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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Aditya Birla Money Ltd.

Mar 31, 2025

The Board of Directors of Aditya Birla Money Limited ("your Company" or " the Company" or "ABML") is pleased to present the 29^th(Twenty Ninth) Annual Report and the Audited Financial Statements of your Company for the Financial Year ended 31^st March 2025 ("Financial Year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

Your 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:

(? in Crore)
Particulars	FY25	FY24
Revenue from Operations	447.61	390.19
Other Income	14.97	4.82
Total Income	462.58	395.01
Expenses	360.93	326.08
Profit Before Tax	101.65	68.93
Tax Expenses	27.46	15.96
Profit for the year	74.19	52.97
Other Comprehensive Income	(0.77)	0.38
Total Comprehensive Income for the year	73.43	53.34
Earnings per Equity Share (in ''): (Face Value of ''1/- each)
Basic	13.13	9.37
Diluted	13.13	9.37

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 31^st March 2025, the Company recorded Revenue from Operations of '' 447.61 Crore as compared to '' 390.19 Crore during the Previous Year, an increase of 15%.

KEY HIGHLIGHTS OF THE COMPANY PERFORMANCE FOR THE FINANCIAL YEAR ENDED 31^st MARCH 2025

The Profit after Tax stood at '' 74.19 Crore for the year ended 31^st March 2025, as compared to '' 52.97 Crore in Previous Financial Year, an increase of 40%.

ACCOUNTING METHOD

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified

under Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

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

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

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 31^st March 2025, 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 31^st March 2025.

During the year under review, the Company has not issued any shares.

DEPOSITORY

As on 31^st March 2025, out of the Company''s Paid-up Equity Share Capital comprising of 5,65,09,201 Equity Shares, 5,56,40,415 Equity Shares (98.46%) were held in dematerialised mode.

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

RESOURCE MOBILISATION

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

CREDIT RATING

During the Financial Year under review, the Credit Rating Agencies have assigned the following ratings for the Commercial Paper Programme of the Company for an amount of '' 2000 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	Commercial	CRISIL	2000	A1
	Instrument	Paper
2	Short-Term	Commercial	IND Ra	2000	A1
	Instrument	Paper

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 âAnnexure A" to this Report. The Executive Remuneration Policy is also available on its website at the link: https:// stocksandsecurities.adityabirlacapital.com/investor

PUBLIC DEPOSITS

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

PARTICULARS OF EMPLOYEES

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 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 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 2^nd December

2014, in accordance with the Regulations and the Special Resolution(s) passed by the members at the General Meeting (s) of the Company held on 9^th September 2014.

The aforesaid ESOP Schemes are 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

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 29^th (Twenty Ninth) Annual General Meeting (âAGM") of the Company for inspection by the Members.

ADITYA BIRLA CAPITAL LIMITED EMPLOYEE STOCK OPTION SCHEMES

â¢ The Shareholders of the Company, via a special resolution passed through a postal ballot on 25^th September 2017, approved the extension of benefits under the Aditya Birla Capital Limited (Holding Company) Employee Stock Option Scheme 2017 to permanent employees in the Management Cadre, including Managing and Whole-time Directors of the Company. This approval also covered the payment of costs and charges by the Company related to the exercise of stock options or restricted stock units granted to these employees. Consequently, stock options were granted to the employees of the Company.

â¢ The Shareholders of Aditya Birla Capital Limited, via a special resolution passed through a Postal Ballot on 16^th October 2022, approved the extension of benefits under the Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022 to employees of Group Companies. This includes Holding, Subsidiary, and Associate companies of the

Company, such as Aditya Birla Money Limited, which is a Subsidiary Company.

â¢ The Shareholders was informed that as recommended by the Nomination and Remuneration Committee and in line with Aditya Birla Group''s philosophy and framework, the Company has adopted "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022" (''ABCL Scheme 2022'') for the benefits of Talent Grant under the ABCL Scheme 2022 to identified employees of the Company. The list of eligible employees with the allocation of grant as applicable to the Company was approved by the Board Members dated 23^rd October 2024.

â¢ There was no material changes made to the aforesaid schemes during the Financial Year under review.

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 Standards 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. BNP & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance is annexed to this Report as âAnnexure 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 Arms''s Length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a Quarterly basis for review by the Audit Committee. The particulars of such contracts and arrangements with Related Parties are given in notes to the Financial Statements, forming part of this Annual Report.

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

RISK MANAGEMENT

Risk Management is at the core of our business and ensuring we have the right Risk-Return trade off in keeping with our risk appetite is the essence of our Risk Management practices while looking to optimise the returns that go with that risk.

The Risk Governance Committee of the Board has framed the Risk Management Policy of the Company and monitors its implementation. The objectives and scope of the Risk Governance Committee broadly include:

â¢ Risk Identification.

â¢ Risk Assessment.

â¢ Risk Response and Risk Management Strategy; and

â¢ 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 organisational structure to manage the risk consists of "Three lines of defense":

First is: Line Management (Functional Heads) to ensure that

accountability and ownership is as close as possible to the activity that creates the risks;

Second is: Risk Oversight including the Risk and Compliance Function, Business Head and the Risk Governance Committee (RMC);

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

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

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

BUSINESS CONTINUITY

The Company has well-documented Business Continuity Management Programmes which have been designed to ensure continuity of critical processes during any disruption. A robust Disaster Recovery framework has been put in place to ensure uninterrupted operations and service to customers.

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

The Risk Management teams of the Company are continuously scanning the internal and external environment to identify Risks and, 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

During the year under review, the tenure of two Independent Directors on the Board of the Company, namely Mr. P. Sudhir Rao and Mr. G. Vijayaraghavan, expired on 2^nd July 2024 upon the completion of their second term of five years as Independent Directors of the Company. Subsequently, Mr. Sethurathnam Ravi and Mr. Sharadkumar Bhatia were appointed by the Board of Directors as Non-Executive Independent Directors of the Company with effect from 1^st July 2024. Their appointments were approved by the shareholders at the Annual General Meeting held on 30^th July 2024.

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, Mrs. Pinky Mehta, Non-Executive Director (DIN: 00020429), retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers herself for re-appointment. The information as required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations in case of Re-appointment of Mrs. Pinky Mehta is provided in the Notice of the ensuing 29^th 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 fulfill the criteria of independence as prescribed under the Act and the SEBI LODR. There has been no change in circumstances affecting their status as Independent Directors of the Company.

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 necessary preventive as well as corrective action is initiated to strengthen the controls and enhance the effectiveness of existing control processes/systems.

Significant audit observations 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 31^st March 2025, 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 "Listing Regulations" or SEBI (LODR), 2015) and Section 149 of the Act.

KEY MANAGERIAL PERSONNEL

During the financial year under review, the following were the changes in the composition of the Key Managerial Personnel of the Company:

â¢ Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors, in its Meeting held on 16^th July 2024, approved the appointment of Mr. Ashok Suvarna, as the Chief Executive Officer and a Key Managerial Personnel (KMP) of the Company effective from 1^st September 2024.

â¢ Mr. Pradeep Sharma, the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company tendered his resignation from the position of the CFO & KMP of the Company and the Board accepted and noted his resignation vide circular resolution dated 28^th August 2024 and he ceased to be CFO and KMP with effect from 30^th October 2024. The Board recorded its appreciation for the contribution of Mr. Sharma during his tenure as CFO and KMP of the Company.

â¢ As per the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation of the Nomination & Remuneration Committee and the Audit Committee, the Board of Directors at its Meeting held on 24^th January 2025 approved the appointment of Mr. Ravindera Nahar, as the Chief Financial Officer and Key Managerial Personnel (KMP) of the Company with effect from 24^th January 2025.

The Company has ensured that all necessary disclosures have been made to the Stock Exchange as required under the SEBI Listing Regulations and has also filed necessary E-Forms with the Registrar of Companies to give effect to the above appointment and cessations.

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 31^st March 2025 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
(*Mr. Ashok Kumar Suvarna was appointed w.e.f. 01^st September 2024 and Mr. Ravindera Nahar was appointed w.e.f. 24^th January 2025)

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 Company https://stocksandsecurities. adityabirlacapital.com/investor

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 31^st March 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^stMarch 2025 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 2024-25, the Board met 5 (Five) times on 22^ndApril 2024, 5^th June 2024, 16^th July 2024, 16^th October 2024 and 24^th January 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 and SEBI Listing Regulations.

The Audit Committee comprises:

Dr. Sethurathnam Ravi Chairman, Independent Director

Mr. Sharadkumar Bhatia Independent Director

Mr. Shriram Jagetiya Non-Executive Director

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

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

OTHER COMMITTEES

The Board of Directors has also constituted the following Committees:

â¢ Stakeholders'' Relationship Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Governance Committee

â¢ PIT Regulations 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 31^st March 2025 is available on the website of the Company and can be accessed at the link: https:// stocksandsecurities.adityabirlacapital.com/investor

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 appointed as Statutory Auditors of the Company for a term of 5 (Five) years from the conclusion of 24^th (Twenty Fourth) AGM till the conclusion of 29^th(Twenty Nineth) AGM of the Company. The period under review was the fifth year of the audit by M/s. Deloitte Haskins & Sells LLP in the Company.

