Aditya Birla Money Ltd Management Discussions

OVERVIEW

India stands at a pivotal point in its growth journey, poised to become a US$5tn economy within the next few years on the back of ambitious and pathbreaking reforms and a robust digital foundation. Reiterating Indias economic momentum is the projection that its gross domestic product (GDP) is likely to be 7.3% in FY24, marking the third consecutive year of over 7% growth.

During FY24, central bankers across the world continued to face high inflation. The US Federal Reserve continued to remain hawkish through FY24 and has increased the rates by 500bps to combat inflation over the past two years. The high inflation, which began in CY 2022, was a global phenomenon and central bankers across the world remained hawkish with Indias Reserve Bank of India (RBI) too maintaining Repo rate unchanged at 6.5% in FY24 after hiking its interest rate by 250bps in FY23. On a positive note, the hikes in interest rate has helped the CPI inflation to cool down (US inflation down 150bps during FY24). Notwithstanding macro challenges, Indian economy showed robust resilience in FY24. As per RBIs, Monetary Policy Report - April 24, Indias real GDP is likely to grow 7.2% in FY24. For FY24, Gross GST collection grew 12% y-o-y, PV sales grew 8% y-o-y, rail cargo volume increased 5% y-o-y and crude steel production increased 13% y-o-y. However, foodgrain production is estimated to decline 6% y-o-y in 2023-24 crop year to 309 mn metric tonnes mainly due to decline in rice and pulses output.

The year FY24 started with a few headwinds although as the quarters passed the challenges eased and global environment improved. FY24 started with elevated oil prices, prolonged supply chain disruption, and increased global financial market volatility across countries clouding the outlook for growth. However, as the quarters passed the situation relieved for betterment of growth even though by the H2 of FY24 fresh geopolitical tensions erupted between Israel and Iran. This kept the crude oil prices firm over $85/bbl. This, in turn is likely to lead to slower fall in inflation in 2024 and can possibly delay interest cuts by global central bankers, including India. Nevertheless, it is noteworthy that India Inc managed well and sailed through despite these concerns. FY24 had some global macro headwinds. However, India relatively was insulated aided by several inherent demographic advantage and governments policy support.

On the external front, Indias exports (including merchandise and services) are estimated to have increased marginally to $777 bn in FY24 despite geopolitical tensions such as the Russia Ukraine war and the Red Sea crisis and the tight monetary stance of central banks. Importantly, Indias overall trade deficit improved by 36% y-o-y to $78bn in FY24.

GLOBAL ECONOMIC OUTLOOK

Although global economic growth outperformed expectations in 2023 with several large economies showing remarkable resilience, simmering geopolitical tensions and the growing intensity and frequency of extreme weather events have increased underlying risks and vulnerabilities. Furthermore, tight financial conditions also pose increasing risks to global trade and industrial production.

While the global GDP is expected to have grown by 2.7% in 2023, it is expected to fall slightly to 2.4% in 2024, signaling a continuation of sluggish growth trends. Some developing economies are struggling to recover from pandemic-induced losses, with many facing high debt and investment shortfalls. The United States, the worlds largest economy, is expected to see a drop in GDP growth from 2.5% in 2023 to 1.4% in 2024. Consumer spending, a key driver of its economy, is likely to weaken primarily due to high interest rates and a softening labour market. Meanwhile China, amid domestic and international headwinds, is projected to experience a moderate slowdown, with growth estimated at 4.6% in 2024, down from 5.2% in 2023. Europe and Japan also face significant economic headwinds, with growth rates forecasted at ~1.2% for both regions in 2024.

Developing countries present a divergent picture, with Africas growth projected to increase marginally from 3.3% in 2023 to 3.5% in 2024. As per United Nations report, the least developed countries are projected to grow by 5% in 2024. However, this falls short of the 7.0% growth target set in the Sustainable Development Goals. High debt and limited fiscal space remain pressing concerns for these nations.

INDUSTRY STRUCTURE AND DEVELOPMENTS

After a flattish FY23, Indian stock market boomed in FY24 despite concerns of high inflation and global geopolitical issues. For FY24, Nifty increased by 29% while midcap index was up 60% and small cap index jumped by 70%. The outperformance was led by strong buying from both FIIs (Foreign Institutional Investors) and DIIs (Domestic Institutional Investors). FIIs and DIIs were net buyers to the tune of ?2.0 Lakh Crore and ?2.1 Lakh Crore, respectively in FY24. DII buying was led by sustained inflows into mutual funds from retail investors (Gross SIP flows stood at all time high at ?19,271 Crore in March 2024).

