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

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

FINANCIAL SUMMARY AND HIGHLIGHTS

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

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

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

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

Consolidated Performance

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

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

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

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

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

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

ACCOUNTING METHOD

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

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

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

MATERIAL EVENTS DURING THE YEAR

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

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

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

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

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES COMPANIESHolding Company

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

• BSE Limited

• National Stock Exchange of India Limited

• Luxembourg Stock Exchange (Global Depositary Receipts / GDRs)

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

Subsidiaries and Associates

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

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

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

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

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

RBI REGULATIONS

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

TRANSFER TO RESERVES

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

DIVIDEND

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

SHARE CAPITAL

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

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

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

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

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

DEPOSITORY

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

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

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

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

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

RESOURCE MOBILISATIONFunding Profile and Liquidity Management

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

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

Issuance of Debenture in FY 2024-25

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

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

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

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

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

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

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

Commercial Paper in FY 2024-25

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

Liquidity Management

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

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

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

INVESTMENT IN SUBSIDIARIES AND ASSOCIATE(S)

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

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

CREDIT RATING

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

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

PUBLIC DEPOSITS

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

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

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

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

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

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

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

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

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial

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

The foreign exchange outgo during the financial year under

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

the previous financial year.

PARTICULARS OF EMPLOYEES

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

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

CHANGE IN NATURE OF BUSINESS

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

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

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

RISK MANAGEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6. Information Technology and Cybersecurity Risk

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

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

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

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

Business Continuity

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

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

INTERNAL AUDIT

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

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

CESSATION

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

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

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

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

Appointment

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

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

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

Retirement by Rotation

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

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

Declaration by Independent Directors

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

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

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

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

Fit and Proper Criteria

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

MEETINGS OF THE BOARD AND ITS COMMITTEES

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

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

Audit Committee

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

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

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

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

Nomination, Remuneration and Compensation Committee

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

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

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

Other Committees

The Board of Directors has also constituted the following Committees:

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

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

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

Appointment of Joint Statutory Auditor

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

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

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

Human Resources

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

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

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

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

Building Capabilities, Enabling Success

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

Talent Management & Succession Planning

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

Employee Wellness and Engagement

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

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

Learning and Development

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

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

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

SUSTAINABILITY

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

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

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

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

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

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

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

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

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

CODE FOR PROHIBITION OF INSIDER TRADING

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

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

AWARDS AND RECOGNITIONS

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

OTHER DISCLOSURES

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS

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

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

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