Therefore, the Board of Directors at its meeting held on 21^st April 2025 has recommended the re-appointment of M/s. Deloitte Haskins & Sells LLP as the Statutory Auditors of the Company for the Second Term of 5 (Five) years from the conclusion of this 29^th Annual General Meeting till the conclusion of the 34^thAnnual General Meeting to be held in the year 2030. The requisite resolution for seeking approval of the members of the Company for the re-appointment, is forming part of the Notice of the 29^thAnnual General Meeting of the Company.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants have confirmed that they meet the eligibility criteria and are free from any disqualifications as specified under Section 141 of the Companies Act, 2013 and have affirmed their independent status.

The Auditor''s report is self-explanatory and therefore does not call for any further comments under Section 134(3)(f) of the Act. The Report does not contain any qualification, reservation, adverse remark, or disclaimer.

The Auditors have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the year under review.

SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Companies Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. BNP & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting the secretarial audit of your Company for the financial year ended 31^st March 2025. The Secretarial Audit Report in Form MR-3 for the Financial Year under review, as received from M/s. BNP & Associates, Company Secretaries, is attached as âAnnexure 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 will be submitted to the Stock Exchanges and uploaded on the website of the Company at https:// stocksandsecurities.adityabirlacapital.com/investor.

Further, in line with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f.

13^th December 2024, the Board of directors at its meeting held on 21^st April 2025 have approved and recommended the appointment of M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for the term of 5 (Five) consecutive years commencing from FY 2025-26 to FY 2029-30.

The Company has received a written consent, eligibility letter and other necessary declarations and confirmations from M/s. Dilip Bharadiya & Associates, stating that they satisfy the criteria provided under Section 204 of the Companies Act, 2013 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. The requisite resolution for seeking approval of the members of the Company for the said appointment is forming part of the Notice of the 29^th Annual General Meeting of the Company.

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 is supporting mental health initiatives through projects titled "Project Samvedna" and "Project Telemanas IN."

During the financial year under review, taking into account the ongoing projects initiated in previous years, the Company allocated a CSR budget aggregating to '' 1.04 Crore. The entire

amount was spent towards CSR activities for the financial year ended 31^st March 2025.

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

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

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

During the Financial Year under review, there was one complaint reported under the Vigil Mechanism (Whistle Blower Policy), and the same is under investigation as on 31^st March 2025.

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.

During the Financial Year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

The Company 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, provides 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.

We are resolute in our aim to develop organisational capabilities that ensure the sustained success of the Company 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 programmes. 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, and 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 programmes, 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, and webinars, facilitating flexible, self-paced learning. These platforms offer a wealth of resources across various disciplines, including sustainability, regulatory compliance, and functional training.

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.

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. 31^st March 2025 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.

Mar 31, 2024

The Board of Directors of Aditya Birla Money Limited ("your Company" or "the Company" or "ABML") is pleased to present the 28^th (Twenty Eighth) Annual Report and the Audited Financial Statements of your Company for the financial year ended 31^st March 2024 ("financial year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

Your Company''s financial performance for the financial year ended 31^st March 2024 as compared to the previous financial year ended 31^st March 2023 is summarised below:

(Rs. in Crore)
Particulars	FY24	FY23
Revenue from Operations	390.19	262.96
Other Income	4.82	15.83
Total Income	395.01	278.79
Expenses	326.08	232.11
Profit Before Tax	68.93	46.68
Tax Expenses	15.96	12.78
Profit for the year	52.97	33.90
Other Comprehensive Income	0.38	0.57
Total Comprehensive Income for the year	53.34	34.47
Earnings per Equity Share (in ?): (Face Value of ?1/- each)
Basic	9.37	6.01
Diluted	9.37	6.01

RESULTS OF OPERATIONS AND STATE OF THE COMPANY''S AFFAIRS

For the financial year ended 31^st March 2024, the Company recorded Revenue from Operations of ''390.19 Crore as compared to ''262.96 Crore during the previous year, an increase of 48.38%.

KEY HIGHLIGHTS OF THE COMPANY PERFORMANCE FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

The Profit after Tax stood at ''52.97 Crore for the year ended 31^st March 2024 as compared to ''33.90 Crore in previous financial year, an increase of 56.25%.

ACCOUNTING METHOD

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

In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI Listing Regulations, the Audited Financial Statements of the Company for the financial year ended 31^st March 2024, together with the Auditors'' Report forms part of this Annual Report.

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

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.

TRANSFER TO RESERVES

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

DIVIDEND

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

SHARE CAPITAL

As on 31^st March 2024, 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 31^st March 2024.

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

â¢ The Company has allotted 56,319 Equity Shares pursuant to exercise of ABML Employee Stock Option Scheme 2014. Pursuant to the allotment of Equity Shares under the said scheme, the Paid-up Share Capital of the Company increased from ''5,64,52,882/- as on 31^st March 2023 to ''5,65,09,201/-as on 31^st March 2024.

DEPOSITORY

As on 31^st March 2024, out of the Company''s Paid-up Equity Share Capital comprising of 5,65,09,201 Equity Shares 5,56,14,170 Equity Shares (98.42%) were held in dematerialised mode.

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

RESOURCE MOBILISATION

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

CREDIT RATING

During the financial year under review, the Credit Rating Agencies have assigned the following ratings for the Commercial Paper Programme of the Company for an amount of ''1,750 Crore.

Sr. No.	Nature of the Instrument	Name of the Instrument	Name of Credit Rating Agency	Amount Rated (In Cr)	Current Rating
1	Short Term	Commercial	CRISIL	1750	A1
	Instrument	Paper
2	Short Term	Commercial	IND Ra	1750	A1
	Instrument	Paper

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

PUBLIC DEPOSITS

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

PARTICULARS OF EMPLOYEES

Registered Office of the Company in this regard or send an email to ahml.investorgriRvancR@adityabirlacapital.com.

EMPLOYEE STOCK OPTIONS

In view of the above, the Company had formulated the ABML Employee Stock Option Scheme 2014 (ABML ESOP Scheme 2014) with the approval of the shareholders at the Annual General Meeting held on 09^th September 2014.

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

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

Certificates from the Secretarial Auditor on the implementation of your Company''s Employee Stock Option Scheme(s) will be made available via electronic mode at the ensuing 28^th (Twenty Eighth) Annual General Meeting (âAGM") of the Company for inspection by the Members.

ADITYA BIRLA CAPITAL LIMITED EMPLOYEE STOCK OPTION SCHEMES

â¢ The shareholders of the Company, via a special resolution passed through a postal ballot on 25^th September 2017, approved the extension of benefits under the Aditya Birla Capital Limited (Holding Company) Employee Stock Option Scheme 2017 to permanent employees in the Management Cadre, including Managing and Whole-time Directors of the Company. This approval also covered the payment of costs and charges by the Company related to the exercise of stock options or restricted stock units granted to these employees. Consequently, stock options were granted to the employees of the Company.

â¢ The shareholders of Aditya Birla Capital Limited, via a special resolution passed through a Postal Ballot on 16^th October

2022, approved the extension of benefits under the Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022 to employees of Group Companies. This includes Holding, Subsidiary and Associate companies of the Company, such as Aditya Birla Money Limited, which is a Subsidiary Company.

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

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 standards 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. BNP & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance is annexed to this Report as "Annexure C".

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts and arrangements with related parties have been entered into by the Company in its ordinary course of business and at arms'' length and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations.

The disclosure in Form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore not applicable.

Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions (RPTs) which are of a repetitive nature and entered into the ordinary course of business and at arm''s length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee. The particulars of such contracts and arrangements with related parties are given in notes to the Financial Statements, forming part of this Annual Report.

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.

â¢ Risk Identification

â¢ Risk Assessment

â¢ Risk Response and Risk Management Strategy; and

â¢ 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 organisational structure to manage the risk consists of âThree lines of defenseâ:

First is: Line Management (Functional Heads) to ensure that accountability and ownership is as close as possible to the activity that creates the risks;

Second is: Risk Oversight including the Risk and Compliance Function, Business Head and the Risk Governance Committee (RMC);

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

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

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

BUSINESS CONTINUITY

The Company have well-documented Business Continuity Management Programmes which have been designed to ensure continuity of critical processes during any disruption. A robust Disaster Recovery framework has been put in place to ensure uninterrupted operations and service to customers.

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 Defense Programme.

The Risk Management teams of the Company is continuously scanning the internal and external environment to identify Risks and, 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 a reasonable assurance are in place and are being continuously monitored and updated.

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

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

INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the 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.

The internal audit plan is developed based on the risk profile of the business activities of the Company. The audit plan covers process audits at the head office and across various branches of the Organisation. 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 reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems. The audits are carried out by an independent external firm and the in-house internal audit team of the Company.

