The Board of Directors of Aditya Birla Money Limited ("your Company" or "the Company" or "ABML") is pleased to present the30th (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 ended31st 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
Includes exceptional items
The above figures are extracted from the Financial Statementsprepared in accordance with Indian Accounting Standards ("INDAS") as notified under Sections 129 and 133 of the CompaniesAct, 2013 ("the Act") read with the Companies (Accounts) Rules,2014 and other relevant provisions of the Act and the Securitiesand Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("SEBI Listing Regulations").
RESULTS OF OPERATIONS AND THE STATE OFTHE COMPANY'S AFFAIRS
For the Financial Year ended 31st March 2026, the Companyrecorded Revenue from Operations of ? 468.59 Crore as comparedto ? 453.15 Crore during the Previous Year, an increase of 3.41%
KEY HIGHLIGHTS OF THE COMPANYPERFORMANCE FOR THE FINANCIAL YEARENDED 31st MARCH 2026
The Profit after Tax stood at ? 58.48 Crore for the year ended 31stMarch 2026, as compared to ? 74.19 Crore in Previous FinancialYear, a reduction of 21.18%
ACCOUNTING METHOD
The Financial Statements of the Company have been preparedin accordance with Indian Accounting Standards as notifiedunder Sections 129 and 133 of the Act read with the Companies
(Accounts) Rules, 2014, as amended and other relevant provisionsof the Act.
In accordance with the provisions of the Act, applicable AccountingStandards and the SEBI Listing Regulations, the Audited FinancialStatements of the Company for the Financial Year ended 31stMarch 2026, together with the Auditors' Report forms part ofthis Annual Report.
The Audited Financial Statements of the Company as statedabove 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, affectingthe Financial Position of the Company during the Financial Yearunder review.
HOLDING / SUBSIDIARIES / JOINT VENTURES/ASSOCIATES COMPANIES
During the Financial Year under review, Grasim Industries Limitedremained the Ultimate Holding Company, and Aditya Birla CapitalLimited continued to be the Holding Company of our Company.Additionally, during this period, your Company did not have anySubsidiaries, Associates, or Joint Venture Companies.
Grasim Industries Limited and Aditya Birla Capital Limited arelisted at BSE Limited, National Stock Exchange of India Limitedand Luxembourg Stock Exchange (Global Depositary Shares/GDSs).
TRANSFER TO RESERVES
During the Financial Year under review, the Company does notpropose 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 yearunder review.
SHARE CAPITAL
As on 31st March 2026, the Company's Paid-up Equity ShareCapital was ? 5.65 Crore divided into 5,65,09,201 Equity Sharesof ? 1/- each. The Company has 16,00,000 4% Non-CumulativeNon-Convertible Redeemable Preference Shares of ? 100/- eachoutstanding as on 31st March 2026.
During the year under review, the Company has not issuedany shares.
Subsequent to the close of the financial year, the Board ofDirectors, at its meeting held on 25th June 2026, approved,subject to the approval of the Members at the ensuing 30thAnnual General Meeting, the proposal to increase the authorisedshare capital of the Company from ?33,00,00,000 dividedinto 7,00,00,000 Equity Shares of ?1/- each and 26,00,000Preference Shares of ?100/- each, to ?333,00,00,000 dividedinto 17,00,00,000 Equity Shares of ?1/- each and 3,16,00,000Preference Shares of ?100/- each, by alteration of Clause V ofthe Memorandum of Association of the Company. The relevantresolution forms part of the Notice convening the 30th AnnualGeneral Meeting for the approval of the Members.
DEPOSITORY
As on 31st March 2026, out of the Total Issued Share Capital of5,65,09,201 Equity Shares, 5,56,59,907 Equity Shares (constituting98.50%) were held in dematerialised form.
The Company's Equity Shares are compulsorily tradable inelectronic form.
RESOURCE MOBILISATION
During the Financial Year under review, the Company mobilisedfunds by way of issue of short-term Commercial Paper as perBusiness needs.
CREDIT RATING
During the Financial Year under review, the Credit Rating Agencieshave assigned the following ratings for the Commercial PaperProgramme of the Company for an amount of ? 2,350 Crore.
