Directors Report of Aditya Birla Sun Life AMC Ltd.

Mar 31, 2025

The Board of Directors of Aditya Birla Sun Life AMC Limited (the "Company" or "ABSLAMC") are pleased to present the
31^st Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year
ended 31^st March, 2025 ("financial year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

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

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

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations (Fees and Commission)	1,684.78	1,353.19	1,659.09	1,330.18
Profit Before Share of Exceptional Items and Tax	1,244.54	1,008.15	1,238.66	1,002.02
Exceptional Items	-	-	-	-
Profit/(Loss) Before Tax	1,244.54	1,008.15	1,238.66	1,002.02
Tax Expense	313.94	227.79	313.94	227.79
Profit/(Loss) after Tax	930.60	780.36	924.72	774.23
Profit/(Loss) after Tax Attributable to:
Owners of the Company	930.60	780.36	924.72	774.23
Non-Controlling Interest	-	-	-	-
Other Comprehensive Income	0.07	(0.40)	(2.55)	(0.61)
Total Comprehensive Income	930.67	779.96	922.17	773.62
Total Comprehensive Income Attributable to:
Owners of the Company	930.67	779.96	922.17	773.62
Non-Controlling Interest	-	-	-	-
Profit/(Loss) Attributable to Owners of the Company	930.60	780.36	924.72	774.23

The above figures are extracted from the Consolidated and
Standalone Financial Statements prepared in accordance
with Indian Accounting Standards ("Ind AS") as notified under
Sections 129 and 133 of the Companies Act, 2013 (the "Act")
read with the Companies (Accounts) Rules, 2014 and other
relevant provisions of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), as amended.

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

For the financial year ended 31^st March, 2025, on a Standalone
basis, the total revenue of the Company was ? 1,659.09 Crore
and net profit was ? 924.72 Crore.

Key Highlights of the Company''s performance
for the financial year ended 31^st March, 2025
are as under:

• Mutual Fund Quarterly Average Assets Under Management
(QAAUM) in Q4 FY25 was ? 3,81,724 Crore with a market share
(excluding ETF) of 6.30%.

• Mutual Fund Equity QAAUM in Q4 FY25 was ? 1,69,065 Crore
with market share of 4.23%.

• Mutual Fund Fixed Income QAAUM of the Company in Q4 FY25
was ? 2,12,659 Crore with market share of 7.75%.

• Consolidated Revenue of the Company for FY25 was
? 1,684.78 Crore as against ? 1,353.19 Crore in FY24.

• Consolidated Profit Before Tax for FY25 was ? 1,244.54 Crore
as against ? 1,008.15 Crore in FY24.

• Consolidated Profit After Tax for FY25 was ? 930.60 Crore as
against ? 780.36 Crore in FY24 representing a 19.25% Year
on Year (y-o-y) growth.

• Return on Equity for FY25 was 26.99% with a consistent
dividend paying track record.

ACCOUNTING METHOD

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

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

The Audited Financial Statements of the Company as stated
above and the Financial Statements of each of the Subsidiaries
of the Company, are available on the Company''s website at
https://mutualfund.adityabirlacapital.com/shareholders/
annual-reports.

MATERIAL EVENTS DURING THE YEAR

Compliance with Minimum Public Shareholding
(“MPS") requirement under Securities Contracts
(Regulation) Rules, 1957 (“SCRR Rules") and the
SEBI Listing Regulations

The Initial Public Offer (IPO) of the Company by way of an
Offer for Sale was launched in October 2021 wherein the
Promoters of the Company i.e. Aditya Birla Capital Limited and
Sun Life (India) AMC Investments Inc., had collectively diluted
13.5% of their shareholding in the Company to the Public.
Following the listing of the equity shares of the Company on the
National Stock Exchange of India Limited and the BSE Limited
w.e.f. 11^th October, 2021, the Company was required to meet
the MPS requirement of 25% within three years, as per the
SCRR Rules and the SEBI Listing Regulations.

Accordingly, the Promoters of the Company i.e. Aditya Birla
Capital Limited and Sun Life (India) AMC Investments Inc.,
had collectively sold 11.5% of their shareholding in the Company
to the Public, in March 2024 and May 2024, resulting in the
dilution of the Promoter/Promoter Group shareholding to 75%
and increase in the Public shareholding to 25%. Pursuant to the
said sale of shares by the Promoters, the Company successfully
achieved the MPS requirement of 25% in May 2024, as required
under Rules 19(2)(b) and 19A of the SCRR Rules read with
Regulation 38 of the SEBI Listing Regulations.

Reclassification from “Promoter/Promoter
Group" category to “Public Shareholder"
category under Regulation 31A of SEBI
Listing Regulations

Pursuant to the requests received from Mr. Parag Joglekar,
Mrs. Pinky Mehta and Mr. A. Balasubramanian (categorized as
Promoter by virtue of Nominee Shareholders of Aditya Birla
Capital Limited) for reclassification from "Promoter and Promoter
Group" category to "Public Shareholder" category, the Company
post receipt of approval of the Board of Directors of the Company
had made an application for the said reclassification to the

National Stock Exchange of India Limited and BSE Limited
("Stock Exchanges") in accordance with Regulation 31A of the
SEBI Listing Regulations. Pursuant to the said application, the
Stock Exchanges granted approval for the reclassification of
Mr. Parag Joglekar, Mrs. Pinky Mehta and Mr. A. Balasubramanian
from "Promoter and Promoter Group" category to
"Public Shareholder" category, on 27^th December, 2024.

HOLDING/SUBSIDIARIES/JOINT VENTURES/
ASSOCIATE COMPANIES

Holding Company

The Company does not have a Holding Company.

Subsidiaries

The Company has 6 (six) foreign subsidiaries including
step-down subsidiaries (subsidiaries by virtue of holding
management shares) as on 31^st March, 2025. As required under
Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the
Board has approved and adopted the Policy for determining
Material Subsidiaries. The Policy is available on the Company''s
website at https://mutualfund.adityabirlacapital.com/-/media/
bsl/files/resources/policies-and-codes/policy-for-determining-
material-subsidiaries.pdf. During the financial year under review,
the Company did not have any material subsidiaries.

During the financial year under review, India Yield Advantage
Fund VCC (IYAFV) was incorporated on 11^th June, 2024 as a
subsidiary of Aditya Birla Sun Life Asset Management Company
Pte. Ltd. (ABSLAMC Singapore). ABSLAMC Singapore holds 100%
management shares of IYAFV and has no beneficial interest or
ownership in IYAFV''s income or gains as the same belongs to the
Investors of Collective Investment schemes offered by IYAFV.
By virtue of this, IYAFV is a step-down subsidiary of the Company.

Joint Ventures/Associates

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

TRANSFER TO RESERVES

The Company had transferred ? 1.25 Crore to the General
Reserves for the financial year ended 31^st March, 2025.

DIVIDEND

The Board of Directors of the Company have recommended
payment of dividend of ? 24 per equity share of face value of
? 5 each for the financial year ended 31^st March, 2025, subject to
the approval of the shareholders at the ensuing Annual General
Meeting ("AGM") of the Company. Accordingly, the dividend
pay-out for the financial year 2024-25 would amount to
approx. ? 692 Crore.

The dividend recommended is in line with the Company''s
Dividend Distribution Policy, which is available on the Company''s
website at https://mutualfund.adityabirlacapital.com/-/media/
bsl/files/resources/policies-and-codes/dividend-distribution-
policy.pdf.

Pursuant to the Finance Act, 2020, dividend income is taxable
in the hands of the Shareholders w.e.f. 1^st April, 2020 and
the Company is required to deduct tax at source (TDS) from
dividend paid to the Shareholders at prescribed rates as per
the Income-tax Act, 1961.

SHARE CAPITAL

During the financial year under review, the Company has issued
and allotted 3,98,073 equity shares of ? 5 each of the Company
to eligible employees pursuant to the exercise of Stock Options
and Restricted Stock Units in terms of Aditya Birla Sun Life AMC
Limited Employee Stock Option Scheme 2021.

Consequently, the issued, subscribed and paid-up share capital
increased from ? 144.05 Crore comprising of 28,80,91,213
equity shares of ? 5 each as on 1^st April, 2024 to ? 144.24 Crore
comprising of 28,84,89,286 equity shares of ? 5 each as on
31^st March, 2025.

DEPOSITORY

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

INVESTMENTS IN SUBSIDIARIES

During the financial year under review, the Company had not
infused capital in its subsidiaries. Further, details of investment
in subsidiaries are stated in the Notes to the Financial
Statements forming part of this Annual Report.

PUBLIC DEPOSITS

The Company, being an Asset Management Company, primarily
governed by SEBI (Mutual Funds) Regulations, 1996 has not
accepted any deposits from the public during the financial year
under review, in accordance with Sections 73 and 74 read with
Chapter V of the Act.

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

The details of loans and guarantees given, investments made or
security provided, if any, during the financial year under review
pursuant to the Section 186 of the Act are provided in the Notes
to the Financial Statements forming part of this Annual Report.

CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION

The Company is in financial services industry and does not
consume high levels of energy. However, regular efforts are
made to adopt appropriate energy conservation measures
and technology absorption methods. The particulars regarding
conservation of energy and technology absorption as required
to be disclosed pursuant to Section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not
relevant to the Company''s activities.

However, some of the steps taken by the Company for
conservation of energy includes:

• The Company is committed to reducing negative
environmental impact.

• The Company has tied up with ViaGreen, an organisation that
helps the Company in waste management and recycling.

• Most of the offices of the Company have installed LED lights
making them energy-efficient. Additionally, regular garbage
bags have been replaced with biodegradable garbage bags.
Further, at the Mumbai office, the wet waste and dry waste
are segregated, particularly the food waste. The wet waste is
processed through Organic Waste Compost Machine, and the
manure produced is used for plantations and horticulture in
the premises. As a result, our wet waste is fully recycled and
returned to nature in the form of compost.

• As a step towards further reducing the environmental
impact, the documents for Board and Committee Meetings
of the Company are transmitted electronically using a secure
web-based application, thereby saving paper.

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings during the financial year under
review was ? 12.54 Crore as compared to ? 5.01 Crore during the
previous financial year. The foreign exchange expenditure during
the financial year under review was ? 16.73 Crore as compared to
? 19.43 Crore during the previous financial year.

PARTICULARS OF EMPLOYEES

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

Details as required under Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, with
respect to information of employees of the Company will be
provided upon request by a Member. In terms of the provisions
of Section 136(1) of the Act, the Annual Report is being sent
to all the Members of the Company whose email address(es)
are registered with the Company/Registrar and Share Transfer
Agent/Depository Participants, excluding the aforesaid details
which shall be made available for inspection by the Members.
If any Member is interested in obtaining a copy thereof, the
Member may write to the Company Secretary at the Registered
Office of the Company in this regard or send an email to
[e-mail].

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) of SEBI Listing Regulations,
the Company has published Business Responsibility and
Sustainability Report describing the initiatives taken by
the Company from environmental, social and governance
perspective for the financial year ended 31^st March, 2025,
which forms part of this Annual Report. The said report is also
available on the Company''s website at https://mutualfund.
adityabirlacapital.com/shareholders/annual-reports.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There were no material changes and commitments affecting
the financial position of the Company between the end of the
financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

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

EMPLOYEE STOCK OPTION PLAN

Employee Stock Options have been recognised as an effective
instrument to attract talent and align the interest of employees
with that of the Company, thereby providing an opportunity to
the employees to share in the growth of the Company and to
create long-term wealth in the hands of employees, thereby
acting as a retention tool.

In view of above, the Company has adopted "Aditya Birla
Sun Life AMC Limited Employee Stock Option Scheme 2021"
("ESOP Scheme 2021") for the benefit of the employees of the
Company and its Subsidiaries. During the financial year under
review, the Company had granted 57,895 Stock Options and
9,099 Restricted Stock Units to the eligible employees under
ESOP Scheme 2021.

There were no material changes made to the ESOP Scheme 2021
during the financial year under review. The details/disclosure(s)
on the ESOP Scheme 2021 as required to be disclosed under
the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are available on the Company''s website
at https://mutualfund.adityabirlacapital.com/shareholders/
annual-reports. The certificate from the Secretarial Auditor of
the Company on the implementation of the ESOP Scheme 2021
will be made available at the ensuing AGM of the Company for
inspection by the Shareholders.

Further, Aditya Birla Capital Limited ("ABCL") had adopted
"Aditya Birla Capital Limited Employee Stock Option Scheme
2017" ("Scheme 2017") and "Aditya Birla Capital Limited
Employee Stock Option and Performance Stock Unit
Scheme 2022" ("Scheme 2022") for the benefit of the employees
of ABCL/its Subsidiaries and Group Companies. The benefits of
the said Schemes are extended to the permanent employees in
the Management cadre of the Company.

Employee Stock Appreciation Rights Scheme

The Company had adopted a long-term incentive plan namely,
"Aditya Birla Sun Life AMC Limited Stock Appreciation Rights
Scheme 2022" ("SAR 2022") for the welfare of the employees of
the Company and its Subsidiaries. Under SAR 2022, cash incentive
benefits are provided to the eligible employees through grant of
Stock Appreciation Rights. During the financial year under
review, the Company had granted 22,889 Stock Appreciation
Rights to the eligible employees under SAR 2022.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under
Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations forms part of this Annual Report. The certificate
from M/s. N L Bhatia & Associates, Practicing Company
Secretaries, on compliance with the requirements of Corporate
Governance is enclosed as Annexure II to the Board''s Report.

STATEMENT CONTAINING SALIENT FEATURES
OF THE FINANCIAL STATEMENTS OF
SUBSIDIARIES

A report on the performance and financial position of the
Company''s Subsidiaries as per Section 129(3) of the Act read
with the rules made thereunder in the prescribed Form AOC-1
is enclosed as Annexure III to the Board''s Report.

RISK MANAGEMENT

Risk Management is fundamental to the business, ensuring
an optimal balance between risk and return in alignment with
the Company''s risk appetite. The Company''s comprehensive
risk management framework monitors Governance, Risk and
Compliance across the organisation. The Risk Management
philosophy focusses on the following organisational structure
to manage risks through the following three lines of defence:

First Line is the Management (Functional Heads/Process
Owners) that has the primary responsibility to own and manage
risks associated with day-to-day operational activities.

Second Line function enables the identification of emerging
risks in daily operation of the business. It does this by providing
compliance and oversight in the form of framework, policies, tools,
and techniques to support risk and compliance management.

