Aditya Birla Sun Life AMC Ltd

Dear Member(s),

The Board of Directors of Aditya Birla Sun Life AMC Limited (the "Company" or "ABSLAMC") are pleased to present the 31^st Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year ended 31^st March, 2025 ("financial year under review").

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, 2025 as compared to the previous financial year ended 31^st March, 2024 is summarised below:

(Rs in Crore)

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

For the financial year ended 31^st March, 2025, on a Standalone basis, the total revenue of the Company was Rs 1,659.09 Crore and net profit was Rs 924.72 Crore.

• Mutual Fund Quarterly Average Assets Under Management (QAAUM) in Q4 FY25 was Rs 3,81,724 Crore with a market share (excluding ETF) of 6.30%.

• Mutual Fund Equity QAAUM in Q4 FY25 was Rs 1,69,065 Crore with market share of 4.23%.

• Mutual Fund Fixed Income QAAUM of the Company in Q4 FY25 was Rs 2,12,659 Crore with market share of 7.75%.

• Consolidated Revenue of the Company for FY25 was Rs 1,684.78 Crore as against Rs 1,353.19 Crore in FY24.

• Consolidated Profit Before Tax for FY25 was Rs 1,244.54 Crore as against Rs 1,008.15 Crore in FY24.

• Consolidated Profit After Tax for FY25 was Rs 930.60 Crore as against Rs 780.36 Crore in FY24 representing a 19.25% Year on Year (y-o-y) growth.

• Return on Equity for FY25 was 26.99% with a consistent dividend paying track record.

The Consolidated and Standalone Financial Statements of the Company have been prepared in accordance with Ind AS, 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 and the SEBI Listing Regulations, the Audited Consolidated and Standalone Financial Statements of the Company for the financial year ended 31^st March, 2025, together with the Auditors' Report forms part of this Annual Report.

The Audited Financial Statements of the Company as stated above and the Financial Statements of each of the Subsidiaries of the Company, are available on the Company's website at https://mutualfund.adityabirlacapital.com/shareholders/ annual-reports.

The Initial Public Offer (IPO) of the Company by way of an Offer for Sale was launched in October 2021 wherein the Promoters of the Company i.e. Aditya Birla Capital Limited and Sun Life (India) AMC Investments Inc., had collectively diluted 13.5% of their shareholding in the Company to the Public. Following the listing of the equity shares of the Company on the National Stock Exchange of India Limited and the BSE Limited w.e.f. 11^th October, 2021, the Company was required to meet the MPS requirement of 25% within three years, as per the SCRR Rules and the SEBI Listing Regulations.

Accordingly, the Promoters of the Company i.e. Aditya Birla Capital Limited and Sun Life (India) AMC Investments Inc., had collectively sold 11.5% of their shareholding in the Company to the Public, in March 2024 and May 2024, resulting in the dilution of the Promoter/Promoter Group shareholding to 75% and increase in the Public shareholding to 25%. Pursuant to the said sale of shares by the Promoters, the Company successfully achieved the MPS requirement of 25% in May 2024, as required under Rules 19(2)(b) and 19A of the SCRR Rules read with Regulation 38 of the SEBI Listing Regulations.

Pursuant to the requests received from Mr. Parag Joglekar, Mrs. Pinky Mehta and Mr. A. Balasubramanian (categorized as Promoter by virtue of Nominee Shareholders of Aditya Birla Capital Limited) for reclassification from "Promoter and Promoter Group" category to "Public Shareholder" category, the Company post receipt of approval of the Board of Directors of the Company had made an application for the said reclassification to the

National Stock Exchange of India Limited and BSE Limited ("Stock Exchanges") in accordance with Regulation 31A of the SEBI Listing Regulations. Pursuant to the said application, the Stock Exchanges granted approval for the reclassification of Mr. Parag Joglekar, Mrs. Pinky Mehta and Mr. A. Balasubramanian from "Promoter and Promoter Group" category to "Public Shareholder" category, on 27^th December, 2024.

The Company does not have a Holding Company.

