The Board of Directors of Aditya Birla Money Limited ("your Company" or "the Company" or "ABML") is pleased to present the 30th (Thirtieth) Annual Report and the Audited Financial Statements of your Company for the Financial Year ended 31st March 2026 ("Financial Year under review").
FINANCIAL SUMMARY AND HIGHLIGHTS
Your Company's Financial performance for the Financial Year ended 31st March 2026, as compared to the Previous Financial Year ended 31st March 2025, is summarised below:
|
Particulars
|
FY 2025-26
|
FY 2024-25
|
|
Revenue from Operations
|
468.59
|
453.15
|
|
Other Income
|
4.74
|
9.43
|
|
Total Income
|
473.33
|
462.58
|
|
Expenses*
|
394.62
|
360.93
|
|
Profit Before Tax
|
78.71
|
101.65
|
|
Tax Expenses
|
20.23
|
27.46
|
|
Profit for the year
|
58.48
|
74.19
|
|
Other Comprehensive Income
|
5.64
|
(0.76)
|
|
Total Comprehensive Income for the year
|
64.12
|
73.43
|
|
Earnings per Equity Share (in '): (Face Value of '1/- each)
|
|
|
|
Basic
|
10.35
|
13.13
|
|
Diluted
|
10.35
|
13.13
|
Includes exceptional items
The above figures are extracted from the Financial Statements prepared in accordance with Indian Accounting Standards ("IND AS") as notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS
For the Financial Year ended 31st March 2026, the Company recorded Revenue from Operations of ? 468.59 Crore as compared to ? 453.15 Crore during the Previous Year, an increase of 3.41%
KEY HIGHLIGHTS OF THE COMPANY PERFORMANCE FOR THE FINANCIAL YEAR ENDED 31st MARCH 2026
The Profit after Tax stood at ? 58.48 Crore for the year ended 31st March 2026, as compared to ? 74.19 Crore in Previous Financial Year, a reduction of 21.18%
ACCOUNTING METHOD
The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act read with the Companies
(Accounts) Rules, 2014, as amended and other relevant provisions of the Act.
In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI Listing Regulations, the Audited Financial Statements of the Company for the Financial Year ended 31st March 2026, together with the Auditors' Report forms part of this Annual Report.
The Audited Financial Statements of the Company as stated above are available on the Company's website athttps:// stocksandsecurities.adityabirlacapital.com/investor/ Announcements
MATERIAL EVENTS DURING THE YEAR
There were no material changes and Commitments, affecting the Financial Position of the Company during the Financial Year under review.
HOLDING / SUBSIDIARIES / JOINT VENTURES/ ASSOCIATES COMPANIES
During the Financial Year under review, Grasim Industries Limited remained the Ultimate Holding Company, and Aditya Birla Capital Limited continued to be the Holding Company of our Company. Additionally, during this period, your Company did not have any Subsidiaries, Associates, or Joint Venture Companies.
Grasim Industries Limited and Aditya Birla Capital Limited are listed at BSE Limited, National Stock Exchange of India Limited and Luxembourg Stock Exchange (Global Depositary Shares/GDSs).
TRANSFER TO RESERVES
During the Financial Year under review, the Company does not propose to transfer any amount to the reserves.
DIVIDEND
In order to conserve cash for the Company's operations, the Directors do not recommend any Dividend for the year under review.
SHARE CAPITAL
As on 31st March 2026, the Company's Paid-up Equity Share Capital was ? 5.65 Crore divided into 5,65,09,201 Equity Shares of ? 1/- each. The Company has 16,00,000 4% Non-Cumulative Non-Convertible Redeemable Preference Shares of ? 100/- each outstanding as on 31st March 2026.
During the year under review, the Company has not issued any shares.