Third-Line function provides objective and independent
assurance through audits.

The Board has constituted a Risk Management Committee
as required under SEBI Listing Regulations and SEBI
(Mutual Funds) Regulations, 1996 to frame, implement and
monitor the risk management plan of the Company and the
Schemes of the Aditya Birla Sun Life Mutual Fund.

The objectives and scope of the Risk Management Committee
broadly include:

• Risk Identification;

• Risk Assessment;

• Risk Response and Risk Management Strategy; and

• Risk Monitoring, Communication and Reporting.

Over the years, the Company has built a strong Risk Management
Framework supported by well-established policies and
procedures and a talented pool of risk professionals.

Further, the Company has adopted the Risk Management
Framework prescribed by SEBI through circular dated
27^th September, 2021. Through this framework, the Company

has devised the mechanism for identifying and measuring the
AMC level and Mutual Fund''s Scheme level risk appetite and
has also setup a robust risk control assessment mechanism to
report key emerging risks and control environment at functional
level to the Management and the Board of the Company.

The Company has an enterprise risk management framework
in place, which includes key risk management activities such
as risk identification, risk assessment, risk response and
risk management strategy. The identified risks are evaluated
and managed by either avoidance, transfer, mitigation or
retention. The risks faced can be broadly classified as reputation
risk, people risk, regulatory risk, operational risk, investment
risk, technology risk, strategic risk and business risk. Close
monitoring and control processes, including the establishment
of appropriate key risk indicators and key performance
indicators are put in place to ensure that risk profiles are
managed within limits.

The Company''s Investment function operates under the
Investment Governance framework approved by the
Investment Committee and the Board. The framework helps
in not only ensuring regulatory compliance but also provides
the framework for management and mitigation of the risks
associated with investments.

The Company has implemented an Operational Risk Management
framework to manage specific risks that may arise from
inadequate or failed internal processes, people, systems, or
external events. To manage and control such risks, the Company
uses various tools including self-assessments, operational
risk alerts and key risk indicator monitoring. The Company
recognises that information is a critical business asset and,
accordingly, the Company has an information security and
cyber security framework that ensures all information assets
are safeguarded by establishing comprehensive management
processes throughout the organisation.

The Company''s risk management systems and procedures
highlight its dedication to ethical operations and profitable
functioning while adhering to best practices, applicable laws,
rules, and regulations. These systems aim to provide reasonable,
though not absolute, assurance against material misstatements
or loss. They also ensure the safeguarding of assets, the
maintenance of accurate accounting records, the reliability of
financial information, and the identification and management
of business risks.

The detailed Risk Management framework is enclosed as
Annexure IV to the Board''s Report.

Business Continuity

The Company has instituted a comprehensive Business
Continuity Management Programme to ensure uninterrupted
functioning of critical operations during unforeseen disruptions.
This is underpinned by a robust Disaster Recovery Framework
that addresses both business and technology-related
interruption risks, thereby safeguarding service continuity
for customers. A formal Business Continuity Policy further
reinforces this framework by outlining a structured response
to contingencies, ensuring timely recovery of essential activities
in alignment with regulatory expectations. Regular testing
of all business-critical processes is conducted to validate
preparedness and operational resilience.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

During the financial year under review, all transactions entered
into by the Company with related parties were in ordinary
course of business and at arm''s length basis and were not
considered material as per the provisions of Section 188 of the
Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 23 of the SEBI Listing Regulations.
Hence, disclosure in form AOC-2 under Section 134(3)(h) of the
Act, read with Rule 8 of the Companies (Accounts) Rules, 2014,
is not applicable.

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

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

There were no material transactions entered into with related
parties during the period under review, which may have had any
potential conflict with the interests of the Company at large.
The details of transactions with related parties of the Company
for the financial year under review, are given in Notes to the
Financial Statements, which forms part of this Annual Report.

The policy on RPTs is available on the Company''s website
at https://mutualfund.adityabirlacapital.com/-/media/bsl/
files/resources/policies-and-codes/Policy-on-Related-Party-
Transaction.pdf.

INTERNAL FINANCIAL CONTROLS

The Company has well-established internal control systems
in place which commensurate with the nature of its
business and size and scale and complexity of its operations.
Standard operating procedures (SOPs) and Risk Control Matrices
designed to provide a reasonable assurance are in place and
are being continuously monitored and updated. Internal audits
are undertaken on periodic basis to independently validate
the existing controls as per scope assigned to Internal Audit
Function. The Internal audit program is approved by the Audit
Committee at the beginning of the year to ensure that the
coverage of the areas are adequate. Internal Audit Reports are
regularly reviewed by the management and corrective action is
initiated to strengthen controls and enhance the effectiveness
of existing systems.

Significant audit observations, if any, are presented to the
Audit Committee along with the status of management actions
and the progress of implementation of recommendations.
During the financial year under review, no material or serious
observation was identified for inefficacy or inadequacy of
such controls.

The Company also periodically engages outside experts to carry
out independent review of the effectiveness of various business
processes. The observations and best practices suggested
are reviewed by the Management and Audit Committee and
appropriately implemented with a view to continuously
strengthen internal controls.

INTERNAL AUDIT

The Company has in place an adequate internal audit framework
to monitor the efficacy of internal controls with the objective
of providing to the Audit Committee and the Board of Directors
of the Company, an independent and reasonable assurance
on the adequacy and effectiveness of the organisation''s risk
management, internal control and governance processes. The
framework is commensurate with the nature of the business,
size, scale and complexity of its operations with a risk based
internal audit approach. The audit plan is approved by the Audit
Committee, which regularly reviews the compliance to the plan.

The internal audit plan is developed based on the risk profile of
business activities of the organisation. It covers process audits at
the head office and across various branches of the organisation.
The Internal audits are carried out by an independent external
firm. Additionally, there is an appointed Head Internal Audit to
ensure that the audit process is conducted in accordance with
the Company''s policies and regulatory requirements, and to
oversee the implementation of audit recommendations/timely
closure of management actions to improve internal controls and
operational efficiency.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

iv. the Directors had prepared the Statement of Accounts
for the financial year ended 31^st March, 2025 on a
''going concern basis'';

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

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on 31^st March, 2025, the Board of Directors of the Company
comprised of 9 (nine) Directors including 1 (one) Woman
Independent Director.

Appointment/Re-appointment

During the financial year under review, the Board of Directors of
the Company based on the recommendation of the Nomination,
Remuneration and Compensation Committee of the Company
and in accordance with the Act and the SEBI Listing Regulations,
approved the following appointments to the Board:

a) Appointment of Mr. Manjit Singh, representative of
Sun Life (India) AMC Investments Inc., as an Additional
Director (Non-Executive) of the Company w.e.f.
19^th December, 2024. Subsequently, on 8^th March, 2025,

the Members of the Company had approved through
postal ballot, the appointment of Mr. Singh as a
Non-Executive Director of the Company.

b) Appointment of Ms. Anita Ramachandran as an Additional
Director (Independent) of the Company for a term of
five consecutive years w.e.f. 25^th March, 2025 upto
24^th March, 2030, subject to approval of the shareholders
of the Company.

At the AGM of the Company held on 8^th August, 2024, the
Members had approved the following re-appointment
of Directors:

a) Re-appointment of Mr. Navin Puri as an Independent
Director of the Company to hold office for a second term
of five consecutive years w.e.f. 4^th September, 2024 upto
3^rd September, 2029.

b) Re-appointment of Mr. A. Balasubramanian as the Managing
Director & CEO of the Company for a period of three years
w.e.f. 25^th July, 2024 upto 24^th July, 2027.

Resignation/Retirement

Mr. Amrit Kanwal, Non-Executive Director of the Company,
representative of Sun Life (India) AMC Investments Inc., resigned
w.e.f. 18^th December, 2024. Ms. Alka Bharucha ceased to be
the Director of the Company upon completion of her second
consecutive term as an Independent Director of the Company
w.e.f. end of day of 30^th March, 2025.

The Board placed on record its sincere appreciation for
the valuable contributions made by Mr. Amrit Kanwal and
Ms. Alka Bharucha during their association with the Company.

Retirement by Rotation

Pursuant to Section 152 of the Act, read with the Articles
of Association of the Company, Mrs. Vishakha Mulye,
Non-Executive Director of the Company is liable to retire by
rotation at the ensuing AGM and, being eligible, has offered
her candidature for re-appointment. The Nomination,
Remuneration and Compensation Committee of the Company
and the Board of Directors of the Company have recommended
the re-appointment of Mrs. Vishakha Mulye as a Non-Executive
Director of the Company at the ensuing AGM.

The information as required to be disclosed under Regulation
36(3) of the SEBI Listing Regulations and Secretarial
Standard-2 on the General Meetings issued by the
Institute of Company Secretaries of India ("ICSI"), in case of
aforesaid appointment/re-appointment of Director is provided
in the Notice of the ensuing AGM.

Declaration by Independent Directors

In terms of Section 149 of the Act and the SEBI Listing
Regulations, Mr Navin Puri, Mr. Ramesh Abhishek,
Mr. Sunder Rajan Raman, Mr. Supratim Bandyopadhyay and
Ms. Anita Ramachandran are the Independent Directors of the
Company as on date of this Report.

All Independent Directors have submitted the declaration of
Independence, pursuant to the provisions of Section 149(7) of
the Act and Regulation 25(8) of the SEBI Listing Regulations,
stating that they meet the criteria of Independence as
provided in Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations and they are not aware of any
circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and
without any external influence. The Board is of the opinion that
the Independent Directors of the Company possess requisite
qualifications, experience, expertise and hold the highest
standards of integrity.

The Independent Directors have also confirmed their registration
with the data bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs in compliance with
requirements of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act,
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Mr. A. Balasubramanian,
Managing Director & CEO, Mr. Pradeep Sharma, Chief Financial
Officer (CFO) and Mr. Prateek Savla, Company Secretary are the
KMPs of the Company.

During the financial year under review, following were the
changes in KMPs of the Company:

a) Mr. Pradeep Sharma was appointed as CFO w.e.f.
31^st October, 2024 in place of Mr. Parag Joglekar who
resigned as CFO w.e.f. 13^th September, 2024.

b) Mr. Prateek Savla was appointed as Company Secretary
& Compliance Officer under SEBI Listing Regulations
w.e.f. 26^th April, 2024. Ms. Hemanti Wadhwa ceased to
be Chief Compliance Officer & Company Secretary w.e.f.
26^th April, 2024.

Fit and Proper Criteria

All the Directors meet the fit and proper criteria as stipulated
under SEBI (Mutual Funds) Regulations, 1996 and SEBI
(Intermediaries) Regulations, 2008 (as amended from
time to time).

Annual Performance Evaluation

The evaluation framework for assessing the performance of
the Directors of the Company comprises contributions at the
Meeting(s) and strategic perspective or inputs regarding the
growth and performance of the Company, amongst others.

Pursuant to the provisions of the Act and SEBI Listing
Regulations and in terms of the Framework of the Board
Performance Evaluation, the Board of Directors of the Company
have carried out an annual performance evaluation of the Board
as-a-whole, performance of various Committees of the Board
and Individual Directors. A separate Meeting of the Independent
Directors was also held during the financial year under review
for the evaluation of the performance of Non-Independent
Directors and performance of the Board as-a-whole. The
manner in which the evaluation has been carried out has been
set out in the Corporate Governance Report, which forms part
of this Annual Report.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning
of the Board and its Committees. Non-Executive Directors and
Independent Directors demonstrate a strong understanding
of the Company and its requirements. They keep themselves
current on the areas to be discussed at the Board Meetings.
The Committees are functioning well and besides covering the
Committees'' terms of reference, as mandated by applicable
laws, important issues are brought up and discussed in the
Committee Meetings. The Board was also satisfied with the
contribution of Directors in their individual capacities.

MEETINGS OF THE BOARD AND ITS COMMITTEES
Board

The Board meets at regular intervals, inter alia, to discuss and
decide on the Company''s performance and strategies. During
the financial year under review, the Board met 8 (Eight) times on
26^th April, 2024, 25^th June, 2024, 29^th June, 2024, 24^th July, 2024,
29^th August, 2024, 28^th October, 2024, 27^th January, 2025 and
18^th March, 2025.

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

Audit Committee

The Board of Directors of the Company has constituted an
Audit Committee with its composition, quorum, powers, role
and scope in line with the applicable provisions of the Act,
SEBI Listing Regulations and SEBI (Mutual Funds)
Regulations, 1996.

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

Further details on the Audit Committee of the Company,
its Meetings, composition and attendance are provided in
the Corporate Governance Report, which forms part of this
Annual Report. During the financial year under review, all
recommendations made by the Audit Committee were accepted
by the Board.

Nomination, Remuneration and Compensation
Committee

The Board of Directors of the Company has constituted a
Nomination, Remuneration and Compensation Committee
("NRCC"), with its composition, quorum, powers, role and
scope in line with the applicable provisions of the Act and
SEBI Listing Regulations.

The NRCC has formulated a policy on criteria of appointment,
qualification, remuneration, etc. for the Directors, KMPs and
Senior Management Personnel of the Company under the
provisions of Section 178(3) of the Act, which is enclosed as
Annexure V to the Board''s Report and the same is uploaded
on the website of the Company at https://mutualfund.
adityabirlacapital.com/-/media/bsl/files/resources/policies-
and-codes/executive-remuneration-policy-amc.pdf.

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

Other Board Committees

The Board of Directors of the Company has also constituted
the following Committees of the Board under the relevant
provisions of the Act read with the applicable SEBI laws:

• Risk Management Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Unit Holder Protection Committee

Details of mandatory Committees of the Board as per the Act,
SEBI Listing Regulations and SEBI (Mutual Funds) Regulations,
1996 are provided in the Corporate Governance Report, which
forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return for the financial year
2024-25 is available on the Company''s website at https://
mutualfund.adityabirlacapital.com/shareholders/annual-
reports.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, as amended
from time to time, the Members of the Company at the AGM
held on 8^th August, 2024, approved the re-appointment of
S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Reg.
No.: 301003E/E300005), as the Statutory Auditor of the
Company for a second term of five consecutive years, i.e. from
the conclusion of 30^th AGM held in the year 2024 till the conclusion
of 35^th AGM of the Company to be held in the year 2029.

The reports issued by the Statutory Auditor on the Standalone
and Consolidated Financial Statements of the Company for the
year ended 31^st March, 2025 do not contain any qualification,
observations, comments or remark(s) which have an adverse
effect on the functioning of the Company and therefore, do not
call for any comments from Directors of the Company.

