes.

In compliance with the amendments to the SEBI Listing Regulations, this policy shall be reviewed by the Board at least once every three years and updated accordingly.

As on 31st March, 2019, Aditya Birla Sun Life Insurance Company Ltd. and Aditya Birla Finance Ltd. were the material subsidiaries of the Company. In addition to the above, pursuant to the amendment in the definition of material subsidiary as provided under SEBI Listing Regulations, Aditya Birla Sun Life AMC Ltd. and Aditya Birla Housing Finance Ltd. have also become material subsidiaries of the Company w.e.f. 1st April, 2019.

REGISTRATION AS A CORE INVESTMENT COMPANY (“CIC")¹

The Company is registered as a Non-Deposit taking Systemically Important - Core Investment Company (“CIC-ND-SI”) pursuant to the receipt of Certificate of Registration from the Reserve Bank of India dated 16th October, 2015, under Section 45-IA of the Reserve Bank of India Act, 1934 (“RBI Act”). During the financial year under review, the Company complied with all the applicable regulations notified by the Reserve Bank of India.

(¹ Please note that RBI does not accept any responsibility or guarantee of the present position as to the financial soundness of the Company or the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/ discharge of liabilities by the Company.)

TRANSFER TO RESERVES

No amount was transferred to Special Reserve in terms of Section 45-IC of the RBI Act during the financial year under review.

DIVIDEND

Your Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, your Company has formulated and adopted a Dividend Distribution Policy. The policy is attached as Annexure I to the Board''s Report and is available on your Company''s website at https://www.adityabirlacapital.com/ investor-relations/policies-and-codes.

SHARE CAPITAL

The Company''s paid-up Equity Share Capital was Rs,2,201.40 Crore as on 31st March, 2019 as compared to Rs,2,201.04 Crore as on 31st March, 2018.

During the financial year under review, the Company has allotted 3,35,815 Equity Shares pursuant to exercise of Stock Options and Restricted Stock Units granted under ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017 and 29,200 Equity Shares pursuant to exercise of Stock Options granted under Aditya Birla Capital Limited Employee Stock Option Scheme 2017.

DEPOSITORY SYSTEM

The Company''s Equity Shares are tradable in electronic mode. As on 31st March, 2019, the Company''s total Equity paid-up Share capital comprised of 2,20,14,04,363 Equity Shares, out of which 2,16,92,61,162 (98.54%) Equity Shares were held in dematerialised mode.

In view of the numerous advantages offered by the Depository System, the Members holding shares in physical mode are advised to avail the facility of dematerialization.

CREDIT RATING

CRISIL Ratings has assigned a rating of “CRISIL A1 ” and ICRA Ltd. has assigned a rating of “[ICRA] A1 ” for the Commercial Paper Programme of the Company for an amount of Rs,2,700 Crore (Rupees Two Thousand Seven Hundred Crore only).

During the financial year under review, ICRA Ltd. assigned a [ICRA] AAA (pronounced as ICRA triple A) (stable) rating for the proposed issue of '' 800 Crore (Rupees Eight Hundred Crore only) Non-Convertible Debenture (“NCD”) Programme of the Company. The Company was evaluating certain fund raising options and the aforesaid rating was obtained pursuant to the same. However, the Company did not raise funds through issue of NCDs during the financial year under review.

PUBLIC DEPOSITS

The Company, being a Non-Deposit taking Systemically Important Core Investment Company, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The details of loans, guarantees and investments made under provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given under notes to the Standalone Financial Statements, which forms part of this Annual Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The particulars with respect to the conservation of energy & technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial year under review as well as during the previous financial year. However, the foreign exchange outgo during the financial year under review was Rs,2.57 Crore as compared to Rs,1.01 Crore, during the previous financial year.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure II to the Board''s Report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the Annual General Meeting. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of SEBI Listing Regulations, Business Responsibility Report has been enclosed as a separate Section in this Annual Report, describing the initiatives taken by the Company and is also available on your Company''s website at https://www.adityabirlacapital.com/investor-relations/ financial-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company from end of the financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

EMPLOYEE STOCK OPTIONS

Employee Stock Options have been recognized as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long-term wealth in the hands of employees, thereby, acting as a retention tool.

In view of the above, your Company had formulated “Aditya Birla Capital Limited Employee Stock Option Scheme 2017” (“Scheme 2017") for the employees of the Company and its Subsidiaries.

Your Company had also adopted “ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017” (“ABCL Incentive Scheme"), pursuant to the Composite Scheme of Arrangement between erstwhile Aditya Birla Nuvo Ltd. and Grasim Industries Ltd. and the Company and their respective Shareholders and Creditors.

The details/disclosure(s) on the aforesaid Employee Stock Option Scheme(s) as required to be disclosed under the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the Company''s website at https://www.adityabirlacapital. com/investor-relations/financial-reports.

Certificates from the Statutory Auditors on the implementation of your Company''s Employee Stock Option Scheme(s) will be placed at the ensuing Annual General Meeting (“AGM”) of the Company for inspection by the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review, is presented as a separate section, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by the Securities and Exchange Board of India. Corporate Governance principles form an integral part of the core values of the Company. The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the requirements of Corporate Governance is attached as Annexure III to the Board''s Report.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES

A report on the performance and financial position of each of the Company''s Subsidiaries as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached as Annexure IV to the Board''s Report.

RISK MANAGEMENT

The Company is a Core Investment Company (“CIC”) and its operations are limited to those of a CIC. The risks therefore largely relate to investments made in its Subsidiaries. The operations of each of the Subsidiaries, the risks faced by them and the risk mitigation tools used to manage them are reviewed periodically by the Risk Management Committee. The same are considered by the Board of the Company, as well. Details of the same are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report. The Company has in place a Risk Management Policy which has been uploaded on the website of the Company at https://www.adityabirlacapital. com/investor-relations/policies-and-codes.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on an arm''s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior omnibus approval is obtained for Related Party Transactions (“RPTs”) which are of a repetitive nature and entered in the ordinary course of business and at arm''s length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

The details of contracts and arrangements with related parties of your Company for the financial year under review, are given in notes to the Standalone Financial Statements, which forms part of this Annual Report. The Policy on Related Party Transactions, as approved by the Board, is available on your Company''s website at https://www.adityabirlacapital.com/investor-relations/ policies-and-codes.

INTERNAL FINANCIAL CONTROLS

The Board of Directors confirms that the Company has laid down a set of standards, processes and structure which enables it to implement Internal Financial Controls across the organization with reference to Financial Statements and that such controls are adequate and are operating effectively. During the financial year under review, no material or serious observation has been made regarding inefficacy or inadequacy of such controls.

Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the internal auditors during the course of their audits. During the financial year under review, no material or serious observations have been received from the Auditors of the Company, citing inefficacy or inadequacy of such controls.

INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, control and governance processes.

The framework is commensurate with the nature of the business and the size of its operations. Internal auditing at the Company involves the utilization of a systematic methodology for analyzing business processes or organizational problems and recommending solutions to add value and improve the organization’s operations.

The audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief and according to the information and explanations obtained from the Management, the Directors of your Company state that:-

i. in the preparation of the Annual Accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed and there were no material departures from the same;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit/loss of the Company for financial year ended on that date;

iii. the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

iv. the Directors had prepared the Annual Accounts on a ‘going concern basis'';

v. the Directors had laid down Internal Financial Controls and that such Internal Financial Controls were adequate and were operating effectively; and

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2019, the Board of Directors of your Company (“the Board”) comprised of 7 (Seven) Directors including 3 (Three) Non-Executive Directors and 4 (Four) Independent Directors. Your Directors on the Board possess experience and competency and are renowned in their respective fields. All Directors are liable to retire by rotation except Independent Directors whose term of 5 consecutive years was approved by the Members of the Company.

Appointment/Resignation of Directors

No Director was appointed/has resigned from the Board during the financial year under review.

Detailed information on the Directors is provided in the Corporate Governance Report, which forms part of this Annual Report.

Continuation of directorship of Mr. Subhash Chandra Bhargava (DIN: 00020021) as an Independent Director

At the 10th (Tenth) Annual General Meeting of the Company held on 19th July, 2017, the shareholders had appointed Mr. S. C. Bhargava as an Independent Director of the Company, for a term of 5 (Five) years, effective 1st September, 2016.

Pursuant to the provisions of the SEBI Listing Regulations, no listed entity effective 1st April, 2019, shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of seventy-five years unless a Special Resolution is passed to that effect.

Mr. S. C. Bhargava is 74 years of age as on date and therefore to comply with the above amendment, a special resolution is proposed in the ensuing Annual General Meeting for continuation of Directorship of Mr. S. C. Bhargava as an Independent Director, who shall exceed the age limit of 75 years as on date of the next AGM of the Company.

Retirement by Rotation

As per the provisions of the Act and the Articles of Association of the Company, Mr. Kumar Mangalam Birla retires from the Board by rotation this year and being eligible, offers himself for re-appointment.