Subsequent to the close of the financial year, the Board of Directors, at its meeting held on 25th June 2026, approved, subject to the approval of the Members at the ensuing 30th Annual General Meeting, the proposal to increase the authorised share capital of the Company from ?33,00,00,000 divided into 7,00,00,000 Equity Shares of ?1/- each and 26,00,000 Preference Shares of ?100/- each, to ?333,00,00,000 divided into 17,00,00,000 Equity Shares of ?1/- each and 3,16,00,000 Preference Shares of ?100/- each, by alteration of Clause V of the Memorandum of Association of the Company. The relevant resolution forms part of the Notice convening the 30th Annual General Meeting for the approval of the Members.
DEPOSITORY
As on 31st March 2026, out of the Total Issued Share Capital of 5,65,09,201 Equity Shares, 5,56,59,907 Equity Shares (constituting 98.50%) were held in dematerialised form.
The Company's Equity Shares are compulsorily tradable in electronic form.
RESOURCE MOBILISATION
During the Financial Year under review, the Company mobilised funds by way of issue of short-term Commercial Paper as per Business needs.
CREDIT RATING
During the Financial Year under review, the Credit Rating Agencies have assigned the following ratings for the Commercial Paper Programme of the Company for an amount of ? 2,350 Crore.
|
Sr.
No.
|
Nature of No. Instrument
|
Name of the Instrument
|
Name of Credit Rating Agency
|
Amount Rated (In Crores)
|
Current
Rating
|
|
1
|
Short-Term
Instrument
|
Commercial
Paper
|
CRISIL
|
2,350
|
A1
|
|
2
|
Short-Term
Instrument
|
Commercial
Paper
|
IND Ra
|
2,350
|
A1
|
Further, during the Financial Year under review, India Ratings and Research (Ind-Ra) has assigned a Long-Term Issuer Rating of "AA " to the Company.
REMUNERATION POLICY
The salient features of the Executive Remuneration Policy of the Company in accordance with the provisions of Section 178(3) of the Companies Act, 2013 is placed as "Annexure A" to this Report. The Executive Remuneration Policy is also available on its website at the link:https://stocksandsecurities.adityabirlacapital.com/ investor/Announcements
PUBLIC DEPOSITS
The Company has not accepted or renewed any deposit as covered under Section 73 of the Companies Act, 2013, from its members or the public during the Financial Year under review.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure B" to the Board's Report.
Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of your Company whose email address(es) are registered with the Company/Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. 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 2025-26 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 abml.investorgrievance@adityabirlacapital.com.
EMPLOYEE STOCK OPTIONS
Employee Stock Options have been recognised as an effective instrument to attract talent and align the interest of employees
with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long-term wealth in the hands of employees and thereby acting as a retention tool.
In view of the above, the Company had formulated Employees Stock Option Scheme 2014 ("ESOS 2014") which was approved by the Board of Directors of the Company on 2nd December 2014, in accordance with the Regulations and the Special Resolution(s) passed by the members at the Annual General Meeting of the Company held on 9th September 2014.
The aforesaid ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 which have been repealed and replaced by the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
There has been no material change to the ESOP Scheme 2014 during the year, and the Scheme is in Compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.
The Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Company's website at the link:https://stocksandsecurities. adityabirlacapital.com/investor/Announcements
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 your Company's Employee Stock Option Scheme(s) will be made available via electronic mode at the ensuing 30th (Thirtieth) Annual General Meeting ("AGM") of the Company for inspection by the Members.
ADITYA BIRLA CAPITAL LIMITED EMPLOYEE STOCK OPTION SCHEMES
In view of the above, Aditya Birla Capital Limited ("ABCL") had formulated and vide their resolution on 16th October 2022, passed "Aditya Birla Capital Limited Employee Stock Option Scheme 2022"("Scheme 2022") for the employees of the Company and its Subsidiaries for scheme approval. The Board of Directors of the Company at its meeting held on 04th November 2025 and subsequent to meeting held on 10th November 2025 (ABCL NRC) had approved the extension of benefits of the Aditya Birla Capital Limited Employee Stock Option Scheme 2022 ("Scheme 2022") for the employees of the Company and its Subsidiaries.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Conservation of Energy - The Company's operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible. The energy saving measures also include installation of LED lighting, selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities across all offices to reduce the need of employee travel, digital learning initiatives for employees, optimised usage of lights and continuous monitoring and control of the operations of the air conditioning equipment as well as elimination of non¬ recyclable plastic in offices.
