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 30^th (Thirtieth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year ended 31st 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 31st March, 2023 is summarised below:

( 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.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

For the financial year ended 31st March, 2024, on a Standalone basis, the total revenue of the Company was 1,330.18 Crore and net profit was 774.23 Crore.

Key Highlights of the Company's performance for the financial year ended 31 st March, 2024 are as under:

• Overall Mutual Fund Quarterly Average Assets Under Management (QAAUM) in Q4 FY24 was 331,709 Crore with a market share (excluding ETF) of 6.9%.

• Mutual Fund Equity QAAUM in Q4 FY24 was 152,014 Crore with market share of 4.9%.

• Mutual Fund Fixed Income QAAUM of the Company in Q4 FY24 was 179,695 Crore with market share of 7.8%.

• Consolidated Revenue of the Company for FY24 was 1,353.19 Crore as against 1,226.61 Crore in FY23.

• Consolidated Profit Before Tax for FY24 was 1,008.15 Crore as against 793.86 Crore in FY23.

• Consolidated Profit After Tax for FY24 was 780.36 Crore as against 596.38 Crore in FY23 representing a 31% Year on Year (y-o-y) growth.

• Return on Equity for FY24 was 27.45% with a consistent dividend paying track record.

ACCOUNTING METHOD

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, 2024, 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.

Offer For Sale of Equity Shares of the Company

The Promoters of the Company i.e. Aditya Birla Capital Limited and Sun Life (India) AMC Investments Inc. had sold in aggregate 3,21,46,438 equity shares of 5 each of the Company on 19th March, 2024 and 20 th March, 2024 representing 11.16% of the total paid-up Equity Share capital of the Company, by way of Offer for Sale (OFS) through Stock Exchange Mechanism to achieve the minimum public shareholding (MPS) of 25% by the Company as prescribed by SEBI. The OFS has resulted in dilution of Promoters/ Promoters Group shareholdings to 75.31% and increase in the Public shareholding to 24.69% as on 31st March, 2024.

Holding Company

During the financial year under review, Aditya Birla Capital Limited ("ABCL") ceased to be the Holding Company of the Company and Grasim Industries Limited ceased to be the Ultimate Holding Company w.e.f. 24th August, 2023. Pursuant to the exercise of Restricted Stock Units under Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021, the equity shares of the Company were allotted to the eligible employees and consequent to the said allotments, the paid-up share capital of the Company increased resulting in dilution of the shareholding percentage of ABCL to less than 50% of the paid-up share capital of the Company. Subsequently, the Company became an Associate of ABCL.

Subsidiaries

The Company has 5 (five) foreign subsidiaries including a step- down subsidiary (subsidiary by virtue of holding management shares) as on 31st March, 2024. 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-on-materiality-of-subsidiary.pdf. During the financial year under review, the Company did not have any material subsidiaries.

Joint Ventures/Associates

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

TRANSFER TO RESERVES

The Company had transferred 0.81 Crore to the General Reserves for the financial year ended 31st March, 2024.

DIVIDEND

The Board of Directors have recommended payment of dividend of 13.50 per equity share of face value of 5 each for the financial year ended 31 st March, 2024, 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 2023-24 would amount to approx. 389 Crore.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. 1st 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.

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/abslamc-dividend-distribution-policy--081021.pdf.

SHARE CAPITAL

During the financial year under review, the Company has issued and allotted 91,213 equity shares of 5 each of the Company to eligible employees pursuant to the exercise of Restricted Stock Units in terms of the Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021.

Consequently, the issued, subscribed and paid-up share capital increased from 144 Crore comprising of 288,000,000 equity shares of 5 each as on 1st April, 2023 to 144.05 Crore comprising of 288,091,213 equity shares of 5 each as on 31st March, 2024.

DEPOSITORY

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

INVESTMENT IN SUBSIDIARIES

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.

PUBLIC DEPOSITS

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 Section 73 and 74 read with the Chapter V of the Act.

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

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.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

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 us in waste management and recycling.

• Most of the offices of the Company have installed LED lights making them energy-efficient.

• 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/ MS 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings during the financial year under review was 5.01 Crore as compared to 4.33 Crore during the previous financial year. The foreign exchange expenditure during the financial year under review was 19.43 Crore as compared to 16.51 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 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/ 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 or send an email to abslamc.cs@adityabirlacapital.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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, 2024, 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

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.

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, 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 has granted 114,388 Stock Options in aggregate comprising of 102,937 Options and 11,451 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/Group Companies. The benefits of the said Schemes are extended to the permanent employees in the Management cadre of the Company.

