Aditya Birla Money Ltd

Dear Members,

The Board of Directors of Aditya Birla Money Limited ("your Company" or "the Company" or "ABML") is pleased to present the 27^th (Twenty Seventh) Annual Report and the Audited Financial Statements of your Company for the financial year ended 31^st March 2023 ("financial year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

Your 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 summarised below:

(Rs in Crore)

The above figures are extracted from the 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 STATE OF THE COMPANY?S AFFAIRS

For the financial year ended 31^st March 2023, the Company recorded Revenue from Operations of H262.96 Crore as compared to H231.31 Crore during the previous year, an increase of 13.68%.

KEY HIGHLIGHTS OF THE COMPANY?S PERFORMANCE FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023

The Profit after Tax stood at H33.90 Crore for the year ended 31^st March 2023 as compared to H26.13 Crore in previous financial year, an increase of 29.73%.

ACCOUNTING METHOD

The 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 and the SEBI Listing Regulations, the Audited Financial Statements of the Company for the financial year ended 31^st March 2023, together with the Auditors? Report forms part of this Annual Report.

The Audited Financial Statements of the Company as stated above are available on the Company?s website at https://stocksandsecurities.aditvabirlacapital.com/investor

MATERIAL EVENTS DURING THE YEAR

There were no material changes and commitments, affecting the financial position of the Company during the period under review.

HOLDING COMPANY

During the financial year under review, Grasim Industries Limited remains the Ultimate Holding Company and Aditya Birla Capital Limited continues to be the Holding Company of the Company.

Grasim Industries Limited and Aditya Birla Capital Limited are listed at BSE Limited, National Stock Exchange of India Limited and Luxembourg Stock Exchange.

TRANSFER TO RESERVES

During the financial year under review, the Company does not propose to transfer any amount to the reserves.

DIVIDEND

In order to conserve cash for the Company?s operations, the Directors do not recommend any dividend for the year under review.

SHARE CAPITAL

As on 31^st March 2023, the Company?s paid-up Equity Share Capital was H5.64 Crore divided into 5,64,52,882 Equity Shares of H1/- each. The Company has 16,00,000 4% Non-Cumulative Non-Convertible Redeemable Preference Shares of H100/- each outstanding as on 31^st March 2023.

During the year under review, the following changes took place in the Share Capital of the Company:

• The Company has allotted 77,884 Equity Shares pursuant to exercise of ABML Employee Stock Option Scheme 2014. Pursuant to the allotment of Equity Shares under the said scheme, the paid-up share capital of the Company increased from H5,63,74,998/- as on 31st March 2022 to H5,64,52,882/- as on 31st March 2023.

DEPOSITORY

As on 31^st March 2023, out of the Company?s paid-up Equity Share Capital comprising of 5,64,52,882 Equity Shares, 5,55,31,223 Equity Shares (98.37%) were held in dematerialised mode.

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

RESOURCE MOBILISATION

During the financial year under review, the Company mobilised funds by way of issue of short-term Commercial Paper as per Business needs.

CREDIT RATING

During the financial year under review, the Credit Rating agencies have assigned the following ratings for the Commercial Paper Programme of the Company for an amount of H1,000 Crore.

(Rs in Crore)

Further, during the Financial year under review, India Ratings and Research (Ind-Ra) has assigned a Long Term Issuer Rating of "INDAA+" to the Company.

REMUNERATION POLICY

The salient features of the Remuneration Policy of the Company in accordance with the provisions of Section 178(3) of the Companies Act, 2013 is placed as "Annexure A" to this Report. The Remuneration Policy is also available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/ investor

PUBLIC DEPOSITS

The Company has not accepted or renewed any deposit as covered under Section 73 of the Companies Act, 2013, from its members or the public, during the financial year under review.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure B" 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 your 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 abm.sectl@adityabirlacapital.com.

EMPLOYEE STOCK OPTIONS

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 and thereby acting as a retention tool.