The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations in case of re-appointment / continuation of term of the Directors is provided in the Notice of the ensuing Annual General Meeting.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Act read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company had received declarations from all the Independent Directors of the Company confirming that they meet the ‘criteria of Independence'' as prescribed under Section 149(6) of the Act and have submitted their respective declarations as required under Section 149(7) of the Act and Regulation 16(1) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exists or is anticipated, that could impair or impact their ability to discharge their duties with an independent judgment and without any external influence as required under Regulation 25 of the SEBI Listing Regulations.

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ajay Srinivasan, Chief Executive Officer (CEO), Mrs. Pinky Mehta, Chief Financial Officer (CFO) and Mr. Sailesh Daga, Company Secretary (CS), are the Key Managerial Personnel of your Company.

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of your Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of your Company, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination, Remuneration and Compensation Committee and the Board of Directors have carried out an annual performance evaluation of the performance of various Committees of the Board, Individual Directors and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms an integral part of this Annual Report. The details of the programme for familiarization of the Independent Directors of your Company are available on your Company''s website at www.adityabirlacapital.com/about-us/board-of-Directors.

MEETINGS OF THE BOARD AND ITS COMMITTEES Board

The Board meets at regular intervals to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 6 (Six) times.

The Meetings of the Board were held on 8th April, 2018, 8th May, 2018, 10th August, 2018, 29th August, 2018, 6th November,

2018 and 5th February, 2019.

Further details on the Board Meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

During the financial year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of your Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of your Company. The Committee has also reviewed the procedures laid down by your Company for assessing and managing the risks.

Further details on the Audit Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

Nomination, Remuneration and Compensation Committee

Your Company has a duly constituted Nomination, Remuneration and Compensation Committee (“NRC”), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

Further details on the NRC are provided in the Corporate Governance Report, which forms part of this Annual Report.

The NRC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act is attached as Annexure V to the Board''s Report and the same is uploaded on the website of the Company at https://www.adityabirlacapital.com/investor-relations/policies-and-codes.

Other Committees

Details of all the other Committees of the Board are provided in the Corporate Governance Report, which forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act as amended by the Companies (Amendment) Act, 2017, the extract of annual return for the financial year ended 31st March,

2019 in Form MGT-9 under the provisions of 92(3) of the Act has been attached as Annexure VI to the Board''s Report. The Annual Return for financial year 2017-18 is also available on the Company''s website at https://www.adityabirlacapital.com/ investor-relations/financial-reports.

AUDITORS

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No.:117366W/W-100018, LLP Identification No.: AAB-8737) had been appointed as Statutory Auditors of the Company for a term of 5 (Five) years i.e. from the Tenth Annual General Meeting till the conclusion of Fifteenth Annual General Meeting of the Company.

The requirement to place the matter relating to appointment of the Auditors for ratification by the Members at every Annual General Meeting is done away with vide notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of the Auditors, who were appointed in the Tenth Annual General Meeting of the Company. Accordingly, M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants shall continue to be the Statutory Auditors for the financial year 2019-20.

The Company has received a letter from M/s. Deloitte Haskins & Sells LLP, confirming that they are not disqualified from continuing to act as Statutory Auditors of the Company.

The observation(s) made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. BNP & Associates, Company Secretaries to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. BNP & Associates, Company Secretaries, is attached as Annexure VII to the Board''s Report.

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year under review is attached as Annexure VIII to the Board''s Report.

The Secretarial Audit Report and the Annual Secretarial Compliance Report do not contain any qualifications, reservations or adverse remarks.

COST RECORDS AND COST AUDITORS

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, your Company has a Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is available on the Company''s website at https:// www.adityabirlacapital.com/investor-relations/policies-and-codes.

In view of losses, your Company was not required to spend any amount towards CSR during the financial year under review. Accordingly, no CSR activity was undertaken by the Company.

Further details on the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report.

The Company has revised the Whistle-Blower policy to insert “reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (UPSI)” in terms of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time and the revised policy was approved by the Audit Committee and the Board. The said policy is available on the Company''s website at https://www.adityabirlacapital.com/investor-relations/policies-and-codes.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place an appropriate policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment of women. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the financial year under review, there were no complaints received/cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

Your Company, in the last financial year continued its journey of developing the human resources of the firm towards the goal of increasing employee productivity and engagement with the firm. Over the last one year, the Human Resource team has contributed significantly in reducing attrition and improving productivity and supporting the business in identifying and grooming leaders across all business units of the Company. With an unswerving focus on nurturing and retaining talent, your Company provide avenues for learning and development through functional, behavioral and leadership training programmes as well as on the job training to enable the employees to constantly upgrade their skills. The Human Resources function over the last one year, has travelled a significant distance in digitalization of all employee facing process and now all human resource process are available to employees on their mobile phones. This has ensured significant ease of access for the individual employee as well as helped the Human Resource function to deliver its services to the employees in a much faster and efficient manner.

SECRETARIAL STANDARDS OF ICSI

Your Directors confirm that the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the financial year under review:

1. Your Company has not issued shares (including sweat equity shares) to the employees of the Company under any scheme save and except under Employee Stock Option Schemes referred to in this Report.

2. Your Company has not made any Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

3. No significant or material orders were passed by the Regulators or Hon''ble Courts or Tribunals which impact the going concern status and Company''s operations in future.

4. No public issue, rights issue, bonus issue, preferential issue, shares issued with differential voting rights, etc. were made by the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation for the support and co-operation extended by the Members and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by all Regulatory bodies.

Your Directors place on record their appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company''s growth.

For and on behalf of the Board of Directors

Aditya Birla Capital Limited

(Formerly known as Aditya Birla Financial Services Limited)

Kumar Mangalam Birla

Date: 4th May, 2019 Chairman

Place: Mumbai DIN: 00012813

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Mar 31, 2018

Dear Members,

The Board of Directors of Aditya Birla Capital Limited (formerly known as Aditya Birla Financial Services Limited) (“your Company” or “the Company” or “ABCL”) are pleased to present the Eleventh Annual Report and the Audited Financial Statements (Consolidated and Standalone) of your Company for the financial year ended 31^st March, 2018 (“financial year under review”).

Financial Results

The Company’s financial performance (Consolidated and Standalone) for the financial year ended 31^st March, 2018 as compared to the previous financial year ended 31^st March, 2017 is summarised below:

Consolidated and Standalone Financial Results

(Rs. in Crore)

Particulars	Consolidated		Standalone
	2017-18	2016-17*	2017-18	2016-17
Revenue from Operations	13,427.76	5,823.01	174.79	34.99
Other Income	212.77	62.69	0.46	0.03
Total Expenses	12,086.92	4,819.96	113.76	30.78
Profit before tax	1,553.61	1,065.74	61.49	4.24
Tax Expenses	549.88	374.59	-	-
Profit after tax	1,003.73	691.15	61.49	4.24
Minority Interest	179.48	161.15	-	-
Profit after Minority Interest	824.25	530.00	-	-

*Aditya Birla Sun Life insurance Company Limited became a Subsidiary of the Company with effect from 23^d March, 2017 and hence the figures for the previous year financial ended 31^st March, 2017 are not comparable to that extent.

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act.

The Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiary Companies.

The Financial Statements as stated above are available on the Company’s website at: https://www.adityabirlacapital.com/Investor-Relations/Financial-Reports

COMPOSITE SCHEME OF ARRANGEMENT

- The Board of Directors of the Company at its Meeting held on 11^th August, 2016 approved a Composite Scheme of Arrangement between (erstwhile) Aditya Birla Nuvo Limited (“ABNL”), Grasim Industries Limited (“Grasim”) and the Company and their respective Shareholders and Creditors (“the Composite Scheme”).

- The Hon’ble National Company Law Tribunal, Bench at Ahmedabad sanctioned the Composite Scheme on 1^st June, 2017 and the certified true copy of the Scheme as received on 6^th June, 2017 was filed with the Registrar of Companies (ROC) on 4^th July, 2017, being the effective date.

- The Demerger Committee of the Company fixed 20^th July, 2017 as the record date for allotment of Equity Shares as per the Share Entitlement ratio pursuant to the Composite Scheme.

- Allotment of Equity Shares of the Company to each eligible Shareholder of Grasim Industries Limited, whose names were recorded in the register of Members of Grasim as on the record date i.e. 20^th July, 2017 was made on 14^th August, 2017, as per the Share Entitlement ratio pursuant to the Composite Scheme.

- The Equity Shares of the Company were listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (BSE and NSE shall together be collectively hereinafter referred to as “the Indian Stock Exchanges”) and were admitted to trading on the Indian Stock Exchanges with effect from 1^st September, 2017.

- The Global Depositary Shares (“GDSs”) issued pursuant to the Composite Scheme were listed on the official list of the Luxembourg Stock Exchange (“LSE”) and admitted to trading on the Euro MTF market of LSE with effect from 11^th October, 2017.