Employee Stock Appreciation Rights Scheme

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. The Company has not granted any Stock Appreciation Rights as on 31st March, 2024.

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 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.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES

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

Risk Management is at the core of the business and ensuring the right risk return trade off in keeping with risk appetite is the essence of Risk Management. Company's robust risk management framework monitors firm-wide Governance, Risk and Compliance. 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.

The 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

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 27th 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, 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 risk management systems and procedures that are in place demonstrate the commitment of the Company towards working ethically and functioning profitably while maintaining compliance with best practices, applicable laws, rules and regulations. They are intended to provide reasonable but not absolute assurance against material misstatements or loss, as well as to ensure the safeguarding of assets, the maintenance of proper 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.

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 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 Related Party Transactions is available on the Company's website https://mutualfund.adityabirlacapital. com/-/media/bsl/files/resources/policies-and-codes/policy on-related-party-transaction-060422.pdf.

INTERNAL FINANCIAL CONTROLS

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 (SOP) 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 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. 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.

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 approach.

The internal audit plan is developed based on the risk profile of business activities of the organisation. The audit plan 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. The audit plan is approved by the Audit Committee, which regularly reviews the 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 Management, Directors of the Company state that:

i. in the preparation of the Annual Accounts for the financial year ended 31st 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 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 31st March, 2024 and of the profit of the Company financial year ended on that date;

iii. the Directors had taken proper and sufficient care for 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 31st March, 2024 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, 2024, the Board of Directors of the Company comprised of 9 (nine) Directors including 1 (one) Woman Independent Director.

Appointment/Re-appointment

During the financial year under review, Mr. Supratim Bandyopadhyay was appointed as an Additional Director (Non- Executive Independent) w.e.f. 1st June, 2023. The appointment of Mr. Supratim Bandyopadhyay as Non- Executive Independent Director was approved by the Shareholders at the 29th AGM of the Company held on 11th August, 2023 in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board of Directors of the Company at its Meeting held on 26th April, 2024, based on the recommendation of the Nomination, Remuneration and Compensation Committee, approved the re-appointment of Mr. Navin Puri as an Non-Executive Independent Director for a second term of five consecutive years with effect from 4th September, 2024, subject to the approval of the Shareholders of the Company at the ensuing AGM of the Company.

Resignation

Mr. Kumar Mangalam Birla, Chairman (Non-Executive Director) of the Company resigned w.e.f. close of business hours of 19th April, 2023. Mr. Harish Engineer, Non-Executive Independent Director of the Company, resigned w.e.f. 30th April, 2023 due to pre-occupation. There was no material reason for his resignation.

The Board placed on record its sincere appreciation for the valuable contributions made by Mr. Kumar Mangalam Birla and Mr. Harish Engineer during their association with the Company.

Retirement by Rotation

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Mr. Amrit Kanwal, Non-Executive 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. Amrit Kanwal 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 provisions of Secretarial Standard-2 on the General Meetings issued by the Institute of Company Secretaries of India, in case of aforesaid re-appointments of Directors is provided in the Notice of the ensuing AGM.

Declaration by Independent Directors

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.

Key Managerial Personnel (KMP)

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 & Chief Executive Officer (CEO), Mr. Parag Joglekar, Chief Financial Officer Mr. Prateek Savla, Company Secretary and Compliance are the Key Managerial Personnel of the Company. Ms. Hemanti Wadhwa ceased as Chief Compliance Officer Company Secretary (KMP) of the Company w.e.f. 26th April, 2024. Further, Mr. Prateek Savla was appointed as a Company Secretary and Compliance Officer (KMP) of the Company as the SEBI Listing Regulations w.e.f. 26th April, 2024.

FIT AND PROPER CRITERIA

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).

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, amongst others. During the financial year under review, considering the evolving good governance practices in India, the Nomination, Remuneration and Compensation Committee of the Company had approved the 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 Board of Directors 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.

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.

Board

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 7 (Seven) times on 27th April, 2023, 26th July, 2023, 26th October, 2023, 28th November, 2023, 11th December, 2023, 29th January, 2024 and 18th March, 2024.

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

Audit Committee

The Board of Directors 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 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 Board of Directors 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 remuneration 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.

Other Board Committees

The Board of Directors have 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.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year 2023-24 is available on the Company's website at https:// mutualfund.adityabirlacapital.com/shareholders.

Statutory Auditors

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, S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No.: 301003E/E300005) were appointed as Statutory Auditors of the Company for a term of 5 (five) years i.e. from the conclusion of 25 th AGM till the conclusion of 30th AGM of the Company. The term of office of Statutory Auditors shall end at the ensuing AGM.