In view of the above, the Company had formulated the ABML Employee Stock Option Scheme 2014 (ABML ESOP Scheme 2014) with the approval of the shareholders at the Annual General Meeting dated 9^th September 2014.

The aforesaid ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

There has been no material change to the ESOP Scheme 2014 during the year and the Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

The Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Company?s website at the link: https://stocksandsecurities. adityabirlacapital.com/investor

Certificates from the Secretarial Auditor on the implementation of your Company?s Employee Stock Option Scheme(s) will be made available at the ensuing 27^th (Twenty Seventh) Annual General Meeting ("AGM") of the Company for inspection by the Members.

ADITYA BIRLA CAPITAL LIMITED EMPLOYEE STOCK OPTION SCHEME 2017

The shareholders of the Company vide a Special Resolution dated 25^th September 2017 had approved the extension of benefits of the Aditya Birla Capital Limited Employee Stock Option Scheme 2017 to the employees of the Company and accordingly, stock options were granted to the employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy - The Company?s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible. The energy saving measures also include installation of LED lighting, 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.

b) Technology Absorption - The minimum technology required for the business has been absorbed.

c) Foreign Exchange Earnings and Outgo - The Company did not enter into any foreign currency transactions in the current year and previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented as a separate section, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed for 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 Report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms an integral part of this Annual Report. The Compliance Certificate from M/s. BNP & Associates, Company Secretaries, regarding compliance of conditions of Corporate Governance is annexed to this Report as "Annexure C".

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts and arrangements with related parties have been entered into by the Company in its ordinary course of business and at arms? length 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.

The disclosure in Form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore 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 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 particulars of such contracts and arrangements with related parties are given in notes to the Financial Statements, forming part of this Annual Report.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/investor

RISK MANAGEMENT

Risk Management is at the core of our business and ensuring we have the right risk-return trade off in keeping with our risk appetite, is the essence of our Risk Management.

The Risk Governance Committee of the Board has framed the Risk Management Policy of the Company and monitors its implementation. The objectives and scope of the Risk Governance 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. The Company was able to face the unprecedented challenges during the last year and emerge stronger during these turbulent times due to some of these policies and frameworks.

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, Business Head and the Risk Governance Committee (RMC);

Third is: Independent Assurance through Internal Audit, conducted by Independent Internal Auditors, whose work is reviewed by the Audit Committee.

The robust Risk Management framework proactively addresses risks while looking to optimise the returns that go with that risk.

In view of the increased digitalisation, there was a continued focus on Cyber Security and the Company continued to invest in a strong Cyber Defence Programme.

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.

The Business Continuity Plan was also supplemented with a Business Normalisation plan.

The world seems to be moving beyond Pandemic now. However, there is still an element of uncertainty from different Covid variants emerging globally. We continue to monitor the situation and will act in best interest of our stakeholders in case of any eventuality.

The Risk management teams of your Company 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.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements.

The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company?s business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audit.

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 internal audit plan is developed based on the risk profile of business activities of the Company. The audit plan is approved by the Audit Committee, which regularly reviews the compliance to the plan. The audits are carried out by an independent external firm and the in-house internal audit team of the Company.

M/s. Sundaram and Srinivasan have been appointed as the Internal Auditors of the Company for a period of 3 (three) years i.e.; 2023-24, 2024-25 and 2025-26.

The objective of the Internal Audit is to:

• Review adequacy and effectiveness of operating controls;

• Review the adequacy of the supervisory control mechanisms;

• Recommend improvements in policies and procedures;

• Report significant observations and recommendations for process improvements; and

• Review and report progress on implementation of the control improvements.

DIRECTORS

As on 31^st March 2023, the Board of Directors comprises of 6 (six) Directors, out of which 2 (two) are Independent Directors and 4 (four) are Non-Executive Directors, including 1 (one) Woman Director.