- Pursuant to the Composite Scheme, in order to compensate the Stock Options/ Restricted Stock Unit holders of Grasim as on the record date i.e. 20^th July, 2017 of the Composite Scheme, an Employee Stock Option Scheme viz. Aditya Birla Capital Limited Incentive Scheme for Stock Options and Restricted Stock Units-2017 (“ABCL Incentive Scheme”) was adopted by the Company on 15^th January, 2018.

REGISTRATION AS A CORE INVESTMENT COMPANY (CIC)¹

The Company is registered as a Non-Deposit taking Systemically Important - Core Investment Company (“CIC-ND-SI”) pursuant to the receipt of Certificate of Registration from the Reserve Bank of India (“RBI”) dated 16^th October, 2015, under Section 45-IA of the Reserve Bank of India Act, 1934 (“RBI Act”). During the financial year under review, the Company complied with all the applicable regulations of the Reserve Bank of India.

During the financial year under review, pursuant to the change in name of the Company, RBI issued a fresh Certificate of Registration dated 6^th July, 2017 in the name of “Aditya Birla Capital Limited”.

TRANSFER TO RESERVES

The Company has transferred Rs.13.14 Crore to Special Reserve in terms of Section 45-IC of the Reserve Bank of India Act, 1934.

DIVIDEND

Your Directors do not recommend any dividend for the financial year under review.

In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), your Company has formulated and adopted a Dividend Distribution Policy. The policy is attached as Annexure I to the Board’s Report and is available on your Company’s website at: https://www.adityabirlacapital.com/ investor-relations/policies-and-codes.

SHARE CAPITAL

The Company’s paid-up Equity Share Capital as on 31^st March, 2018 was Rs.2,201.04 Crore as compared to Rs.1,232.24 Crore as on 31^st March, 2017.

During the financial year under review, the Company issued and allotted:

i. 4.84 Crore Equity Shares of Rs.10/- each to PI Opportunities Fund I on 30^th June, 2017 on a Private Placement basis;

ii. 92.03 Crore Equity Shares of Rs.10/- each to the eligible Shareholders of Grasim Industries Limited (Grasim) on 14^th August, 2017, whose names were recorded in the register of Members of Grasim as on the record date i.e. 20^th July, 2017, as per the Share Entitlement ratio pursuant to the Composite Scheme; and

iii. 0.01 Crore Equity Shares of Rs.10/- each, upon exercise of Stock Options and Restricted Stock Units by the eligible employees of Grasim under the ABCL Incentive Scheme of the Company. Additional details are provided in the Employee Stock Option section of the Board’s Report.

CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. ICRA Limited has assigned a rating of “[ICRA] A1 ” and CRISIL Ratings has assigned “CRISIL A1 ” for the Commercial Paper Programme of the Company for an amount of Rs.1,000 Crore.

PUBLIC DEPOSITS

The Company being a Non-Deposit taking Systemically Important Core Investment Company has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the rules framed thereunder.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The particulars of loans, guarantees and investments made under provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given under notes to the Financial Statements, which forms part of this Annual Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Considering the Company’s activities as a Core Investment Company carrying out its activities through its Subsidiaries, particulars with respect to the conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Company.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

There were no foreign exchange earnings during the financial year under review as well as during the previous financial year. However, the foreign exchange outgo during the financial year under review was Rs.1.01 Crore as compared to Rs.1.67 Crore, during the previous financial year. The expenditure incurred during the financial year was towards business promotion and expenses related to listing of Global Depositary Shares of the Company on the Luxembourg Stock Exchange.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure II of the Board’s Report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company upto the date of the Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at the Registered Office of your Company in this regard.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 500 listed entities based on market capitalisation (calculated as on 31^st March of every financial year), shall include a Business Responsibility Report. As your Company forms part of the top 500 listed entities on BSE and NSE as on 31^st March, 2018. Business Responsibility Report has been enclosed as a separate Section in this Annual Report, describing the initiatives taken by the Company from environmental, social and governance perspective and is also available on your Company’s website i.e. www.adityabirlacapital.com.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company from end of the financial year upto the date of this Board’s Report.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

EMPLOYEE STOCK OPTION

Employee Stock Options have been recognised as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees, thereby, acting as a retention tool.

Aditya Birla Capital Limited Employee Stock Option Scheme 2017

In view of the above, your Company has formulated “Aditya Birla Capital Limited Employee Stock Option Scheme 2017” (“Scheme 2017”) for the employees of the Company and its Subsidiaries, which has been approved by the Board of Directors and Members of the Company and its Subsidiaries at their respective Meetings.

The Nomination, Remuneration and Compensation Committee (“NRC”) of the Company, granted 2,40,62,864 Stock Options and 57,42,636 Restricted Stock Units (“RSUs”) to the eligible employees of your Company and its Subsidiaries.

ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017

Pursuant to the Composite Scheme, Grasim Industries Limited’s (“Grasim”) financial services business demerged from Grasim and was transferred to the Company with effect from 4^th July, 2017. On account of reduction in intrinsic value of Grasim pursuant to the demerger, Part III of the Composite Scheme stipulated that the Board of Grasim and the Company shall together decide the manner in which the difference in the intrinsic value created pursuant to the demerger of the Demerged Undertaking (i.e. the financial services business) is to be compensated to the Grasim Existing Option holders. The Composite Scheme stipulated that such compensation can be either by issue of new Options or Restricted Stock Units by the Demerged Company (i.e. Grasim) to the Grasim Existing Option holders or by the Resulting Company (i.e. Aditya Birla Capital Limited) by adopting a new incentive plan. Accordingly, the Nomination, Remuneration and Compensation Committee of the Board of Directors of the Company at its Meeting held on 15^th January, 2018 approved the ABCL Incentive Scheme for Stock Options and Restricted Stock Units and granted 14,65,927 Stock Options and 2,52,310 Restricted Stock Units to the eligible grantees of Grasim as on the record date i.e. 20^th July, 2017. During the financial year under reivew, 12,84,633 Stock Options and 1,92,539 RSUs have vested in the eligible grantees. The Nomination, Remuneration and Compensation Committee (“NRC”) allotted 1,32,397 Equity Shares of Rs.10/- each of your Company upon exercise of Stock Options and Restricted Stock Units by the eligible grantees of Grasim.

The details/disclosure(s) on the aforesaid Employee Stock Option Schemes as required to be disclosed under SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the Company’s website i.e. www.adityabirlacapital.com.

Certificates from the Statutory Auditors on the implementation of your Company’s Employee Stock Option Scheme(s) will be placed at the ensuing Annual General Meeting of the Company for inspection by the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review, is presented as a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). Corporate Governance principles form an integral part of the core values of the Company. The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached as Annexure III of the Board’s Report.

All Board Members and Senior Management have affirmed compliance with the Code of Conduct for the financial year under review. A declaration to this effect signed by the Chief Executive Officer of the Company forms part of the Corporate Governance Report.

The Chief Executive Officer and Chief Financial Officer have certified to the Board with regard to the Financial Statements and other matters as required under Regulation 17(8) of the SEBI Listing Regulations which forms part of the Corporate Governance Report.

HOLDING AND SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES

During the financial year under review, a Composite Scheme of Arrangement between (erstwhile) Aditya Birla Nuvo Limited (“ABNL”), Grasim Industries Limited (“Grasim”) and the Company and their respective Shareholders and Creditors (“the Composite Scheme”) was approved by the Hon’ble National Company Law Tribunal, bench at Ahmedabad on 1^st June, 2017. Consequently, ABNL has been amalgamated with Grasim with effect from 1^st July, 2017 and accordingly, Grasim became the Holding Company of the Company.

The Company conducts its business through its Subsidiaries for the various business segments in which it operates. As of 31^st March, 2018, the Company had 19 Indian Subsidiaries and 7 Foreign Subsidiaries (including step down Subsidiaries).

During the financial year under review, no new Company became Subsidiary/Joint Venture/Associate of the Company.

MATERIAL SUBSIDIARIES

As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company’s website at: https://www.adityabirlacapital.com/Investor-Relations/ Policies-and-Codes.

DEPOSITORY SYSTEM

The Company’s Equity Shares are tradable in electronic mode. As on 31^st March, 2018, out of the Company’s total equity paid-up share capital comprising of 2,20,10,39,348 Equity Shares, 2,16,66,04,333 Equity Shares were held in dematerialised mode.

In view of the numerous advantages offered by the Depository System, the Members holding shares in physical mode are advised to avail the facility of dematerialisation.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES

A report on the performance and financial position of each of the Company’s Subsidiaries, Joint Ventures and Associates as per the Section 129(3) of the Act and the rules made thereunder in the prescribed Form AOC-1 is attached as Annexure IV of the Board’s Report.

The Audited Financial Statements including the Consolidated Financial Statements of the Company and all other documents required to be attached thereto are available on the Company’s website at: https://www.adityabirlacapital.com/Investor-Relations/Financial-Reports.