Secretarial Auditor

In terms of Section 204 of the Act read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. N L Bhatia & Associates, Practicing Company Secretaries
(Firm Reg. No.: P1996MH055800), to conduct the Secretarial
Audit for the financial year ended 31^st March, 2025. The
Secretarial Audit Report in Form MR-3 for the financial year
ended 31^st March, 2025, is enclosed as Annexure VI to the
Board''s Report. The Secretarial Audit Report does not contain
any qualification, reservation, disclaimer or adverse remarks.

Further, the Secretarial Compliance Report for the financial
year ended 31^st March, 2025 on compliance of all applicable
SEBI Regulations and circulars/guidelines issued thereunder,
obtained from M/s. N L Bhatia & Associates, Secretarial Auditor, is
available on the website of the Company and can be accessed at
https://mutualfund.adityabirlacapital.com/-/media/bsl/files/
resources/shareholder-intimation/secretarial-compliance-
report-for-the-year-ended-march-31-2025.pdf.

Pursuant to the provisions of Regulation 24A of SEBI Listing
Regulations and Section 204 of the Act read with the
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee and

the Board of Directors of the Company, have approved and
recommended for approval of the Members, the appointment of
M/s. N L Bhatia & Associates, Practicing Company Secretaries
as the Secretarial Auditor of the Company for a term of five
consecutive years from FY 2025-26 to FY 2029-30.

A detailed proposal for appointment of Secretarial Auditor
forms part of the Notice convening this AGM.

Cost Audit

The provisions of maintenance of Cost Records and Cost Audit
as prescribed under Section 148 of the Act, are not applicable
to the Company.

Reporting of Frauds by Auditors

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

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and Rules made
thereunder, the Board of Directors of the Company have a
Corporate Social Responsibility (CSR) Committee. The CSR
Committee has formulated and recommended to the Board a
Corporate Social Responsibility Policy ("CSR Policy") indicating the
CSR activities to be undertaken by the Company, which has been
approved by the Board. The CSR Policy is available on the Company''s
website at https://mutualfund.adityabirlacapital.com/-/media/
bsl/files/resources/csr/corporate-social-responsibiltv-policy.pdf.

During the financial year 2024-25, the Company spent
? 14.72 Crore on various CSR projects including overhead
costs and Impact Assessment cost. The annual report on
CSR activities for financial year 2024-25 as per the Rule 8 of
Companies (Corporate Social Responsibility Policy) Rules, 2014,
as amended is enclosed as Annexure VII to the Board''s Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act
read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and Regulation 22 of the SEBI Listing
Regulations, the Company has formulated a Whistle Blower Policy/
Vigil Mechanism for Directors and Employees to report concerns,
details of which are covered in the Corporate Governance
Report, which forms part of this Annual Report. The said policy
is available on the Company''s website at http://mutualfund.
adityabirlacapital.com/-/media/BSL/Files/Resources/Policies-
And-Codes/Whistleblower-Policy_ABSLAMC.

POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy which is in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
("POSH Act"). An Internal Committee has been set up to redress
and resolve complaints, if any, received regarding sexual
harassment of women. The Company has complied with the
provisions relating to the constitution of the Internal Committee
under the POSH Act. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. We further
state that during the financial year under review, one complaint
was received and resolved under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

HUMAN RESOURCES

The Company has always aspired to be an organisation and a
workplace which attracts, retains and provides a canvas for
talent to operate.

The Company believes that meaning at work is created when
people relate to the purpose of the organisation, feel connected
to their leaders and have a sense of belonging. Our focus stays
strong on providing our people a work environment that
welcomes diversity, nurtures positive relationships and a
culture grounded in our core values, provides challenging work
assignments and provides opportunities based on meritocracy
for people to grow, build and advance their careers with us in
line with their aspirations.

As on 31^st March, 2025, the employee strength of the Company
was 1,403.

Talent Management

Strengthening our future talent pipeline and ensuring seamless
leadership continuity remain at the heart of our Talent
Management agenda. We are deeply committed to identifying
high-potential individuals early in their careers and investing in
their development through holistic, future-focused experiences.
This strategy not only prepares them for critical roles but also
builds a resilient, agile leadership bench capable of navigating
evolving business needs.

In parallel, we recognize the value of steady-state performers. By
providing opportunities for role movement and involvement in
special projects, we leverage their consistency and institutional
knowledge while keeping them engaged and motivated.

We strengthened our organizational structure by leveraging
internal talent to take on expanded roles and new responsibilities,
thereby enabling us to drive continuity, retain institutional
knowledge, and reinforce our culture. As we continue to evolve,
we remain committed to building a strong internal talent bench
by providing meaningful career opportunities for our people.

To nurture early-career professionals, our First10
Best10 program offers structured development through
cross-functional exposure, mentorship, role movements and
targeted learning interventions. These initiatives provide
young talent with career trajectory aligned with their long-term
growth thereby setting the foundation for a robust pipeline of
future leaders.

Employee Wellness and Engagement

The Company is committed towards fostering a positive,
dynamic and engaging work environment. A significant focus
has also been placed on revitalizing a culture of connection and
camaraderie, ensuring that strong interpersonal bonds and a
collaborative spirit are nurtured throughout the organization.
Our Employee engagement Index (Vibes Survey) showed a
meaningful improvement from the previous survey, highlighting
increased employee confidence, motivation, and alignment with
our purpose.

The Company continues to reinforce the importance of health
and well-being through comprehensive wellness programmes
and initiatives. Our offerings include regular health assessments
and health management programmes aimed at ensuring every
employee prioritises their health and wellness. These initiatives
not only enhance efficiency and productivity but also contribute
to the overall well-being of our employees.

Additionally, we emphasise the health and safety of our
employees through regular fire audits and adherence to safety
protocols, ensuring a secure and compliant workplace.

Learning

At ABSLAMC, learning is at the core of our commitment to
building a future-ready workforce. Guided by the 70-20-10
principle-developing people through Experience, Exposure, and
Education-we have built an integrated learning ecosystem that
seamlessly blends functional training, leadership development,
and behavioural competencies.

Our learning programs are delivered through a variety of
formats including classroom sessions, virtual workshops,
digital modules and app-based learning, making development
accessible, flexible and engaging for all employees.

To support evolving business needs, we''ve implemented a
dedicated learning framework for our sales teams enhanced
with advanced tools such as 2-Way GenAI Role Play and our
in-house Succeedo BOT, focused on building sales excellence. For
frontline managers, we offer a structured program focused on
building managerial capabilities aimed at improving performance
consistency and people management. These managers also
lead product teach-back sessions with their teams, thereby
accelerating team readiness and productivity.

To encourage continuous self-development, employees have
access to globally recognised platforms such as Coursera,
enabling employees to explore new domains and upskill at their
own pace. We also support the pursuit of accredited courses
and specialised qualifications, aligned with individual career
goals and broader organisational objectives. Employees also
benefit from structured certification programs in regulatory
and compliance areas, reinforcing strong governance and
operational standards.

Through these initiatives, we are fostering a culture of lifelong
learning, aligning personal development with business success
and empowering our people to navigate today''s challenges while
preparing for tomorrow''s opportunities.

SECRETARIAL STANDARDS

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

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations
2015, as amended, the Company has a Code of Conduct
on Prohibition of Insider Trading for Securities of
Aditya Birla Sun Life AMC Limited and a Code of Practice and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information. The details of which are covered in the Corporate
Governance Report, which forms part of this Annual Report.

AWARDS AND CERTIFICATIONS

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

• E4M Martech India Awards 2024: Best use of Predictive
analytics or intent technology

• E4M CX India Awards: Best Customer Experience- BFSI

• 15^th Edition of Indian Digital Marketing Awards (IDMA)
2024: Silver for Most Effective use of AI, Data Analytics, and
Machine Learning for Campaign & Business Optimization

• ACEF Global Customer Engagement: Gold for Best Email
Marketing Innovations using the AI-ML driven model & Silver
for Data-Driven Marketing

• The Customer Fest Awards 2024: Silver for best use of AI
to enhance Customer Experience

• Nivesh Manthan Awards 2024: Best MF House in Overall
Investor Education, Best MF House in Web Category,
Best MF House in Webinars Category

• The 17^th Edition Customer Fest Leadership Awards 2024:

Best Loyalty Program, Best Brand to Brand Partnership in
Loyalty, Best Customer Experience, Customer Experience
Team of the Year

• Asia Asset Management: 2024 Best of the Best Awards
- India: Best Investor Education, Special 30^th Anniversary
Edition: Best Asset Management Company (30 years)

OTHER DISCLOSURES

In terms of applicable provisions of the Act, the Company

discloses that during the financial year under review:

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

ii. there was no public issue, rights issue, bonus issue or
preferential issue, etc.

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

iv. there was no transfer of unpaid or unclaimed dividend
amount to Investor Education and Protection Fund (IEPF).

v. there were no significant or material orders passed by the
Regulators or Hon''ble Courts or Tribunals impacting the
going concern status of the Company and its operations
in future.

vi. there was no application made or proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016, as amended.

vii. there were no failures to implement any Corporate Action.

viii. there were no borrowings from Banks or Financial
Institutions and no instance of one-time settlement with
any Bank or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors take this opportunity to express their appreciation
for the support and co-operation extended by our various
partners and other business associates. The Directors gratefully
acknowledge the ongoing co-operation and support provided by
all Statutory and Regulatory Authorities.

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

The Board would like to thank Aditya Birla Group and
Sun Life Financial Inc., for their constant support, guidance and
co-operation.

The Board would also like to express sincere appreciation for the
continued support, guidance and assistance from the Trustees
of Aditya Birla Sun Life Mutual Fund, Securities and Exchange
Board of India, Reserve Bank of India, Financial Intelligence
Unit (FIU-IND), Association of Mutual Funds in India (AMFI),
Stock Exchanges, Depositories, Clearing Corporations,
Depository Participants, Custodians, Bankers, Registrars &
Share Transfer Agents, Distributors & Agents, Central and State
Governments and other Regulatory Bodies, business associates
& other service providers and the Shareholders who have always
supported and helped the Company to achieve its objectives.

For and on behalf of the Board of Directors
Aditya Birla Sun Life AMC Limited

Vishakha Mulye A. Balasubramanian

Non-Executive Director Managing Director & CEO

(DIN: 00203578) (DIN: 02928193)

Place: Mumbai
Date: 28^th April, 2025

---

Mar 31, 2024

The Board of Directors of Aditya Birla Sun Life AMC Limited (the "Company" or "ABSLAMC") are pleased to present the 30^th (Thirtieth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year ended 31^st March, 2024 ("financial year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

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

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

(Rs. in Crore)
Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations (Fees and Commission)	1,353.19	1,226.61	1,330.18	1,205.23
Profit Before Share of exceptional items and Tax	1,008.15	793.86	1,002.02	788.41
Exceptional Items	-	-	-	-
Profit/ (Loss) Before Tax	1,008.15	793.86	1,002.02	788.41
Tax Expense	227.79	197.48	227.79	197.48
Profit/ (Loss) after Tax Attributable to:	780.36	596.38	774.23	590.93
Owners of the Company	780.36	596.38	774.23	590.93
Non-Controlling Interest	-	-	-	-
Other Comprehensive Income Attributable	(0.40)	5.48	(0.61)	(1.26)
Total Comprehensive Income Attributable to:	779.96	601.86	773.62	589.67
Owners of the Company	779.96	601.86	773.62	589.67
Non-Controlling Interest	-	-	-	-
Profit/ (Loss) Attributable to Owners of the Company	779.96	601.86	773.62	589.67

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards ("IND AS") as notified under Sections 129 and 133 of the Companies Act, 2013 (the "Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

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

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

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

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

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

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

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

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

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

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

ACCOUNTING METHOD

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

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

The Audited Financial Statements of the Company as stated above and the Financial Statements of each of the Subsidiaries of the Company, are available on the Company''s website at https://mutualfund.adityabirlacapital.com/shareholders/ annual-reports.

MATERIAL EVENTS DURING THE YEAR Offer For Sale of Equity Shares of the Company

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

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

Holding Company

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

Subsidiaries

The Company has 5 (five) foreign subsidiaries including a step- down subsidiary (subsidiary by virtue of holding management shares) as on 31^st March, 2024. As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company''s website at https://mutualfund.adityabirlacapital.com/-/media/ bsl/files/resources/policies-and-codes/policy-on-materiality-of-subsidiary.pdf During the financial year under review, the Company did not have any material subsidiaries.

Joint Ventures/Associates

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

TRANSFER TO RESERVES

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

DIVIDEND

The Board of Directors have recommended payment of dividend of ? 13.50 per equity share of face value of ? 5 each for the financial year ended 31^st March, 2024, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company. Accordingly, the dividend pay-out for the financial year 2023-24 would amount to approx. ? 389 Crore.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. 1^st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Shareholders at prescribed rates as per the Income-tax Act, 1961.

The dividend recommended is in line with the Company''s Dividend Distribution Policy, which is available on the Company''s website at https://mutualfund.adityabirlacapital.com/-/media/ bsl/files/resources/policies-and-codes/abslamc-dividend-distrihution-policy--0R1021.pdf.

SHARE CAPITAL

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

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

DEPOSITORY

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

INVESTMENT IN SUBSIDIARIES

During the financial year under review, the Company had not infused capital in its subsidiaries. Further, details of investment in subsidiaries are stated in the Notes to the Financial Statements forming part of this Annual Report.

PUBLIC DEPOSITS

The Company, being an Asset Management Company, primarily governed by SEBI (Mutual Funds) Regulations, 1996 has not accepted any deposits from the public during the financial year under review, in accordance with Section 73 and 74 read with the Chapter V of the Act.

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

The details of loans and guarantees given, investments made or security provided, if any, during the financial year under review pursuant to the Section 186 of the Act are provided in the Notes to the Financial Statements forming part of this Annual Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company is in financial services industry and does not consume high levels of energy. However, regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods. The particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Company''s activities.

However, some of the steps taken by the Company for conservation of energy includes:

• The Company is committed to reducing negative environmental impact.

• The Company has tied up with ViaGreen, an organisation that helps us in waste management and recycling.

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

• As a step towards further reducing the environmental impact, the documents for Board and Committee Meetings of the Company are transmitted electronically using a secure web-based application, thereby saving paper.