Retail Broking businesses continue to improve their market share through digital initiatives. The rise of discount brokers has made it easy to invest in financial markets via zero brokerage, e-KYC and user-friendly mobile-based platforms which has made stock buying as seamless and intuitive as shopping online.

Quick and paperless onboarding, UPl-based fund transfers, and a stable and scalable product have enabled equity participation for every Indian. Demat accounts in India have reached a new high of 15.1 Crore as of 31^st March 2024. Penetration of demat accounts in India increased from 8.1% to 10.7% on a y-o-y basis (1.7% in 2011). More customers from Tier 2 & Tier 3 cities are choosing to participate in the capital market and wager on the India growth story.

Between April 2023 and March 2024, the average daily turnover jumped over 98%, which showcases the strong demand for equity among investors. Overall, the monthly cash segment ADTO of NSE clocked ?82,406 Crore in FY24 compared to ?53,434 Crore in FY23, representing an increase of 54% on a y-o-y basis.

For the retail broking industry, an increase in the high-margin delivery cash market ADTO remains the key but yields in this segment are also steadily getting hit owing to flat rates.

The industry has positioned itself broadly into 2 structures -

i) Discount/Flat Brokerage - this business model is based on volume and creating a customer base with a limited focus on research services. These firms act as pure brokers between buyers and sellers. In addition, these firms aim to generate revenue through distributing other products including MF, Insurance, etc.

ii) Hybrid Strategy - Here, a brokerage fee is charged, though it is getting competitive and in return a bouquet of research services is provided.

FINANCIAL PERFORMANCE

The Companys Revenue from Operations grew to ?390 Crore in the FY24 compared to ?263 Crore in FY24, an increase of 48% y-o-y mainly led by higher interest income, higher fees and commissions.

The profit after tax stood at ?53 Crore for the year ended 31^st March 2024 as compared to ?34 Crore in previous financial year, an increase of 56%.

OUTLOOK

With the on-going global macro stability and a reasonable base of FY24, Indias GDP growth is likely to grow by 7% in FY25 as per RBI, up from its previous prediction of 6.6%. RBI expects Indias GDP growth to be strong in Q1 and then gradually taper for the balance of quarters. However, the moderate global growth, geopolitical tensions in the middle east and firm energy prices can weigh on the overall outlook. Inflation is likely to come down further in FY25 despite firm crude oil and commodity prices.

Nevertheless, the escalations in conflict between Iran and Israel can lead to further rises in crude oil prices and it remains biggest risk to inflation. This, in turn can lead to delays in interest rate cuts in the coming one year. Meteorological Departments initial southwest monsoon forecast suggests that 2024 rainfall is likely to be above normal. Its expected to be 106% of the long period average of 87 cm. This is positive for the kharif crop season, which was affected in FY23 by a below normal monsoon that was also erratic in terms of monthly rainfall.

RBI expects Inflation to average at 4.5% in FY25. Indian economy is expected to be amongst the fastest growing large economies in FY25, mainly backed by strong domestic drivers and strengthening macroeconomic fundamentals. With softening of the commodity prices, India Inc is likely to witness some relief on the input cost thereby driving its gross margins. Further, most of the companies have now adopted the risk of managing supply side challenges along with cost optimisation measures which can uplift their margin going forward. We believe that Indian economy which witnessed K-shape recovery in the past, will change, with all the sectors gradually recovering over the medium term. The government impetus on growth and capex ahead and the same will be amongst the key monitorable going forward.

India growth story remains one of the best over medium to long term in a world overflowing with structural and demographics challenges. The governments strong impetus on growth and continued focus on capital expenditure (expected to go up 11% y-o-y to 11.1 Lakh Crore in FY25, i.e. 3.4% of GDP and 4x over FY16), will have a multiplier effect on the economy. Apart from that, the strong policy initiatives Aatmanirbhar Bharat, Make in India supported via Production linked Incentive schemes and National Infrastructure Pipeline supplemented by Gati Shakti Master plan will take India to the next level of growth in the coming years. Thus, we believe that Indian economy is on right track and is on its way to becoming $5tn economy in coming two years. Further, according to Centre of Economics and Business Research (CEBR), the erstwhile growth momentum could see India add on average of $1tn to its economy every 2 years for next 14-15 years, and thus, India will become a $10tn economy by 2035 and 3^rd largest economic superpower by 2037.