The Financial Statements of each of the Subsidiaries are available on the Company’s website at: https://www.adityabirlacapital.com/Investor-Relations/ Financial-Reports.

A copy of the Audited Financial Statements for each of the Subsidiary Companies will be made available to the Members of the Company seeking such information.

These documents will also be available for inspection on all working days, i.e. except Saturdays, Sundays and Public Holidays at the Registered Office of the Company.

RISK MANAGEMENT

The Company is a Core Investment Company (“CIC”) and its operations are limited to being a CIC. The risks therefore relate to investments made in its Subsidiaries. The operations of each of the Subsidiaries, the risks faced by them and the risk mitigation tools used to manage them are reviewed periodically by the Committees of the Board and the Board of the respective Subsidiaries. The same are considered by the Board of the Company, as well. Details of the same are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all contracts / arrangements / transactions entered into by the Company with related parties were in ordinary course of business and on an arm’s length basis and were not considered material as per the provision of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014, is not applicable

All related party transactions have been approved by the Audit Committee of the Board of Directors of your Company and are reviewed on a periodic basis.

The details of contracts and arrangements with related parties of your Company for the financial year under review, are given in notes to the Standalone Financial Statements, forming part of this Annual Report. The Policy on Related Party Transactions, as approved by the Board, is available on your Company’s website at: https://www.adityabirlacapital.com/investor-relations/policies-and-codes.

INTERNAL FINANCIAL CONTROLS

Your Company has in place an adequate internal control system commensurate with the size of its operations.

The Internal control system comprising of policies and procedures is designed to ensure sound management of your Company’s operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalised. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company’s operations.

During the financial year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on such controls.

INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organisation’s risk management, control and governance processes.

The framework is commensurate with the nature of the business and the size of its operations. Internal auditing at the Company involves the utilisation of a systematic methodology for analysing business processes or organisational problems and recommending solutions to add value and improve the organisation’s operations.

The audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, your Directors make the following statement and confirm that:-

i) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for financial year ended on that date;

iii) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts on a ‘going concern basis’;

v) the Directors have laid down Internal Financial Controls and that such Internal Financial Controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES IN COMPOSITION OF THE BOARD

Appointment of Directors

As on 31^st March, 2018, your Board comprised of 7 (Seven) Directors which included 3 (Three) Non-Executive Directors and 4 (Four) Independent Directors. Your Directors on the Board possess experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation except Independent Directors whose term of 5 consecutive years was approved by the Members of the Company at the previous Annual General Meeting (AGM) of the Company held on 19^th July, 2017.

During the financial year under review, your Company appointed Mrs. Vijayalakshmi Iyer (DIN: 05242960),

Mr. Arun Adhikari (DIN: 00591057) and Mr. P H Ravikumar (DIN: 00280010) as Additional (Independent) Directors of the Company with effect from 26^th June, 2017, which was subsequently approved by the Members at the previous AGM of the Company held on 19^th July, 2017.

During the financial year under review, Mrs. Pinky Mehta, Non-Executive Director (DIN: 00020429) was appointed as a Whole-time Director and Chief Financial Officer of the Company with effect from 1^st July, 2017. Thereafter,

Mrs. Pinky Mehta relinquished the position of Whole-time Director with effect from 26^th October, 2017. However, she continues to act as a Chief Financial Officer (Key Managerial Personnel) as per the provisions of the Act.

During the financial year under review, Mr. Kumar Mangalam Birla (DIN: 00012813), Dr. Santrupt Misra (DIN: 00013625) and Mr. Sushil Agarwal (DIN: 00060017) were appointed as the Additional Non-Executive Directors on the Board of the Company with effect from 26^th October, 2017.

Resignation of Directors

Mr. D P Rathi -Independent Director (DIN: 01491926) and Mr. Shriram Jagetiya - Non-Executive Director (DIN: 01638250) of the Company resigned from the Board with effect from 23^rd June, 2017 and 26^th October, 2017, respectively. The Board places on record its appreciation and gratitude for the valuable contribution and advice offered by Mr. Rathi and Mr. Jagetiya during their tenure as Director(s) of the Company.

Retirement by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, none of the Director(s) of the Company are eligible to retire by rotation at the ensuing Annual General Meeting (AGM).

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ‘criteria of Independence’ as prescribed under Section 149(6) of the Act and have submitted their respective declarations as required under Section 149(7) of the Act and Regulation 16(1) of SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ajay Srinivasan, Chief Executive Officer (CEO), Mrs. Pinky Mehta-Chief Financial Officer (CFO) and Mr. Sailesh Daga, Company Secretary (CS), are the Key Managerial Personnel of your Company.

During the financial year under review, Mrs. Anjali Makhija resigned as the CFO of the Company with effect from 23^rd June, 2017. The Board places on record its appreciation and gratitude for the valuable contribution and advice offered by Mrs. Makhija during her tenure as the CFO of the Company.

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of your Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of your Company, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination, Remuneration and Compensation Committee and the Board of Directors have carried out an annual performance evaluation of the performance of various Committees of the Board, individual Directors and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms an integral part of this Annual Report. The details of the programme for familiarisation of the Independent Directors of your Company are available on your Company’s website at: https://www. adityabirlacapital.com/about-us/board-of-Directors.

MEETINGS OF THE BOARD AND ITS COMMITTEES BOARD

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 10 (Ten) times.

The Meetings of the Board were held on 25^th April, 2017, 9^th May, 2017, 26^th June, 2017, 29^th June, 2017, 18^th July, 2017, 24^th July, 2017, 11^th August, 2017, 25^th October, 2017, 7^th November, 2017 and 9^th February, 2018.

Further details on the Board Meetings are provided in the Corporate Governance Report, forming part of this Annual Report.

AUDIT COMMITTEE

During the financial year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of your Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of your Company. The Committee has also reviewed the procedures laid down by your Company for assessing and managing the risks.

Further details on the Audit Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE

During the financial year under review, the nomenclature of the Nomination and Remuneration Committee was changed to Nomination, Remuneration and Compensation Committee.

Further details on the Nomination, Remuneration and Compensation Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

The Nomination, Remuneration and Compensation Committee has formulated a policy on remuneration under the provisions of Section 178(3) of the Act and the same is attached as Annexure V of the Board’s Report.

OTHER COMMITTEES

Details of all the other Committees of the Board are provided in the Corporate Governance Report, which forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the extract of annual return for the financial year ended 31^st March, 2018 in Form MGT-9 under the provisions of 92(3) of the Act is attached as Annexure VI of the Board’s Report.

AUDITORS STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No.:117366W/W-100018, LLP Identification No: AAB-8737) had been appointed as Statutory Auditors of the Company for a term of 5 (Five) years i.e. from the Tenth Annual General Meeting till the conclusion of Fifteenth Annual General Meeting of the Company.

The Company had received certificate from the Statutory Auditors confirming their eligibility and willingness for their appointment pursuant to Section 139(1) of the Act.

The observation(s) made in the Auditor’s Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. BNP & Associates, Company Secretaries to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. BNP & Associates, Company Secretaries, is attached as Annexure VII of the Board’s Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

COST AUDITORS

The provisions of Cost Audit as prescribed under Section 148 of the Act, are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, your Company has a Corporate Social Responsibility (CSR) Committee.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is available on the Company’s website at: https://www.adityabirlacapital.com/investor-relations/policies-and-codes.

In view of losses in the previous years, your Company was not required to spend any amount towards CSR during the financial year under review. Accordingly, no CSR activity was undertaken by the Company.

Further details on the CSR Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report which forms part of the Annual Report. Whistle Blower Policy is available on the Company’s website at: https://www. adityabirlacapital.com/investor-relations/policies-and-codes.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place an appropriate policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the financial year under review, there were no complaints received/cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

Your Company believes that human resources are at the core of sustaining and building our organisation. Over the last one year, the Human Resource team has contributed significantly in reducing attrition and improving productivity and supporting the business in identifying and grooming leaders across all business units of the Company. A majority of leadership positions in the business units of the Company are today being filled internally which in turn is helping our newer businesses scale up faster. With an unswerving focus on nurturing and retaining talent, your Company provides avenues for learning and development through functional, behavioral and leadership training programs as well as on the job training to enable the employees to constantly upgrade their skills. Due to all these initiatives your Company was ranked as the 12^th Best Employer to work for in India in a survey conducted by Business Today and People Strong.

SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the financial year under review:

1. Your Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Schemes referred to in this Report.

2. Your Company has not made any Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

3. No fraud was reported by the Auditors to the Audit Committee or the Board of Directors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation for the support and co-operation extended by the Members and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments and all Regulatory bodies.

Your Directors place on record their appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company’s growth.