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings during the financial year under review was ? 5.01 Crore as compared to ? 4.33 Crore during the previous financial year. The foreign exchange expenditure during the financial year under review was ? 19.43 Crore as compared to ? 16.51 Crore during the previous financial year.

PARTICULARS OF EMPLOYEES

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

Details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants, excluding the aforesaid details which shall be made available for inspection by the Members. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard or send an email to [e-mail].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Company has published Business Responsibility and Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective for the financial year ended 31^st March, 2024, which forms part of this Annual Report. The said report is also available on the Company''s website at https://mutualfund. adityabirlacapital.com/shareholders/annual-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

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

EMPLOYEE STOCK OPTION PLAN

Employee Stock Options have been recognised as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long-term wealth in the hands of employees, thereby acting as a retention tool.

In view of above, the Company has adopted "Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021" ("ESOP Scheme 2021") for the benefit of the employees of the

Company and its Subsidiaries. During the financial year under review, the Company has granted 114,388 Stock Options in aggregate comprising of 102,937 Options and 11,451 Restricted Stock Units to the eligible employees under ESOP Scheme 2021.

There were no material changes made to the ESOP Scheme 2021 during the financial year under review. The details/disclosure(s) on the ESOP Scheme 2021 as required to be disclosed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company''s website at https://mutualfund.adityabirlacapital.com/sharRholders/ annual-reports. The certificate from the Secretarial Auditor of the Company on the implementation of the ESOP Scheme 2021 will be made available at the ensuing AGM of the Company for inspection by the Shareholders.

Further, Aditya Birla Capital Limited ("ABCL") had adopted "Aditya Birla Capital Limited Employee Stock Option Scheme 2017" ("Scheme 2017") and "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022" ("Scheme 2022") for the benefit of the employees of ABCL/ its Subsidiaries/Group Companies. The benefits of the said Schemes are extended to the permanent employees in the Management cadre of the Company.

Employee Stock Appreciation Rights Scheme

The Company had adopted a long-term incentive plan namely, "Aditya Birla Sun Life AMC Limited Stock Appreciation Rights Scheme 2022" ("SAR 2022") for the welfare of the employees of the Company and its subsidiaries. Under SAR 2022, cash incentive benefits are provided to the eligible employees through grant of Stock Appreciation Rights. The Company has not granted any Stock Appreciation Rights as on 31^st March, 2024.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The certificate from M/s. N L Bhatia & Associates, Practicing Company Secretaries, on compliance with the requirements of Corporate Governance is enclosed as Annexure II to the Board''s Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES

A report on the performance and financial position of the Company''s Subsidiaries as per Section 129(3) of the Act read with the rules made thereunder in the prescribed Form AOC-1 is enclosed as Annexure III to the Board''s Report.

RISK MANAGEMENT

Risk Management is at the core of the business and ensuring the right risk return trade off in keeping with risk appetite is the essence of Risk Management. Company''s robust risk management framework monitors firm-wide Governance, Risk and Compliance. The Risk Management philosophy focusses on the following organisational structure to manage risks through the following three lines of defence:

First Line is the Management (Functional Heads/Process Owners) that has the primary responsibility to own and manage risks associated with day-to-day operational activities. The Second Line function enables the identification of emerging risks in daily operation of the business. It does this by providing compliance and oversight in the form of framework, policies, tools, and techniques to support risk and compliance management. Third-Line function provides objective and independent assurance through audits.

The Board has constituted a Risk Management Committee as required under SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996 to frame, implement and monitor the risk management plan of the Company and the Schemes of the Mutual Fund.

The objectives and scope of the Risk Management Committee broadly include:

• Risk Identification;

• Risk Assessment;

• Risk Response and Risk Management strategy; and

• Risk Monitoring, Communication and Reporting.

Over the years, the Company has built a strong Risk Management Framework supported by well-established policies and procedures and a talented pool of risk professionals.

Further, the Company has adopted the Risk Management Framework prescribed by SEBI through circular dated 27^th September, 2021. Through this framework, the Company has devised the mechanism for identifying and measuring the

AMC level and Mutual Fund''s Scheme level risk appetite and has also setup a robust risk control assessment mechanism to report key emerging risks and control environment at functional level to the Management and the Board of the Company.

The Company has an enterprise risk management framework in place, which includes key risk management activities such as risk identification, risk assessment, risk response and risk management strategy. The identified risks are evaluated and managed by either avoidance, transfer, mitigation or retention. The risks faced can be broadly classified as reputation risk, people risk, regulatory risk, operational risk, investment risk, strategic risk and business risk. Close monitoring and control processes, including the establishment of appropriate key risk indicators and key performance indicators are put in place to ensure that risk profiles are managed within limits.

The Company''s Investment function operates under the Investment Governance framework approved by the Investment Committee and the Board. The framework helps in not only ensuring regulatory compliance but also provides the framework for management and mitigation of the risks associated with investments.

The Company has implemented an Operational Risk Management framework to manage specific risks that may arise from inadequate or failed internal processes, people, systems, or external events. To manage and control such risks, the Company uses various tools including self-assessments, operational risk alerts and key risk indicator monitoring. The Company recognises that information is a critical business asset and, accordingly, the Company has an information security and cyber security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation.

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

The detailed Risk Management framework is enclosed as Annexure IV to the Board''s Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and at arm''s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable.

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

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

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large. The details of transactions with related parties of the Company for the financial year under review, are given in Notes to the Financial Statements, which forms part of this Annual Report.

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

INTERNAL FINANCIAL CONTROLS

The Company has well-established internal control systems in place which commensurate with the nature of its business and size and scale and complexity of its operations. Standard operating procedures (SOP) and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated. Internal audits are undertaken on periodic basis to independently validate the existing controls as per scope assigned to Internal Audit Function. The Internal audit program is approved by the Audit Committee at the beginning of the year to ensure that the

coverage of the areas is adequate. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations. During the financial year under review, no material or serious observation was identified for inefficacy or inadequacy of such controls.

The Company also periodically engages outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the Management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organisation''s risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

The internal audit plan is developed based on the risk profile of business activities of the organisation. The audit plan covers process audits at the head office and across various branches of the organisation. The Internal audits are carried out by an independent external firm. The audit plan is approved by the Audit Committee, which regularly reviews the compliance to the plan.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. in the preparation of the Annual Accounts for the financial

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

ii. the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for financial year ended on that date;

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

iv. the Directors had prepared the Statement of Accounts for the financial year ended 31^st March, 2024 on a ''going concern basis'';

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board of Directors of the Company comprised of 9 (nine) Directors including 1 (one) Woman Independent Director.

Appointment/Re-appointment

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

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

Resignation

Mr. Kumar Mangalam Birla, Chairman (Non-Executive Director) of the Company resigned w.e.f. close of business hours of 19^th April, 2023. Mr. Harish Engineer, Non-Executive Independent Director of the Company, resigned w.e.f. 30^th April, 2023 due to pre-occupation. There was no material reason for his resignation. The Board placed on record its sincere appreciation for the valuable contributions made by Mr. Kumar Mangalam Birla and Mr. Harish Engineer during their association with the Company.

Retirement by Rotation

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Mr. Amrit Kanwal, Non-Executive Director retires from the Board by rotation and being eligible, offers himself for re-appointment at the ensuing AGM of the Company. The Nomination, Remuneration and Compensation Committee of the Company, and the Board of Directors have recommended the re-appointment of Mr. Amrit Kanwal as a Non-Executive Director of the Company at the ensuing AGM.

The information as required to be disclosed under Regulation 36(3) of the SEBI Listing Regulations and provisions of Secretarial Standard-2 on the General Meetings issued by the Institute of Company Secretaries of India, in case of aforesaid re-appointments of Directors is provided in the Notice of the ensuing AGM.

Declaration by Independent Directors

All Independent Directors have submitted the declaration of Independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective Independent judgment and without any external influence. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold the highest standards of integrity.

The Independent Directors have also confirmed their registration with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in compliance with requirements of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. A. Balasubramanian, Managing Director & Chief Executive Officer (CEO), Mr. Parag Joglekar, Chief Financial Officer (CFO) and Mr. Prateek Savla, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

Ms. Hemanti Wadhwa ceased as Chief Compliance Officer and Company Secretary (KMP) of the Company w.e.f. 26^th April, 2024. Further, Mr. Prateek Savla was appointed as a Company Secretary and Compliance Officer (KMP) of the Company as per the SEBI Listing Regulations w.e.f. 26^th April, 2024.

FIT AND PROPER CRITERIA

All the Directors meet the fit and proper criteria as stipulated under SEBI (Mutual Funds) Regulations, 1996 and SEBI (Intermediaries) Regulations, 2008 (as amended from time to time).

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of the Company comprises contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

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

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Board of Directors have carried out an annual performance evaluation of the Board as-a-whole, performance of various Committees of the Board and Individual Directors. A separate meeting of the Independent Directors was also held during the financial year under review for the evaluation of the performance of Non-Independent Directors and performance of the Board as-a-whole. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. Non-Executive Directors and Independent Directors demonstrate a strong understanding of the Company and its requirements. They keep themselves current on the areas to be discussed at the Board Meetings. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities.

MEETINGS OF THE BOARD AND ITS COMMITTEES Board

The Board meets at regular intervals, inter alia, to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 7 (Seven) times on 27^th April, 2023, 26^th July, 2023, 26^th October, 2023, 28^th November, 2023, 11^th December, 2023, 29^th January, 2024 and 18^th March, 2024.

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

Audit Committee

The Board of Directors has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996.

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

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

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

Nomination, Remuneration and Compensation Committee

The Board of Directors has constituted a Nomination, Remuneration and Compensation Committee ("NRCC"), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

The NRCC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, which is enclosed as Annexure V to the Board''s Report and the same is uploaded on the website of the Company at https://mutualfund. adityabirlacapital.com/-/media/bsl/files/resources/policies-and-codes/executive-remuneration-policy-amc.pdf

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

Other Board Committees

The Board of Directors have also constituted the following Committees of the Board under the relevant provisions of the Act read with the applicable SEBI laws:

• Risk Management Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Unit Holder Protection Committee

Details of mandatory Committees of the Board as per the Act SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996 are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

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

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, S. R. Batliboi & Co. LLP, Chartered

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

As per the provisions of Section 139 of the Act, the firm of Statutory Auditors can be re-appointed for a further period of

5 years. Based on the recommendation of the Audit Committee, the Board has recommended the re-appointment of S.R. Batliboi

6 Co. LLP for a second term of 5 years from the conclusion of ensuing AGM till the conclusion of 35^th AGM of the Company to be held in the year 2029. S.R. Batliboi & Co. LLP have confirmed their eligibility and qualifications required under the Act for re-appointment as Statutory Auditors of the Company.

Accordingly, the resolution proposing the re-appointment of S.R. Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors for a second term of 5 years pursuant to Section 139 of the Act forms part of the Notice of ensuing AGM.

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

Secretarial Auditors

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, is enclosed as Annexure VI to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

The Annual Secretarial Compliance Report received from M/s. N. L. Bhatia & Associates, Practicing Company Secretaries for the financial year under review, pursuant to the Regulation 24A of the SEBI Listing Regulations is available on the website of the Company and can be accessed at https://mutualfund. adit ya birlacapital.com/-/media/bsl/files/resources/ shareholder-intimation/secretarial-compliance-report-for-the-year-ended-march-31-2024.pdf.

Cost Audit

The provisions of maintenance of Cost Records and Cost Audit as prescribed under Section 148 of the Act, are not applicable to the Company.

Reporting of Frauds by Auditors

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

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and Rules made thereunder, the Board of Directors have a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy ("CSR Policy") indicating the CSR activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the Company''s website at https://mutualfund.adityabirlacapital.com/-/media/bsl/ filas/rasourcas/csr/ahslamc-ravisari-csr-policy.prif.

During the financial year 2023-24, the Company spent ? 13.52 Crore on various CSR projects including overhead costs and Impact Assessment cost. The annual report on CSR activities for financial year 2023-24 as per the Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is enclosed as Annexure VII to the Board''s Report.

WHISTLE-BLOWER POLICY/ VIGIL MECHANISM

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

The said policy is available on the Company''s website at https://mutualfund.adityabirlacapital.com/-/media/bsl/files/ resources/policies-and-codes/whistleblower policy amc final 030624.pdf.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act''). An Internal Committee has been set up to redress and resolve complaints, if any, received regarding sexual harassment of women. The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the financial year under review, one complaint was received, which was pending as on 31^st March, 2024 pursuant to the provisions of the POSH Act.

HUMAN RESOURCES

The Company has always aspired to be an organisation and a workplace which attracts, retains, and provides a canvas for talent to operate.

The Company believes that meaning at work is created when people relate to the purpose of the organisation, feel connected to their leaders and have a sense of belonging. Our focus stays strong on providing our people a work environment that welcomes diversity, nurtures positive relationships and a culture grounded in our core values, provides challenging work assignments and provides opportunities based on meritocracy for people to grow, build and advance their careers with us in line with their aspirations.

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

Talent Management

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

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

Employee Wellness and Engagement

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

The Company continues to reinforce the importance of health and well-being through comprehensive wellness programmes and initiatives. Our offerings include regular health assessments and health management programmes aimed at ensuring every employee prioritises their health and wellness. These initiatives not only enhance efficiency and productivity but also contribute to the overall well-being of our employees.

Additionally, we emphasise the health and safety of our employees through regular fire audits and adherence to safety protocols, ensuring a secure and compliant workplace.

Learning

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

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

SECRETARIAL STANDARDS

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

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has a Code of Conduct on Prohibition of Insider Trading for Securities of Aditya Birla Sun Life AMC Limited and a Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The details of which are covered in the Corporate Governance Report, which forms a part of this Annual Report.

AWARDS AND CERTIFICATIONS

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

• Outlook Money Award - Best Innovator in Investor Education

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

• National Awards for Excellence in Branding and Marketing

- Samriddhi - Magazine - Best In- House Magazine Award

• Stars of the Industry Awards - Nivesh Mahakumbh

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

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

• Mobexx Summit Awards 2023 - Mobile Advertising Excellence in Native Advertising

• IAMAI award - Best use of Native Advertising

• IAMAI award - Best user experience in an app

• Digixx Summit Awards - Programmatic and performance marketing

• Digixx Summit Awards - Best use of Native Advertising

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

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

OTHER DISCLOSURES

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

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

ii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

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

iv. there was no transfer of unpaid or unclaimed dividend amount to Investor Education and Protection Fund (IEPF).

v. there were no significant or material orders passed by the Regulators or Hon''ble Courts or Tribunals impacting the going concern status of the Company and its operations in future.

vi. there was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, as amended.

vii. there were no failures to implement any Corporate Action.

viii. there were no borrowings from Banks or Financial Institutions and no instance of one-time settlement with any Bank or financial Institutions.