As per the provisions of Section 139 of the Act, the firm of Statutory Auditors can be re-appointed for a further period of 5 years. Based on the recommendation of the Audit Committee, the Board has recommended the re-appointment of S.R. Batliboi & Co. LLP for a second term of 5 years from the conclusion of ensuing AGM till the conclusion of 35th AGM of the Company to be held in the year 2029. S.R. Batliboi & Co. LLP have confirmed their eligibility and qualifications required under the Act for re- appointment as Statutory Auditors of the Company.

Accordingly, the resolution proposing the re-appointment of S.R. Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors for a second term of 5 years pursuant to Section 139 of the Act forms part of the Notice of ensuing AGM. The observation(s) made in the Auditors' Report are self- explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

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. N L Bhatia & Associates, Practicing 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, is enclosed as Annexure VI to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

The Annual Secretarial Compliance Report received from M/s. N. L. Bhatia & Associates, Practicing Company Secretaries for the financial year under review, pursuant to the Regulation 24A of the SEBI Listing Regulations 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-forthe-year-ended-march-31-2024.pdf.

Cost Audit

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

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and Rules made thereunder, the Board of Directors 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/abslamc-revised-csr-policy.pdf. During the financial year 2023-24, the Company spent 13.52 Crore on various CSR projects including overhead costs and Impact Assessment cost. The annual report on CSR activities for financial year 2023-24 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.

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://mutualfund.adityabirlacapital.com/-/media/bsl/files/ resources/policies-and-codes/whistleblower_policy_amc_final_030624.pdf.

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 (‘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, which was pending as on 31st March, 2024 pursuant to the provisions of the POSH Act.

HUMAN RESOURCES

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 31st March, 2024, the employee strength of the Company was 1,279.

Talent Management

Building a strong future ready talent pool and robust leadership succession pipeline continues to be priority areas for us in Talent Management. We continued to give prominence to identifying and developing our high potential employees and have steered towards more holistic, comprehensive, and future oriented development interventions for them.

During the financial year under review, the Company has continuously recognised high talent, strengthened its structures and provided higher responsibilities to talent. While, we infused talent at leadership level, we also provided larger roles to existing leaders which will not only help us build a credible & stable franchise but also develop succession depth within functions.

Employee Wellness and Engagement

The Company is committed towards fostering a happy, vibrant and engaging work environment. Revitalising a culture of connect and camaraderie has been yet another area of significant attention of the Company.

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.

Learning

The Company's learning interventions create an organisation wide impact as these are focused on enabling employees to do better at work. The Company has introduced various initiatives to enhance functional & behavioural capabilities of the employees. The Company's Learning Architecture - ‘Birla Way Of Learning' is a blend of functional and behavioural learning including managerial skills like GROW coaching and constructive feedback culture. Our learning interventions are designed to empower employees to excel at work. We employ a blend of people-centric, classroom-based, digital, app-based and virtual training platforms to maximise impact. Our AI-enabled learning app provides personalised content tailored to meet individual needs, offering the flexibility to learn anytime, anywhere. e-learning platform hosts a plethora of relevant courses, videos and webinars, all leveraged by our employees to enhance their skills and knowledge.

To further support our workforce, we provide access to Coursera for all employees, offering self-learning opportunities across a vast range of topics. Additionally, we offer tuition reimbursement and support for professional courses, enabling our employees to pursue further education and professional development. Regular compliance courses are also mandated to ensure adherence to regulatory requirements.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India 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) 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 a part of this Annual Report.

AWARDS AND CERTIFICATIONS

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

• Outlook Money Award – Best Innovator in Investor Education

• National Awards for Excellence – For HER Financial Education - Best Initiative for Women

• National Awards for Excellence in Branding and Marketing – Samriddhi - Magazine - Best In- House Magazine Award

• Stars of the Industry Awards – Nivesh Mahakumbh

• AWOKE India Foundation – Best Investor Education for best efforts in outreaching various segment of investors

• Nivesh Manthan – Awarded in four categories - content, reach, creativity and consistency

• Mobexx Summit Awards 2023 Mobile Advertising Excellence in Native Advertising

• IAMAI award – Best use of Native Advertising

• IAMAI award – Best user experience in an app

• Digixx Summit Awards – Programmatic and performance marketing

• Digixx Summit Awards – Best use of Native Advertising

• Asia Asset Management – Best of Best Award in Investor Education

• Reader's Digest - Reader's Choice – Most Trusted Brands - Investor Awareness Initiatives

OTHER DISCLOSURES

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.

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 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 & 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

Place: Mumbai

Date: 26th April, 2024