For and on behalf of the Board of Directors

Aditya Birla Capital Limited

(Formerly known as Aditya Birla Financial Services Limited)

Kumar Mangalam Birla

Date: 8^th May, 2018 Chairman

Place: Mumbai DIN: 00012813

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Mar 31, 2017

Dear Shareholders,

The Directors of Aditya Birla Capital Limited (Formerly known as Aditya Birla Financial Services Limited) (“your Company” or “the Company” or “ABCL”) are pleased to present the Tenth Annual Report and the Audited Financial Statements of your Company for the financial year ended 31^st March 2017.

I. FINANCIAL DATA AND RELATED MATTERS:

A. Financial Performance

(Rs. in Crores)

	Consolidated		Standalone
Particulars	2016-17	2015-16	2016-17	2015-16
Revenue from Operations	5,805.69	3,597.95	34.99	7.28
Other Income	80.18	71.18	0.03	0.07
Total Revenue	5,885.87	3,669.13	35.02	7.35
Total Expenses	4,809.30	2,791.67	30.11	6.09
Profit / (Loss) before Depreciation/ Amortization, Interest and Tax	1,119.74	844.61	4.91	1.25
Depreciation and Amortization	43.17	32.85	0.14	0.03
Finance Cost	10.83	8.81	0.53	-
Profit / (Loss) before Tax	1,065.74	868.65	4.24	1.23
Current Tax	380.47	372.91	-	1.81
MAT Credit	(0.36)	(0.36)	-	-
Provision for Tax of earlier years	2.00	7.17	-	0.62
Write back of excess provision for Tax	(7.52)	(35.15)	-	(0.72)
Profit / (Loss) for the year	691.15	524.08	4.24	(0.48)
Basic earnings per share	6.35	5.01	0.05	(0.01)
(Face value of Rs.10 each)
Diluted earnings per share	6.35	4.34	0.05	(0.01)
(Face value of Rs.10 each)

The above figures are extracted from the standalone and consolidated financial statements prepared in accordance with accounting principles generally accepted in India including the Accounting Standards specified under section 129(3) of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act.

B. Implementation of Indian Accounting Standards (IND AS) converged with International Financial Reporting Standards (IFRS)

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on 16 February 2015.

Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (IND AS) converged with International Financial Reporting Standards (IFRS). The accounts of the Company are consolidated by Aditya Birla Nuvo Limited (ABNL) the Holding Company. As Indian Accounting Standards (IND AS) is applicable to ABNL, the Company has also prepared its accounts under IND AS.

As IND AS will be applicable to the Company from April 1, 2018, the financial statements for the year under review has been prepared as per Indian Generally Accepted Accounting Principles (IGAAP).

Consolidated Financial Statements The Consolidated Financial Statements of the Company and its Subsidiaries, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with all relevant documents and the Auditors’ Report form part of this Annual Report. The consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies, Associates and Joint Ventures.

The Financial Statements as stated above are also available on the website of the Company and can be accessed at the Web-Link: http:// adityabirlacapital.com/Pages/Investors/ FinReports.aspx

C. Statement containing salient features of financial statements of subsidiaries

A report on the performance and financial position of each of its subsidiaries, associates as per the Section 129(3) of the Companies Act, 2013 (“Act”) and the Rules made thereunder is provided in the prescribed form AOC 1 as per Annexure I.

D. Review of Operations

Aditya Birla Capital Limited is registered with the Reserve Bank of India (RBI) as a Non Deposit taking Systemically Important Core Investment Company (“CIC-ND-SI”). ABCL is primarily a holding company, holding investment in its Subsidiaries, Joint Ventures & Associates and carries out such activities, as are permitted under the directions issued by the RBI for Core Investment Companies. It has a significant presence across several business sectors including NBFC, asset management, life insurance, health insurance and wellness, housing finance, private equity, general insurance broking, wealth management, broking, online personal finance management, and pension fund management. The Company has recently applied to RBI for seeking license to start asset reconstruction and securitisation business.

The Company’s businesses are spread across the gamut of financial services in India, and include entities among the top five largest private diversified NBFCs in India based on AUM as of 31 March 2017 (source: CRISIL), the 4th largest asset management company in India by domestic AAUM as published by AMFI for the quarter ended March 2017, a leading private life insurance company in India and among the top five general insurance brokers in India.

Across our 12 lines of business, the Company manages assets worth Rs.24,630 Crores and has over 12,000 employees as of 31 March 2017. It has a presence in more than 400 cities in India through over 1,300 points of presence and over 142,000 agents and channel partners. Our AUM (across our asset management and insurance businesses) has grown from Rs.10,740 Crores in fiscal year 2013 to Rs.24,630 Crores in fiscal year 2017, while our lending book has grown from Rs.800 Crores to Rs.3,880 Crores over the same period. With consolidated revenue of Rs.588.6 Crores and profits before tax of Rs.106.6 Crores for the year ended 31 March 2017, the Company has emerged as a significant player in the financial services business among non-bank players. The Company had a net worth of Rs.4,610.9 Crores and debt of Rs.493.0 Crores as on March 31, 2017 and has deployed Rs.5,054.0 Crores as investment in its Subsidiaries and private equity fund. During the year ended March 31, 2017, the Company received capital infusion of Rs.2,948.0 Crores from its holding company and raised debt of Rs.493.0 Crores to meet its capital requirement for investment in subsidiary companies and redemption of preference shares.

Upon consummation of the Scheme, the Company will be a subsidiary of Grasim Industries Limited (a part of Aditya Birla Group), a Company having a leadership position across its manufacturing as well as services sector businesses.

E. Reserves

In view of carried forward losses, the Company has not transferred any amount to the General Reserve.

F. Dividend

In view of carried forward losses, your Directors do not recommend any dividend for the year under review.

G. Related Party Transactions

During the financial year under review, your Company entered into related party transactions which were on arms’ length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. All related party transactions have been approved by the Audit Committee of the Board of Directors of your Company and are being reviewed by them on periodic basis.

The details of contracts and arrangement with related parties of your Company for the financial year ended 31 March 2017 is given in Note No. 31 to the financial statements.

H. Conservation of Energy & Technology Absorption

The Company has no particulars to report as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption considering the nature of activities undertaken by the Company during the year under review.

I. Foreign Exchange earnings and expenditure during the year:

There were no foreign exchange during the year. The foreign exchange outgo was Rs.1,66,55,846/-.

J. Material Changes and Commitment affecting Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31 March 2017 and the date of the Directors’ report.

K. Internal Financial Controls

The Company has in place adequate Internal Financial Controls commensurate with the size, scale and complexity of its operations to ensure the orderly and efficient conduct of its business. Your company has documented standard operating procedure (SOP), Risk Control Mechanism (RCM) and Entity Level Controls (ELC) of the Company.

L. Statutory Auditors, their Report and Notes to Financial Statements

As per the provisions of the Companies Act, 2013 (“the Act”) the period of office of M/s. S R Batliboi & Co. LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. 301003E) Statutory Auditors of the Company, is expiring at the conclusion of ensuing Annual General Meeting.

It is proposed to appoint M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No.:117366W/W-100018, LLP Identification No: AAB-8737) as Statutory Auditors of the Company for a term of 5 years i.e. from the date of ensuing Annual General Meeting till the conclusion of Fifteenth Annual General Meeting of the Company. M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants have given their consent in writing and have furnished a certificate to the effect that their appointment, if made, would be in accordance with the provisions of Section 139(1) of the Act and that they meet with the criteria prescribed under Section 141 of the Act, for holding the office, as Statutory Auditors of the Company. Your Directors recommend their appointment at the ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial ended 31 March 2017.

II. INFORMATION ABOUT THE COMPANY, ITS SUBSIDIARIES AND BUSINESS OUTLOOK

A. Key Highlights

- The Board of Directors at its Meeting held on 11 August 2016 approved a Composite Scheme of Arrangement (SoA) between Aditya Birla Nuvo Limited (ABNL) and Grasim Industries Limited (Grasim) and the Company and their respective shareholders and creditors.

- Subsequently, during the year under review and as on the date of this report, the following events occurred with respect to Scheme of Arrangement (SoA):

- Approval received from Competition Commission of India (CCI)

- Reserve Bank of India (RBI) approval for purchase of shares of Birla Sun Life Insurance Company Limited and prior approval for change in control of the Company from Aditya Birla Nuvo Limited to Grasim Industries Limited.

- The Scheme has been sanctioned by the Hon’ble NCLT on 1 June 2017.

- The ABNL Amalgamation Committee and Merger Committee of Aditya Birla Nuvo Limited and Grasim Industries Limited had fixed 1 July 2017 as the Effective Date-1 for the effectiveness of Part II of the SoA.

- Grasim Industries Limited fixed the record date-1 for the effectiveness of Part II of the Scheme as 6 July 2017 and the Board and Grasim Industries Limited fixed 4 July 2017 as the Effective Date-2 for the effectiveness of Part III of the Scheme and 20 July 2017 as the Record Date-2 for the effectiveness of Part III of the Scheme.