ACKNOWLEDGEMENTS

The Directors take this opportunity to express their appreciation for the support and co-operation extended by our various partners and other business associates. The Directors gratefully acknowledge the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

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

The Board would like to thank Aditya Birla Group and Sun Life Financial Inc., for their constant support, guidance and co- operation.

The Board would also like to express sincere appreciation for the continued support, guidance and assistance from the Trustees of Aditya Birla Sun Life Mutual Fund, Securities and Exchange Board of India, Reserve Bank of India, Financial Intelligence Unit (FIU-IND), Association of Mutual Funds in India (AMFI), Stock Exchanges, Depositories, Clearing Corporations, Depository Participants, Custodians, Bankers, Registrars & Transfer Agents, Distributors & Agents, Central and State Governments and other Regulatory Bodies, business associates & other service providers and the Shareholders who have always supported and helped the Company to achieve its objectives.

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Mar 31, 2023

The Board of Directors of Aditya Birla Sun Life AMC Limited (the “Company” or “ABSLAMC”) are pleased to present the 29^th (Twenty Ninth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year ended 31^st March, 2023 (“financial year under review”).

FINANCIAL SUMMARY AND HIGHLIGHTS

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

The Company’s financial performance for the financial year ended 31^st March, 2023 as compared to the previous financial year ended 31^st March, 2022 is summarised below:

(f in Crore)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations (Fees and Commission)	1,226.61	1,292.96	1,205.23	1,263.47
Profit Before Share of Exceptional Items and Tax	793.86	894.7	788.41	882.28
Exceptional Items	-	-	-	-
Profit / (Loss) Before Tax	793.86	894.7	788.41	882.28
Tax Expense	197.48	221.93	197.48	221.92
Profit / (Loss) after Tax Attributable to:	596.38	672.77	590.93	660.36
Owners of the Company	596.38	672.77	590.93	660.36
Non-Controlling Interest	-	-	-	-
Other Comprehensive Income Attributable	5.49	2.63	(1.25)	0.63
Total Comprehensive Income Attributable to:	601.87	675.4	589.68	660.99
Owners of the Company	601.87	675.4	589.68	660.99
Non-Controlling Interest	-	-	-	-
Profit / (Loss) Attributable to Owners of the Company	601.87	675.4	589.68	660.99

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards (“IND AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended.

The Financial Statements of the Company are consolidated with that of Aditya Birla Capital Limited (“ABCL”), the Holding Company which has adopted IND AS. The Company has also prepared and submitted to ABCL, the Financial Statements in IND AS Fair Value format.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

For the financial year ended 31^st March, 2023, on a Standalone basis, the total revenue of the Company was f 1,331.59 Crore and net profit was f 590.93 Crore.

Key Highlights of the Company''s performance for the financial year ended 31^st March, 2023 are as under:

• Overall Mutual Fund Quarterly Average Assets Under Management (QAAUM) in Q4 FY23 was f 275,204 Crore with a market share (excluding ETF) of 7.7%. Overall Mutual Fund Closing Assets Under Management was f 262,292 Crore.

• Mutual Fund Equity QAAUM in Q4 FY23 was f 115,827 Crore with market share of 5.6%. Equity Closing Assets Under Management was f 111,135 Crore.

• Mutual Fund Fixed Income QAAUM of the Company in Q4 FY23 was ? 159,377 Crore with market share of 10.6%.

• Consolidated Revenue of the Company for FY 2022-23 was ? 1,353.71 Crore as against ? 1,408.52 Crore in FY 2021-22.

• Consolidated Profit Before Tax for FY 2022-23 was ? 793.86 Crore as against ? 894.70 Crore in FY 2021-22.

• Consolidated Profit After Tax for FY 2022-23 was ? 596.38 Crore as against ? 672.77 Crore in FY 2021-22.

• Return on Equity for FY 2022-23 was 25.31% with a consistent dividend paying track record.

ACCOUNTING METHOD

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

In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2023, together with the Auditors’ Report forms part of this Annual Report.

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

MATERIAL EVENTS DURING THE YEAR

Approval received from International Financial Services Centres Authority (IFSCA) to act as Registered Fund Management Entity (Non-Retail) and carry out Alternative Investment Fund (AIF) and Portfolio Management Services (PMS) from Gujarat International Finance Tec-City (GIFT CITY), Gandhinagar

The Company has been granted approval by IFSCA on 28^th November, 2022 to act as “Registered Fund Management Entity (Non-Retail)” and carry out AIF and PMS through a branch office in International Financial Services Centre (IFSC) in India. The Company’s move of setting up a branch office at GIFT

CITY, Gandhinagar is a strategic step towards growth of its international business, to expand its reach and service global clients, including NRIs for investing in India.

HOLDING / SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

Holding Company

During the financial year under review, Grasim Industries Limited continued to remain the ultimate Holding Company and Aditya Birla Capital Limited continued to be the Holding Company of the Company. Grasim Industries Limited and Aditya Birla Capital Limited are listed at National Stock Exchange of India Limited and BSE Limited. As per Regulation 16(c) of the SEBI Listing Regulations, the Company is considered as a Material Subsidiary Company of Aditya Birla Capital Limited.

Subsidiaries

The Company had 5 (five) foreign subsidiaries including a step down subsidiary (subsidiary by virtue of holding management shares) as on 31^st March, 2023. As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company’s website at https://mutualfund.adityabirlacapital.com/-/media/bsl/ files/resources/policies-and-codes/policy-on-materiality-of-subsidiary.pdf. During the financial year under review, the Company did not have any material subsidiaries.

Joint Ventures/Associates

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

TRANSFER TO RESERVES

The Company had transferred ? 1.18 cores to the General Reserves for the financial year ended 31^st March, 2023.

DIVIDEND

During the financial year under review, the Company had declared an interim dividend of ? 5 per equity share of face value of ? 5 each amounting to an aggregate of ? 144 Crore which was paid to the Shareholders of the Company whose name appeared in the Company’s Register of Members as on record date 24^th March, 2023. Further, the Board of Directors have recommended payment of final dividend of ? 5.25 per equity share of face value of ? 5 each for the financial

year ended 31^st March, 2023, subject to the approval of the Shareholders at the 29^th Annual General Meeting. Accordingly, the total dividend pay-out pertaining to financial year 2022-23 i.e. interim dividend along with the final dividend (if declared) would amount to around ? 295 Crore.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. 1^st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Shareholders at prescribed rates as per the Income-tax Act, 1961.

The dividend declared/recommended is in accordance with the principles and criteria as set out in the Company’s policy on Dividend Distribution. The Dividend Distribution Policy of the Company is available on the Company’s website at https://mutualfund.adityabirlacapital.com/-/media/bsl/files/ resources/policies-and-codes/abslamc-dividend-distribution-policy--081021.pdf.

SHARE CAPITAL

As on 31^st March, 2023, the authorized share capital of the Company was ? 160 Crore comprising of 320,000,000 equity shares of ? 5 each and the paid-up equity share capital of the Company was ? 144 Crore comprising of 288,000,000 equity shares of ? 5 each. There was no change in paid-up equity share capital of the Company, during the financial year under review.

During the financial year under review, the Company did not issue any equity shares or convertible securities.

DEPOSITORY

As on 31^st March, 2023, the Company’s entire paid-up equity share capital was held in dematerialised mode. The Company’s equity shares are compulsorily tradable in electronic form.

INVESTMENT IN SUBSIDIARIES

During the financial year under review, the Company had not infused capital in its subsidiaries. Further, details of investment in subsidiaries are stated in the Notes to the Financial Statements forming part of this Annual Report.

PUBLIC DEPOSITS

The Company, being an Asset Management Company, primarily governed by SEBI (Mutual Funds) Regulations, 1996 has not accepted any deposits from the public during the financial year

under review, in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

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

Details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Act are provided in the Notes to the Financial Statements.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company is in financial services industry and does not consume high levels of energy. However, regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods. The particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Company’s activities.

However, some of the steps taken by the Company for conservation of energy include:

• The Company is committed to reducing negative environmental impact.

• The Company has tied up with ViaGreen, an organization that helps us in waste management and recycling.

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

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

• The energy saving measures taken also includes 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 nonrecyclable plastic in offices.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings during the financial year under review was ? 4.33 Crore as compared to ? 0.65 Crore during the previous year. The foreign exchange expenditure during the financial year under review was ? 16.51 Crore as compared to ? 14.40 Crore during the previous financial year.

PARTICULARS OF EMPLOYEES

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

Details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company / Depository Participants, excluding the aforesaid details which shall be made available for inspection by the Members. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard or send an email to [e-mail].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company forms part of the top 1000 listed entities on National Stock Exchange of India Limited and BSE Limited as on 31^st March, 2023. Accordingly, pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility and Sustainability Report forms part of this Annual Report, describing the initiatives taken by the Company from environmental, social and governance perspective. The said report is also available on the Company’s website at https://mutualfund.adityabirlacapital. com/shareholders/annual-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

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

EMPLOYEE STOCK OPTION PLAN

Employee Stock Options have been recognised as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees, thereby acting as a retention tool.

In view of above, the Company has adopted “Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021” (“ESOP Scheme 2021”) for the benefit of the employees of the Company and its Subsidiaries. During the financial year under review, the Company granted 658,529 Stock Options in aggregate, comprising of 645,337 Options and 13,192 Restricted Stock Units, to the eligible employee(s) under ESOP Scheme 2021.

There were no material changes made to the ESOP Scheme 2021 during the financial year under review. The details/ disclosure(s) on the aforesaid ESOP Scheme 2021 as required to be disclosed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company’s website at https://mutualfund.adityabirlacapital. com/shareholders/annual-reports. The certificate from the Secretarial Auditor of the Company on the implementation of the ESOP Scheme 2021 will be made available at the ensuing Annual General Meeting of the Company for inspection by the Shareholders.

Further, Aditya Birla Capital Limited (“ABCL”) had adopted “Aditya Birla Capital Limited Employee Stock Option Scheme 2017” (“Scheme 2017”) for the benefit of the employees of ABCL and its Subsidiaries. The Shareholders of ABCL, vide their resolution passed on 19^th July, 2017 had extended the benefits and coverage of the Scheme 2017 to the employees of its Subsidiary Companies. Thereafter, the Shareholders of the Company at its meeting held on 10^th August, 2017 had approved the extension of benefits of the Scheme 2017 to the permanent employees in the management cadre of the Company.

Employee Stock Appreciation Rights Scheme

During the financial year under review, the Company had adopted a long-term incentive plan namely, “Aditya Birla Sun Life AMC Limited Stock Appreciation Rights Scheme 2022” (‘SAR 2022’) for the welfare of its employees and those of its subsidiaries. Under SAR 2022, cash incentive benefits are provided to the eligible employees through grant of Stock Appreciation Rights. The Company has not granted any Stock Appreciation Rights as on 31^st March, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The requisite certificate from M/s. Makarand M. Joshi & Co., Practicing Company Secretaries on compliance with the requirements of Corporate Governance is enclosed as Annexure II to the Board’s Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES

A report on the performance and financial position of the Company’s Subsidiaries as per the Section 129(3) of the Act and the rules made thereunder in the prescribed Form AOC-1 is enclosed as Annexure III to the Board’s Report.

RISK MANAGEMENT

Risk Management is at the core of the business and ensuring the right risk return trade off in keeping with risk appetite is the essence of Risk Management. Company’s robust Risk Management Framework monitors firm-wide Governance, Risk and Compliance. The risk management philosophy focuses on the following organizational structure to manage risks through the following three lines of defense:

• First is the 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 its Risk & Compliance Function and the Risk Management Committees (RMCs); and

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

The Board has constituted a Risk Management Committee as required under Regulation 21 of the SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996 to frame, implement and monitor the risk management plan of the Company and the Schemes of the Mutual Fund.

The objectives and scope of the Risk Management Committee broadly include:

• Risk Identification;

• Risk Assessment;

• Risk Response and Risk Management Strategy; and

• Risk Monitoring, Communication and Reporting.

Over the years, the Company has built a strong Risk Management Framework supported by well-established policies and procedures and a talented pool of Risk Professionals.

Further, the Company has adopted the Risk Management Framework prescribed by SEBI through circular dated 27^th September, 2021. Through this framework, the Company has devised the mechanism for identifying and measuring the Company level and Mutual Fund’s Scheme level risk appetite and setup a robust risk control assessment mechanism to report key emerging risks and control environment at functional level to the Management and the Board of the Company.

The Company has an Enterprise Risk Management Framework in place, which includes key risk management activities such as risk identification, risk assessment, risk response and risk management strategy. The identified risks are evaluated and managed by either avoidance, transfer, mitigation or retention. The risks faced can be broadly classified as reputation risk, people risk, regulatory risk, operational risk, investment risk, strategic risk and business risk. Close monitoring and control processes, including the establishment of appropriate key risk indicators and key performance indicators are put in place to ensure that risk profiles are managed within policy limits.

The Company’s Investment function operates under the Investment Governance Framework approved by the Investment Committee and the Board. The framework helps in not only ensuring regulatory compliance but also provides the framework

for management and mitigation of the risks associated with investments.

The Company has implemented an Operational Risk Management Framework to manage specific risks that may arise from inadequate or failed internal processes, people, systems, or external events. To manage and control such risks, the Company uses various tools including self-assessments, operational risk event management and key risk indicator monitoring. The Company recognises that information is a critical business asset and accordingly, the Company has an Information Security and Cyber Security Framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organization.

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

The detailed Risk Management Framework is enclosed as Annexure IV to the Board’s Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on an arm’s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

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

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the stock exchanges on a half-yearly basis and published on the Company’s website at https://mutualfund.adityabirlacapital.com/shareholders/ announcements-and-updates

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large. The details of transactions with related parties of the Company for the financial year under review, are given in Notes to the Financial Statements, which forms part of this Annual Report.