Sr.
No.
Nature of No.Instrument
Name of theInstrument
Name of CreditRating Agency
AmountRated(In Crores)
Current
Rating
1
Short-Term
Instrument
Commercial
Paper
CRISIL
2,350
A1
2
IND Ra
Further, during the Financial Year under review, India Ratings andResearch (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 theCompany in accordance with the provisions of Section 178(3) ofthe Companies Act, 2013 is placed as "Annexure A" to this Report.The Executive Remuneration Policy is also available on its websiteat the link:https://stocksandsecurities.adityabirlacapital.com/investor/Announcements
PUBLIC DEPOSITS
The Company has not accepted or renewed any deposit as coveredunder Section 73 of the Companies Act, 2013, from its membersor the public during the Financial Year under review.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details, asrequired under Section 197(12) of the Companies Act, 2013 readwith Rule 5(1) of the Companies (Appointment and Remunerationof 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 Rule5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, with respect to informationof employees of the Company will be provided upon request bya Member. In terms of the provisions of Section 136(1) of theAct, the Annual Report is being sent to all the Members of yourCompany whose email address(es) are registered with theCompany/Depository Participants via electronic mode, excludingthe aforesaid Annexure which shall be made available for inspectionby the Members via electronic mode. Pursuant to the provisionsof Regulation 36(1)(b), a letter providing the web-link, includingthe exact path, where the complete details of the Annual Report2025-26 are available, is being sent to those Members who have notregistered their email addresses. Also, if any Member is interestedin obtaining a copy thereof, the Member may write to the CompanySecretary at the Registered Office of the Company in this regard orsend an email to abml.investorgrievance@adityabirlacapital.com.
EMPLOYEE STOCK OPTIONS
Employee Stock Options have been recognised as an effectiveinstrument to attract talent and align the interest of employees
with that of the Company, thereby providing an opportunity to theemployees to share in the growth of the Company and to createlong-term wealth in the hands of employees and thereby actingas a retention tool.
In view of the above, the Company had formulated EmployeesStock Option Scheme 2014 ("ESOS 2014") which was approvedby 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 theCompany held on 9th September 2014.
The aforesaid ESOP Scheme is in compliance with the SEBI (ShareBased Employee Benefits) Regulations, 2014 which have beenrepealed and replaced by the SEBI (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021.
There has been no material change to the ESOP Scheme 2014 duringthe year, and the Scheme is in Compliance with the SEBI (ShareBased Employee Benefits) Regulations, 2014.
The Disclosures as required under Regulation 14 of SEBI (ShareBased Employee Benefits) Regulations, 2014 has been hosted onthe Company's website at the link:https://stocksandsecurities.adityabirlacapital.com/investor/Announcements
Further, in accordance with Regulation 13 of the SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021 Certificatesissued by the Secretarial Auditors on the implementation of yourCompany's Employee Stock Option Scheme(s) will be made availablevia electronic mode at the ensuing 30th (Thirtieth) Annual GeneralMeeting ("AGM") of the Company for inspection by the Members.
ADITYA BIRLA CAPITAL LIMITED EMPLOYEESTOCK OPTION SCHEMES
In view of the above, Aditya Birla Capital Limited ("ABCL") hadformulated and vide their resolution on 16th October 2022, passed"Aditya Birla Capital Limited Employee Stock Option Scheme2022"("Scheme 2022") for the employees of the Company andits Subsidiaries for scheme approval. The Board of Directors ofthe Company at its meeting held on 04th November 2025 andsubsequent to meeting held on 10th November 2025 (ABCL NRC)had approved the extension of benefits of the Aditya Birla CapitalLimited Employee Stock Option Scheme 2022 ("Scheme 2022") forthe employees of the Company and its Subsidiaries.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO
a) Conservation of Energy - The Company's operations arenot energy intensive. Adequate measures have been taken
to conserve energy wherever possible. The energy savingmeasures also include installation of LED lighting, selectingand designing offices to facilitate maximum natural lightutilisation, video-conferencing facilities across all officesto reduce the need of employee travel, digital learninginitiatives for employees, optimised usage of lights andcontinuous monitoring and control of the operations of theair conditioning equipment as well as elimination of non¬recyclable plastic in offices.
b) Technology Absorption - The minimum technology requiredfor the business has been absorbed.
c) Foreign Exchange Earnings and Outgo - The Company didnot enter into any Foreign Currency Transactions during thecurrent Financial Year and the Previous Year.