The Company has 6 (six) foreign subsidiaries including step-down subsidiaries (subsidiaries by virtue of holding management shares) as on 31^st March, 2025. 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://mutualfund.adityabirlacapital.com/-/media/ bsl/files/resources/policies-and-codes/policy-for-determining- material-subsidiaries.pdf. During the financial year under review, the Company did not have any material subsidiaries.

During the financial year under review, India Yield Advantage Fund VCC (IYAFV) was incorporated on 11^th June, 2024 as a subsidiary of Aditya Birla Sun Life Asset Management Company Pte. Ltd. (ABSLAMC Singapore). ABSLAMC Singapore holds 100% management shares of IYAFV and has no beneficial interest or ownership in IYAFV's income or gains as the same belongs to the Investors of Collective Investment schemes offered by IYAFV. By virtue of this, IYAFV is a step-down subsidiary of the Company.

The Company does not have any Joint Venture/Associate Company.

The Company had transferred Rs 1.25 Crore to the General Reserves for the financial year ended 31^st March, 2025.

The Board of Directors of the Company have recommended payment of dividend of Rs 24 per equity share of face value of Rs 5 each for the financial year ended 31^st March, 2025, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company. Accordingly, the dividend pay-out for the financial year 2024-25 would amount to approx. Rs 692 Crore.

The dividend recommended is in line with the Company's Dividend Distribution Policy, which is available on the Company's website at https://mutualfund.adityabirlacapital.com/-/media/ bsl/files/resources/policies-and-codes/dividend-distribution- policy.pdf.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. 1^st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Shareholders at prescribed rates as per the Income-tax Act, 1961.

During the financial year under review, the Company has issued and allotted 3,98,073 equity shares of Rs 5 each of the Company to eligible employees pursuant to the exercise of Stock Options and Restricted Stock Units in terms of Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021.

Consequently, the issued, subscribed and paid-up share capital increased from Rs 144.05 Crore comprising of 28,80,91,213 equity shares of Rs 5 each as on 1^st April, 2024 to Rs 144.24 Crore comprising of 28,84,89,286 equity shares of Rs 5 each as on 31^st March, 2025.

All the equity shares of the Company are held in dematerialized mode and are compulsorily tradable in electronic form.

During the financial year under review, the Company had not infused capital in its subsidiaries. Further, details of investment in subsidiaries are stated in the Notes to the Financial Statements forming part of this Annual Report.

The Company, being an Asset Management Company, primarily governed by SEBI (Mutual Funds) Regulations, 1996 has not accepted any deposits from the public during the financial year under review, in accordance with Sections 73 and 74 read with Chapter V of the Act.

The details of loans and guarantees given, investments made or security provided, if any, during the financial year under review pursuant to the Section 186 of the Act are provided in the Notes to the Financial Statements forming part of this Annual Report.

The Company is in financial services industry and does not consume high levels of energy. However, regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods. The particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Company's activities.

However, some of the steps taken by the Company for conservation of energy includes:

• The Company is committed to reducing negative environmental impact.

• The Company has tied up with ViaGreen, an organisation that helps the Company in waste management and recycling.

• Most of the offices of the Company have installed LED lights making them energy-efficient. Additionally, regular garbage bags have been replaced with biodegradable garbage bags. Further, at the Mumbai office, the wet waste and dry waste are segregated, particularly the food waste. The wet waste is processed through Organic Waste Compost Machine, and the manure produced is used for plantations and horticulture in the premises. As a result, our wet waste is fully recycled and returned to nature in the form of compost.

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

• The energy saving measures includes selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities/Microsoft Teams/Zoom calls 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 the offices.

The foreign exchange earnings during the financial year under review was Rs 12.54 Crore as compared to Rs 5.01 Crore during the previous financial year. The foreign exchange expenditure during the financial year under review was Rs 16.73 Crore as compared to Rs 19.43 Crore during the previous financial year.

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 enclosed as Annexure I 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 Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/Registrar and Share Transfer Agent/Depository Participants, excluding the aforesaid details which shall be made available for inspection by the Members. 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 abslamc.cs@adityabirlacapital.com.