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

INTERNAL FINANCIAL CONTROLS

The Company has well-established internal control systems in place which commensurate with the nature of its business and size and scale and complexity of its operations. Standard operating procedures (SOP) and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated. Internal audits are undertaken on periodic basis to independently validate the existing controls as per scope assigned to Internal Audit Function. The Internal Audit Plan is approved by the Audit Committee at the beginning of the year to ensure that the coverage of the areas is adequate. Internal Audit Reports are regularly reviewed by the Management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of Management actions and the progress of implementation of recommendations. During the financial year under review, no material or serious observation was identified for inefficacy or inadequacy of such controls.

The Company also periodically engages outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the Management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an adequate Internal Audit Framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

The Internal Audit Plan is developed based on the risk profile of business activities of the organization. The Audit Plan covers process audits at the head office and across various branches of the organization. The Internal Audits are carried out by an independent external firm and supported by an in-house internal audit team of the Company. The Audit Plan is approved by the Audit Committee, which regularly reviews the compliance to the plan.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed and there were no material departures from the same;

ii) the Directors had selected such accounting policies and applied them consistently and made 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 31^st March, 2023 and of the profit of the Company for financial year ended on that date;

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

iv) the Directors had prepared the Statement of Accounts for the financial year ended 31^st March, 2023 on a ‘going concern basis’;

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2023, the Board of Directors of the Company comprised of 10 (ten) Directors including 1 (one) Woman Independent Director.

Appointment

During the financial year under review, Mr. Amrit Kanwal was appointed as an Additional Director (Non-Executive), representative of Sun Life (India) AMC Investments Inc with effect from 26^th April, 2022. The said appointment of Mr. Amrit Kanwal as Non-Executive Director was approved by the Shareholders at the 28^th Annual General Meeting of the Company held on 21^st July, 2022, in accordance with the provisions of the Act and the SEBI Listing Regulations.

Mrs. Vishakha Mulye was appointed as an Additional Director (Non-Executive) representative of Aditya Birla Capital Limited with effect from 27^th October, 2022. The said appointment of Mrs. Vishakha Mulye as Non-Executive Director was approved by Shareholders vide resolution passed through postal ballot on 29^th December, 2022, in accordance with the provisions of the Act and the SEBI Listing Regulations. Further, Mr. Supratim Bandyopadhyay has been appointed as an Additional Director (Non-Executive Independent) with effect from 1^st June, 2023. Approval of the Shareholders is being sought at the ensuing Annual General Meeting for regularisation of appointment of Mr. Supratim Bandyopadhyay as Non-Executive Independent Director of the Company.

Resignation /Retirement

Mr. Harish Engineer resigned as an Independent Director with effect from 30^th April, 2023. Mr. Kumar Mangalam Birla, Chairman, (Non-Executive Director) of the Company resigned with effect from close of business hours of 19^th April, 2023. Mr. Ajay Srinivasan, Non-Executive Director representative of Aditya Birla Capital Limited resigned with effect from 4^th October 2022. Mr. Colm Freyne, Non-Executive Director, representative of Sun Life (India) AMC Investments Inc resigned with effect from 25^th April, 2022. There were no other material

reasons for resignation of the aforesaid Directors. Further, Mr. Bharat Patel retired as an Independent Director with effect from close of business hours of 26^th June, 2022, upon completion of his second term as an Independent Director.

The Board placed on record its sincere appreciation for the valuable contributions made by Mr. Harish Engineer, Mr. Kumar Mangalam Birla, Mr. Ajay Srinivasan, Mr. Colm Freyne and Mr. Bharat Patel during their tenure as Directors of the Company.

RETIREMENT BY ROTATION

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Mr. Sandeep Asthana, NonExecutive Director retires from the Board by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of Independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective Independent judgment and without any external influence. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold the highest standards of integrity.

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.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. A. Balasubramanian, Managing Director & Chief Executive Officer (CEO), Mr. Parag Joglekar, Chief Financial Officer (CFO) and Ms. Hemanti Wadhwa, Head - Legal, Compliance & Secretarial are the Key Managerial Personnel of the Company.

FIT AND PROPER CRITERIA

All the Directors meet the fit and proper criteria as stipulated under SEBI (Mutual Fund) Regulations, 1996 and SEBI (Intermediaries) Regulations, 2008 (as amended from time to time).

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, 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 Board of Directors have carried out an annual performance evaluation of the Board as-a-whole, performance of various Committees of the Board, Individual Directors, the Chairman and the Managing Director & CEO. A separate meeting of the Independent Directors was also held during the year under review for the evaluation of the performance of Non-Independent Directors, performance of the Board as-a-whole and that of 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 Directors were 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 law, 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.

MEETINGS OF THE BOARD AND ITS COMMITTEES

Board

The Board meets at regular intervals, inter-alia, to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 7 (Seven) times on 26^th April, 2022, 11^th May, 2022, 26^th July, 2022, 2^nd August, 2022, 27^th October, 2022, 27^th January, 2023 and 16^th March, 2023.

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

Audit Committee

The Board of Directors have constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act, SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996.

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

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

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

Nomination, Remuneration and Compensation Committee

The Board of Directors have constituted a Nomination, Remuneration and Compensation Committee (“NRCC”), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

The NRCC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, which is enclosed as Annexure V to the Board’s Report and the same is uploaded on the website of the Company at https://mutualfund. adityabirlacapital.com/-/media/bsl/files/resources/ policies-and-codes/executive-remuneration-policy-amc.pdf.

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

Other Board Committees

The Board of Directors have also constituted the following Committees of the Board under the relevant provisions of the Act read with the applicable SEBI laws:

• Risk Management Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Product Committee

Details of mandatory Committees of the Board as per the Act and SEBI Listing Regulations are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year 2022-23 is available on the Company’s website at https:// mutualfund.adityabirlacapital.com/shareholders/annual-reports

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, as amended, S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No.: 301003E/E300005) were appointed as Statutory Auditor of the Company for a term of 5 (Five) years

i.e. from the conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of the Company.

The observation(s) made in the Auditors’ Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s. Makarand M Joshi & Co, 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. Makarand M Joshi & Co, Practicing Company Secretaries, is enclosed as Annexure VI to the Board’s Report. The observation made in the Secretarial Audit Report is self-explanatory and therefore, do not call for any further comments.

The Annual Secretarial Compliance Report received from M/s. Makarand M Joshi & Co, Practicing Company Secretaries for the financial year under review, pursuant to the Regulation 24A of the SEBI Listing Regulations is available on the website of the Company and can be accessed at https://mutualfund. adityabirlacapital.com/-/media/bsl/f iles/re sources/ shareholder-intimation/secretarial-compliance-report-for-the-year-ended-march-31-2023.pdf.

COST AUDIT

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

REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, the Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the CSR activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the Company’s website at https://mutualfund.adityabirlacapital. com/-/media/bsl/files/resources/csr/abslamc-revised-csr-policy.pdf

As a part of its initiatives under CSR, the Company has undertaken projects in the areas of Education, Health and Women Empowerment & Sustainable Livelihood. The projects are also in line with the statutory requirements under the Act and Company’s CSR Policy.

During the financial year 2022-23, the Company had spent ? 114,800,000 on various CSR projects including overhead costs and Impact Assessment cost. The unspent CSR amount of ? 13,900,000 is towards ongoing CSR projects and the same has been transferred to the unspent CSR account and shall be spent as per the Annual CSR Plan for financial year 2022-23.

The Annual Report on CSR activities for financial year 2022-23 as per the Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is enclosed as Annexure VII to the Board’s Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

The said policy is available on the Company’s website at https://mutualfund.adityabirlacapital.com/-/media/bsl/ files/resources/policies-and-codes/whistleblower policy amc 200622.pdf.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment of women. 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. We further state that during the financial year under review, there were no complaints received/ cases filed / cases pending under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

aims to ensure that every employee invests in improving their health and wellness.

Learning

The Company’s learning interventions are focused to enable employees to do better in their roles. The Company has introduced various initiatives to enhance functional & behavioural capabilities of the employees. The Company’s Sales Learning Architecture is a sharper & stronger blend of Domain & Product knowledge, Selling skills & awareness of the sales process & tools like VYMO. Interventions are customised to suit requirements of new & existing employees of both sales & nonsales. While executing the initiatives, the Company leverages a blend of People, Classroom, Learning Journals, App based and Virtual training platforms to gain maximum impact.

An AI enabled learning app provides employees easy access to super personalized content that meets their unique individual requirements with the flexibility to learn anytime from anywhere. Over 31K relevant courses, videos & webinars were hosted on Gyanodaya Virtual Campus (GVC) which is Aditya Birla Group’s e-Learning platform, and these were leveraged by our employees to enhance their skills and knowledge.

SECRETARIAL STANDARDS

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

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has a Board approved Code of Conduct on Prohibition of Insider Trading for Securities of Aditya Birla Sun Life AMC Limited 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.

AWARDS AND CERTIFICATIONS

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

HUMAN RESOURCES

The Company has always aspired to be an organization and a workplace which attracts, retains, and provides a canvas for talent to operate.

The Company believes that meaning at work is created when people relate to the purpose of the organization, feel connected to their leaders and have a sense of belonging. Our focus stays strong on providing our people a work environment that welcomes diversity, nurtures positive relationships, provides challenging work assignments and provides opportunities based on meritocracy for people to grow and build their careers with us in line with their aspirations.

As on 31^st March, 2023, the employee strength of the Company was 1205.

Talent Management

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

During the financial year under review, Structural changes were undertaken to strengthen the Retail Sales function by aligning people’s aspiration to their career goals thereby building organizational capabilities and providing larger roles to talent pool members.

Employee Wellness and Engagement

The Company constantly strives to provide a happy, vibrant and engaging work environment. The Company welcomed back its employees to work and significant attention was given to help them restart and settle comfortably through support mechanisms and flexibility. Revitalising a culture of connect and camaraderie has been yet another area of significant attention of the Company.

The Company continues to reinforce the importance of health and wellbeing through wellness programs and initiatives like regular Health Assessments, Health Management Programs.

The Company’s comprehensive wellness program for employees launched last year gained impetus and saw greater uptake. With wider offerings and health management initiatives, the Company

• Best of the Best awards from Asia Asset Management

- Best Fund House for Investor Education - India

• OutLook Money - Innovative Approach in Investor Education

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

• Leadership Award Council - Investor Education in Mutual Funds Category

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

• Best of the Best awards from Asia Asset Management-

Fintech Innovation in Asset Management (India)

• Digital Strategy of the Year - In Digital Customer Experience Confex & Awards

• Best Digital Innovation of the Year - In Digital Customer Experience Confex & Awards

• Customer Experience Strategy of the Year - In Digital Customer Experience Confex & Awards

• IDC - Best in Future of Trust award at the IDC Future Enterprise Awards 2022

• Quantic - Best Technology Initiative of the Year - (Financial Services)

• Synnex - Best Cyber Security Innovator of the Year

• Krypton - Security Innovation of the Year

OTHER DISCLOSURES

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

i. There was no issue of shares to employees of the Company under Employee Stock Option Scheme of the Company.

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

iii. There was no rights issue or preferential issue, etc. during the year under review.

iv. There was no issue of shares with differential rights.

v. There was no transfer of un-paid or unclaimed dividend amount to Investor Education and Protection Fund (IEPF).

vi. There were no significant or material orders passed by the Regulators or Hon’ble Courts or Tribunals impacting the going concern status of the Company and its operations in future.

vii. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, as amended.

viii. There were no failures to implement any Corporate Action.

ix. There were no borrowings from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors take this opportunity to express their appreciation for the support and co-operation extended by our various partners and other business associates. The Directors gratefully acknowledge the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

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

The Board would like to thank the Aditya Birla Group and Sun Life Financial Inc., for their constant support, guidance and co-operation.

The Board would also like to express sincere appreciation for the continued support, guidance and assistance from the Trustees of Aditya Birla Sun Life Mutual Fund, Securities and Exchange Board of India, Reserve Bank of India, Financial Intelligence Unit (FIU-IND), Association of Mutual Funds in India (AMFI), Stock Exchanges, Depositories, Clearing Corporations, Depository Participants, Custodians, Bankers, Registrars & Transfer Agents, Distributors & Agents, business associates and other service providers who have always supported and helped the Company to achieve its objectives.

For and on behalf of the Board of Directors Aditya Birla Sun Life AMC Limited

Vishakha Mulye A. Balasubramanian

Non-Executive Director Managing Director & CEO

(DIN: 00203578) (DIN:02928193)

Date: 23^rd May, 2023 Place: Mumbai

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Mar 31, 2022

The Board of Directors of Aditya Birla Sun Life AMC Limited (“the Company” or “ABSLAMC”) are pleased to present the 28^th (Twenty Eighth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of the Company for the financial year ended 31^st March 2022 (“financial year under review”).

FINANCIAL SUMMARY AND HIGHLIGHTS

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

The Company’s financial performance for the financial year ended 31^st March 2022 as compared to the previous financial year ended 31^st March 2021 is summarised below:

('' In Cr)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from operations (Fees and Commission)	1,292.96	1,067.90	1,263.47	1,040.68
Profit before share of exceptional items and tax	894.70	695.89	882.28	685.43
Exceptional Items	-	-	-	-
Profit / (Loss) before Tax	894.70	695.89	882.28	685.43
Tax Expense	221.93	169.61	221.92	169.59
Profit / (Loss) after Tax Attributable to:	672.77	526.28	660.36	515.84
Owners of the Company	672.77	526.28	660.36	515.84
Non-Controlling Interest	-	-	-	-
Other Comprehensive Income Attributable	2.63	1.46	0.63	1.26
Total Comprehensive Income Attributable to:	675.40	527.74	660.99	517.10
Owners of the Company	675.40	527.74	660.99	517.10
Non-Controlling Interest	-	-	-	-
Profit / (Loss) attributable to owners of the Company	675.40	527.74	660.99	517.10

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards (“IND AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended.

The financial statements of the Company are consolidated with that of Aditya Birla Capital Limited (“ABCL”), the Holding Company which has adopted Ind AS. The Company has also prepared and submitted to ABCL, the financial statements in Ind AS Fair Value format.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

For the financial year ended 31^st March 2022, on a Standalone basis the total revenue of the Company was ?1379.03 crores and net profit was ?660.36 crores.

Key Highlights of the Company’s performance for the financial year ended 31^st March 2022 are as under:

• Overall Mutual Fund Quarterly Average Assets Under Management (QAAUM) reached ?2,95,805 crores representing a 10% Year on Year (Y-o-Y) growth in Q4 FY22 with a market share of 7.71%. Overall Mutual Fund Closing Assets Under Management grew by 7% Year on Year (Y-o-Y) to reach ?2,78,197 crores.