b) Technology Absorption - The minimum technology required for the business has been absorbed.
c) Foreign Exchange Earnings and Outgo - The Company did not enter into any Foreign Currency Transactions during the current Financial Year and the Previous Year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented as a separate section, which forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standard of Corporate Governance and adhering to the Corporate Governance requirements set out by the Securities and Exchange Board of India. Corporate Governance principles form an integral part of the core values of the Company. The Report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms an integral part of this Annual Report. The Compliance Certificate from M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries (Firm's Registration No. P2005MH091600), regarding compliance of conditions of Corporate Governance is annexed to this Report as "Annexure C".
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all contracts and arrangements with related parties have been entered into by the Company in its ordinary course of business and at Arms' Length and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations.
The Disclosure in Form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore not applicable.
Prior Omnibus approval of the Audit Committee is obtained for Related Party Transactions (RPTs) which are of a repetitive nature and entered into the ordinary course of business and at arm's length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a Quarterly basis for review by the Audit Committee. The particulars of such contracts and arrangements with Related Parties are given in notes to the Financial Statements, forming part of this Annual Report.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/investor/ Announcements
RISK MANAGEMENT
Risk Management is at the core of our business and ensuring we have the right risk-return trade off in keeping with our risk appetite is the essence of our Risk Management practices while looking to optimise the returns that go with that risk.
The Risk Governance Committee of the Board has framed the Risk Management Service Policy of the Company and monitors its implementation. The objectives and scope of the Risk Governance Committee broadly include:
• Risk Identification.
• Risk Assessment.
• Risk Response and Risk Management Strategy; and
• Risk Monitoring, Communication and Reporting.
Over the years, the Company has built a strong Risk Management Framework supported by well-established policies and procedures and a talented pool of Risk Professionals. The Company was able to face unprecedented challenges during the year and emerged stronger during these turbulent times due to some of these policies and frameworks.
The Company faces potential risks, which can be classified as market risk, credit risk, operational risk, IT & cyber security 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 risk & surveillance 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 Governance Committee (RGC) of the Board - the apex body for risk management, which meet periodically. The Audit Committee of the Board provides directions to and monitors the quality of the internal audit function and controls and also monitors compliance with observation reports of SEBI, other Regulators and Internal & Statutory Auditors.
1. Credit Risk - The Company has established a robust risk management framework to monitor and control credit risks. The framework includes requirement of minimum upfront margin, collateral management, margin shortfall monitoring and liquidation and real-time mark-to-market (MTM) monitoring. ABML has also implemented an Early Warning Monitoring mechanism to enable timely identification of emerging stress, potential losses, and appropriate mitigation actions. Credit risk is tracked across all portfolios and segments through continuous monitoring of early warning signals, identification of portfolio trends and generation of portfolio-level MIS covering key credit quality indicators. All key portfolio variables are regularly presented to and discussed by the Company's Risk Management Committee.
2. Market Risk - The Company has implied market risk which arises from clients' open positions in the securities and commodities markets (NSE, BSE and MCX). The Company also maintains a funded book towards Margin Trading Funding (MTF) and exposures arising from open derivative positions. These exposures are monitored through stringent risk limits and triggers, including concentration limits and defined mark-to-market (MTM) 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 Governance Committee (RGC) of the Board. A dedicated Operational Risk function maintains oversight over ORM and provides periodic updates to RGC. ORM Function 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.
4. 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 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.
INTERNAL FINANCIAL CONTROLS
The Company has well-established internal control systems in place which are commensurate with the nature of its business and size, scale and complexity of its operations. Standard Operating Procedures (SOP) and Risk Control Matrices designed to provide reasonable assurance are in place and are being continuously monitored and updated.
The Company 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 strengthening internal controls.