- The Company on 23 March 2017, acquired 969,616,080 Equity shares of Birla Sun Life Insurance Company Limited (BSLI) constituting 51% of the issued and subscribed share capital of BSLI, from Aditya Birla Nuvo Limited (ABNL), the Company’s Holding Company. Subsequently, Birla Sun Life Insurance Company Limited (BSLI) has become subsidiary of the Company effective from 23 March 2017.

- The Credit Rating agency ICRA Limited has assigned the rating of “[ICRA]A1 ” for the Company’s Rs.500 Crores Commercial Paper Programme. The Company has an outstanding of Rs.492.97 Crores as on 31 March 2017 raised debt capital through issue of Commercial Paper.

- The Company has incorporated a new subsidiary Company in the name of Aditya Birla Wellness Private Limited (ABWPL) on 23 June 2016 by subscribing to its Memorandum of Association. The Company holds 51% shares in ABWPL.

- The Company has incorporated a wholly owned Subsidiary Company in the name of Aditya Birla ARC Limited (ABARCL) on 10 March 2017.

- Birla Sun Life Asset Management Company Limited (BSLAMCL), a subsidiary Company) through Aditya Birla Sun Life AMC Pte Ltd., Singapore (wholly owned subsidiary Company of BSLAMCL) incorporated 2 new Companies in the name of Global Clean Energy Fund SPC, Cayman Islands (Formerly known as Global Clean Energy Fund) and New Horizon Fund -SPC, Cayman Islands which became a step down subsidiary of the Company with effect from 1 April 2016 and 28 April 2017 respectively.

- The Company has received maiden Interim Dividend from Birla Sun Life Asset Management Company Limited-Subsidiary Company, amounting Rs.25.50 Crores during the year under review.

- The Company has a net worth of Rs.4,610.90 Crores as on 31 March 2017 and has deployed Rs.5,053.97 Crores as investment in its subsidiaries, joint ventures and associates and Private Equity Fund.

- A Scheme of Arrangement between Aditya Birla Money Mart Limited (ABMML) and Aditya Birla Finance Limited (ABFL) (Subsidiary Companies) was approved by the Hon’ble Gujarat High Court. ABFL and ABMML filed the certified copies of the Scheme and Order of the Gujarat High Court with the Registrar of Companies on 31 December 2016 being the effective date. As per the Scheme of Arrangement, the Wealth Management undertaking of ABMML stands transferred to and vested in ABFL on a going concern basis effective from 31 December 2016, Appointed Date being 1 April 2016.

- The name of the Company was changed from Aditya Birla Financial Services Limited to Aditya Birla Capital Limited effective from 21 June 2017.

Key Subsidiaries

Aditya Birla Finance Limited (Non Banking Financial Company) (ABFL)

- Aditya Birla Finance Limited (“ABFL”) is among the leading well-diversified financial services company in India offering end-to-end lending, financing and wealth management solutions to a diversified range of customers across the country. ABFL is registered with RBI as a systemically important non-deposit accepting non-banking finance company (“NBFC”) and ranks among the top five largest private diversified NBFCs in India based on AUM as of 31 March 2017 (source: CRISIL).

- ABFL caters to the varied needs of diverse set of customers ranging across retail, HNI, ultra HNI, micro enterprises, SME, mid and large corporates. ABFL offers customized solutions in areas of personal and business loans, corporate finance, mortgages, capital market based lending, project loans, structured finance, wealth management and digital lending, debt capital markets and syndication.

- The lending book of ABFL grew year on year by 35% to reach Rs.34,703 Crores mark as on 31 March 2017.

- Driven by strong growth in lending book and fee based income, revenue from operations rose from Rs.2,463 Crores in FY16 to Rs.3,425 Crores in FY17, an increase of 39% and its earnings before tax increased from Rs.626 Crores to Rs.832 Crores an increase of 33%.

- The credit environment continued to be challenging during the year. With diversified portfolio, strong credit appraisal and risk management practices ABFL had been able to maintain healthy loan book. As on 31 March 2017, Gross NPA ratio stood at 0.47% (Previous Year: 0.63%) and Net NPA ratio at 0.21% (Previous Year: 0.22%).

- ABFL received capital infusion of Rs.700 Crores during the year (Previous year Rs.702 Crores). ABFL’s net worth expanded year-on-year by 35% from Rs.3,696 Crores to Rs.4,991 Crores led by capital infusion and internal accruals.

Aditya Birla Housing Finance Limited (Housing Finance) (ABHFL)

- Aditya Birla Housing Finance Limited (“ABHFL”), is a fast growing housing finance company (“HFC”) in India. ABHFL commenced operations in the housing finance sector in October 2014 and significantly expanded its business by expanding its footprint to 40 branches and over 1,700 channel partners, as on March 2017.

- ABHFL is registered with the NHB as a systemically important non deposit accepting housing finance company. ABHFL aims to enhance its focus on tie-ups with developers and builders, along with achieving the right balance of sourcing and product mix and increasing its penetration by cross selling and up-selling.

- In FY17, the book size has grown by 110% to Rs.4,136 Crores from Rs.1,973 Crores a year ago. Driven by strong growth in lending book, revenue from operations grew from Rs.101 Crores to Rs.315 Crores in FY17.

- ABHFL received capital infusion of Rs.178 Crores during the year (Previous year Rs.189 Crores). ABHFL’s net worth expanded year-on-year from Rs.205 Crores to Rs.367 Crores led by capital infusion. The business is growing at a rapid pace and would require further capital for future growth.

Birla Sun Life Asset Management Company Ltd. (BSLAMCL)

- Birla Sun Life Asset Management Company Limited (“BSLAMC”) is the 4^th largest asset management company in India by domestic average assets under management (“AAUM”) as published by AMFI for the quarter ended March 2017, with a market share of 10.67% of domestic AAUM. BSLAMC is one of the leading providers of asset management services in India and manages the investment portfolios of Birla Sun Life Mutual Fund.

- Mutual fund industry Average AUM (AAUM) for the quarter ended 31 March 2017 grew year-on-year by 35.2% to reach its highest ever Rs.18.3 trillion mark. Equity assets grew by 39.7% to Rs.5.9 trillion, Debt assets grew by 38.4% to Rs.8.4 trillion and Liquid assets by 23.5% to Rs.4.0 trillion. [Source: Association of Mutual Funds in India (“AMFI”), www. amfiindia. com],

- BSLAMC domestic Average AUM (AAUM) for the quarter ended 31 March 2017, surged year-on-year by 43% to reach Rs.1,95,049 Crores. Its domestic Equity AAUM surged y-o-y by 57% to Rs.49,914 Crores. Its equity ranking improved to number 4 with market share improving from 7.6% to 8.5%.

- With a far reaching network of 145 branches and other distribution channels, a wide range of product offerings across equity, debt, balanced as well as structured asset classes and consistent investment performance, BSLAMC has over 3.9 million investor folios as of 31 March 2017.

- Led by strong growth in assets under management, BSLAMCL consolidated revenue is up by 27% from Rs.765 Crores to Rs.969 Crores in FY17. Earnings before tax rose by 7.3% from Rs.314 Crores to Rs.337 Crores in FY17 due to higher equity inflows, penetration into B15 markets through Market Representatives and higher share of SIPs increasing persistency at low costs. The MF industry is moving towards trail commission which would see higher commission outflows in future years.

Aditya Birla Insurance Brokers Limited (ABIBL)

- Aditya Birla Insurance Brokers Limited (“ABIBL”) is a leading composite insurance broker (non-life and re-insurance) registered and regulated by the Insurance Regulatory and Development Authority of India (“IRDAI”).

- ABIBL is in the business of insurance broking and risk advisory services in non-life and reinsurance business. It specializes in providing insurance broking and risk management solutions for companies and individuals. ABIBL also offers re-insurance solutions to insurance companies and has developed strong relations with Indian as well as global insurers operating in India, South Asia, Middle East and South East Asia.

- In FY17, ABIBL’s premium placement rose y-o-y by 59% to Rs.2,580 Crores while non life industry premium without crop insurance in India grew by 18%. Its market share in non-life industry increased to 2.02% (Previous Year 1.68%).

- ABIBL’s earnings before tax grew by 19% from Rs.32.86 Crores in FY16 to Rs.38.52 Crores in FY17.

Aditya Birla Capital Advisors Private Limited (Private Equity) (ABCAPL)

- ABCAP provides financial advisory and management services with focus on managing venture capital funds and alternate investment funds. ABCAP is presently appointed as an investment manager to two SEBI registered domestic venture capital funds, namely, Aditya Birla Private Equity - Fund I and Aditya Birla Private Equity - Sunrise Fund, It currently manages gross AUM of Rs.1179 Crores under these two funds.

- In addition, ABCAP offers investment management and advisory services as Aditya Birla Private Equity (“ABPE”) to domestic and global investors and partners with its portfolio companies to provide them strategic direction for their operations and growth. ABPE focuses on growth investments in mid-market companies, with India as the investment destination.