• Mutual Fund Equity QAAUM reached ?1,20,993 crores representing 25% Y-o-Y growth in Q4 FY22 with market share of 6.49%. Equity Closing Assets Under Management grew by 22% Year on Year (Y-o-Y) to reach ?1,17,638 crores.

• Equity QAAUM mix expanded to 41% (Previous year 36%).

• Mutual Fund Fixed Income QAAUM (excluding ETF) of the Company reached to ?1,73,592 crores in Q4 FY22 with market share of 11.14%.

• The revenue of the Company for FY 2021-22 was ?1,408.52 crores against FY 2020-21 revenue of ?1,205.84 crores (consolidated).

• The Company achieved for FY 2021-22 Profit before tax of ?894.70 crores against FY 2020-21 PBT of ?695.89 crores (consolidated).

• The Profit after tax for FY 2021-22 was ?672.77 crores against ?526.28 crores FY 2020-21 representing a 28% Year on Year (Y-o-Y) growth (Consolidated).

• FY22 Return on Equity (RoE) was at 34.5% with a consistent dividend paying track record.

ACCOUNTING METHOD

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

In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March 2022, together with the Auditors’ Report forms part of this Annual Report.

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

MATERIAL EVENTS DURING THE YEAR

Initial Public Offering (IPO)

The financial year 2021-22 has been historic for the Company as the Company came out with its IPO and diluted 13.50% of the paid-up equity share capital in favour of the public. Both the promoters of the Company i.e. Aditya Birla Capital Limited and Sun Life (India) AMC Investments Inc participated in the IPO by way of an Offer for Sale (“OFS") and diluted 0.99% & 12.51% of their holdings, respectively, in favour of the public.

Post IPO, Aditya Birla Capital Limited held 50.01% of the paid-up equity share capital of the Company and Sun Life (India) AMC Investments Inc held 36.49% of the paid-up equity share capital of the Company.

The equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited with effect from 11^th October 2021.

Impact on the Business Continuity of the Company and subsidiaries amidst the spread of COVID-19:

The outbreak of COVID-19 pandemic continued during FY 2021-22 with the second wave and third wave during the financial year under review.

The Company continued its operations under its respective Business Continuity Plans (BCP) and implemented a business normalization plan thereby mitigating the business impact. While following COVID-19 protocol as mandated by the Government, the Company gave utmost importance to the health and well-being of its employees and continued the operations in business continuity mode using technology and digital tools at all functional levels and serving customers at all locations.

Vaccination was identified as a key component in the fight against COVID-19 pandemic. To safeguard the health of the employees and their families, the Company also embarked on a vaccination drive for them and extended complete care and assistance at all levels during this pandemic time.

Towards the end of the financial year, COVID-19 infections started ebbing and conditions started normalizing resulting in resumption of normal business operations by the Company in line with staggered relaxations notified by the Government. The details of BCP with reference to COVID-19 are covered comprehensively under the Business Continuity section.

HOLDING/SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

Holding Company

During the financial year under review, Grasim Industries Limited continued to remain the ultimate Holding Company and Aditya Birla Capital Limited continued to be the Holding Company of the Company. Grasim Industries Limited and Aditya Birla Capital Limited are listed at National Stock Exchange of India Limited and BSE Limited. As per Regulation 16(c) of the SEBI Listing Regulations, the Company is a Material Subsidiary Company of Aditya Birla Capital Limited.

Subsidiaries

The Company had 5 (five) foreign subsidiaries including step down subsidiaries (subsidiary by virtue of holding management shares) as on 31^st March 2022. During the financial year under review, New Horizon Fund SPC ceased to be the step-down subsidiary of the Company with effect from 30^th September 2021.

As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company’s website at https://mutualfund. adityabirlacapital.com/-/media/bsl/files/resources/policies-and-codes/policv-on-materialitv-of-subsidiary.pdf. During the financial year under review, the Company did not have any material subsidiaries.

Further the Company received approval from International Financial Services Centres Authority (IFSCA) on 20^th January,

2022 to carry out Portfolio Management Services through a branch office in International Financial Services Centre (IFSC) in India. Accordingly, the Company has set up a branch office at the Gujarat International Finance Tec-City (GIFT City).

Joint Ventures/Associates

As per the provisions of the Act, the Company did not have any Joint Ventures/ Associates during the financial year under review.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2022, the Company did not transfer any amount to the General Reserves.

DIVIDEND

During the financial year under review, the Company had declared an interim dividend of ?5.6 per equity share of face value of ?5/- each amounting to an aggregate of ?161.28 crores which was paid to the shareholders of the Company whose name appeared in the Company’s register of members as on record date 8^th November 2021. Further, the Board of Directors have also recommended payment of final dividend of ?5.85 per equity share of face value of ?5/- each for the year ended 31^st March 2022, subject to the approval of the Members at the 28^th Annual General Meeting. Accordingly, the total dividend pay-out pertaining to financial year 2021-22 i.e. interim dividend along with the final dividend (if declared) would amount to ?329.76 crores.

The dividend declared/recommended is in accordance with the principles and criteria as set out in the Company''s policy on Dividend Distribution. The Dividend Distribution Policy of the Company is available on the Company''s website at https://mutualfund.adityabirlacapital.com/-/media/bsl/files/ resources/policies-and-codes/abslamc-dividend-distribution-policy--081021.pdf

SHARE CAPITAL

As on 31^st March 2022, the authorized share capital of the Company was ?160 crores comprising of 32,00,00,000 equity shares of ?5 each and the paid-up equity share capital of the Company was ?144 crores comprising of 28,80,00,000 equity shares of ?5 each.

During the financial year under review, the Members of the Company at the Extra Ordinary General Meeting (EGM) held on 6^th April 2021 had, inter-alia, approved:

• Sub-division of the authorised and paid-up equity share capital of the Company from face value of ?10 each to ?5 each

• Increase in authorised share capital of the Company from ?20 crores to ?160 crores comprising of 32,00,00,000 equity shares of ?5 each

• Issue of bonus equity shares of ?5 each in the ratio of 7:1.

During the financial year under review, the Company did not issue any convertible securities.

DEPOSITORY

As on 31^st March 2022, out of the Company’s paid-up equity share capital comprising of 28,80,00,000 equity shares, 28,79,99,999 equity shares (99.99%) were held in dematerialised mode. The Company’s equity shares are compulsorily tradable in electronic form.

INVESTMENT IN SUBSIDIARIES

During the financial year under review, the Company had not infused capital in its subsidiaries. Further, details of investment in subsidiaries are stated in the notes to the financial statements forming part of this Annual Report.

PUBLIC DEPOSITS

The Company, being an Asset Management Company, primarily governed by SEBI (Mutual Funds) Regulations, 1996 has not accepted any deposits from the public during the financial year under review, in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

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

During the financial year under review, the Company did not give any loans, guarantees or provided any security. Particulars of investments made during the year as required under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 forms a part of the Notes to the financial statements provided in this Annual Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Conservation of Energy:

The Company is in financial services industry and does not consume high levels of energy. However, regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods. With work from home on account of COVID-19, the Company has reduced considerable consumption of energy. The particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Company’s activities.

Some of the steps taken by the Company for conservation of energy include:

• The Company is committed to reducing negative environmental impact.

• The Company has tied up with ViaGreen, an organization that helps us in waste management and recycling.

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

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

Technology Absorption, Adaption and Innovation:

(i) Efforts made towards technology absorption:

During the financial year under review, the Company had undertaken the following initiatives:

1. Websites/Apps

Re-engineered customer journeys for Website/Apps to improve customer journeys, making it easier for investors to transact as well as self-service of service request with instant fulfilment.

2. Applications on Cloud

Cloud technologies have been adopted for applications and solutions, providing scalability, high availability, uptimes for key systems.

3. Voice BOTs

Automated Voice BOTs technology was implemented for Customer welcome calling and call centre agent feedback.

4. Omni Channel Experience-.

This Platform has been introduced for providing an omni channel experience, enabling investors to re-initiate digital journeys across assets, from the point they left off.

5. Application Performance Monitoring (APM)

An APM application was launched to enable code level visibility to take proactive measures to improve performance.

6. PMS App

The PMS application was upgraded to latest features for the PMS customers.

(ii) Benefits derived out of the above initiatives:

1. Moving applications to the Cloud has improved performance, and improved server response. This has also brought high availability and scalability.

2. Moving to Public Cloud resulted in saving cost due to flexible cost structure and improving speed to market.

3. Technology initiatives have resulted in improved NPS and investor/distributor satisfaction.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings during the financial year under review was ?0.16 crores as compared to ?2.38 crores during the previous year. The foreign exchange expenditure during the financial year under review was ?14.40 crores as compared to ?11.30 crores during the previous financial year.

PARTICULARS OF EMPLOYEES

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

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company / Depository Participants, excluding the aforesaid details which shall be made available for inspection by the members via electronic mode. 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 [e-mail].

BUSINESS RESPONSIBILITY REPORT (BRR)

The Company forms part of the top 1000 listed entities on BSE Limited and National Stock Exchange of India Limited as on 31^st March 2022. Accordingly, pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility Report forms part of this Annual Report, describing the initiatives taken by the Company from environmental, social and governance perspective. The report is also available on the Company’s website at https://mutualfund.adityabirlacapital. com/shareholders/annual-reports.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report.

CHANGE IN NATURE OF BUSINESS

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

EMPLOYEE STOCK OPTION PLAN

Employee Stock Options have been recognised as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees, thereby and acting as a retention tool.

In view of the above, the Members of the Company at the Extra Ordinary General Meeting (“EGM”) held on 6^th April 2021 and 15^th April 2021 had approved ‘Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021’ (“ESOP Scheme 2021”) to create, offer, issue and allot in one or more tranches under, such number of stock options (“Options”) and/ or restricted stock units (“RSUs”), not exceeding 46,08,000 equity shares being 1.60% of the paid-up equity share capital of the Company.

During the year under review, the ESOP Scheme 2021 was amended with the approval of the shareholders at the EGM held on 8^th September 2021, aligning it with the regulatory requirements in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations, 2021). Further, pursuant to Regulation 12 of the SEBI SBEB Regulations, 2021, post IPO of the Company, the ESOP Scheme 2021 was ratified by the shareholders, vide special resolution passed through Postal Ballot on 3^rd March 2022.

The details/disclosure(s) on the aforesaid ESOP Scheme 2021 as required to be disclosed under the SEBI SBEB Regulations, 2021 are available on the Company’s website at https://mutualfund.adityabirlacapital.com/shareholders/ annual-reports. The certificate from the Secretarial Auditor of the Company on the implementation of the Company’s ESOP Scheme 2021 will be made available via electronic mode at the ensuing Annual General Meeting of the Company for inspection by the Members.

Further, Aditya Birla Capital Limited (“ABCL”) had formulated “Aditya Birla Capital Limited Employee Stock Option Scheme 2017” (“Scheme 2017”) for the employees of ABCL and its Subsidiaries. The shareholders of ABCL, vide their resolution passed on 19^th July 2017 had extended the benefits and coverage of the Scheme 2017 to the employees of its Subsidiary Companies. Thereafter, the shareholders of the Company at its meeting held on 10^th August 2017 had approved the extension of benefits of the Scheme 2017 to the permanent employees in the management cadre of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The requisite certificate from M/s. Makarand M. Joshi & Co., Practising Company Secretaries on compliance with the requirements of Corporate Governance is enclosed as Annexure II to the Board’s Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES

A report on the performance and financial position of the Company’s Subsidiaries as per the Section 129(3) of the Act and the rules made thereunder in the prescribed Form AOC-1 is enclosed as Annexure III to the Board’s Report.

RISK MANAGEMENT

Risk Management is at the core of the business and ensuring the right risk return trade off in keeping with risk appetite is the essence of Risk Management. Company’s robust risk management framework monitors firm-wide Governance, Risk and Compliance. The risk management philosophy focusses on the following organizational structure to manage risks through the following three lines of defense:

• First is the 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 its Risk & Compliance Function, Managing Director & Chief Executive Officer and the Risk Management Committees (RMCs);

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

The Board has constituted a Risk Management Committee as required under Regulation 21 of the SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996 to frame, implement and monitor the risk management plan of the Company and the Schemes of the Mutual Fund.

The objectives and scope of the Risk Management Committee broadly include:

• Risk identification;

• Risk Assessment;

• Risk Response and Risk Management strategy; and

• Risk monitoring, communication and reporting.

The Management Discussion and Analysis Report sets out the risks identified, and the mitigation plans thereof.

The financial year 2021-22 witnessed disruption and challenges due to the pandemic and consequent lockdowns. The Company showed good resilience due to the strong Business Continuity Plan and Pandemic Plans in place. 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 the unprecedented challenges during the year and emerged stronger during these turbulent times.

Further, the Company has adopted the Risk Management Framework prescribed by SEBI through circular dated September 27, 2021. Through this framework, the Company has devised the mechanism for identifying and measuring the AMC level and Mutual Fund’s Scheme level risk appetite and setup a robust risk control assessment mechanism to report key emerging risks and control environment at functional level to the Management and the Board of the Company.

The Company has an enterprise risk management framework in place, which includes key risk management activities such as risk identification, risk assessment, risk response and risk management strategy. The identified risks are evaluated and managed by either avoidance, transfer, mitigation or retention. The risks faced can be broadly classified as reputation risk, people risk, regulatory risk, operational risk, investment risk, strategic risk and business risk. Close monitoring and control processes, including the establishment of appropriate key risk indicators and key performance indicators are put in place to ensure that risk profiles are managed within policy limits.

The Company’s Investment function operates under the Investment Governance framework approved by the Investment Committee and the Board. The framework helps in not only ensuring regulatory compliance but also provides the framework for management and mitigation of the risks associated with investments.

The Company has implemented an Operational Risk Management framework to manage specific risks that may arise from inadequate or failed internal processes, people, systems, or external events. To manage and control such risks, the Company uses various tools including self-assessments, operational risk event management and key risk indicator monitoring. The

Company recognises that information is a critical business asset and, accordingly, the Company has an information security and cyber security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organization.

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

The detailed Risk Management framework is enclosed as Annexure IV to the Board’s Report.

Business Continuity

The Company has a well-documented Business Continuity Management Programme which has been designed to ensure continuity of critical processes during any disruption.