MANAGEMENT DISCUSSION AND ANALYSISREPORT
Pursuant to Regulation 34(2) of the SEBI Listing Regulations, theManagement Discussion and Analysis Report for the year underreview is presented as a separate section, which forms part ofthis Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standard ofCorporate Governance and adhering to the Corporate Governancerequirements set out by the Securities and Exchange Board ofIndia. Corporate Governance principles form an integral part of thecore values of the Company. The Report on Corporate Governanceas stipulated under Regulation 34(3) read with Schedule V of theSEBI Listing Regulations forms an integral part of this AnnualReport. The Compliance Certificate from M/s. Dilip Bharadiya &Associates, Practicing Company Secretaries (Firm's RegistrationNo. P2005MH091600), regarding compliance of conditions ofCorporate Governance is annexed to this Report as "Annexure C".
CONTRACTS AND ARRANGEMENTS WITHRELATED PARTIES
During the year under review, all contracts and arrangementswith related parties have been entered into by the Company inits ordinary course of business and at Arms' Length and were notconsidered material as per the provisions of Section 188 of the Actread 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, istherefore not applicable.
Prior Omnibus approval of the Audit Committee is obtainedfor Related Party Transactions (RPTs) which are of a repetitivenature and entered into the ordinary course of business and atarm's length. A statement on RPTs specifying the details of thetransactions, pursuant to each omnibus approval granted, isplaced on a Quarterly basis for review by the Audit Committee.The particulars of such contracts and arrangements with RelatedParties are given in notes to the Financial Statements, formingpart of this Annual Report.
In accordance with the provisions of the SEBI Listing Regulations,the Company has in place the Policy on dealing with RelatedParty 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 wehave the right risk-return trade off in keeping with our risk appetiteis the essence of our Risk Management practices while looking tooptimise the returns that go with that risk.
The Risk Governance Committee of the Board has framed theRisk Management Service Policy of the Company and monitors itsimplementation. The objectives and scope of the Risk GovernanceCommittee 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 ManagementFramework supported by well-established policies and proceduresand a talented pool of Risk Professionals. The Company was ableto face unprecedented challenges during the year and emergedstronger during these turbulent times due to some of these policiesand frameworks.
The Company faces potential risks, which can be classified asmarket risk, credit risk, operational risk, IT & cyber security risk.Creating awareness of the risks faced by the organisation is animportant way to manage risk and accordingly, the Company makesall 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 systematicallyacross all its lines of businesses. The Company continually upgradesnecessary security measures, including cybersecurity measures,to ensure mitigation of cyber threats and risks.
Risk management in the Company is an independent function, in thecontext of separation of roles of credit origination (duty cast on thebusiness functions) and evaluation and assessment (duty cast on
the risk & surveillance function) to ensure the independence of riskmeasurement, monitoring and control functions. This frameworkalso enables business units at the operating level, with the use oftechnology, to identify opportunities to lend which fall within therisk appetite of the Company.
The various risks across the Company are monitored and reviewedthrough the Risk Governance Committee (RGC) of the Board -the apex body for risk management, which meet periodically. TheAudit Committee of the Board provides directions to and monitorsthe quality of the internal audit function and controls and alsomonitors compliance with observation reports of SEBI, otherRegulators and Internal & Statutory Auditors.
1. Credit Risk - The Company has established a robust riskmanagement framework to monitor and control credit risks.The framework includes requirement of minimum upfrontmargin, collateral management, margin shortfall monitoringand liquidation and real-time mark-to-market (MTM)monitoring. ABML has also implemented an Early WarningMonitoring mechanism to enable timely identification ofemerging stress, potential losses, and appropriate mitigationactions. Credit risk is tracked across all portfolios andsegments through continuous monitoring of early warningsignals, identification of portfolio trends and generation ofportfolio-level MIS covering key credit quality indicators.All key portfolio variables are regularly presented to anddiscussed by the Company's Risk Management Committee.