- ABCAP seeks to tap the broader alternative funds market through a variety of products such as buy out funds and mezzanine funds in the future.

- During 2016-17, ABCAPL reported revenue of Rs.17 Crores and posted net profit of Rs.1.6 Crores.

Aditya Birla Money Limited (Equity & Commodity Broking) (ABML)

- Aditya Birla Money Limited (“ABML”), incorporated in 1995, is a listed company. Its shares are listed on the BSE and NSE. ABML is currently engaged in the business of securities broking and is registered as a stock broker with SEBI. It is a member of the BSE and NSE and offers equity and derivatives trading through NSE and BSE. It holds license from SEBI and offers portfolio management services. ABML is also registered as a depository participant with National Securities Depository Limited (“NSDL”) and the Central Depository Services Limited (“CDSL”). It also holds SEBI license as a research analyst and ARN code issued by AMFI.

- It offers a wide range of solutions including broking, portfolio management services, depository and e-insurance repository solutions and distribution of other financial products. It has a combined pan India distribution network with 40 plus branch offices and 700 plus franchisee offices.

- It also has a robust online and offline model with a strong technological backbone to support a large registered customer base of over 300,000 customers.

- Consolidated revenue from operations of ABML improved marginally to Rs.125 Crores (previous year: Rs.119 Crores).

- Net profit doubled to Rs.8 Crores against Rs.4 Crores in previous year due to 32% increase in margin book, new franchisee acquisition, increase in dealer productivity and revamped web trading platform.

Aditya Birla MyUniverse Limited (Formerly known as Aditya Birla Customer Services Limited) (Online Money Management) (ABMUL)

- Aditya Birla MyUniverse Limited (“ABMUL”) was incorporated in 2008 and ventured into the personal finance management space in 2012 through its online money management platform www.MyUniverse.co.in (“MyUniverse”). It offers its customers account aggregation of all financial services products including bank accounts, credit cards, loans, mutual funds, demat accounts, insurance, incomes and expenses in a highly secure environment.

- MyUniverse provides the customers with a single window view of their personal financial universe thereby helping them in evaluation of their net worth. It also seeks to assist its customers with money management through a wide range of personal finance services such as expense tracking, setting budgets, transactions tracking, registration for payment of bills and online tax filing services, through third party service providers.

- It is a rapidly growing platform and now has over 3.76 million registered customers with around 8% to 15% of them using the aggregation services.

- MyUniverse works with over 45 financial institutions and offers their services and products.

- During 2016-17, ABMUL reported revenue of ‘. 11.44 Crores and posted net loss of Rs.57.71 Crores.

Aditya Birla Health Insurance Co. Limited (AbHiCL) (Health Insurance)

- ABHICL is a 51:49 Venture between MMI Strategic Investments (Pty) Limited, South Africa and Aditya Birla Capital Limited.

- ABHICL’s multi-channel distribution strategy drives scale and comprises of agency, Bancassurance, brokers, digital and online tele-assisted channels and all such channels are active. As at 31 March 2017, agency roll out was achieved in seven cities and nine branches with around 1,800 agents and ABHICL has partnered with four banks including HDFC Bank. ABHICL also has over 50 brokers.

- ABHICL is a 51:49 Venture between MMI Strategic Investments (Pty) Limited, South Africa and Aditya Birla Capital Limited.

- ABHICL commenced business operation from Q3 FY17 and Gross premium of 54 Crores and net loss of Rs.87 Crores.

B. Change in nature of business

During the year under review, there has been no change in the nature of business of the Company.

C. Significant and material orders passed by the Regulators or Courts or Tribunals

Composite Scheme of Arrangement between Aditya Birla Nuvo Limited and Grasim Industries Limited and Aditya Birla Financial Services Limited and their respective Shareholders and Creditors.

The Board of Directors at its Meeting held on 11 August 2016 approved the Composite Scheme of Arrangement between Aditya Birla Nuvo Limited and Grasim Industries Limited and the Company and their respective shareholders and creditors. The Scheme proposed that Aditya Birla Nuvo Limited- shall merge with Grasim Industries Limited (Grasim or the Transferee Company) and upon the merger becoming effective, the financial services business of amalgamated Grasim shall be demerged into the Company (the Resulting Company) and ABCL shall issue shares to the Shareholders of amalgamated Grasim as per the share entitlement ratio as per the Scheme. Consequently, ABCL shall be listed in accordance with the draft Composite Scheme of Arrangement under Sections 391 -394 and other relevant provisions of the Companies Act, 1956 (including those of the Companies Act, 2013 as are notified and applicable from time to time, and collectively, the “Act”) (“the Scheme”).

Subsequent to the approval of the Board of Directors the following actions were taken:

- The draft Scheme of Arrangement (SoA) was filed by Aditya Birla Nuvo Limited with the Stock Exchanges on 17 August 2016 and no adverse observations/no objection letters dated 16 November 2016 were received from BSE Limited and National Stock Exchange of India Limited to Aditya Birla Nuvo Limited and Grasim Industries Limited.

- The SoA was filed with the Competition Commission of India (CCI) on 8 September 2016 and thereafter, the CCI vide its Letter dated 7 December 2016 approved the SoA. The Certified copy of order was received from Competition Commission of India vide its letter No.: Comb Reg. No.: C-2016/09/429/2340 dated 20 January 2017 bearing registration no. C-2016/09/429.

- Application for prior approval was filed with the Reserve Bank of India (RBI) for purchase of shares of Birla Sun Life Insurance Company Limited (BSLI) on 8 October 2016 and the RBI vide its letter dated 14 March 2017 approved the application. Pursuant to the receipt of the approval by the RBI, the Company purchased 51% of Equity Shares of BSLI from Aditya Birla Nuvo Limited on 23 March 2017, thereby becoming its Holding Company.

- Application for prior approval of Reserve Bank of India (RBI), for change in the shareholder of the Company from Aditya Birla Nuvo Limited to Grasim Industries Limited pursuant to the Composite scheme of arrangement (SoA) was filed on 12 January 2017, as per requirement of Core Investment Company (Reserve Bank) Directions, 2016 and the RBI vide its letter dated 14 March 2017 granted the prior approval.

- Application in National Company Law Tribunal (NCLT) was filed on 16 January 2017 for dispensation of Meeting of Equity Shareholders/Preference Shareholders and creditors and approval of the Scheme. The National Company Law Tribunal, Bench at Ahmedabad thereafter passed the Final order vide its Order CA(CAA) No. 3/230-232/NCLT/ AHM/2017 on 6 February 2017 and as rectified vide order dated 14 February 2017.

- The Company vide NCLT’s order convened the Meeting(s) of Equity Shareholders on 10 April 2017 at 10.00 a.m. at the registered office of the Company and subsequently, the Equity Shareholders of the Company approved the SoA at its Meeting held on 10 April 2017. No Meeting of Preference Shareholders was convened on 10 April 2017, as the Number of Preference Shareholders as on the date of Meeting was Nil. The Notice of Extraordinary General Meeting to Equity Shareholders of the Company was sent on 7 March 2017.

- The Scheme has been approved by NCLT on 1 June 2017.

- The Committee of the Board of Directors of Grasim and ABCL have decided to make the demerger of financial services business of Grasim in ABCL effective on 4 July 2017.

Note: No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

D. Share Capital

Alteration in Memorandum and Articles of Association of the Company

i) During the year under review, for augmenting the Company’s financial resources and strengthening its capital structure in line with the Company’s intended activities, the Company reclassified its Authorised Share Capital to Rs.4000,00,00,000 (Rupees Four Thousand Crores Only) divided into 220.00.00.000 (Two Hundred Twenty Crores) Equity Shares of Rs.10/- (Rupees Ten Only) and 180.00.00.000 (One Hundred Eighty Crores) Preference Shares of Rs.10/- (Rupees Ten Only) each by obtaining Shareholders’ consent at the Extra-Ordinary General Meeting held on 20 February 2017.

ii) Further, the Company reclassified its Authorised Share Capital to Rs.4000,00,00,000 (Rupees Four Thousand Crores Only) divided into 400,00,00,000 (Four Hundred Crores) Equity Shares of Rs.10/- (Rupees Ten Only) each by obtaining Shareholders’ consent at the Extra-Ordinary General Meeting held on 12 June 2017.

iii) Consequent to the reclassification in the Authorised Share Capital of the Company, Clause V(a) of the Memorandum of Association was altered so as to reflect the reclassification in the Authorised Share Capital.

a) Equity Share Capital

During the year under review the Company has allotted the following Equity Shares:

Date of Allotment	No. of Shares	Face Value	Premium	Issue Price	Total Amount (incl. premium)	Type of Allotment
3-Jun-2016	2,00,00,000	10	90	100	200,00,00,000	Rights basis
2-Mar-2017	38,25,80,000	10	60	70	2,678,06,00,000	Rights basis
Total	40,25,80,000				2,878,06,00,000

During the year under review the Company has converted the following Preference Shares into Equity Shares:

Date of Allotment	No. of Preference Shares	No. of Equity Shares	Face Value	Premium	Issue Price	Total Amount (incl. premium)	Type of Allotment
22-Dec-2016	2,95,00,000	29,50,000	10	90	100	29,50,00,000	Conversion into Equity Shares
16-Feb-2017	2,70,00,000	27,00,000	10	90	100	27,00,00,000	Conversion into Equity Shares
16-Feb-2017	28,00,00,000	2,80,00,000	10	90	100	280,00,00,000	Conversion into Equity Shares
Total	33,65,00,000	3,36,50,000				336,50,00,000

b) Preference Share Capital (Partly paid up share):

During the year under review, the partly paid up 20,00,00,000 - 6%- Non-Convertible Non Cumulative Redeemable Preference Shares with a face value of Rs.10/- each allotted to Aditya Birla Nuvo Limited on 30 March 2016, became fully paid up on 30 May 2016.