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

The objective of the Internal Audit is to:

â¢ Review adequacy and effectiveness of operating controls;

â¢ Review the adequacy of the supervisory control mechanisms;

â¢ Recommend improvements in policies and procedures;

â¢ Report significant observations and recommendations for process improvements; and

â¢ Review and report progress on implementation of the control improvements.

BOARD OF DIRECTORS

As on 31^st March 2024, 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. No Director was

appointed/has resigned from the Board during the financial year under review.

However, Dr. Sethurathnam Ravi (DIN: 00009790) and Mr. Sharadkumar Bhatia (DIN: 07327383) has been appointed as Additional Directors in the category of Non-Executive Independent Directors by the board of directors of the Company at their meeting held on 22^nd April 2024 & 5^th June 2024, respectively. Their appointments are effective from 1^stJuly 2024 as Independent Directors of the Company for the term of (5) Five consecutive years, subject to the approval of the Members at the ensuing Annual General Meeting (AGM). The Resolutions for their appointments as Independent Directors are included in the Notice of AGM dated 5^th June 2024, along with the required disclosures under Regulation 36(3) of the SEBI Listing Regulations regarding appointment/re-appointment.

Retire by Rotation

Pursuant to Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Tushar Shah, Non-Executive Director (DIN: 00239762), retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The information as required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations in case of re-appointment of Mr. Tushar Shah is provided in the Notice of the ensuing AGM.

Declaration by Independent Directors

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.

KEY MANAGERIAL PERSONNEL

During the financial year under review, Ms. Divya Poojari, Company Secretary and Key Managerial Personnel (KMP) of the Company resigned from her position, effective from 15^thJanuary 2024, and ceased to be part of the KMP from that date. The Board accepted and noted Ms. Poojari''s resignation at their meeting held on 12^th January 2024.

Following Ms. Poojari''s resignation as Company Secretary, and upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors considered and approved the appointment of Ms. Manisha Lakhotia as the new Company Secretary and Compliance Officer, designating her as Key Managerial Personnel of the Company. This decision was made at the Board meeting held on 12^th January 2024, with the appointment effective from 15^th January 2024, in compliance with the provisions of Section 203 of the Companies Act, 2013, and rules made thereunder, as well as Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Ms. Lakhotia''s appointment was accompanied by her consent in Form DIR-2, disclosures pursuant to Section 184 of the Companies Act, 2013, and a declaration in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. These documents were presented before the Board.

The Company has ensured that all necessary disclosures have been made to the Stock Exchange as required under the SEBI Listing Regulations and has also filed necessary e-forms with the Registrar of Companies to give effect to this appointment.

Name of the KMP	Designation
Mr. Pradeep Sharma	Chief Financial Officer
Mr. Murali Krishnan L.R.	Manager
Ms. Manisha Lakhotia*	Company Secretary
(Note: *Ms. Manisha Lakhotia was appointed w.e.f. 15^th January 2024)

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

further facilitated to familiarise the incumbent Director about the Company/its businesses and the group practices.

The details of the familiarisation program have been posted on the website of the Company https://stocksandsecurities. adityabirlacapital.com/investor

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 31^st March 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^stMarch 2024 and of the profit of the Company for year ended on that date;

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

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination & Remuneration 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

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 2023-24, the Board met 5 (Five) times on 21^st April 2023, 13^th July 2023, 13^th October 2023, 30^th November 2023, and 12^thJanuary 2024.

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 and SEBI Listing Regulations.

The Audit Committee comprises of:

Mr. P. Sudhir Rao Chairman, Independent Director

Mr. G. Vijayaraghavan Independent Director

Mr. Shriram Jagetiya Non-Executive Director

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

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

Other Committees

The Board of Directors has also constituted the following Committees:

â¢ Stakeholders'' Relationship Committee

â¢ Nominations & Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Governance Committee

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 for the financial year ended 31^st March 2024 is available on the website of the Company and can be accessed at the link: https:// stocksandsecurities.adityabirlacapital.com/investor

STATUTORY AUDITORS

The Auditor''s Report is self-explanatory and therefore does not call for any further comments under Section 134(3)(f) of the Act. The Report does not contain any qualification, reservation, adverse remark, or disclaimer.

The Auditors have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the year under review.

SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. BNP & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. BNP & Associates, Company Secretaries, is attached as âAnnexure 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 at https://stocksandsecurities. adityabirlacapital.com/investor.

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., the 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. G. Vijayaraghavan Chairman, Independent Director

Mr. Gopi Krishna Tulsian Non-Executive Director

Mrs. Pinky A Mehta Non-Executive Director

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

However, during the financial year under review, considering the on-going projects and other individual non-ongoing projects undertaken by the Company during the preceding years, the company has created CSR budget aggregating to ''0.745 Crore and the Company has spent the same for financial year ended 31^st March 2024.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

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

CODE FOR PROHIBITION OF INSIDER TRADING

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

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

During the financial year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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. 31^st March 2024 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, except as disclosed in financial statements of the Company.

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

Mar 31, 2019

Dear Members,

The Board of Directors of Aditya Birla Money Limited are pleased to present the 23^rd Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2019:

FINANCIAL HIGHLIGHTS

(Rs. in Crore)

Particulars	Financial Year 2018-19	Financial Year 2017-18
Revenue from Operations	168.05	162.15
Other Income	3.61	2.65
Total Income	171.66	164.80
Profit Before Tax	14.00	10.10
Tax Expenses	4.01	2.80
Profit for the year	9.99	7.30
Other Comprehensive Income	0.25	(0.34)
Total Comprehensive Income for the year	10.24	6.96
Earnings per Equity Share (Face Value of Re.1/- each)
Basic	1.78	1.31
Diluted	1.77	1.30

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 and the Companies (Indian Accounting Standards) Rules, 2015.

RESERVES

The Company does not propose to carry any amount to the reserves.

DIVIDEND

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

STATE OF THE COMPANY''S AFFAIRS

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis Report which forms part of the Annual Report.

HOLDING AND SUBSIDIARY COMPANY

Aditya Birla Capital Limited is the Holding Company of the Company. During the year under review, Aditya Birla Commodities Broking Limited, a wholly owned subsidiary of the Company, got amalgamated with the Company with effect from December 14, 2018 pursuant to the National Company Law Tribunal Order dated November 14, 2018 approving the Scheme of Amalgamation and accordingly ceases to be a subsidiary of the Company.

CREDIT RATING

CRISIL Limited and India Ratings & Research Pvt. Ltd. have assigned ratings of ''CRISIL A1 '' and ''IND A1 '' for the Commercial Paper Programme of the Company for an amount of Rs.500 Crore.

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 armâs length. The particulars of such contracts and arrangements with related parties are given in notes to the Financial Statements, forming part of this Annual Report.

The details of the material related party transactions entered into during the year under review are provided in Form AOC-2, which is attached as âAnnexure A" to this Report.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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/about-us/investor.

SHARE CAPITAL

During the year under review, the Company had issued and allotted 1,79,219 Equity Shares on exercise of the Options granted under the Employees Stock Option Scheme 2014 of the Company. Consequently, as at March 31, 2019, the paid-up Equity Share Capital of the Company stood at Rs.5.63 Crore, consisting of 5,63,01,357 Equity Shares of Re.1/-each. The Company has 10,00,000 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of Rs.100/-each outstanding as on March 31, 2019. The Company had, during the year, with the consent of the preference shareholder, extended the period of redemption and increased the redemption price of the Preference Shares.

EMPLOYEE STOCK OPTIONS

Disclosure pursuant to Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 & SEBI (Share Based Employee Benefits) Regulations, 2014:

The Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure	Particulars
Options granted on December 02, 2014	25,09,341
Options outstanding as on April 01, 2018	6,99,531
Options vested during the year	1,77,198
Options exercised during financial year 2018-19	1,79,219
Total number of shares arising as a result of exercise of options	1,79,219
Options lapsed	Nil
Exercise Price	Rs.34.25 per option
Variation of terms of options	None
Money realised by exercise of options	Rs.61,38,252/-
Total number of Options in force as on March 31, 2019	5,20,312
Employee-wise details of options granted to: (i) Key Managerial Personnel	No. of options granted	No. of options outstanding
Mr. Murali Krishnan L.R. - Manager	27,473	10,756
Mr. Vikashh K Agarwal - Company Secretary (Resigned with effect from July 31, 2017)	32,967	Nil
(ii) Any other employee who received a grant of options in the year under review amounting to 5% or more of total options granted during the year	Nil
(iii) Identified employees who were granted options, during the year, equal to or exceeding 1% of the issued capital, excluding outstanding warrants and conversions, of the Company at the time of grant.	Nil

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:// stocks and securities.adityabirlacapital.com/about-us/investor

A certificate received from the Auditors on the implementation of the Company''s Employees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspection by the Members.

Aditya Birla Capital Limited Employee Stock Option Scheme 2017

The shareholders of the Company vide a Special Resolution dated September 25, 2017 had approved the extension of benefits of the Aditya Birla Capital Limited Employee Stock Option Scheme 2017 to the employees of the Company and accordingly, stock options were granted to the employees of the Company. Total cost incurred by Aditya Birla Capital Limited till date is being recovered from the Company over the period of vesting. Accordingly, a sum of Rs.19,285,906/-has been recovered from the Company during the year which has been charged to the Statement of Profit and Loss.