2. Market Risk - The Company has implied market risk whicharises from clients' open positions in the securities andcommodities markets (NSE, BSE and MCX). The Company alsomaintains a funded book towards Margin Trading Funding(MTF) and exposures arising from open derivative positions.These exposures are monitored through stringent risk limitsand triggers, including concentration limits and definedmark-to-market (MTM) thresholds.
3. Operational Risk - Operational Risk is the risk of loss resultingfrom inadequate or failed internal processes, people andsystems or external events. While ultimate responsibility forOperational Risk Management (ORM) lies with the Board, theBoard has delegated this responsibility to the Risk GovernanceCommittee (RGC) of the Board. A dedicated Operational Riskfunction maintains oversight over ORM and provides periodicupdates to RGC. ORM Function is responsible for designing anddeploying ORM framework and processes that help Businessand Support functions in identification and managementof risks on proactive basis, ongoing review of systems andcontrols through risk and control self-assessment (RCSA),timely reporting of operational loss events and near missevents and its analysis for remediation, monitoring of KeyRisk Indicators (KRIs) and issue and action management on anongoing basis. ORM Function works closely with all Businesses
and Support Functions to facilitate implementation of ORMprocesses. Since a strong risk culture is a pre-requisite foreffective ORM, ORM Function also ensures on-going ORMtraining and awareness.
4. Information Technology and Cybersecurity Risk - Risksassociated with and arising from potential adverse outcomesor disruptions stemming from technology related factors,such as software vulnerabilities, hardware failures,cybersecurity threats, or technological changes. Technologyrisk can arise from internal factors (such as system resiliencygaps, change management, inadequate governance andinadequate IT workforce skillsets); or from external factors(such as cyber-threats and third-party vendor) i.e. risk ofcyber-attacks on the systems through hacking, phishing,ransomware and other means, resulting in disruption ofthe services or theft or leak of sensitive internal data orcustomer information.
The Company has well defined policies, frameworks, procedures,templates, and risk assessment methodology for IT riskmanagement. The framework enables risk assessment of ITsolutions, entities providing IT and related services and newtechnology and digital implementation. The cyber security threatincluding data privacy issue gets assessed basis the framework -Identify, Prevent/Protect, Detect, Respond and Recover. Furthercontrols such as firewalls, anti-malware, anti-advance persistentthreats, data loss prevention, Red Teaming, Intrusion prevention/detection, digital rights management, 24*7 security operationcentre, and forensics solutions, that has been put in place.
The Company ensures alignment of Business and IT Strategiesto provide services and superior customer experience. Makingextensive progress on some of the key initiatives that are partof our technology transformation agenda. The key initiatives areInfrastructure stability, Disaster Recovery Resiliency, Securityenhancements and monitoring mechanisms. Adapting and updatingCyber Defence framework to further augment cyber defencecapabilities to counter new-age threats. Increase informationsecurity awareness among employees and customers throughspecific programmes and communications.
BUSINESS CONTINUITY
The Company has a business continuity policy to have a plannedresponse in the event of any contingency, ensuring recoveryof critical activities at agreed levels within agreed timeframe,thereby complying with various regulatory requirements andminimising the potential business impact on the Company. Allthe business-critical processes are tested in a timely manner forBusiness continuity.
In view of the increased move to digital and adoption of newtechnologies, there was a continued focus on Cyber Security and theCompany continued to invest in a strong Cyber Defence Programme.
The Risk Management teams of the Company are continuouslyscanning the internal and external environment to identifyRisks and also to capitalise upon the opportunities presented inthe environment.
INTERNAL FINANCIAL CONTROLS
The Company has well-established internal control systems inplace which are commensurate with the nature of its business andsize, scale and complexity of its operations. Standard OperatingProcedures (SOP) and Risk Control Matrices designed to providereasonable assurance are in place and are being continuouslymonitored and updated.
The Company also periodically engage outside experts to carryout independent review of the effectiveness of various businessprocesses. The observations and best practices suggestedare reviewed by the management and Audit Committeeand appropriately implemented with a view to continuouslystrengthening internal controls.