INTERNAL AUDIT
The Company has in place an effective Internal Audit Framework to review and assess the efficacy of internal controls with the objective of providing the Audit Committee and the Board of Directors with an independent and reasonable assurance of 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 and the risk- based internal audit plan, including the information systems audit (IS audit) plan, is developed based on the risk profile of the audit universe comprising of the businesses, support/control functions, branches, and information systems. The RBIA plan includes process audits and IS audit at central/corporate office as well as branches. The Internal audit plan is approved by the Audit Committee of the Board and the internal audits are undertaken on a risk-based periodicity to independently review and 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 of the Board along with the status of management actions and the progress of implementation of recommendations.
BOARD OF DIRECTORS
As on 31st March 2026, the Board of Directors of the Company ("the Board") comprised 6 (Six) Directors out of which 2 (Two) are Independent Directors and 4 (Four) are Non-Executive Directors, including 1 (One) Woman Director. The composition of the Board
of Directors is in compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 (hereinafter referred also as "SEBI Listing Regulations" or SEBI (LODR), 2015) and Section 149 of the Act.
During the year under review, there were no changes in the composition of the Board of Directors of the Company.
None of the Directors of the Company are disqualified from being appointed or re-appointed as Directors as specified in Section 164(2) of the Act.
RETIRE BY ROTATION
Pursuant to Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Gopi Krishna Tulsian, Non¬ Executive Director (DIN: 00017786), is liable to retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, offers himself for re-appointment.
Further, in terms of the SEBI Listing Regulations, no Listed Company shall appoint or continue the appointment of a Non¬ executive Director, who has attained the age of 75 years, unless a Special Resolution is passed to that effect. Mr. Gopi Krishna Tulsian has attained the age of 75 years, resolutions seeking his re-appointment and continuation as Non-executive Director form part of the Notice of ensuing AGM. The information as required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations in case of Re-appointment of Mr. Gopi Krishna Tulsian is provided in the Notice of the ensuing 30th Annual General Meeting (AGM).
DECLARATION BY INDEPENDENT DIRECTORS
In accordance with the Provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have given a declaration that they meet the criteria of independence as provided in Section 149(6) of the said Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity.
All Independent Directors of the Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.
All the Independent Directors of the Company have submitted the declaration confirming that they fulfil the criteria of independence as prescribed under the Act and the SEBI Listing Regulations. There has been no change in circumstances affecting their status as Independent Directors of the Company.
KEY MANAGERIAL PERSONNEL
During the financial year under review, there were no changes in the composition of the Key Managerial Personnel of the Company. Further, in terms with the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on 31st March 2026 are as follows:
|
Name of the KMP
|
Designation
|
|
Mr. Ashok Suvarna
|
Chief Executive Officer
|
|
Mr. Ravindera Nahar
|
Chief Financial Officer
|
|
Mr. Murali Krishnan L.R.
|
Manager
|
|
Ms. Manisha Lakhotia
|
Company Secretary
|
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors are familiarised about the Company's operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the Directors. Direct meetings with the Chairman are further facilitated to familiarise the incumbent Director about the Company/its businesses and the group practices.
The details of the familiarisation programme have been posted on the website of the Companyhttps://stocksandsecurities. adityabirlacapital.com/investor/Announcements
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, the Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards have been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the profit of the Company for year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION
The evaluation framework for assessing the performance of the Directors of the Company comprises contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company provided by them, amongst others.
Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board of Directors have carried out an annual performance evaluation of the Board, performance of various Committees of the Board, Individual Directors, and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.
OUTCOME OF THE EVALUATION
The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board meets at regular intervals to discuss and decide on the Company's Performance and Strategies. During the Financial Year 2025-26, the Board met 7 (Seven) times on 21st April 2025, 26th June 2025, 11th July 2025, 14th October 2025, 04th November 2025, 15th December 2025 and 14th January 2026.
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.
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.