DIRECTORS

Mr. G. Vijayaraghavan and Mr. P. Sudhir Rao hold office as Independent Directors till the conclusion of the ensuing AGM. Mr. G. Vijayaraghavan and Mr. P. Sudhir Rao have offered themselves for re-appointment for a second term of five years from the conclusion of the ensuing AGM till the conclusion of the 28^th AGM to be held in the year 2024.

In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Tushar Shah retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Rajesh Gandhi resigned as the Company Secretary of the Company with effect from October 17, 2018 and Ms. Sangeeta Shetty has been appointed as the Company Secretary of the Company with effect from October 18, 2018.

The Board of Directors at their Meeting held on April 25, 2019 had subject to the approval of the Members, re-appointed Mr. Murali Krishnan L. R. as Manager for a period of five years with effect from May 06, 2019. The necessary resolution in this regard is being placed for approval of the Members at the ensuing AGM.

BOARD MEETINGS

The Board of Directors of the Company met 4 (four) times during the Financial Year 2018-19 on April 26, 2018, July 19, 2018, October 17, 2018 and January 17, 2019.

PERFORMANCE EVALUATION

The Company has in place a mechanism for evaluation of the performance of the Board, Committees, Individual Directors and the Chairman of the Board. The evaluation process inter-alia reviews participation of Directors at meetings, domain knowledge, business awareness and adherence to governance.

A formal annual evaluation had been made by the Independent Directors and the Board of the performance of the Committees, Individual Directors, Chairman and the Board for the year under review. The evaluation has been satisfactory and adequate and meets the corporate governance requirement of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of:

Mr. P. Sudhir Rao Chairman, Independent Director

Mr. G. Vijayaraghavan Independent Director

Mr. Shriram Jagetiya Non-Executive Director

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company''s business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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/about-us/investor.

RISK MANAGEMENT

The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of business risks faced by the Company. The Risk Governance Committee monitors the risk management process.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

Mr. G. Vijayaraghavan Chairman, Independent Director

Mr. Gopi Krishna Tulsian Non-Executive Director

Ms. Pinky A Mehta Non-Executive Director

The CSR Policy of the Company is available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/ about-us/investor and details thereof are provided as âAnnexure B" to this Report.

AUDITORS

The Report of the Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 301003E / E300005), does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the year under review.

SECRETARIAL AUDITORS

M/s. BNP & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors, to conduct the Secretarial Audit for the financial year ended March 31, 2019. The Secretarial Audit Report in Form MR-3 and the Secretarial Compliance Report for the financial year 2018-19 forms part of this Report as âAnnexure C". The Reports do not contain any qualification, observation, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS

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

ANNUAL RETURN

A copy of the Annual Return has been placed on the website of the Company and can be accessed at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review is presented as a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Compliance Certificate from Ms. B. Chandra, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance is annexed to this Report as âAnnexure D".

REMUNERATION POLICY

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

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 âAnnexure F" to the Board''s Report. Details as required under Rule 5(2) and 5(3) of the said Rules are available for inspection at the Registered Office of the Company during working hours for a period of twenty one days before the date of the AGM in accordance with Section 136(1) of the Companies Act, 2013. Any member interested in obtaining a copy thereof may write to the Company Secretary at the Registered Office of the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review.

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.

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

c) Foreign exchange earnings and outgo - The Company did not enter into any foreign currency transactions in the current year and previous year.

OTHER DISCLOSURES

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

There are 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. March 31, 2019 and the date of this Board''s Report.

The Company does not have and during the financial year ended March 31, 2019, has not accepted any deposit covered under Chapter V of the Companies Act, 2013.

As on March 31, 2019, the Company has not given loans, made investments or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

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.

The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended March 31, 2019, 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 judgments 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 March 31, 2019 and of the profit of the Company for year ended on that date;

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.

ACKNOWLEDGMENT

Your Directors take this opportunity to express their appreciation for the support and co-operation extended by the Members and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory and Statutory bodies.

Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company''s growth.

For and on behalf of the Board of Directors

Aditya Birla Money Limited

Gopi Krishna Tulsian

Place : Mumbai Chairman

Date : April 25, 2019 DIN : 00017786

Mar 31, 2018

Dear Shareholders,

The Board of Directors of Aditya Birla Money Limited (âyour Companyâ or âthe Companyâ or âABMLâ) are pleased to present the Twenty Second Annual Report and the audited financial statements (standalone and consolidated) of your Company for the financial year ended March 31, 2018.

1. COMPANY OVERVIEW AND STATE OF AFFAIRS OF THE COMPANY

Your Company is a listed company. Its shares are listed on the BSE and NSE since 2008. The Company is currently engaged in the business of securities broking and is registered as a stock broker with SEBI. It is a member of BSE and NSE and offers equity and derivatives trading through NSE and BSE. It holds license from SEBI and offers portfolio management services. The Company is also registered as a depository participant with National Securities Depository Limited (âNSDLâ) and the Central Depository Services (India) Limited (âCDSLâ). It also holds SEBI license as a research analyst, an Investment Adviser and ARN code issued by AMFI. The Company also offers commodity broking through its wholly owned subsidiary Aditya Birla Commodities Broking Limited which is a member of MCX and NCDEX.

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis Report and other Sections of Boardâs Report which forms part of the Annual Report.

2. FINANCIAL RESULTS

Companyâs financial performance (Standalone and Consolidated) for the year ended March 31, 2018 is summarized below:

(Rs. in Crore)

Particulars	Standalone		Consolidated
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Income from Operations	156.94	123.36	162.15	131.17
Other Income	2.33	1.53	2.49	1.95
Total Income	159.27	124.90	164.64	133.12
Profit / (Loss) before tax	12.26	6.96	12.77	8.08
Current Tax	2.70	0.81	2.70	0.81
MAT Credit Written Back	-	-	-	-
Profit / (Loss) after tax	9.57	6.15	10.07	7.28
Transfer to General Reserve	-	-	-	-
Profit / (Loss) brought forward from previous year	(19.52)	(25.67)	(20.63)	(27.91)
Balance carried to Balance Sheet	(9.95)	(19.52)	(10.57)	(20.63)
Earnings per share (in Rs.)	1.70	1.11	1.79	1.31

The Consolidated Financial Statements of the Company and its Subsidiary, prepared in accordance with the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe SEBI Listing Regulationsâ) and Indian Accounting Standards 110 - Consolidated Financial Statements along with all relevant documents and the Auditorsâ Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Company.

The Financial Statements as stated above are also available on the website of the Company and can be accessed on the Companyâs Website at: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

2.1 Presentation of Financial Statements

The financial statements of the Company for the year ended March 31, 2018 have been prepared/attached as per Schedule III to the Companies Act, 2013.

2.2 Key Highlights of the Company:

The Company on a Standalone basis has achieved total income of Rs.159.27 Crore as compared to Rs.124.90 Crore during the previous year. The Income from Operations during the year was at Rs.156.94 Crore as compared to Rs.123.21 Crore during the previous year. The Company on a standalone basis has posted a Net Profit of Rs.9.57 Crore during the year ended March 31, 2018.

On a Consolidated basis, the Companyâs Income from Operations stood at Rs.162.15 Crore as compared to Rs.131.17 Crore in the previous year. The Company has posted a Consolidated Net Profit of Rs.10.07 Crore during the year ended March 31, 2018 as compared to Rs.7.27 Crore in the previous financial year.

3. RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

4. DIVIDEND

In order to conserve cash for Companyâs operations, your Directors do not recommend any dividend for the year under review.

5. SHARE CAPITAL

During the year under review, the Company had issued and allotted 722,138 equity shares on exercise of the Options granted under the Employees Stock Option Scheme 2014 of the Company. Consequently, as at March 31, 2018, the paid-up share capital of the Company stood at Rs.156,122,138/- (consisting of 56,122,138 equity shares of Re.1/- each and 1,000,000 8% Redeemable Non-Convertible Non-Cumulative Preference shares of Rs.100/ - each).

6. CREDIT RATING

During the year, CRISIL has re-affirmed A1 rating for the short term debt programme of the Company.

7. DEPOSITS

Your Company has not accepted or renewed any deposits during the financial year ended March 31, 2018 from the public in accordance with the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

8. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of the loans, guarantees and investments covered under provisions of the Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in the notes to the financial statements, which forms part of this Annual Report.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

10. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

There were no foreign exchange earnings and outgo during the year as well as during the previous year.

11. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid Rules, are to be provided in the Boardâs Report, as an annexure thereto. In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Registered Office of your Company. The aforesaid addendum is also available for inspection by the Members at the Registered Office of the Company 21 days before the AGM and upto the date of the ensuing AGM, during business hours on working days.

As on March 31, 2018, your Companyâs Employee strength stood at 670 Employees.

12. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are 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. March 31, 2018 and the date of this Boardâs report.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. During the year under review, no material or serious observation has been received from the Auditors of the Company, citing inefficiency or inadequacy of such controls.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

14. CHANGE IN NATURE OF BUSINESS

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

15. EMPLOYEE STOCK OPTION

DISCLOSURE PURSUANT TO SECTION 62(1)(B) OF THE COMPANIES ACT, 2013 READ WITH RULE 12 OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 & SECURITIES EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014

The Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure	Particulars
Options granted on December 02, 2014	2,509,341
Options outstanding as on April 01, 2017	1,445,845
Options vested during the year	25% of the options granted
Options exercised as on March 31, 2018	722,138
Total number of shares arising as a result of exercise of options	722,138
Options lapsed	24,176 (due to resignation of employees)
Exercise Price	Rs.34.25 per option
Variation of terms of options	Nil
Money realised by exercise of options	Rs.24,733,226.50
Options outstanding as on March 31, 2018	699,531
Employee-wise details of options granted (i) Key Managerial Personnel	No. of options granted	No. of options outstanding
Mr. Murali Krishnan L.R. - Manager	27,473	20,756
Mr. Vikashh K Agarwal - Company Secretary (Resigned from Company with effect from 31.07.2017)	32,967	16,484
(ii) Any other employee who received a grant of option amounting to 5% or more of options during that year	Nil
(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	Nil

The Company has complied with and shall comply with the applicable provisions under the Companies Act, 2013, the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Accounting Standards. The Disclosures prescribed in Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been posted on the Companyâs website at the link: https://stocksandsecurities.adityabirlacapital com/about-us/investor.

A certificate received from the Statutory Auditors on the implementation of the Companyâs Employees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspection by the Members.

Aditya Birla Capital Limited Employee Stock Option Scheme 2017 (âScheme 2017â)

The shareholders of your Company vide a Special Resolution dated September 25, 2017 passed through postal ballot / e-voting facility had approved the extension of benefits of the Aditya Birla Capital Limited Employee Stock

Option Scheme 2017 (âScheme 2017â) to the permanent employees in the management cadre of your Company. Pursuant to the provisions of Section 67 of the Companies Act, 2013 applicable ESOP charge has been debited by Aditya Birla Capital Limited to the Company. Accordingly, during the year under review Rs.14,862,522/- has been debited to the Employee cost towards Aditya Birla Capital Limited Employee Stock Options granted to Employees of your Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Managementâs Discussion and Analysis Report for the year under review is presented as a separate section forming part of this Annual Report.

17. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere 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 Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is given in âAnnexure Bâ and the same forms part of the Directorsâ Report.

18. HOLDING AND SUBSIDIARIES/IOINT VENTURES/ASSOCIATE COMPANIES Holding Company:

The Company is the subsidiary company of Aditya Birla Capital Limited (formerly known as Aditya Birla Financial Services Limited) which was a subsidiary company of Aditya Birla Nuvo Limited (âABNLâ). ABNL was amalgamated with Grasim Industries Limited pursuant to a Composite Scheme of Arrangement between ABNL, Grasim Industries Limited and Aditya Birla Capital Limited. As a result, the Companyâs ultimate holding company has been changed from ABNL to Grasim Industries Limited w.e.f. July 01, 2017.

Subsidiary Company:

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited (âABCBLâ), which is engaged in the business of commodity broking.

Your Company does not have any Joint Ventures or Associate Companies as on March 31, 2018.

During the year, ABCBL has posted total Income of Rs.5.39 Crore as compared to Rs.8.22 Crore during previous year. The subsidiary has posted a Net Profit of Rs.0.51 Crore as compared to a Net Profit of Rs.1.13 Crore in the previous year.

The Policy for determining material subsidiaries may be accessed on the Companyâs website at https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

A report on the performance and financial position of each of its subsidiaries, associates as per the Section 129(3) of the Companies Act, 2013 and the Rules made thereunder is provided in the prescribed form AOC-1 as per âAnnexure Câ.

The audited financial statement of the Companyâs subsidiary and related information has been placed on the website of the Company at https://stocksandsecurities.adityabirlacapital.com/about-us/investor

19. MERGER OF ABCBL WITH THE COMPANY:

The Board of Directors of your Company had at its Meeting held on January 24, 2018, approved the merger of ABCBL, wholly owned subsidiary company with your Company. The said merger shall be subject to receipt of necessary approvals of Stock / Commodity Exchanges (of which the Company and ABCBL are members), National Company Law Tribunal (âNCLTâ), shareholders and creditors (if so directed by NCLT) and other governmental authorities as may be required.

Upon the coming into effect of the Scheme of Amalgamation (âthe Schemeâ), and with effect from the Appointed Date (i.e. April 01, 2018), and subject to the provisions of the Scheme, in relation to the mode of transfer and vesting, whole of the assets, properties, liabilities, clients, employees and undertakings of ABCBL shall, without any further act, instrument, deed, matter or thing, be and stand transferred to and vested in and/or be deemed to be transferred to and vested in the Company as a going concern so as to become on and from the Appointed Date, the estate, assets, rights, title, interests and authorities of the Company.

Upon the Scheme becoming effective, all the equity shares issued by ABCBL and held by the Company and/or its nominees shall stand cancelled and extinguished and in lieu thereof, no allotment of any shares in ABCBL shall be made to any person whatsoever.

The Scheme details are available on the website of BSE Limited, National Stock Exchange of India Limited and of the Company on https://stocksandsecurities.adityabirlacapital.com.

20. RISK MANAGEMENT:

Your Company has constituted a Risk Governance Committee which is mandated to review the risk management plan / process of your Company and has adequate risk management procedures, which are based upon business environment, operational controls and compliance procedures. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood. The risk assessment is not limited to threat analysis, but also identifies potential opportunities. The Risk Governance Committee oversees the risk management process.

21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on armsâ length basis. The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31, 2018, are given in notes to the Financial Statements, forming part of this Annual Report.

All related party transactions have been approved by the Audit Committee of the Board of Directors of your Company and are reviewed by them on periodic basis. Omnibus approvals are taken for transactions which are repetitive in nature.

The details of the material related party transactions during the year under review are provided in Form AOC-2, which is attached as âAnnexure Dâ to this report.

In accordance with the provisions of the SEBI Listing Regulations, the Company has formulated a Related Party Transactions Policy (the Policy). The Policy, as approved by the Board, is available on your Companyâs website: https://stocksandsecurities.adityabirlacapital.com

22. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companyâs operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalised. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Companyâs operations.

During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

23. INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizationâs risk management, control and governance processes.

The framework is commensurate with the nature of the business and the size of its operations. Internal auditing at the Company involves the utilization of a systematic methodology for analyzing business processes or organizational problems and recommending solutions to add value and improve the organizationâs operations.

The internal audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

24. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, your Directors make the following statement and confirm that:-

i) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments 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 March 31, 2018 and of the profit of the Company for 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 this 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 âgoing concern basisâ;

v) the Directors had laid down Internal Financial Controls and that such Internal Financial Controls are adequate and are 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.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

25.1 Directors

As on March 31, 2018, your Board comprised of 6 (Six) Directors which included 4 (Four) Non-Executive Directors (including one woman director) and 2 (Two) Independent Directors. Your Directors on the Board possess experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation except Independent Directors whose term of 5 consecutive years was approved by the Shareholders of the Company in the Annual General Meeting of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Gopi Krishna Tulsian, retires from office by rotation and being eligible, has offered himself for re-appointment. The Directors recommend the said re-appointment. Item seeking your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.

25.2 Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the âcriteria of Independenceâ as prescribed under Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under Section 149(7) of the Companies Act, 2013 and the SEBI Listing Regulations.

25.3 Key Managerial Personnel

During the year under review, Mr. Vikashh K Agarwal resigned as the Company Secretary of the Company with effect from July 31, 2017 and the Board has appointed Mr. Rajesh Gandhi as the Company Secretary of the Company with effect from August 01, 2017.

25.4 Annual Performance Evaluation

The Board of Directors of the Company has put in place a mechanism for evaluation of its own performance, its Committees, individual Directors and the Chairman of the Board. The evaluation process inter-alia it considers attendance of Directors at Board and Committee meetings, participation at meetings, domain knowledge, awareness and observance of governance, etc. The Board carried out annual performance evaluation of the Board, Board Committees and individual Directors and Chairman of the Board. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

25.5 Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all its Directors including the Independent Directors. The familiarisation programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of SEBI Listing Regulations, is uploaded on the website of the Company.

26. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Companyâs performance and strategies. During the year under review, the Board of Directors met 5 (Five) times.

The Meetings of the Board were held on April 28, 2017, July 26, 2017, August 08, 2017, October 17, 2017 and January 24, 2018.

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

27. COMMITTEES OF THE BOARD

27.1 Audit Committee

The Audit Committee comprises of the following Members:

Name	Position	Status
Mr. P. Sudhir Rao	Chairman	Independent Director
Mr. G. Vijayaraghavan	Member	Independent Director
Mr. Shriram Jagetiya	Member	Non-Executive Director

The role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations. During the year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of your 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 your Company. The Committee has also reviewed the procedures laid down by your Company for assessing and managing the risks.