INTERNAL AUDIT
The Company has in place an effective Internal Audit Frameworkto review and assess the efficacy of internal controls with theobjective of providing the Audit Committee and the Boardof Directors with an independent and reasonable assuranceof the adequacy and effectiveness of the organisation's riskmanagement, internal control and governance processes. Theframework is commensurate with the nature of the business, size,scale and complexity of its operations with a Risk Based InternalAudit ("RBIA") approach.
The Company has implemented a RBIA Programme and the risk-based internal audit plan, including the information systemsaudit (IS audit) plan, is developed based on the risk profile of theaudit universe comprising of the businesses, support/controlfunctions, branches, and information systems. The RBIA planincludes process audits and IS audit at central/corporate officeas well as branches. The Internal audit plan is approved by the AuditCommittee of the Board and the internal audits are undertaken ona risk-based periodicity to independently review and validate theexisting controls. Internal audit reports are regularly reviewed bythe management, and corrective action is initiated to strengthencontrols and enhance the effectiveness of existing systems.
Significant audit observations, if any are presented to the AuditCommittee of the Board along with the status of managementactions 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) areIndependent 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 Regulation17 of the SEBI (Listing Obligations and Disclosure Requirement),Regulations, 2015 (hereinafter referred also as "SEBI ListingRegulations" or SEBI (LODR), 2015) and Section 149 of the Act.
During the year under review, there were no changes in thecomposition of the Board of Directors of the Company.
None of the Directors of the Company are disqualified from beingappointed or re-appointed as Directors as specified in Section164(2) of the Act.
RETIRE BY ROTATION
Pursuant to Section 152(6) of the Act read with the Articlesof Association of the Company, Mr. Gopi Krishna Tulsian, Non¬Executive Director (DIN: 00017786), is liable to retire by rotationat the ensuing Annual General Meeting ("AGM”) and being eligible,offers himself for re-appointment.
Further, in terms of the SEBI Listing Regulations, no ListedCompany shall appoint or continue the appointment of a Non¬executive Director, who has attained the age of 75 years, unlessa Special Resolution is passed to that effect. Mr. Gopi KrishnaTulsian has attained the age of 75 years, resolutions seeking hisre-appointment and continuation as Non-executive Director formpart of the Notice of ensuing AGM. The information as required tobe disclosed under Regulation 36(3) of the SEBI Listing Regulationsin case of Re-appointment of Mr. Gopi Krishna Tulsian is providedin 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 CompaniesAct, 2013 and Regulation 25(8) of the SEBI Listing Regulations, theIndependent Directors have given a declaration that they meet thecriteria of independence as provided in Section 149(6) of the saidAct and Regulation 16(1)(b) of the SEBI Listing Regulations and thatthey are not aware of any circumstance or situation, which exist ormay be reasonably anticipated, that could impair or impact theirability to discharge their duties with an objective independentjudgement and without any external influence.
The Board is of the opinion that the Independent Directors ofthe Company possess requisite qualifications, experience andexpertise and hold the highest standards of integrity.
All Independent Directors of the Company have registered theirname in the data bank maintained with the Indian Institute ofCorporate 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 thedeclaration confirming that they fulfil the criteria of independenceas prescribed under the Act and the SEBI Listing Regulations. Therehas been no change in circumstances affecting their status asIndependent Directors of the Company.
KEY MANAGERIAL PERSONNEL
During the financial year under review, there were no changes inthe composition of the Key Managerial Personnel of the Company.Further, in terms with the provisions of Sections 2(51) and 203 ofthe Act, read with the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Key Managerial Personnelof 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 FORINDEPENDENT DIRECTORS
Independent Directors are familiarised about the Company'soperations and businesses. Interaction with the Business headsand key executives of the Company is also facilitated. Detailedpresentations on important policies of the Company are alsomade to the Directors. Direct meetings with the Chairman arefurther facilitated to familiarise the incumbent Director aboutthe Company/its businesses and the group practices.