OPPORTUNITY AND THREATS

The stock broking industry has witnessed significant transformations, marked by extensive digitisation, a shift towards value-added services, and the adoption of fee-based revenue models. Hybrid and subscription-based models have also emerged, offering comprehensive services under one-time subscription fees. Post-pandemic, retail investor participation surged during bullish market phases; however, sustaining this momentum in a sideways or bear market remains a critical factor.

Opportunities:

a. Structural Growth Potential: Financialisation of savings and increasing equitisation of financial savings indicate a growing market potential, especially with demat account penetration at a nascent level of approx. 10%.

b. Technology Advancements: Rapid technological advancements provide traders and investors with sophisticated tools, enhancing their ability to trade and invest effectively.

c. Extended Trading Hours: Proposals to extend trading hours can attract offshore trading volumes, provided brokerages invest in infrastructure and technology to support extended operations.

d. ASBA Facility: The ASBA facility for secondary market trading could streamline processes, fostering increased competition among brokers and enhancing client experience.

e. Value-added Services: Focusing on technology, client acquisition, efficient trading tools, and value-added research can differentiate brokerages and attract a diverse client base.

f. Strategic Focus: Emphasising product and service differentiators across all segments can help brokerages maintain a competitive edge.

Threats:

a. Competition from Discount Brokerages: Continued disruption from discount brokerages challenges the traditional broking model, necessitating innovation and cost management.

b. Regulatory Changes: Regulations from SEBI regarding, options trading and ancillary transaction income could impact the retail broking industrys profitability and operations.

c. Infrastructure Investment: Supporting extended trading hours requires substantial investments in technology, personnel, operations, and risk management, posing financial and operational challenges.

d. ASBA Implementation: Managing separate procedures for ASBA and non-ASBA clients may increase operational complexity and costs for brokerages.

e. Market Volatility: Uncertainty in market conditions, especially during bearish phases, can affect trading volumes and investor sentiment, impacting brokerages revenue streams.

In navigating these opportunities and threats, strategic agility, technological innovation, regulatory compliance, and a clientcentric approach will be pivotal for stock broking companies like us in FY 2024-25.

RISK AND CONCERNS

The core operations of our Company inherently expose us to a range of risks. Market risk, Credit risk, and Operational risks are among the primary challenges encountered in our day-to-day business activities. To address these risks effectively, we have established a comprehensive Risk Management Policy.

This policy encompasses detailed processes and guidelines across various aspects of risk management. It provides a structured framework for managing risks and ensures that our risk management practices remain aligned with evolving market dynamics. The risk management review framework offers comprehensive oversight, constantly evaluating and adapting to meet the changing demands of the market.

In addition to the overarching Risk Management Policy, we have implemented a robust surveillance mechanism specifically tailored to mitigate trade-related risks. Our Surveillance Policy is designed in accordance with regulatory requirements, ensuring that we proactively identify and manage potential risks in trading activities.

For the FY 24-25, our focus remains on strengthening these risk management initiatives to safeguard our business interests and maintain resilience in a dynamic market environment.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

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

In addition, the Company goes through periodic internal audits both through its internal team and external auditors, which includes branch and authorised persons audits as well as all operations control. All the audit and inspection reports are placed at the Audit Committee meetings. Key issues are specifically brought to the attention of the Audit Committee and deliberated in detail along with the action plan for closure.

HUMAN RESOURCES

At Aditya Birla Money Ltd. (ABML), Its our endeavor to foster a positive business culture while enhancing employee engagement and productivity. Employees are a cornerstone of any successful organisation and Human Resources plays a crucial role in aligning people with the organisations purpose, feeling connected to leaders, and having a sense of belonging. Our HR practices & interventions are designed to enable employees to be FAIR i.e. Focused, Agile, Innovative & Result Orientated, while Focused & Result-Oriented drives No-excuse execution; Agile & Innovative brings the customer obsession to life.

Our Employee Value Proposition (EVP) is structured around four strategic pillars: Enhancing Career, Rewards and Recognition, Learning and Development, and Enriching Life. These pillars provide a robust platform for employees to upskill, engage, grow, and achieve a positive work-life balance.

In line with our EVP, Employee Wellness be it physical or mental is given due significance, as we believe it plays a crucial role in enhancing overall well-being. Diversity and Inclusion (D&I) are integral aspects of our approach, and we bring it alive via programs, awareness sessions, activities & dialogues done with individuals from leadership to front lines. All our efforts have been conscious in creating a workplace that not only drives professional growth but also enrich the lives of our employees.