Further details on the Audit Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

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

27.2 Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Members:â

Name	Position	Status
Mr. P. Sudhir Rao	Chairman	Independent Director
Mr. G. Vijayaraghavan	Member	Independent Director
Mr. Shriram Jagetiya	Member	Non-Executive Director

The role, terms of reference and powers of the Nomination and Remuneration Committee are in conformity with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations. The Nomination and Remuneration Committee have formulated a policy on remuneration under the provisions of sub-Section (3) of Section 178 of the Companies Act, 2013 and the same is placed as âAnnexure Eâ to the Boardâs Report.

Further details on the Nomination and Remuneration Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

27.3 Corporate Social Responsibility Committee

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

Name	Position	Status
Mr. G. Vijayaraghavan	Chairman	Independent Director
Mr. Gopi Krishna Tulsian	Member	Non-Executive Director
Mrs. Pinky A Mehta	Member	Non-Executive Director

The Company also has in place a CSR Policy and the same is available on the website of the Company at https://stocksandsecurities.adityabirlacapital.com. A detailed Report is attached as âAnnexure Fâ forming part of this report.

Further details on the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

27.4 Other Committees

The Board of your Company has constituted the following Committees, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report:

0 Stakeholders Relationship Committee

0 Finance Committee

0 Risk Governance Committee

0 Preference Share Allotment Committee

0 Business Integration Committee

28. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the extract of Annual Return for the Financial Year ended March 31, 2018 in Form MGT-9 made under the provisions of 92(3) of the Act form part of the Boardâs Report as âAnnexure Gâ.

29. AUDITORS

29.1 Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. S.R. Batliboi & Co. LLP, (Registration No.301003E / E300005) Chartered Accountants, Mumbai were appointed in the 19th Annual General Meeting as the Statutory Auditors of the Company for a period of five years to hold office up to the conclusion of the 24th Annual General Meeting. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by the Members at every AGM. The Board has recommended the ratification of appointment of M/s. S.R. Batliboi & Co. LLP as Statutory Auditors of the Company. Accordingly, requisite agenda item forms part of the notice convening AGM for ratification of appointment of Auditor. The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

The Auditorâs Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the financial year ended March 31, 2018.

29.2 Secretarial Auditors

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s. BNP & Associates, Practising Company Secretaries to conduct the Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Audit Report in Form MR-3 for the FY 2017-18 as received from M/s. BNP & Associates, Practising Company Secretaries forms part of the Boardâs Report as âAnnexure Hâ.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

29.3 Cost Auditors

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

30. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

In compliance with the provisions of 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 formulated a vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report which forms part of the Annual Report. Whistleblower Policy has been hosted on Companyâs website https://stocksandsecurities.adityabirlacapital.com

31. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place an appropriate Policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. HUMAN RESOURCES

Your Company believes that human resources will play a critical role in its future growth. With an unswerving focus on nurturing and retaining talent, your Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences and providing communication channels for information sharing, to name a few of the initiatives.

33. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

34. OTHER DISCLOSURES

Your Directors state that during the financial year 2017-18:

1. The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. The Company did not issue any Sweat Equity shares.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

35. CAUTIONARY STATEMENT

Statements in the Boardâs Report and the Management Discussion and Analysis describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Companyâs operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in your Companyâs principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business and other factors such as litigation and labour negotiations. Your Company is not obliged to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent development, information or events or otherwise.

36. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments and all Regulatory bodies.

For and on behalf of the Board of Directors

Aditya Birla Money Limited

Gopi Krishna Tulsian Tushar Shah

Place : Mumbai Director Director

Date : April 26, 2018 DIN : 00017786 DIN : 07504267

Mar 31, 2017

DIRECTOR''S REPORT TO THE MEMBERS

Dear Shareholders,

We are pleased to present the 21^st Annual Report, together with the Audited Standalone and Consolidated Accounts of your Company for the financial year ended March 31, 2017.

1. FINANCIAL PERFORMANCE SUMMARY

The highlights of the financial results of the Company on a standalone and consolidated basis are as follows:

(Rs. in Crores)

Particulars	Standalone		Consolidated
Particulars	Year ended March 31, 2017	Year ended March 31, 2016	Year ended March 31, 2017	Year ended March 31, 2016
Income from Operations	117.69	111.56	124.59	119.65
Other Income	7.21	6.83	8.52	8.00
Total Income	124.90	118.38	133.11	127.65
Profit before Interest, Depreciation and Taxation	15.46	12.02	16.68	14.32
Less : Interest	5.44	6.35	5.44	6.35
Profit before Depreciation and Taxation	10.02	5.66	11.24	7.97
Less : Depreciation	3.06	3.78	3.16	3.96
Profit / (Loss) Before Taxation	6.96	1.88	8.08	4.01
Current Tax	0.81	0.68	0.81	1.05
MAT Credit Written back	-	-	-	(0.36)
Profit / (Loss) After Tax	6.15	1.20	7.27	3.33
Profit / (Loss) brought forward from previous year	(25.67)	(26.86)	(27.91)	(31.24)
Balance carried to Balance Sheet	(19.52)	(25.67)	(20.63)	(27.91)

2. BUSINESS PERFORMANCE

The Company on a Standalone basis has achieved total income of Rs.125 crores as compared to Rs.118.38 crores during the previous year. The Income from Operations during the year was at Rs.117.69 crores as compared to Rs.111.56 crores during the previous year. The Company on a standalone basis has posted a Net Profit of Rs.6.15 crores during the year ended March 31, 2017.

On a Consolidated basis, the Company''s Income from Operations was stable at Rs.133.11 crores as compared to Rs.127.65 crores in the previous year. The Company has posted a Consolidated Net Profit of Rs.7.27 crores during the year ended March 31, 2017 as compared to Rs.3.23 crores in the previous financial year.

3. RESERVES

The Reserves & Surplus of the Company as on March 31, 2017 stood at Rs.27.77 crores. No amount is proposed to be transferred to Reserves during the year.

4. DIVIDEND

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

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.25 crores. The Issued, Subscribed and Paid- up Capital of the Company was Rs.15.54 crores as on March 31, 2016 consisting of 55,400,000 Equity shares of Re.1/- each and 1,000,000 8% Redeemable Non-Convertible Non-Cumulative Preference shares of Rs.100/- each.

6. CREDIT RATING

During the year, CRISIL has re-affirmed A1 rating for the short term debt programme of the company.

7. PUBLIC DEPOSITS

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI). During the year under review, the Company was in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the Corporate Governance compliances.

The Report on Corporate Governance as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Practicing Company Secretary''s Certificate confirming compliance with Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure I and the same forms part of the Directors'' Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations of the company is provided as a separate section and forms part of the Annual Report.

10. SUBSIDIARY

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in the business of commodity broking.

During the year, ABCBL has posted total Income of Rs.8.22 crores as compared to Rs.9.44 crores during previous year. The subsidiary has posted a Net Profit of Rs.1.13 crores as compared to a Net Profit of Rs.2.13 crores in the previous year.

The Policy for determining material subsidiaries may be accessed on the Company''s website at http://www. adityabirlamoney.com/about-us/investor.

The audited financial statements of the Company''s subsidiaries and related information have been placed on the website of the Company viz. www.adityabirlamoney.com. Any Member, who is interested in obtaining a copy of audited financial statements of the Company''s subsidiaries may write to the Company Secretary at the Registered Office of the Company.

The Consolidated Financial Statements prepared pursuant to Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India forms part of the Annual Report. The statement containing the salient features of the financial statements of the Company''s subsidiary is set out in Annexure II to this report.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

12. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has put in place adequate internal control systems commensurate with the size of its operations. The internal control systems, comprising of policies and procedures, are designed to ensure orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has the required internal financial controls in place as prescribed under the Companies Act, 2013.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the financial statements.

14. RISK MANAGEMENT POLICY

The Company has a robust Risk Management Policy in place which includes identifying the elements of risk in the opinion of the Board that may threaten the existence of the Company. The Company has a Risk Governance Committee to evaluate the significant risk exposure of the Company & assessing Management''s action to mitigate the exposure in timely manner and approving the implementation of the Enterprise Risk Management Framework for the Company. During the year, the Risk Governance Committee met on March 09, 2017 and had discussions on various risk areas and mitigations initiated by the Company.

15. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mr. G. Vijayaraghavan, Directors of the Company. The other members of the Committee are Mr. Gopi Krishna Tulsian and Ms. Pinky A Mehta, Directors of the Company.

The Company also has in place a CSR Policy and the same is available on the website of the Company at www.adityabirlamoney.com. A detailed Report is attached as Annexure VI forming part of this report.

16. RELATED PARTY TRANSACTIONS

During the financial year, the Company has entered into related party transactions which were on an arm''s length basis and in the ordinary course of business. All related party transactions have been approved by the Audit Committee of the Board of Directors of the Company and the same are being reviewed by it on a periodic basis.