The continual disruptions caused by the COVID 19 pandemic and frequent lockdowns tested the BCP of the Company, nevertheless, it continued to operate in line with the procedures outlined in its Business Continuity Plan, which was modified to take care of the evolving situation and a Pandemic Plan was developed keeping in view the interest of various stakeholders like employees, customers, partners, distributors, etc. within the overall regulatory requirements and guidelines. As a result, Company was able to continue to protect and serve customers while taking care of the health of their employees.

The Business Continuity Plan was also supplemented with a Business Normalisation plan. This enabled entities to resume Business Operations wherever the conditions normalised.

The Risk team and business functions worked closely on the resumption strategy and ensure functions seamlessly resume business operations in a hybrid manner enabling parallel work from Office and Home for Primary and Secondary personnel as identified under the BCP strategy.

The world seems to be moving beyond Pandemic now and all the offices of the Company and its subsidiaries have resumed normal business operations from its various offices located throughout the country. However, there is still an element of uncertainty from different Covid variants emerging globally. We continue to monitor the situation and will act in best interest of our stakeholders in case of any eventuality.

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

The Risk management team of the Company is keeping a look out on emerging Risk landscape and revisiting our strategies to deal with these risks and also to capitalize upon the opportunities presented in the new scenario.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on an arm’s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is 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 in the ordinary course of business and at arm’s length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the stock exchanges on a half-yearly basis and published on the Company’s website at https://mutualfund.aditvabirlacapital.com/shareholders/ announcements-and-updates.

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

The details of contracts and arrangements with related parties of the Company for the financial year under review, are given in notes to the Standalone Financial Statements, which forms part of this Annual Report. The Policy on Related Party Transactions, as approved by the Board, is available on the Company’s website at https://mutualfund.adityabirlacapital. com/-/media/bsl/files/resources/policies-and-codes/policy-on-related-party-transaction-060422.pdf.

INTERNAL FINANCIAL CONTROLS

The Company has well-established internal control systems in place which commensurate with the nature of its business and size and scale and complexity of its operations. Standard operating procedures (SOP) and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated. Internal audits are

undertaken on periodic basis to independently validate the existing controls as per scope assigned to Internal Audit Function. The Internal audit program is approved by the Audit Committee at the beginning of the year to ensure that the coverage of the areas is adequate. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations. During the financial year under review, no material or serious observation was identified for inefficacy or inadequacy of such controls.

The Company also periodically engages outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the Management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

The internal audit plan is developed based on the risk profile of business activities of the organization. The audit plan covers process audits at the head office and across various branches of the organization. The Internal audits are carried out by an independent external firm, the in-house internal audit team of the Company. The audit plan is approved by the Audit Committee, which regularly reviews the compliance to the plan.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i) in the preparation of the Annual Accounts for the financial year ended 31^st March 2022, the applicable accounting standards have been followed and there were no material departures from the same;

ii) the Directors had selected such accounting policies and applied them consistently and made 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 31^st March 2022 and of the profit of the Company for financial year ended on that date;

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

iv) the Directors had prepared the Statement of Accounts for the Financial Year ended 31^st March 2022 on a ‘going concern basis’;

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

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

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

As on 31^st March 2022, the Board of Directors of the Company (“the Board”) comprised of 11 Directors including 1 Woman Independent Director.

During the financial year under review, Mr. Sunder Rajan Raman (DIN: 02511138) and Mr. Ramesh Abhishek (DIN:07452293) were appointed as Additional Directors (Independent) for a term of 5 years with effect from 1^st January 2022 to 31^st December 2026. Further, Mr. Sunder Rajan Raman and Mr. Ramesh Abhishek were regularized as Independent Directors by the shareholders of the Company vide special resolution passed through postal ballot on 3^rd March 2022.

Mr. Bobby Parikh (DIN: 00019437) retired as an Independent Director with effect from close of business hours on 2^nd February 2022, upon completion of his tenure as an Independent Director of the Company. Mr. Sushobhan Sarker (DIN: 00088276) resigned as an Independent Director of the Company with effect from 6^th April 2021 due to personal reason. There was no material reason for resignation of Mr. Sushobhan Sarker.

Further, Mr. Amrit Kanwal (DIN:09545814) was appointed as an Additional Director (Non-Executive) representative of Sun Life (India) AMC Investments Inc with effect from 26^th April 2022. Mr. Colm Freyne (DIN:07627357) resigned as a Non-Executive Director, representative of Sun Life (India) AMC Investments Inc with effect from 25^th April 2022.

The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Sushobhan

Sarker, Mr. Bobby Parikh and Mr. Colm Freyne during their tenure as Director(s) of the Company.

Detailed information of the Directors is provided in the Corporate Governance Report, which forms part of this Annual Report.

RETIREMENT BY ROTATION

Pursuant to Section 152 of the Act read with the Articles of Association of the Company, Mr. Kumar Mangalam Birla (DIN:00012813), Chairman & Non-Executive Director retires by rotation and being eligible, offers himself for re-appointment at the 28^th Annual General Meeting of the Company. The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations in case of re-appointment of Mr. Kumar Mangalam Birla is provided in the Notice of the 28^th Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

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

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity. Further, all the Independent Directors have confirmed that in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director’s database as prescribed under the Act.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. A Balasubramanian, Managing Director & Chief Executive Officer (CEO), Mr. Parag Joglekar, Chief Financial Officer (CFO) and Ms. Hemanti Wadhwa, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

FIT AND PROPER CRITERIA

All the Directors meet the fit and proper criteria stipulated under SEBI (Mutual Fund) Regulations, 1996 and SEBI (Intermediaries) Regulations, 2008 (as amended from time to time).

ANNUAL PERFORMANCE EVALUATION

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, 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 Board of Directors have carried out an annual performance evaluation of the Board, performance of various Committees of the Board, Individual Directors, the Chairman and the Managing Director & CEO. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of 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. The details of the programme for familiarisation of the Independent Directors of the Company are available on the Company’s website at https://mutualfund. adityabirlacapital.com/-/media/bsl/files/resources/policies-and-codes/familiarisation-programme-for-independent-directors-r.pdf.

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 law, 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.

MEETINGS OF THE BOARD AND ITS COMMITTEES

Board

The Board meets at regular intervals, inter-alia, to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 15 (fifteen) times on 5^th April 2021, 14^th April 2021, 19^th April 2021, 8^th May 2021, 26^th July 2021, 6^th August 2021, 17^th August 2021, 8^th September 2021, 22^nd September 2021, 23^rd September 2021, 29^th September 2021, 4^th October 2021, 25^th October 2021, 25^th January 2022 and 16^th March 2022.

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

Audit Committee

The Board of Directors have 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.

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

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

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

Nomination, Remuneration and Compensation Committee

The Board of Directors have constituted a Nomination, Remuneration and Compensation Committee (“NRCC”), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

The NRCC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, which is enclosed as Annexure V to the Board’s Report and the same is uploaded on the website of the Company at https://mutualfund. adityabirlacapital.com/-/media/bsl/files/resources/policies-and-codes/07-executive-remuneration-policy-amc-081021. pdf. Further, details on the NRCC are provided in the Corporate Governance Report, which forms part of this Annual Report.

Other Board Committees

The Board of Directors have also constituted the following Committees of the Board under the relevant provisions of the Companies Act, 2013 read with applicable SEBI laws:

• Risk Management Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Product Committee

• Initial Public Offer (IPO) Committee

• Share Allotment Committee

Details of mandatory Committees of the Board as per the Act and SEBI Listing Regulations are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of 92(3) read with 134(3)(a) of the Act, the Annual Return in Form MGT-7 for the financial year 2021-22 is available on the Company’s website at https:// mutualfund.adityabirlacapital.com/shareholders/annual-reports.

AUDITORS

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. S. R. Batliboi & Co, LLP, Chartered Accountants, (Firm Registration No.: 301003E/E300005) were appointed as Statutory Auditor of the Company for a term of 5 (Five) years

i.e. from the conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of the Company.

The observation(s) made in the Auditors’ Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT

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 reappointed M/s. Makarand M Joshi & Co, 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. Makarand M Joshi & Co, Practicing Company Secretaries, is enclosed as Annexure VI to the Board’s Report.

The Secretarial Audit Report does not contain any observation, qualification, reservation or adverse remark.

The Secretarial Compliance Report as received from M/s. Makarand M Joshi & Co, Practicing Company Secretaries for the financial year ended 31^st March 2022, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of regulation 24A of the SEBI Listing Regulations, is available on the website of the Company and can be accessed at https:// mutualfund.adityabirlacapital.com/-/media/bsl/files/resources/ shareholder-intimation/secretarial-compliance-report.pdf

COST RECORDS AND AUDITORS

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

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, the Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the CSR activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is available on the Company’s website at https://mutualfund.adityabirlacapital.com/-/media/bsl/ files/resources/policies-and-codes/csr-policy-absl-amc-september-22-2020 clean-180421.pdf.

As a part of its initiatives under CSR, the Company has undertaken projects in the areas of Education, Health and Women Empowerment & Sustainable Livelihood. The projects are also in line with the statutory requirements under the Companies Act, 2013 and it’s CSR Policy.

During the financial year 2021-22, the Company had spent ? 6.66 crores on various CSR projects. The unspent CSR amount of ? 4.77 crores is towards various ongoing CSR projects and the same has been transferred to the unspent CSR account and shall be spent as per the annual CSR plan for FY 2021-22.

The Annual Report on CSR activities as per the Rule 8 of Companies (Corporate Social Responsibility Policy) Amendment Rules 2021 is enclosed as Annexure VII to to the Board’s Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

The said policy is available on the Company’s website at https://mutualfund.adityabirlacapital.com/-/media/bsl/files/ resources/policies-and-codes/whistleblower policy-amc.pdf.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment of women. 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. We further state that during the financial year under review, there were no complaints received/ cases filed / cases pending under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

The Company has always aspired to be an organization and a workplace which attracts, retains, and provides a canvas for talent to operate.

The Company believes that meaning at work is created when people relate to the purpose of the organization, feel connected to their leaders and have a sense of belonging. Our focus stays strong on providing our people a work environment that welcomes diversity, nurtures positive relationships, provides challenging work assignments and provides opportunities based on meritocracy for people to grow and build their careers with us in line with their aspirations.

As on 31^st March 2022, the employee strength of the Company was 982.

Talent Management

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

During the financial year under review, the Company has continuously recognised high talent, strengthened its structures, and provided higher responsibilities to talent. We have revamped our investment team by providing larger roles to existing leaders which will not only help us build a credible & stable equity franchise but also develop succession depth within the function.

Employee Wellness and Engagement

The Company constantly strives to provide a happy, vibrant and engaging work environment. The Company welcomed back its employees to work and significant attention was given to help them restart and settle comfortably through support mechanisms and flexibility.

Revitalising a culture of connect and camaraderie has been yet another area of significant attention of the Company.

The Company continues to reinforce the importance of health and wellbeing through wellness programs and initiatives. The Company had extended its support to employees and their family members through medical infrastructure support and assistance programs during Wave 2 and 3 of COVID. Assisting employees and their family members get access to the COVID vaccine was of prime importance. Through exclusive vaccination camps across office locations in India, the Company ensured a smooth and seamless process for its employees and their family members to get vaccinated.

The Company’s comprehensive wellness program for employees launched last year gained impetus and saw greater uptake. With wider offerings and health management initiatives, the Company aims to ensure that every employee invests in improving their health and wellness.

Learning

The Company’s learning interventions create an organisation wide impact as these are focused on enabling employees to do better at work. The Company has introduced various initiatives to enhance functional & behavioural capabilities of the employees. The Company’s Learning Architecture - ‘Birla Way Of Learning’ is a blend of functional and behavioural learning including managerial skills like GROW coaching and constructive feedback culture. While executing the initiative, the Company leverage a blend of People, Classroom, Digital Learning Journals (VYMO), App based and Virtual training platforms to gain maximum impact at minimum cost.

An AI enabled learning app provides employees easy access to super personalized content that meets their unique individual requirements with the flexibility to learn anytime from anywhere. Over 31K relevant courses, videos & webinars were hosted on Gyanodaya Virtual Campus (GVC) which is Aditya Birla Group''s e-Learning platform, and these were leveraged by our employees to enhance their skills and knowledge.

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA ("ICSI")

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

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has a Board approved policy/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.

AWARDS AND CERTIFICATIONS

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

i. Asia Asset Management 2022 - Best of the best awards

- Leaders in Asset Management in Asia -Mr. A Balasubramanian

- Best Investor Education (Investor Education)

- Fintech Innovation in Asset Management (Digital Team)

ii. Outlook Money Awards - Best Investor Education - Gold

iii. Business Leader of the Year Awards - Best Fund House for Investor Education

iv. ET BFSI Excellence Award - Best Digital Customer Experience - Investment Management

v. Business Standard - Medium to Long Duration Debt category - Fund Manager of the year-Mr. Bhupesh Bameta

vi. 14^th Customer Fest Leadership Awards (Privilege Club)

- Best use of Innovation in Loyalty Marketing

- Best overall Loyalty Program (Multi-Industry)

OTHER DISCLOSURES

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

i. There was no issue of shares to employees of the Company under Employee Stock Option Scheme of the Company.

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

iii. There was no rights issue or preferential issue, etc. during the year under review.

iv. There was no issue of shares with differential rights.

v. There was no transfer of un-paid or unclaimed dividend amount to Investor Education and Protection Fund (IEPF).

vi. There was no significant or material orders passed by the Regulators or Hon’ble Courts or Tribunals which impact the going concern status and Company’s operations in future.

vii. There were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

viii. There were no failures to implement any Corporate Action.

xi. There were no borrowings from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors take this opportunity to express their appreciation for the support and co-operation extended by our various partners and other business associates. The Directors gratefully acknowledge the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

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

The Board would like to thank the Aditya Birla Group and Sun Life Financial Inc., for their constant support, guidance and co-operation.

The Board would also like to express sincere appreciation for the continued support, guidance and assistance from the Trustees of Aditya Birla Sun Life Mutual Fund, Securities and Exchange Board of India, Reserve Bank of India, Financial Intelligence Unit (FIU-IND), Association of Mutual Funds in India (AMFI), Stock Exchanges, Depositories, Clearing Corporations, Depository Participants, Custodians, Bankers, Registrars & Transfer Agents, Distributors & Agents, business associates and other service providers who have always supported and helped the Company to achieve its objectives.

For and on behalf of the Board of Directors Aditya Birla Sun Life AMC Limited

Kumar Managalam Birla

Chairman (DIN: 00012813)

Date: 26^th April 2022 Place: Mumbai