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Company has published Business Responsibility and Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective for the financial year ended 31^st March, 2025, which forms part of this Annual Report. The said report is also available on the Company's website at https://mutualfund. adityabirlacapital.com/shareholders/annual-reports.

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

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

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.

In view of above, the Company has adopted "Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021" ("ESOP Scheme 2021") for the benefit of the employees of the Company and its Subsidiaries. During the financial year under review, the Company had granted 57,895 Stock Options and 9,099 Restricted Stock Units to the eligible employees under ESOP Scheme 2021.

There were no material changes made to the ESOP Scheme 2021 during the financial year under review. The details/disclosure(s) on the ESOP Scheme 2021 as required to be disclosed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company's website at https://mutualfund.adityabirlacapital.com/shareholders/ annual-reports. The certificate from the Secretarial Auditor of the Company on the implementation of the ESOP Scheme 2021 will be made available at the ensuing AGM of the Company for inspection by the Shareholders.

Further, Aditya Birla Capital Limited ("ABCL") had adopted "Aditya Birla Capital Limited Employee Stock Option Scheme 2017" ("Scheme 2017") and "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022" ("Scheme 2022") for the benefit of the employees of ABCL/its Subsidiaries and Group Companies. The benefits of the said Schemes are extended to the permanent employees in the Management cadre of the Company.

The Company had adopted a long-term incentive plan namely, "Aditya Birla Sun Life AMC Limited Stock Appreciation Rights Scheme 2022" ("SAR 2022") for the welfare of the employees of the Company and its Subsidiaries. Under SAR 2022, cash incentive benefits are provided to the eligible employees through grant of Stock Appreciation Rights. During the financial year under review, the Company had granted 22,889 Stock Appreciation Rights to the eligible employees under SAR 2022.

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.

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 certificate from M/s. N L Bhatia & Associates, Practicing Company Secretaries, on compliance with the requirements of Corporate Governance is enclosed as Annexure II to the Board's Report.

A report on the performance and financial position of the Company's Subsidiaries as per Section 129(3) of the Act read with the rules made thereunder in the prescribed Form AOC-1 is enclosed as Annexure III to the Board's Report.

Risk Management is fundamental to the business, ensuring an optimal balance between risk and return in alignment with the Company's risk appetite. The Company's comprehensive risk management framework monitors Governance, Risk and Compliance across the organisation. The Risk Management philosophy focusses on the following organisational structure to manage risks through the following three lines of defence:

First Line is the Management (Functional Heads/Process Owners) that has the primary responsibility to own and manage risks associated with day-to-day operational activities.

Second Line function enables the identification of emerging risks in daily operation of the business. It does this by providing compliance and oversight in the form of framework, policies, tools, and techniques to support risk and compliance management.

Third-Line function provides objective and independent assurance through audits.

The Board has constituted a Risk Management Committee as required under SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996 to frame, implement and monitor the risk management plan of the Company and the Schemes of the Aditya Birla Sun Life Mutual Fund.

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.

Over the years, the Company has built a strong Risk Management Framework supported by well-established policies and procedures and a talented pool of risk professionals.

Further, the Company has adopted the Risk Management Framework prescribed by SEBI through circular dated 27^th September, 2021. Through this framework, the Company

has devised the mechanism for identifying and measuring the AMC level and Mutual Fund's Scheme level risk appetite and has also setup a robust risk control assessment mechanism to report key emerging risks and control environment at functional level to the Management and the Board of the Company.

The Company has an enterprise risk management framework in place, which includes key risk management activities such as risk identification, risk assessment, risk response and risk management strategy. The identified risks are evaluated and managed by either avoidance, transfer, mitigation or retention. The risks faced can be broadly classified as reputation risk, people risk, regulatory risk, operational risk, investment risk, technology risk, strategic risk and business risk. Close monitoring and control processes, including the establishment of appropriate key risk indicators and key performance indicators are put in place to ensure that risk profiles are managed within limits.

The Company's Investment function operates under the Investment Governance framework approved by the Investment Committee and the Board. The framework helps in not only ensuring regulatory compliance but also provides the framework for management and mitigation of the risks associated with investments.