The Board has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and the same is posted on the Company''s website viz.www.adityabirlamoney.com.

Details of Related Party Transaction for the year 2016-17 are mentioned in Note No.30 of notes to financial statement for FY 2016-17 and the material transaction is stated in Form AOC - 2 enclosed as Annexure V.

17. COST AUDIT

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

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

The information relating to the Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 are not applicable to the Company due to the very nature of the industry in which it operates. During the year under review, there were no foreign exchange earnings (Previous Year - Nil) and outgo (Previous Year - Nil), respectively.

19. DIRECTORS

Changes in Board Constitution -

Since Last AGM, there is no such changes made in Constitution of Board of Directors. Further Ms. Pinky A. Mehta retires from office by rotation and being eligible, has offered herself for re-appointment. The Directors recommend the said re-appointment. Items seeking your approval on the above re-appointment are included in the Notice convening the Annual General Meeting. Brief resume of the Director seeking appointments / re-appointments form part of the Notice of the ensuing Annual General Meeting.

Board Meetings -

The Board of Directors of the Company met 4 (four) times during the year i.e. on May 06, 2016, July 29, 2016, October 24, 2016 and January 25, 2017.

Composition of the Audit Committee -

The Board has constituted the Audit Committee which comprises of Mr. P. Sudhir Rao (Chairman), Mr. G. Vijayaraghavan and Mr. Shriram Jagetiya as the members. Other details of the Audit Committee are listed in the Corporate Governance Report. The Audit Committee met 4 times during the year under review.

Independent Director''s confirmation -

The Independent Directors on the Company''s Board have given their respective declarations that they meet the criteria of Independence as provided in Section 149(6) of the Act and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements), 2015.

Annual Evaluation -

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others. Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The manner of evaluation is provided in the Corporate Governance Report. The details of programme for familiarization of Independent Directors of your Company are available on your Company''s website viz. www.adityabirlamoney.com.

Key Managerial Personnel -

During the period under review, Ms. Sumathy Ravichandran resigned from the office of Chief Financial Officer of the Company with effect from July 31, 2016 and the Board has appointed Mr. Pradeep Sharma as the Chief Financial Officer effective August 01, 2016.

Policy on Remuneration to Directors, Key Managerial Personnel -

The Nomination and Remuneration Committee has formulated the policy on remuneration for the Directors, Key Managerial Personnel which is appended herewith as Annexure VII and also posted on the website www.adityabirlamoney.com.

20. DISCLOSURE PURSUANT TO SECTION 62(1)(B) OF THE COMPANIES ACT, 2013 READ WITH RULE 12 OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 & SECURITIES EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014

The Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure	Particulars
Options granted on December 02, 2014	2,509,341
Options outstanding as on April 01, 2016	1,979,120
Options vested during the year	25% of the options granted
Options exercised as on March 31, 2017	Nil
Total number of shares arising as a result of exercise of options	Nil
Options lapsed	533,275 (due to resignation of employees)
Exercise Price	Rs.34.25/- per option
Variation of terms of options	Nil
Money realised by exercise of options	Nil
Options outstanding as on March 31, 2017	1,445,845
Employee-wise details of options granted (i) Key Managerial Personnel	No. of options granted	No. of options outstanding
Mr. Murali Krishnan L.R. - Manager	27,473	25,756
Mr. Pradeep Sharma - Chief Financial Officer	Nil	Nil
Mr. Vikashh K Agarwal - Company Secretary	32,967	30,907
(ii) Any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year	Mr. Saurabh Shukla - Head - Broking and Retail Business. Options Granted - 225,275 Options Outstanding - 211,195
(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	Nil

The Company has complied with and shall comply with the applicable provisions under the Companies Act, 2013, the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Accounting Standards. The Disclosures prescribed in Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been posted on the Company''s website at the link at the link http://www.adityabirlamoney.com/about-us/investor.

A certificate received from the Statutory Auditors on the implementation of the Company''s Employees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspection by the Members.

21. INTERNAL AUDIT FRAMEWORK

The Company has in place a robust internal audit framework to monitor the efficacy of internal controls with the purpose of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizationâs risk management, control and governance processes.

The framework is commensurate with the nature of the business and the size of its operations. Internal auditing, of the Company, involves the utilization of a systematic methodology for analyzing business processes or organizational problems and recommending solutions to add value and improve the processes. The audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

As per the provisions of Section 138 of the Companies Act, 2013, M/s. PKF Sridhar & Santhanam, Chartered Accountants have been appointed as the Internal Auditors by the Board of Directors of the Company. The audit scope and plans are approved by the Board every year.

Internal Audit Process followed by the Company is as follows:

- Establish and communicate the scope and objectives of audit to the management

- Develop an understanding of the business area under review.

- Identify control procedures used to ensure each key transaction type is properly controlled and monitored.

- Develop and execute a risk-based sampling and testing approach to determine whether the key controls are operating as intended.

- Report the key audit findings and recommendations made by the auditors to the Board of Directors of the Company

- Monitor the implementation of audit recommendations and ensure periodic reporting to the Board of Directors of the Company

- Audit findings are used as a key input in the risk management process and all the key risks of the Company are mapped to the audit processes to ensure a risk- based audit approach.

- The internal audit activity is monitored on an ongoing basis

22. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be set out in the Directors'' Report, as an addendum thereto. However, having regard to the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information about the employees, is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request.

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 appended as Annexure to the Boards'' Report as Annexure III.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a vigil mechanism wherein the directors and employees to report their concerns about unethical behavior, and actual or suspected fraud or violation of the Company''s Code of Conduct to the Value Standards Committee. The Company Secretary of the Company acts as the Secretary to the Values Standard Committee. On a quarterly basis, an update on the issues reported under this policy is placed before the Audit Committee of the Board of Directors, for its review and perusal. The vigil mechanism Policy is posted on the Company''s website at www.adityabirlamoney.com.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has implemented a policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) presided by a senior level woman employee has been set up to redress complaints received on sexual harassment. All employees (including permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No. of complaints received : None

No. of complaints disposed off : Not Applicable

25. EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the financial year March 31, 2017 in Form MGT-9 is given in Annexure IV to this report.

26. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (Ind AS) converged with International Financial Reporting Standards (IFRS). The accounts of the Company are consolidated by Aditya Birla Nuvo Limited (ABNL) the ultimate holding Company. As Indian Accounting Standards (IND AS) is applicable to ABNL, the Company has prepared its account under IND AS and Indian Generally Accepted Accounting Principles (IGAAP).

27. DIRECTORS'' RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably presents the Company''s financial condition and results of operations.

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that, to the best of their knowledge and belief:

(i) i n the preparation of the annual accounts, the applicable standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and such judgments 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 March 31, 2017 and of the profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken 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 attached Statement of Accounts for the period ended March 31, 2017 have been prepared on a "going concern basis";

(v) proper internal financial controls were in place and that the financial controls were adequate and were operating efficiently.

(vi) proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems were adequate and operating efficiently;

28. STATUTORY AUDITORS AND THEIR REPORT

M/s. S.R. Batliboi & Co. LLP, (Registration No.301003E/E300005) Chartered Accountants, Mumbai were appointed in the 19^th Annual General Meeting as the Statutory Auditors of the Company for a period of five years to hold office upto the conclusion of the Twenty Fourth Annual General Meeting. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by the Members at every AGM. Accordingly, requisite resolution forms part of the notice convening AGM for ratification appointment of Auditor.

The observations, if any, made by the Auditors of the Company in their report read with relevant notes to the Accounts are self-explanatory and therefore do not call for any further comments. The observations reported under Emphasis of Matter by the Auditors of the Company in their report with relevant notes to the Accounts are self-explanatory and do not call for any further explanation / comments.

29. SECRETARIAL AUDITORS

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. BNP & Associates, Company Secretaries, Mumbai as the Secretarial Auditor for conducting a Secretarial Audit of the Company for the financial year ended March 31, 2017. The report of the Secretarial Auditors is attached as Annexure VIII. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

30. APPRECIATION

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, bankers and other business associates. Your Directors gratefully acknowledge the ongoing cooperation and support provided by Central and State Governments and all Regulatory bodies. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company''s growth.

For and on behalf of the Board of Directors,

Gopi Krishna Tulsian Tushar Shah

Director Director

DIN : 00017786 DIN : 07504267

Place : Mumbai

Date : April 28, 2017

Mar 31, 2016

DIRECTOR''S REPORT TO THE MEMBERS

Dear Shareholders,

We are pleased to present the 20th Annual Report, together with the Audited Standalone and Consolidated Accounts of your Company for the financial year ended March 31, 2016.