Our Talent Management Process & Practices like identifying, developing, engaging, nurturing, succession planning enables to build sustainability for future growth. We are actively focused on developing people manager capabilities to foster a culture of development, transparency, and meritocracy. To develop & nurture the talent, we provide different learning avenues like classroom, on the job, mentoring & digital.

At ABML, digital learning is a cultural norm, enabling faster, customised and convenient learning experiences with access to a vast knowledge base that includes, behavioural, technical & functional learning avenues. Our Functional learning avenues ensure our employees are learned on ABC products & ONE ABC initiatives while delivering One experience for all our customers.

As on 31^st March 2024, the total employees on the Companys rolls stood at 718.

KEY FINANCIAL RATIOS

The Key Financial Ratios are given below:

Particulars	FY24	FY23
a) Operating Profit Margin (%)	17.67	17.75
b) Net Profit Margin (%)	13.57	12.89
c) Return on Net Worth (%)	39.00	37.00
d) Interest Coverage Ratio	1.85	2.11
e) Current Ratio	0.96	0.80
f) Debt Equity Ratio	8.45	8.02

There has been an improvement in the ratios on account of the improved performance of the Company.

CAUTIONARY NOTE

Statements in this Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events. These statements are subject to certain risks and uncertainties. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The actual results may be different from those expressed or implied since the Companys operations are affected by many external and internal factors, which are beyond the control of the management. Hence the Company assumes no responsibility in respect of forward-looking statements that may be amended or modified in future on the basis of subsequent developments, information or eve.

Boards Report

Dear Members,

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

FINANCIAL SUMMARY AND HIGHLIGHTS

Your Companys 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:

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

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

RESULTS OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

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

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

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

ACCOUNTING METHOD

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

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

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

MATERIAL EVENTS DURING THE YEAR

There were no material changes and commitments, affecting the financial position of the Company during the financial year under review.

HOLDING/SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES COMPANIES

During the financial year under review, Grasim Industries Limited remained the Ultimate Holding Company and Aditya Birla Capital Limited continued to be the Holding Company of our Company. Additionally, during this period, your Company did not have any Subsidiaries, Associates or Joint Venture Companies.

Grasim Industries Limited and Aditya Birla Capital Limited are listed at BSE Limited, National Stock Exchange of India Limited and Luxembourg Stock Exchange.

TRANSFER TO RESERVES

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

DIVIDEND

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

SHARE CAPITAL

As on 31^st March 2024, the Companys Paid-up Equity Share Capital was 5.65 Crore divided into 5,65,09,201 Equity Shares of 1/- each. The Company has 16,00,000 4% Non-Cumulative Non-Convertible Redeemable Preference Shares of 100/- each outstanding as on 31^st March 2024.

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

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

DEPOSITORY

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

The Companys Equity Shares are compulsorily tradable in electronic form.

RESOURCE MOBILISATION

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

CREDIT RATING

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

Nature of the Instrument	Name of the Instrument	Name of Credit Rating Agency	Amount Rated (In Cr)	Current Rating
1 Short Term	Commercial	CRISIL	1750	A1+
Instrument	Paper
2 Short Term	Commercial	IND Ra	1750	A1+
Instrument	Paper

Further, during the financial year under review, India Ratings and Research (Ind-Ra) has assigned a Long-Term Issuer Rating of "AA+" to the Company.

REMUNERATION POLICY

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

PUBLIC DEPOSITS

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

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure B" to the Boards Report.

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

EMPLOYEE STOCK OPTIONS

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

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

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

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

The Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Companys website at the link: https://stocksandsecurities. adityabirlacapital.com/investor

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

ADITYA BIRLA CAPITAL LIMITED EMPLOYEE STOCK OPTION SCHEMES

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

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

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

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

a) Conservation of Energy - The Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible. The energy saving measures also include installation of LED lighting, selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities across all offices to reduce the need of employee travel, digital learning initiatives for employees, optimised usage of lights and continuous monitoring and control of the operations of the air conditioning equipment as well as elimination of non-recyclable plastic in offices.

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

c) Foreign Exchange Earnings and Outgo - The Company did not enter into any Foreign Currency Transactions during the current financial year and the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented as a separate section, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by the Securities and Exchange Board of India. Corporate Governance principles form an integral part of the core values of the Company. The Report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms an integral part of this Annual Report. The Compliance Certificate from M/s. BNP & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance is annexed to this Report as "Annexure C".