OTHER COMMITTEES
The Board of Directors has also constituted the following Committees:
• Stakeholders' Relationship Committee
• Nominations & Remuneration Committee
• Corporate Social Responsibility Committee
• Risk Governance Committee
• PIT Regulation Committee
More information on all of the above Committees including details of their Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 for the Financial Year ended 31st March 2026 is available on the website of the Company and can be accessed at the link: https://stocksandsecurities.adityabirlacapital.com/investor/ Announcements
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number: 117366W/W-100018), were re-appointed as Statutory Auditors of the Company for the Second Term of 5 (Five) years from the conclusion of 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting to be held in the year 2030.
The observations made in the Auditor's Report are self¬ explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act. The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.
The Auditors have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the year under review.
SECRETARIAL AUDITORS
In terms of the provisions of Section 204 of the Companies Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members at their 29th Annual General Meeting held on 29th July 2025 had appointed M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries, (Firm's Registration No. P2005MH091600), as the Secretarial Auditor of the Company for conducting the secretarial audit of your Company for the term of five consecutive financial years commencing from financial year 2025-26 to 2029-30. The Secretarial Audit Report in Form MR-3 for the Financial Year under review, as received from M/s. Dilip Bharadiya & Associates, Company Secretaries, is attached as "Annexure D" to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the Financial Year under review is submitted to the Stock Exchanges and uploaded on the website of the Company athttps://stocksandsecurities. adityabirlacapital.com/investor/Announcements
COST RECORDS AND AUDITORS
The Provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.
REPORTING OF FRAUDS BY AUDITORS
None of the Auditors of your Company, i.e., Statutory Auditors and Secretarial Auditors, has reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the Financial Year under review.
SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA
The Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility (CSR) Committee consisting of the following Members:
Mr. Sharadkumar Bhatia Chairman, Independent Director
Mr. Gopi Krishna Tulsian Non-Executive Director
Mrs. Pinky Mehta Non-Executive Director
As part of its Corporate Social Responsibility (CSR) initiatives, the Company has partnered with implementing agencies/ NGOs, namely Aditya Birla Educational Trust and Swasthya Vriksha Foundation. Swasthya Vriksha Foundation is dedicated to conducting awareness campaigns and organising free HPV vaccination camps across various locations in the state of Maharashtra. These initiatives focus on educating females about HPV and providing free vaccinations through these camps. Additionally, the Aditya Birla Educational Trust has supported menstrual hygiene programme initiatives under the projects titled "Project Samvedna and Project Ujaas".
During the financial year under review, taking into account the ongoing projects initiated in previous years, the Company allocated a CSR budget aggregating to ? 1,45,73,648/-. The entire amount was spent towards CSR activities for the financial year ended 31st March 2026.
The details of the CSR Policy/activities of the Company are provided as "Annexure E" to this Report and also available on its website at the link:https://stocksandsecurities.adityabirlacapital.com/ investor/Announcements
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report concerns.
The Whistle Blower Policy has been hosted on the Company's website at the link: https://stocksandsecurities.adityabirlacapital. com/investor/Announcements
During the financial year under review, 3 (three) complaints were received under the Vigil Mechanism/Whistle Blower Policy, out of which two complaints were investigated and resolved during the year. One complaint remained outstanding as on 31st March 2026, which has since been investigated and resolved as on the date of this Report.
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 designated persons and their immediate relatives and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
Further details on the same are forming part of the Corporate Governance Report.
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.
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Number of complaints of sexual harassment received in the year
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1
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Number of complaints disposed off during the year
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1
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Number of cases pending for more than ninety days.
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0
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The Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES
The Company continues to focus on strengthening organisational capability in line with its long-term strategic priorities. As the business evolves within an increasingly complex and technology- enabled financial services environment, emphasis remains on building a workforce that is adaptable, skilled and aligned with the organisation's values and expectations. This approach supports consistent execution and sustainable growth across businesses.
Our people practices are anchored in creating an inclusive, performance driven workplace that supports continuous capability building and responsible career progression. During the year, the organisation continued to enhance digital, data and AI enabled capabilities across functions, alongside domain and leadership development, to ensure workforce readiness for evolving roles and operating models. These efforts are complemented by learning pathways, internal mobility opportunities and leadership engagement, enabling employees to grow in line with both business requirements and personal aspirations.