The Company has implemented an Operational Risk Management framework to manage specific risks that may arise from inadequate or failed internal processes, people, systems, or external events. To manage and control such risks, the Company uses various tools including self-assessments, operational risk alerts and key risk indicator monitoring. The Company recognises that information is a critical business asset and, accordingly, the Company has an information security and cyber security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation.

The Company's risk management systems and procedures highlight its dedication to ethical operations and profitable functioning while adhering to best practices, applicable laws, rules, and regulations. These systems aim to provide reasonable, though not absolute, assurance against material misstatements or loss. They also ensure the safeguarding of assets, the maintenance of accurate accounting records, the reliability of financial information, and the identification and management of business risks.

The detailed Risk Management framework is enclosed as Annexure IV to the Board's Report.

The Company has instituted a comprehensive Business Continuity Management Programme to ensure uninterrupted functioning of critical operations during unforeseen disruptions. This is underpinned by a robust Disaster Recovery Framework that addresses both business and technology-related interruption risks, thereby safeguarding service continuity for customers. A formal Business Continuity Policy further reinforces this framework by outlining a structured response to contingencies, ensuring timely recovery of essential activities in alignment with regulatory expectations. Regular testing of all business-critical processes is conducted to validate preparedness and operational resilience.

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and at 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 Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for all 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.

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://mutualfund.adityabirlacapital.com/shareholders/ 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 RPTs is available on the Company's website at https://mutualfund.adityabirlacapital.com/-/media/bsl/ files/resources/policies-and-codes/Policy-on-Related-Party- Transaction.pdf.

The Company has well-established internal control systems in place which commensurate with the nature of its business and size and scale and complexity of its operations. Standard operating procedures (SOPs) and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated. Internal audits are undertaken on periodic basis to independently validate the existing controls as per scope assigned to 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 are 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. During the financial year under review, no material or serious observation was identified for inefficacy or inadequacy of such controls.

The Company also periodically engages 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.

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 of the Company, 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 approach. The audit plan is approved by the Audit Committee, which regularly reviews the compliance to the plan.

The internal audit plan is developed based on the risk profile of business activities of the organisation. It covers process audits at the head office and across various branches of the organisation. The Internal audits are carried out by an independent external firm. Additionally, there is an appointed Head Internal Audit to ensure that the audit process is conducted in accordance with the Company's policies and regulatory requirements, and to oversee the implementation of audit recommendations/timely closure of management actions to improve internal controls and operational efficiency.

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 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 at 31^st March, 2025 and of the profit 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 Statement of Accounts for the financial year ended 31^st March, 2025 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.

As on 31^st March, 2025, the Board of Directors of the Company comprised of 9 (nine) Directors including 1 (one) Woman Independent Director.

During the financial year under review, the Board of Directors of the Company based on the recommendation of the Nomination, Remuneration and Compensation Committee of the Company and in accordance with the Act and the SEBI Listing Regulations, approved the following appointments to the Board:

a) Appointment of Mr. Manjit Singh, representative of Sun Life (India) AMC Investments Inc., as an Additional Director (Non-Executive) of the Company w.e.f. 19^th December, 2024. Subsequently, on 8^th March, 2025,

the Members of the Company had approved through postal ballot, the appointment of Mr. Singh as a Non-Executive Director of the Company.

b) Appointment of Ms. Anita Ramachandran as an Additional Director (Independent) of the Company for a term of five consecutive years w.e.f. 25^th March, 2025 upto 24^th March, 2030, subject to approval of the shareholders of the Company.

At the AGM of the Company held on 8^th August, 2024, the Members had approved the following re-appointment of Directors:

a) Re-appointment of Mr. Navin Puri as an Independent Director of the Company to hold office for a second term of five consecutive years w.e.f. 4^th September, 2024 upto 3^rd September, 2029.

b) Re-appointment of Mr. A. Balasubramanian as the Managing Director & CEO of the Company for a period of three years w.e.f. 25^th July, 2024 upto 24^th July, 2027.