1. Financial Performance Summary

The highlights of the financial results of the Company on a standalone and consolidated basis are as follows:

(Rs. in Crores)

	Standalone		Consolidated
Particulars	Year ended March 31, 2016	Year ended March 31, 2015	Year ended March 31, 2016	Year ended March 31, 2015
Income from Operations	111.56	112.01	119.65	119.08
Other Income	6.83	6.71	8.00	7.38
Total Income	118.38	118.72	127.65	126.46
Profit before Interest, Depreciation and Taxation	12.02	14.50	14.32	13.51
Less : Interest	6.35	1.98	6.35	1.98
Profit before Depreciation and Taxation	5.66	12.51	7.97	11.53
Less : Depreciation	3.78	5.72	3.96	5.93
Profit / (Loss) Before Taxation	1.88	6.79	4.01	5.61
Current Tax	0.68	-	1.05	-
MAT Credit	-	-	(0.36)	-
Less : Excess Provision for Tax Written back	-	(0.29)	-	(0.29)
Profit / (Loss) After Tax	1.20	7.08	3.33	5.90
Profit / (Loss) brought forward from previous year	(26.86)	(25.53)	(31.24)	(28.70)
Less: Depreciation written off as per Schedule II	-	8.41	-	8.43
Balance carried to Balance Sheet	(25.67)	(26.86)	(27.91)	(31.24)

2. Business Performance

The Company on a Standalone basis has achieved total income of Rs.118.38 crores as compared to Rs.118.72 crores during the previous year. The Income from Operations during the year was also stable at Rs. 111.56 crores as compared to Rs. 112.01 crores during the previous year. The Company has posted a Net Profit of Rs. 1.20 crores during the year ended March 31, 2016.

On a Consolidated basis, the Company''s Income from Operations was stable at Rs.127.65 crores as compared to Rs.126.45 crores in the previous year. The Company has posted a Consolidated Net Profit of Rs. 3.33 crores during the year ended March 31, 2016.

3. Reserves

The Reserves & Surplus of the Company as on March 31, 2016 stood at Rs. 21.63 crores. No amount is proposed to be transferred to Reserves during the year.

4. Dividend

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

5. Share Capital

The Authorized Share Capital of the Company is Rs.25 crore. The Issued, Subscribed and Paid-up Capital of the Company was Rs.15.54 crores as on March 31, 2016 consisting of 55,400,000 Equity shares of Re.1/- each and 1,000,000 8% Redeemable Non-Convertible Non-Cumulative Preference shares of Rs.100/- each.

6. Credit Rating

During the year, CRISIL has re-affirmed A1 rating for the short term debt programme.

7. Public Deposits

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI). During the year under review, the Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges as amended by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the Corporate Governance compliances.

9. Management Discussion and Analysis

In terms of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations of the Company is provided as a separate section and forms part of the Annual Report.

10. Subsidiary

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in the business of commodity broking.

During the year, ABCBL has posted total Income of Rs. 9.27 crores as compared to Rs.7.75 crores during previous year, growth of 19.6%. The subsidiary has posted a Net profit of Rs. 2.13 crores as compared to a net loss of Rs.1.18 crores in the previous year.

The Policy for determining material subsidiaries may be accessed on the Company''s website at http://www.adityabirlamoney.com/about-us/investor.

The audited financial statements of the Company''s subsidiaries and related information have been placed on the website of the Company viz. www.adityabirlamoney.com. Any Member, who i s interested in obtaining a copy of audited financial statements of the Company''s subsidiaries may write to the Company Secretary at the Registered Office of the Company.

11. Significant and Material Orders Passed by the Regulators or Courts

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

12. Internal Financial Control and their Adequacy

The Company has the required internal financial controls in place as prescribed under the Companies Act, 2013.

13. Particulars of Loans, Guarantees or Investments

14. Risk Management Policy

The Company has a robust Risk Management Policy in place which includes identifying the elements of risk in the opinion of the Board that may threaten the existence of the Company. The Company has a Risk Governance Committee to evaluate the significant risk exposure of the Company & assessing Management''s action to mitigate the exposure in timely manner and approving the implementation of the Enterprise Risk Management Framework for the Company. During the year, the Risk Governance Committee met on March 16, 2016 and had discussions on various risk areas and mitigations initiated by the Company.

15. Corporate Social Responsibility

In terms of the provisions Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mr.G.Vijayaraghavan. The other members of the Committee are Mr. Gopi Krishna Tulsian and Ms. Pinky A Mehta, Directors of the Company.

The Company also has in place a CSR Policy and the same is available on the website of the Company at www.adityabirlamoney.com. A detailed report is attached as Annexure VI forming part of this report.

16. Related Party Transactions

Details of Related Party Transaction for the year 2015-16 are mentioned in Note No.30 of Notes to Financial Statement for the FY 2015-16 and the material transaction is stated in Form AOC-2 enclosed as Annexure V.

17. Cost Audit

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

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

19. Directors

Changes in Board Constitution -

Mr. Sudhakar Ramasubramanian, the Managing Director of the Company, resigned from the Board as a Director and Managing Director of the Company with effect from April 30, 2016 due to his movement to another role within the Aditya Birla Group. The Board places on record its deep appreciation for the services rendered by him during his tenure as the Managing Director.

Subject to the approval of the shareholders, the Board has on recommendation of the Nomination and Remuneration Committee appointed Mr. Tushar Shah (DIN: 07504267) as an Additional Director of the Company with effect from May 06, 2016. In accordance with Section 161 of the Companies Act, 2013, Mr. Tushar Shah holds office up to the date of the ensuing Annual General Meeting of the Company and is eligible to be appointed as the Director of the Company.

The Company has received a notice from M/s. Aditya Birla Financial Services Limited, shareholder along with the requisite deposit signifying his candidature for appointment as the Director at the ensuing Annual General Meeting. The resolution seeking Mr. Tushar Shah''s appointment has been included in the Notice of the Annual General Meeting together with his brief details.

Mr. Shriram Jagetiya retires from office by rotation and being eligible, has offered himself for reappointment. The Directors recommend the said re-appointment. Items seeking your approval on the above re-appointment are included in the Notice convening the Annual General Meeting. Brief resumes of the Directors seeking appointments / reappointments form part of the Notice of the ensuing Annual General Meeting.

Board Meetings

The Board of Directors of the Company met 4 (four) times during the year i.e. on May 04, 2015, July 23, 2015, October 28, 2015 and January 27, 2016.

Composition of the Audit Committee -

The Board has constituted the Audit Committee which comprises of Mr. Sudhir Rao (Chairman), Mr. G.Vijayaraghavan and Mr. Shriram Jagetiya as the members. Other details of the Audit Committee are listed in the Corporate Governance Report. The Audit Committee met 4 times during the year under review.

Independent Director''s confirmation -

Annual Evaluation -

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others. Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The manner of evaluation is provided in the Corporate Governance Report. The details of programme for familiarisation of Independent Directors of your Company are available on your Company''s website viz. www.adityabirlamoney.com.

Key Managerial Personnel

During the year under review, Mr. Srinivas Subudhi resigned from the office of Chief Financial Officer of the Company with effect from March 31, 2016. The Board has appointed Ms. Sumathy Ravichandran as the Chief Financial Officer effective May 06, 2016.

Consequent to the resignation of Mr. Sudhakar Ramasubramanian as the Managing Director of the Company , the Board has on recommendation of the Nomination and Remuneration Committee, appointed Mr. Murali Krishnan L R as the

Manager of the Company with effect from May 06, 2016 subject to approval by the Shareholder of the Company and further the board requested the Shareholders of the company to approve the same in the ensuing AGM.

Policy on Remuneration to Directors, Key Managerial Personnel

20. Disclosure Pursuant to Section 62(1)(B) of the Companies Act, 2013 Read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 & Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

The Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure	Particulars
Options granted on December 02, 2014	2,509,341
Options outstanding as on April 01, 2015	24,48,901
Options vested during the year	25% of the options granted
Options exercised as on March 31, 2016	Nil
Total number of shares arising as a result of exercise of options	Nil
Options lapsed	4,69,781 (due to resignation of employees)
Exercise Price	Rs.34.25/- per option
Variation of terms of options	Nil
Money realised by exercise of options	Nil
Options outstanding as on March 31, 2016	19,79,120
Employee-wise details of options granted (i) Key Managerial Personnel	No. of options granted	No. of options outstanding
Mr.Sudhakar Ramasubramanian, Managing Director	329,670	329,670
Mr.Srinivas Subudhi, Chief Financial Officer	Nil	Nil
Mr.Vikashh K Agarwal, Company Secretary	32,967	32,967
(ii) Any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year	(i) Mr. Saurabh Shukla - Head - Broking and Retail Business - 225,275 (ii) Mr. Mohit Saxena - Senior Vice President -Products, BD and Worksite Marketing - 157,692
(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	Nil

The Company has complied with and shall comply with the applicable provisions under the Companies Act, 2013, the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Accounting Standards. The Disclosures prescribed in Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been posted on the Company''s website at the link http://www.adityabirlamoney.com/about-us/investor.

21. Internal Audit Framework

As per the provisions of Section 138 of the Companies Act, 2013, M/s PKF Sridhar & Santhanam, Chartered Accountants have been appointed as the Internal Auditors by the Board of Directors of the Company. The audit scope and plans are approved by the Board every year.