The details of the familiarisation programme have been postedon the website of the Companyhttps://stocksandsecurities.adityabirlacapital.com/investor/Announcements
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, theDirectors state that:
a) in the preparation of the annual accounts for the year ended31st March 2026, the applicable accounting standards havebeen followed and there are no material departures fromthe same;
b) they have selected such accounting policies and applied themconsistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at 31st March 2026 andof the profit of the Company for year ended on that date;
c) they have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013 forsafeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;
d) they have prepared the annual accounts on a goingconcern basis;
e) they have laid down Internal Financial Controls to be followedby the Company and that such Internal Financial Controls areadequate and are operating effectively; and
f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION
The evaluation framework for assessing the performance ofthe Directors of the Company comprises contributions at theMeeting(s) and strategic perspective or inputs regarding thegrowth and performance of the Company provided by them,amongst others.
Pursuant to the provisions of the Act and SEBI Listing Regulationsand in terms of the Framework of the Board PerformanceEvaluation, the Nomination and Remuneration Committee andthe Board of Directors have carried out an annual performanceevaluation of the Board, performance of various Committees ofthe Board, Individual Directors, and the Chairman. The mannerin which the evaluation has been carried out has been set outin the Corporate Governance Report, which forms part of thisAnnual Report.
OUTCOME OF THE EVALUATION
The Board of the Company was satisfied with the functioning ofthe Board and its Committees. The Committees are functioningwell and besides covering the Committees' terms of reference,as mandated by applicable laws, important issues are broughtup and discussed in the Committee Meetings. The Board was alsosatisfied with the contribution of Directors in their individualcapacities. The Board has full faith in the Chairman leading theBoard effectively and ensuring participation and contribution fromall the Board Members.
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board meets at regular intervals to discuss and decide on theCompany's Performance and Strategies. During the Financial Year2025-26, the Board met 7 (Seven) times on 21st April 2025, 26th June2025, 11th July 2025, 14th October 2025, 04th November 2025, 15thDecember 2025 and 14th January 2026.
Further details on the Board, its Meetings, composition, andattendance are provided in the Corporate Governance Report,which forms part of this Annual Report.
AUDIT COMMITTEE
The Company has constituted an Audit Committee with itscomposition, quorum, powers, role and scope in line with theapplicable provisions of the Act, SEBI Listing Regulations.
During the financial year under review, the Audit Committeereviewed the internal controls put in place to ensure that theaccounts of the Company are properly maintained and that theaccounting transactions are in accordance with prevailing laws and
regulations. In conducting such reviews, the Committee found nomaterial discrepancy or weakness in the internal control systemof the Company.
Further details on the Audit Committee, its Meetings, compositionand attendance are provided in the Corporate Governance Report,which forms part of this Annual Report.
During the financial year under review, all recommendations madeby the Audit Committee were accepted by the Board.
OTHER COMMITTEES
The Board of Directors has also constituted the followingCommittees:
• 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 detailsof their Meetings, composition and attendance are provided inthe Corporate Governance Report, which forms part of thisAnnual Report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the CompaniesAct, 2013, the Annual Return of the Company in Form MGT-7for the Financial Year ended 31st March 2026 is available onthe 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 theCompanies (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 Auditorsof the Company for the Second Term of 5 (Five) years from theconclusion of 29th Annual General Meeting till the conclusion of the34th 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 commentsunder Section 134(3)(f) of the Act. The Auditor's Report doesnot contain any qualifications, reservations, adverse remarksor disclaimer.
The Auditors have not reported any fraud to the Audit Committeeor the Board of Directors under Section 143(12) of the CompaniesAct, 2013 during the year under review.
SECRETARIAL AUDITORS
In terms of the provisions of Section 204 of the CompaniesAct, read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the members at their 29thAnnual General Meeting held on 29th July 2025 had appointedM/s. Dilip Bharadiya & Associates, Practicing CompanySecretaries, (Firm's Registration No. P2005MH091600),as the Secretarial Auditor of the Company for conductingthe secretarial audit of your Company for the term of fiveconsecutive financial years commencing from financial year2025-26 to 2029-30. The Secretarial Audit Report in Form MR-3for the Financial Year under review, as received from M/s. DilipBharadiya & Associates, Company Secretaries, is attached as"Annexure D" to the Board's Report. The Secretarial AuditReport does not contain any qualification, reservation, oradverse remark.