Mr. Amrit Kanwal, Non-Executive Director of the Company, representative of Sun Life (India) AMC Investments Inc., resigned w.e.f. 18^th December, 2024. Ms. Alka Bharucha ceased to be the Director of the Company upon completion of her second consecutive term as an Independent Director of the Company w.e.f. end of day of 30^th March, 2025.

The Board placed on record its sincere appreciation for the valuable contributions made by Mr. Amrit Kanwal and Ms. Alka Bharucha during their association with the Company.

Pursuant to Section 152 of the Act, read with the Articles of Association of the Company, Mrs. Vishakha Mulye, Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and, being eligible, has offered her candidature for re-appointment. The Nomination, Remuneration and Compensation Committee of the Company and the Board of Directors of the Company have recommended the re-appointment of Mrs. Vishakha Mulye as a Non-Executive Director of the Company at the ensuing AGM.

The information as required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on the General Meetings issued by the Institute of Company Secretaries of India ("ICSI"), in case of aforesaid appointment/re-appointment of Director is provided in the Notice of the ensuing AGM.

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr Navin Puri, Mr. Ramesh Abhishek, Mr. Sunder Rajan Raman, Mr. Supratim Bandyopadhyay and Ms. Anita Ramachandran are the Independent Directors of the Company as on date of this Report.

All Independent Directors have submitted the 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.

The Independent Directors have also confirmed their registration with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in compliance with requirements of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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. A. Balasubramanian, Managing Director & CEO, Mr. Pradeep Sharma, Chief Financial Officer (CFO) and Mr. Prateek Savla, Company Secretary are the KMPs of the Company.

During the financial year under review, following were the changes in KMPs of the Company:

a) Mr. Pradeep Sharma was appointed as CFO w.e.f. 31^st October, 2024 in place of Mr. Parag Joglekar who resigned as CFO w.e.f. 13^th September, 2024.

b) Mr. Prateek Savla was appointed as Company Secretary & Compliance Officer under SEBI Listing Regulations w.e.f. 26^th April, 2024. Ms. Hemanti Wadhwa ceased to be Chief Compliance Officer & Company Secretary w.e.f. 26^th April, 2024.

All the Directors meet the fit and proper criteria as stipulated under SEBI (Mutual Funds) Regulations, 1996 and SEBI (Intermediaries) Regulations, 2008 (as amended from time to time).

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, 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 Board of Directors of the Company have carried out an annual performance evaluation of the Board as-a-whole, performance of various Committees of the Board and Individual Directors. A separate Meeting of the Independent Directors was also held during the financial year under review for the evaluation of the performance of Non-Independent Directors and performance of the Board as-a-whole. 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 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 meets at regular intervals, inter alia, to discuss and decide on the Company's performance and strategies. During the financial year under review, the Board met 8 (Eight) times on 26^th April, 2024, 25^th June, 2024, 29^th June, 2024, 24^th July, 2024, 29^th August, 2024, 28^th October, 2024, 27^th January, 2025 and 18^th March, 2025.

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

The Board of Directors of 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 SEBI (Mutual Funds) Regulations, 1996.

During the financial year under review, the Audit Committee of the Company 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 systems of the Company.

Further details on the Audit Committee of the Company, 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.

The Board of Directors of the Company has constituted a Nomination, Remuneration and Compensation Committee ("NRCC"), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

The NRCC has formulated a policy on criteria of appointment, qualification, remuneration, etc. for the Directors, KMPs and Senior Management Personnel of the Company under the provisions of Section 178(3) of the Act, which is enclosed as Annexure V to the Board's Report and the same is uploaded on the website of the Company at https://mutualfund. adityabirlacapital.com/-/media/bsl/files/resources/policies- and-codes/executive-remuneration-policy-amc.pdf.

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

The Board of Directors of the Company has also constituted the following Committees of the Board under the relevant provisions of the Act read with the applicable SEBI laws:

• Risk Management Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Unit Holder Protection Committee

Details of mandatory Committees of the Board as per the Act, SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996 are provided in the Corporate Governance Report, which forms part of this Annual Report.