Additionally, sustained initiatives focused on enhancing ease of doing business have contributed to improved productivity and a broader spread of performance across the organisation.
As on 31st March 2026, the Company had an employee strength of over 885 employees. Women employees represented 20.90% of the total workforce, comprising 182 employees, while male employees comprised 703 employees. The Company did not have any transgender employees as on the said date.
BUILDING CAPABILITIES, ENABLING SUCCESS
Capability development during the year was directed towards strengthening role critical skills, leadership effectiveness and cross functional readiness across the organisation. Focus areas included functional expertise, digital and data enabled capabilities, and people leadership, supported by structured learning interventions and internal talent mobility. These efforts were aimed at ensuring operational continuity, improving execution quality and building capacity for future growth.
TALENT MANAGEMENT
We continue to make strategic investments in leadership and culture to support long term growth across its businesses, with a deliberate focus on building strong internal bench strength for succession. During the financial year under review, your Company being a subsidiary of Aditya Birla Capital Limited (ABCL), has strengthened management effectiveness through clearly defining leadership behaviours required for digital first execution, customer centricity, operational discipline, and 'One ABC' accountability. The I'M ABC (Integrity & Governance, Mindset Digital, Accountability & Ownership, Be Collaborative & Sensitive, Customer First) culture has been institutionalised in key people practices including leadership development, middle management & above hiring, high potential identification etc.,
Succession is a tightly governed and robust process, focused on systematically building readiness for critical roles through planned role movements, cross business exposures, and development on
emerging skills. Reflecting the maturity of the internal pipeline, 75% of critical and leadership roles are filled by internal talent. Governance and accountability are enforced through structured Talent Councils, ensuring disciplined identification, development, and progression of internal leaders. Leadership capacity is further strengthened through targeted leadership development, middle management development, including the Leadership Talent Development Program (LTDP), supported by mentoring, Development Assessment Centres, and coaching. Enterprise¬ wide talent reviews provide a long term, comprehensive view of potential, reinforcing the depth and resilience of the succession funnel and leadership bench.
Collectively, these initiatives reinforce a strong leadership pipeline, disciplined succession governance, and a resilient culture foundation to sustainably support performance and value creation.
EMPLOYEE WELLNESS
Our Wellness Framework is anchored in four pillars—Physical, Social, Emotional, and Family Well-being-enabling a holistic approach that addresses the diverse needs of our mutigenerational workforce.
Our physical wellness initiatives focus on prevention through comprehensive health assessments, structured personalised health coaching, and health insurance coverage.
We foster social connection and purpose through initiatives such as employee volunteering, give back programmes and internal interest groups.
Emotional well-being is supported through reinforcing awareness, and confidential counselling services, extended to employees and their families to encourage proactive mental health management.
STATEMENT ON MATERNITY BENEFIT ACT, 1961
The Company hereby confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961, and the rules framed thereunder, as amended from time to time. In addition to the statutory benefits mandated under the said Act, the Company, as part of the Aditya Birla Group, extends certain enhanced maternity-related benefits and support measures to eligible employees, in accordance with its internal policies.
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 were no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company i.e. 31st March 2026 and till the date of this Board's Report.
ii. the Company has not given loans, made investments or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.
iii. there was no change in the nature of business of the Company.
iv. no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
v. no application has been made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
vi. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).
ACKNOWLEDGEMENT
The Board expresses its sincere appreciation for the support and cooperation extended by our various partners and business associates. We gratefully acknowledge the ongoing assistance and support provided by all statutory and regulatory authorities.
The Board also wishes to place on record its deep appreciation for the exemplary contributions made by the employees of the Company at all levels. Their dedication and enthusiasm have been pivotal to the Company's growth.
For and on behalf of the Board of Directors Aditya Birla Money Limited
Gopi Krishna Tulsian
Place: Mumbai Chairman
Date: 25th June 2026 DIN: 00017786
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