Pursuant to Regulation 24A of the SEBI Listing Regulations, theAnnual Secretarial Compliance Report for the Financial Yearunder review is submitted to the Stock Exchanges and uploadedon the website of the Company athttps://stocksandsecurities.adityabirlacapital.com/investor/Announcements
COST RECORDS AND AUDITORS
The Provisions of Cost Records and Cost Audit as prescribedunder Section 148 of the Companies Act, 2013 are not applicableto the Company.
REPORTING OF FRAUDS BY AUDITORS
None of the Auditors of your Company, i.e., Statutory Auditors andSecretarial Auditors, has reported any incident of fraud to the AuditCommittee or the Board of Directors under Section 143(12) of theAct during the Financial Year under review.
SECRETARIAL STANDARDS OF INSTITUTE OFCOMPANY SECRETARIES OF INDIA
The Company has complied with the Secretarial Standards onMeetings 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 theCompany has a Corporate Social Responsibility (CSR) Committeeconsisting 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 SwasthyaVriksha Foundation. Swasthya Vriksha Foundation is dedicatedto conducting awareness campaigns and organising free HPVvaccination camps across various locations in the state ofMaharashtra. These initiatives focus on educating femalesabout HPV and providing free vaccinations through these camps.Additionally, the Aditya Birla Educational Trust has supportedmenstrual hygiene programme initiatives under the projectstitled "Project Samvedna and Project Ujaas".
During the financial year under review, taking into account theongoing projects initiated in previous years, the Company allocateda CSR budget aggregating to ? 1,45,73,648/-. The entire amountwas spent towards CSR activities for the financial year ended 31stMarch 2026.
The details of the CSR Policy/activities of the Company are providedas "Annexure E" to this Report and also available on its websiteat the link:https://stocksandsecurities.adityabirlacapital.com/investor/Announcements
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In accordance with Section 177(9) of the Companies Act, 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers)Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, theCompany 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'swebsite at the link: https://stocksandsecurities.adityabirlacapital.com/investor/Announcements
During the financial year under review, 3 (three) complaints werereceived under the Vigil Mechanism/Whistle Blower Policy, out ofwhich two complaints were investigated and resolved during theyear. One complaint remained outstanding as on 31st March 2026,which has since been investigated and resolved as on the date ofthis 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 Conductto regulate, monitor and report trading by designated persons andtheir immediate relatives and a Code of Practices and Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information.
Further details on the same are forming part of the CorporateGovernance Report.
POLICY ON PREVENTION OF SEXUALHARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a policy which is in line with therequirements of the Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal) Act, 2013. An InternalCommittee has been set up to redress complaints, if any, receivedregarding sexual harassment of women employees. The Companyhas complied with the provisions relating to the constitution ofInternal Committee under the Sexual Harassment of Women atthe Workplace (Prevention, Prohibition and Redressal) Act, 2013.All employees (permanent, contractual, temporary, trainees) arecovered under this policy.
Number of complaints of sexual harassment received in theyear
Number of complaints disposed off during the year
Number of cases pending for more than ninety days.
0
The Company has complied with the provisions of SexualHarassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013.
HUMAN RESOURCES
The Company continues to focus on strengthening organisationalcapability in line with its long-term strategic priorities. As thebusiness evolves within an increasingly complex and technology-enabled financial services environment, emphasis remains onbuilding a workforce that is adaptable, skilled and aligned withthe organisation's values and expectations. This approach supportsconsistent execution and sustainable growth across businesses.
Our people practices are anchored in creating an inclusive,performance driven workplace that supports continuous capabilitybuilding and responsible career progression. During the year, theorganisation continued to enhance digital, data and AI enabledcapabilities across functions, alongside domain and leadershipdevelopment, to ensure workforce readiness for evolving rolesand operating models. These efforts are complemented bylearning pathways, internal mobility opportunities and leadershipengagement, enabling employees to grow in line with both businessrequirements and personal aspirations.