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year 2024-25 is available on the Company's website at https:// mutualfund.adityabirlacapital.com/shareholders/annual- reports.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Members of the Company at the AGM held on 8^th August, 2024, approved the re-appointment of S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Reg. No.: 301003E/E300005), as the Statutory Auditor of the Company for a second term of five consecutive years, i.e. from the conclusion of 30^th AGM held in the year 2024 till the conclusion of 35^th AGM of the Company to be held in the year 2029.

The reports issued by the Statutory Auditor on the Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2025 do not contain any qualification, observations, comments or remark(s) which have an adverse effect on the functioning of the Company and therefore, do not call for any comments from Directors of the Company.

In terms of Section 204 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 & Associates, Practicing Company Secretaries (Firm Reg. No.: P1996MH055800), to conduct the Secretarial Audit for the financial year ended 31^st March, 2025. The Secretarial Audit Report in Form MR-3 for the financial year ended 31^st March, 2025, is enclosed as Annexure VI to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

Further, the Secretarial Compliance Report for the financial year ended 31^st March, 2025 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, obtained from M/s. N L Bhatia & Associates, Secretarial Auditor, is available on the website of the Company and can be accessed at https://mutualfund.adityabirlacapital.com/-/media/bsl/files/ resources/shareholder-intimation/secretarial-compliance- report-for-the-year-ended-march-31-2025.pdf.

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and

the Board of Directors of the Company, have approved and recommended for approval of the Members, the appointment of M/s. N L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30.

A detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening this AGM.

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

During the financial year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee or the Board of Directors of the Company, any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act.

In accordance with Section 135 of the Act and Rules made thereunder, the Board of Directors of the Company have 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 CSR 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://mutualfund.adityabirlacapital.com/-/media/ bsl/files/resources/csr/corporate-social-responsibiltv-policy.pdf.

During the financial year 2024-25, the Company spent Rs 14.72 Crore on various CSR projects including overhead costs and Impact Assessment cost. The annual report on CSR activities for financial year 2024-25 as per the Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is enclosed as Annexure VII to the Board's Report.

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 http://mutualfund. adityabirlacapital.com/-/media/BSL/Files/Resources/Policies-And-Codes/Whistleblower-Policy_ABSLAMC.

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 ("POSH Act"). An Internal Committee has been set up to redress and resolve complaints, if any, received regarding sexual harassment of women. The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the financial year under review, one complaint was received and resolved under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has always aspired to be an organisation and a workplace which attracts, retains and provides a canvas for talent to operate.

The Company believes 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 and a culture grounded in our core values, provides challenging work assignments and provides opportunities based on meritocracy for people to grow, build and advance their careers with us in line with their aspirations. As on 31^st March, 2025, the employee strength of the Company was 1,403.

Strengthening our future talent pipeline and ensuring seamless leadership continuity remain at the heart of our Talent Management agenda. We are deeply committed to identifying high-potential individuals early in their careers and investing in their development through holistic, future-focused experiences. This strategy not only prepares them for critical roles but also builds a resilient, agile leadership bench capable of navigating evolving business needs.

In parallel, we recognize the value of steady-state performers. By providing opportunities for role movement and involvement in special projects, we leverage their consistency and institutional knowledge while keeping them engaged and motivated.

We strengthened our organizational structure by leveraging internal talent to take on expanded roles and new responsibilities, thereby enabling us to drive continuity, retain institutional knowledge, and reinforce our culture. As we continue to evolve, we remain committed to building a strong internal talent bench by providing meaningful career opportunities for our people.

To nurture early-career professionals, our First10 Best10 program offers structured development through cross-functional exposure, mentorship, role movements and targeted learning interventions. These initiatives provide young talent with career trajectory aligned with their long-term growth thereby setting the foundation for a robust pipeline of future leaders.

The Company is committed towards fostering a positive, dynamic and engaging work environment. A significant focus has also been placed on revitalizing a culture of connection and camaraderie, ensuring that strong interpersonal bonds and a collaborative spirit are nurtured throughout the organization. Our Employee engagement Index (Vibes Survey) showed a meaningful improvement from the previous survey, highlighting increased employee confidence, motivation, and alignment with our purpose.