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

RISK MANAGEMENT

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

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

• Risk Identification

• Risk Assessment

• Risk Response and Risk Management Strategy; and

• Risk Monitoring, Communication and Reporting

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

The organisational structure to manage the risk consists of “Three lines of defense”:

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

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

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

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

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

BUSINESS CONTINUITY

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

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

INTERNAL AUDIT

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

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

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

The objective of the Internal Audit is to:

• Review adequacy and effectiveness of operating controls;

• Review the adequacy of the supervisory control mechanisms;

• Recommend improvements in policies and procedures;

• Report significant observations and recommendations for process improvements; and

• Review and report progress on implementation of the control improvements.

BOARD OF DIRECTORS

As on 31^st March 2024, the Board of Directors of the Company ("the Board") comprised 6 (Six) Directors out of which 2 (Two) are Independent Directors and 4 (Four) are Non-Executive Directors, including 1 (One) Woman Director. No Director was appointed/has resigned from the Board during the financial year under review.

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

Retire by Rotation

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

Declaration by Independent Directors

In accordance with the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have given a declaration that they meet the criteria of independence as provided in Section 149(6) of the said Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

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

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

KEY MANAGERIAL PERSONNEL

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

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

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

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

Further, in terms with the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on 31^st March 2024 are as follows:

Name of the KMP	Designation
Mr. Pradeep Sharma	Chief Financial Officer
Mr. Murali Krishnan L.R.	Manager
Ms. Manisha Lakhotia*	Company Secretary

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarised about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the Directors. Direct meetings with the Chairman are further facilitated to familiarise the incumbent Director about the Company/its businesses and the group practices.

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed and there are no material departures from the same;

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

ANNUAL PERFORMANCE EVALUATION

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

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination & Remuneration Committee and the Board of Directors have carried out an annual performance evaluation of the Board, performance of various Committees of the Board, Individual Directors, and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

OUTCOME OF THE EVALUATION

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss and decide on the Companys performance and strategies. During the Financial Year 2023-24, the Board met 5 (Five) times on 21^st April 2023, 13^th July 2023, 13^th October 2023, 30^th November 2023, and 12^th January 2024.

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

Audit Committee

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

The Audit Committee comprises of:

Mr. P. Sudhir Rao Chairman, Independent Director

Mr. G. Vijayaraghavan Independent Director

Mr. Shriram Jagetiya Non-Executive Director

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

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

Other Committees

The Board of Directors has also constituted the following Committees:

• Stakeholders Relationship Committee

• Nominations & Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Governance Committee

More information on all of the above Committees including details of their Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

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

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number: 117366W/W-100018), were appointed as Statutory Auditors of the Company for a term of 5 (Five) years from the conclusion of 24^th (Twenty Fourth) AGM till the conclusion of 29^th (Twenty Nineth) AGM of the Company.

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

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

SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. BNP & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. BNP & Associates, Company Secretaries, is attached as “Annexure D" to the Boards Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year under review is submitted to the Stock Exchanges and uploaded on the website of the Company at https://stocksandsecurities. adityabirlacapital.com/investor.

COST RECORDS AND AUDITORS

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

REPORTING OF FRAUDS BY AUDITORS

None of the Auditors of your Company, i.e., the Statutory Auditors and Secretarial Auditors has reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

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

CORPORATE SOCIAL RESPONSIBILITY

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

Mr. G. Vijayaraghavan	Chairman, Independent Director
Mr. Gopi Krishna Tulsian	Non-Executive Director
Mrs. Pinky A Mehta	Non-Executive Director

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

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

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

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report concerns.

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

CODE FOR PROHIBITION OF INSIDER TRADING

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

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

OTHER DISCLOSURES

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

i. there were no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31^st March 2024 and till the date of this Boards Report.

ii. the Company has not given loans, made investments or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013, except as disclosed in financial statements of the Company.

iii. there was no change in the nature of business of the Company.

iv. no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

v. no application has been made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

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

ACKNOWLEDGEMENT

The Board expresses its sincere appreciation for the support and cooperation extended by our various partners and business associates. We gratefully acknowledge the ongoing assistance and support provided by all statutory and regulatory authorities.

The Board also wishes to place on record its deep appreciation for the exemplary contributions made by the employees of the Company at all levels. Their dedication and enthusiasm have been pivotal to the Companys growth.

Gopi Krishna Tulsian

Chairman

DIN: 00017786

 

Place: Mumbai

Date: 05th June 2024