Additionally, sustained initiatives focused on enhancing ease ofdoing business have contributed to improved productivity and abroader spread of performance across the organisation.
As on 31st March 2026, the Company had an employee strengthof over 885 employees. Women employees represented 20.90%of the total workforce, comprising 182 employees, while maleemployees comprised 703 employees. The Company did not haveany transgender employees as on the said date.
BUILDING CAPABILITIES, ENABLING SUCCESS
Capability development during the year was directed towardsstrengthening role critical skills, leadership effectiveness and crossfunctional readiness across the organisation. Focus areas includedfunctional expertise, digital and data enabled capabilities, andpeople leadership, supported by structured learning interventionsand internal talent mobility. These efforts were aimed at ensuringoperational continuity, improving execution quality and buildingcapacity for future growth.
TALENT MANAGEMENT
We continue to make strategic investments in leadership andculture to support long term growth across its businesses, witha deliberate focus on building strong internal bench strength forsuccession. During the financial year under review, your Companybeing a subsidiary of Aditya Birla Capital Limited (ABCL), hasstrengthened management effectiveness through clearly definingleadership behaviours required for digital first execution, customercentricity, operational discipline, and 'One ABC' accountability. TheI'M ABC (Integrity & Governance, Mindset Digital, Accountability &Ownership, Be Collaborative & Sensitive, Customer First) culture hasbeen institutionalised in key people practices including leadershipdevelopment, middle management & above hiring, high potentialidentification etc.,
Succession is a tightly governed and robust process, focused onsystematically building readiness for critical roles through plannedrole 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 structuredTalent Councils, ensuring disciplined identification, development,and progression of internal leaders. Leadership capacity isfurther strengthened through targeted leadership development,middle management development, including the LeadershipTalent Development Program (LTDP), supported by mentoring,Development Assessment Centres, and coaching. Enterprise¬wide talent reviews provide a long term, comprehensive view ofpotential, reinforcing the depth and resilience of the successionfunnel and leadership bench.
Collectively, these initiatives reinforce a strong leadershippipeline, disciplined succession governance, and a resilient culturefoundation 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 thataddresses the diverse needs of our mutigenerational workforce.
Our physical wellness initiatives focus on prevention throughcomprehensive health assessments, structured personalisedhealth coaching, and health insurance coverage.
We foster social connection and purpose through initiatives suchas employee volunteering, give back programmes and internalinterest groups.
Emotional well-being is supported through reinforcing awareness,and confidential counselling services, extended to employees andtheir families to encourage proactive mental health management.
STATEMENT ON MATERNITY BENEFIT ACT, 1961
The Company hereby confirms that it is in compliance with theprovisions of the Maternity Benefit Act, 1961, and the rules framedthereunder, as amended from time to time. In addition to thestatutory benefits mandated under the said Act, the Company,as part of the Aditya Birla Group, extends certain enhancedmaternity-related benefits and support measures to eligibleemployees, in accordance with its internal policies.
OTHER DISCLOSURES
In terms of applicable provisions of the Act and SEBI ListingRegulations, the Company discloses that during the Financial Yearunder review:
i. there were no material changes and commitments affectingthe financial position of the Company which has occurredbetween 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 orprovided guarantees or securities as covered under Section186 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 theregulators or courts or tribunals impacting the going concernstatus and Company's operations in future.
v. no application has been made nor is any proceeding pendingunder the Insolvency and Bankruptcy Code, 2016 during theyear under review.
vi. there was no transfer of unpaid or unclaimed amount toInvestor Education and Protection Fund (IEPF).
ACKNOWLEDGEMENT
The Board expresses its sincere appreciation for the supportand cooperation extended by our various partners and businessassociates. We gratefully acknowledge the ongoing assistanceand support provided by all statutory and regulatory authorities.
The Board also wishes to place on record its deep appreciationfor the exemplary contributions made by the employees of theCompany at all levels. Their dedication and enthusiasm have beenpivotal to the Company's growth.
For and on behalf of the Board of DirectorsAditya Birla Money Limited
Gopi Krishna Tulsian
Place: Mumbai Chairman
Date: 25th June 2026 DIN: 00017786