Conversion:

During the year under review, the Company has converted 33,65,00,000 -0.01% -Non-Cumulative Compulsorily Convertible Preference Shares (CCPS) of Rs.10/- each into 3.36.50.000 Equity Shares of Rs.10/- each at an issue price of Rs.100/- (including Rs.90/premium) as per the terms and conditions of the CCPS.

Further, out of 33,65,00,000 -0.01% - Non-Cumulative Compulsorily Convertible Preference Shares (CCPS), the Company received a request from its Preference Shareholder for early conversion of 28,00,00,000 - 0.01% - Non-Cumulative Compulsorily Convertible Preference Shares (CCPS) of Rs.10/- each. The Company on approval of the Board of Directors and the Equity Shareholder/Preference Shareholder, converted the above Shares into 2,80,00,000 Equity Shares of Rs.10/- (Rupees Ten only) each at a premium of Rs.90/- (Rupees Ninety Only) per share, aggregating to Rs.28,00,00,000/-(Rupees Twenty Eight Crores Only) on 16 February 2017, at an early date.

Redemption:

At the request received from its Preference Shareholder for early redemption of 1.47.11.10.000 - 6%- Non-Convertible Non Cumulative Redeemable Preference Shares with a face value of Rs.10/- each, the Company on approval of the Board of Directors and the Equity Shareholder/Preference Shareholder, redeemed the above Shares on 2 March 2017, as per the terms and conditions stipulated at the time of allotment.

E. Issue of Equity shares with differential voting rights:

During the financial year, the Company has not issued equity shares with differential rights.

F. Loans given, investment made, guarantees given or security provided under Section 186 of the Companies Act, 2013:

The particulars of the loans, guarantees and investments covered under provisions of the Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in the Note no. 11, 12 and 13 of the financial statements.

G. Public Deposits

Your Company has not accepted any fixed deposits during the financial year ended 31 March 2017 from the public in accordance with the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014. There was no unclaimed deposit and interest accrued as on 31 March 2017.

H. Extract of Annual Return

The extract of annual return for the financial year ended 31 March 2017 in Form MGT-9 is attached as per Annexure III.

I. Particulars of Employees

The particular of employees of the Company as required under the provisions of Section 197 of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is mentioned in Annexure II.

J. Holding and Subsidiaries

Aditya Birla Nuvo Limited is the Holding Company of the Company.

As on the date of this report and during the financial year ended 31 March 2017, the following Companies became Subsidiary of the Company:

1. Global Clean Energy Fund SPC (Formerly known as Gobal Clean Energy Fund) became a subsidiary of the Company from 1 April 2016;

2. Aditya Birla Wellness Private Limited (ABWPL) became a subsidiary of the Company from 23 June 2016;

3. Aditya Birla ARC Limited, became a subsidiary of the Company with effect from 10 March 2017;

4. Birla Sun Life Insurance Company Limited (BSLI) became a subsidiary of the Company with effect from 23 March 2017; and

5. New Horizon Fund - SPC, Cayman Islands became a subsidiary of the Company from 28 April 2017.

K. Management Discussion and Analysis

The year under review was a year of surprises for Global financial markets. Global growth moved to 3.1% (according to the World Bank) in 2016 and is expected to rise to 3.5% in 2017 and 3.6% in 2018. The recovery in the US is the prime driver for this growth improvement for now. Also, stable commodity prices are expected to keep growth in Emerging Markets fairly reasonable. The World Bank expects Advanced Economies to grow @ 2.0% (up from 1.7% in 2016) and the Emerging and developing economies are expected to grow @ 4.5% in 2017, up from 4.1% in 2016. Overall therefore, global growth is expected to pick up.

With inflation in Advanced economies set to rise to 2% (as per the World Bank’s estimate) from 0.8% in 2016, 2017 would be keenly watched by global financial markets to see what trajectory would Fed rates follow, post the first hike already seen in Mar 2017. In the absence of any meaningful tail winds to commodity prices, any spike in global inflation is less likely.

In the backdrop of ongoing uncertainty, financial markets are expected to be on their toes all throughout.

On the Indian macroeconomic front, FY17 started on a good note with various economic activity indicators slowly recovering and normal monsoon after 2 years of bad monsoon adding to the momentum. This was followed by a brief period of volatility as news around BREXIT led to market uncertainty. Soon, markets got over this, the legislation of inflation targeting framework and creation of the monetary policy committee offered some direction to markets. The run up to the festive season saw improved sentiments in the backdrop of overall macroeconomic stability. Increased activity around the reform agenda, passing of Goods and Services Tax (GST) bill paints a good outlook. The demonetization exercise placed a temporary kink in an otherwise smooth recovery process. But the outcome of this exercise will be a cleaner economy, better tax compliance, a change in attitude towards cash transactions and reduced corruption.

FY17 is expected to close with a Gross value added (GVA) growth of 6.7% yoy down from 7.8% yoy in FY16. Inflation remained well under control, over achieving RBI’s target of 5.0% by averaging at 4.5% for FY17 down from 4.9% in FY16.

The natural by product of the demonetization exercise was a flush of deposits into the banking system. This liquidity surplus with banks enabled monetary policy transmission significantly as banks cut their Marginal Cost of funds based Lending Rates (MCLR) by about 90 bps post this move. But credit off take continued to remain muted. FY17 saw average credit growth of 7% yoy down from 9% yoy in FY16.

While the reliance on banks as a provider of funds took a bit of a hit, non-bank sources took the lead by disbursing ~62% of the overall flow of funds to the commercial sector. External fund flows, especially in the form of Foreign Direct Investment (FDI) played an important role in this, as gross FDI inflows for FY17 stood at ~ USD 60 bn, up from ~ USD 55 bn in FY16. In fact, post the state election results, a new found interest from Foreign Portfolio Investments (FPI) has added to the currency strength basis which INR has already appreciated by ~5% since the beginning of 2017.

Growth prospects for FY18 seem to be improving and inflation looks contained. While the government is all set to go ahead with GST, FII’s are looking at India positively and there is increased thrust on financial inclusion that has encouraged retail participation in the financial services industry especially in the non-bank space. Overall, this bodes well for the Financial Service industry.

III. POLICIES

A. Whistle Blower Policy

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of the Directors and employees by using the mechanism provided in the Whistle Blower Policy.

B. Policy to prevent Sexual Harassment at Workplace

Your Company has in place an appropriate Policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Human Resources

Your Company believes that human resources will play a critical role in its future growth. With an unswerving focus on nurturing and retaining talent, your Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences and providing communication channels for information sharing, to name a few of the initiatives.

Awards and Certifications

- Our subsidiary BSLI was ranked 4^th in a customer loyalty study conducted by Kantar IMRB;

- Our subsidiary BSLAMC received the ‘Best Innovative Approach to Investor Awareness’ award at the Outlook Money Awards 2016;

- Our subsidiary BSLAMC received the ‘Overall Fund House of the Year’ award at the Thomson Reuter Lipper Awards;

- Our subsidiary BSLAMC received the ‘Best Fund House - Investor Education’ at the Asia Asset Management Awards;

- The product portfolio of our subsidiary ABHICL received the ‘New Insurance product of the year’ award from the World Health and Wellness Congress; and

- Our subsidiary ABHICL received the ‘Innovator of the year’ at Insurance India Summit & Awards 2017.

Acknowledgements

Your Directors take this opportunity to express their sincere appreciation for the excellent support and cooperation extended by the shareholders and other business associates. Your Directors gratefully acknowledge the ongoing cooperation and support provided by the Central and State Governments and all Regulatory bodies.

Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company’s growth.

For and on behalf of the Board

Aditya Birla Capital Limited

(Formerly known as Aditya Birla Financial Services Limited)

Shriram Jagetiya Pinky Mehta

Director Director

DIN:01638250 DIN:00020429

Date: 26 June 2017

Place: Mumbai