The Company continues to reinforce the importance of health and well-being through comprehensive wellness programmes and initiatives. Our offerings include regular health assessments and health management programmes aimed at ensuring every employee prioritises their health and wellness. These initiatives not only enhance efficiency and productivity but also contribute to the overall well-being of our employees.

Additionally, we emphasise the health and safety of our employees through regular fire audits and adherence to safety protocols, ensuring a secure and compliant workplace.

At ABSLAMC, learning is at the core of our commitment to building a future-ready workforce. Guided by the 70-20-10 principle-developing people through Experience, Exposure, and Education-we have built an integrated learning ecosystem that seamlessly blends functional training, leadership development, and behavioural competencies.

Our learning programs are delivered through a variety of formats including classroom sessions, virtual workshops, digital modules and app-based learning, making development accessible, flexible and engaging for all employees.

To support evolving business needs, we've implemented a dedicated learning framework for our sales teams enhanced with advanced tools such as 2-Way GenAI Role Play and our in-house Succeedo BOT, focused on building sales excellence. For frontline managers, we offer a structured program focused on building managerial capabilities aimed at improving performance consistency and people management. These managers also lead product teach-back sessions with their teams, thereby accelerating team readiness and productivity.

To encourage continuous self-development, employees have access to globally recognised platforms such as Coursera, enabling employees to explore new domains and upskill at their own pace. We also support the pursuit of accredited courses and specialised qualifications, aligned with individual career goals and broader organisational objectives. Employees also benefit from structured certification programs in regulatory and compliance areas, reinforcing strong governance and operational standards.

Through these initiatives, we are fostering a culture of lifelong learning, aligning personal development with business success and empowering our people to navigate today's challenges while preparing for tomorrow's opportunities.

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

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has a Code of Conduct on Prohibition of Insider Trading for Securities of Aditya Birla Sun Life AMC Limited and a Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The details of which are covered in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, the Company was felicitated with the following awards:

• E4M Martech India Awards 2024: Best use of Predictive analytics or intent technology

• E4M CX India Awards: Best Customer Experience- BFSI

• 15^th Edition of Indian Digital Marketing Awards (IDMA) 2024: Silver for Most Effective use of AI, Data Analytics, and Machine Learning for Campaign & Business Optimization

• ACEF Global Customer Engagement: Gold for Best Email Marketing Innovations using the AI-ML driven model & Silver for Data-Driven Marketing

• The Customer Fest Awards 2024: Silver for best use of AI to enhance Customer Experience

• Nivesh Manthan Awards 2024: Best MF House in Overall Investor Education, Best MF House in Web Category, Best MF House in Webinars Category

• The 17^th Edition Customer Fest Leadership Awards 2024:

Best Loyalty Program, Best Brand to Brand Partnership in Loyalty, Best Customer Experience, Customer Experience Team of the Year

• Asia Asset Management: 2024 Best of the Best Awards - India: Best Investor Education, Special 30^th Anniversary Edition: Best Asset Management Company (30 years)

In terms of applicable provisions of the Act, the Company

discloses that during the financial year under review:

i. 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.

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

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

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

v. there were no significant or material orders passed by the Regulators or Hon'ble Courts or Tribunals impacting the going concern status of the Company and its operations in future.

vi. there was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, as amended.

vii. there were no failures to implement any Corporate Action.

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

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 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 growth.

The Board would like to thank Aditya Birla Group and Sun Life Financial Inc., for their constant support, guidance and co-operation.

The Board would also like to express sincere appreciation for the continued support, guidance and assistance from the Trustees of Aditya Birla Sun Life Mutual Fund, Securities and Exchange Board of India, Reserve Bank of India, Financial Intelligence Unit (FIU-IND), Association of Mutual Funds in India (AMFI), Stock Exchanges, Depositories, Clearing Corporations, Depository Participants, Custodians, Bankers, Registrars & Share Transfer Agents, Distributors & Agents, Central and State Governments and other Regulatory Bodies, business associates & other service providers and the Shareholders who have always supported and helped the Company to achieve its objectives.

For and on behalf of the Board of Directors Aditya Birla Sun Life AMC Limited