In accordance with the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have given a declaration that they meet the criteria of independence as provided in Section 149(6) of the said Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that 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 Independent Directors have also submitted a declaration that they have registered with the Independent Directors? Databank maintained by the Indian Institute of Corporate Affairs.

Mr. Shriram Jagetiya, Non-Executive Director, retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The information as required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations in case of reappointment of Mr. Shriram Jagetiya is provided in the Notice of the ensuing AGM.

DIRECTORS? RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) i n the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have 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 2023 and of the profit of the Company for year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

f) 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.

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.

BOARD MEETINGS

The Board of Directors of the Company met 8 (eight) times during the Financial Year 2022-23 on 22^nd April 2022, 11^th May 2022, 10^th June 2022, 15^th July 2022, 03^rd August 2022, 28^th September 2022, 13^th October 2022 and 13^th January 2023.

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. Pradeep Sharma, Chief Financial Officer, Mr. Murali Krishnan L.R., Manager and Ms. Divya Poojari, Company Secretary (appointed w.e.f. 22^nd April 2022) are the Key Managerial Personnel of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of:

Mr. P. Sudhir Rao Chairman, Independent Director

Mr. G. Vijayaraghavan Independent Director Mr. Shriram Jagetiya Non-Executive Director

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

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.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number: 117366W/W-100018), have been appointed as the Auditors of the Company to hold office till the conclusion of the 29^th AGM to be held in 2025.

The Report of the Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditors have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the 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, M/s. BNP & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors to conduct the Secretarial Audit for the financial year ended 31^st March 2023.

The Secretarial Audit Report in Form MR-3 and the Secretarial Compliance Report for the financial year 2022-23 forms part of this Report as "Annexure D"

The Reports do not contain any qualification, observation, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility (CSR) Committee consisting of the following Members:

Mr. G. Vijayaraghavan Chairman, Independent Director Mr. Gopi Krishna Tulsian Non-Executive Director Mrs. Pinky A Mehta Non-Executive Director

As a part of its initiatives under CSR, the Company has partnered with an NGO, Prashanthi Balamandira Trust (PBT). The trust is dedicated to the service of the poor and the downtrodden in rural India irrespective of caste, creed, color, race, religion or geography, through significant lifesaving & life- sustaining interventions in the areas of Rural Education and Rural Healthcare.

To further the cause of rural development and empowerment, PBT has established 27 residential, educational campuses which includes 24 school campuses and three university campuses. Underprivileged and impoverished children (girls & boys) hailing from low-income groups & vulnerable families are gifted with values-based, holistic education completely free of cost.

In the area of healthcare, PBT has established a multi-specialty hospital where more than 1000 patients from rural areas are offered consultations, treatment and even surgeries, completely free of cost every day.

In a path breaking initiative, PBT has also established a medical college where students from rural communities will be given free of cost education, boarding and lodging. The medical college, Sri Madhusudan Sai Institute of Medical Sciences & Research was inaugurated on 25^th March 2023 by the Hon?ble Prime Minister, Sri Narendra Modi ji.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In accordance with Section 177(9) of the Companies Act, 2013 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 established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report concerns.

The Whistle Blower Policy has been hosted on the Company?s website at the link: https://stocksandsecurities. adityabirlacapital.com/investor

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.

The details of the CSR Policy of the Company are provided as "Annexure E" to this Report and also available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/investor

Further details on the same forms part of the Corporate Governance Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was reported during the year under review.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 for the financial year ended 31^st March 2023 is available on the website of the Company and can be accessed at the link: https://stocksandsecurities.adityabirlacapital.com/ investor

OTHER DISCLOSURES

There were 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^st March 2023 and the date of this Board?s Report.

As on 31^st March 2023, the Company has not given loans, made investments or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

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

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company?s operations in future.

No application has been made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation extended by the Members, Customers, Banks and other Business Associates.

The Directors gratefully acknowledge the on-going cooperation and support provided by the Government, Regulatory and Statutory bodies.

The 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 the Company?s growth.