aditya birla sun life amc ltd share price Directors report

Dear Member(s),

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

FINANCIAL SUMMARY AND HIGHLIGHTS

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

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

(Rs in Crore)

	Consolidated		Standalone
Particulars
	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 COMPANYS AFFAIRS

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

Key Highlights of the Companys performance for the financial year ended 31st March, 2023 are as under:

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

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

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

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

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

• Consolidated Profit After Tax for FY 2022-23 was Rs 596.38 Crore as against Rs 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 31st 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 Companys 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 28th_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 Companys 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 31st 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 Companys 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 Rs 1.18 cores to the General Reserves for the financial year ended 31st March, 2023.

DIVIDEND

During the financial year under review, the Company had declared an interim dividend of Rs 5 per equity share of face value of Rs 5 each amounting to an aggregate of Rs 144 Crore which was paid to the Shareholders of the Company whose name appeared in the Companys Register of Members as on record date 24th_March, 2023. Further, the Board of Directors have recommended payment of final dividend of Rs 5.25 per equity share of face value of Rs 5 each for the financial year ended 31st_March, 2023, subject to the approval of the Shareholders at the 29th_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 Rs 295 Crore.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. 1st 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 Companys policy on Dividend Distribution. The Dividend Distribution Policy of the Company is available on the Companys website at https://mutualfund.adityabirlacapital.com/-/media/bsl/files/ resources/policies-and-codes/abslamc-dividend-distribution-policy--081021.pdf.

SHARE CAPITAL

As on 31st March, 2023, the authorized share capital of the Company was Rs 160 Crore comprising of 320,000,000 equity shares of Rs 5 each and the paid-up equity share capital of the Company was Rs 144 Crore comprising of 288,000,000 equity shares of Rs 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 31st March, 2023, the Companys entire paid-up equity share capital was held in dematerialised mode. The Companys 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 Companys 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 non-recyclable plastic in offices.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings during the financial year under review was Rs 4.33 Crore as compared to Rs 0.65 Crore during the previous year. The foreign exchange expenditure during the financial year under review was Rs 16.51 Crore as compared to Rs 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 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 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 abslamc.cs@adityabirlacapital.com.

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 31st_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 Companys 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 Companys 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 19th 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 10th 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 31st 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 Boards Report.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES

A report on the performance and financial position of the Companys 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 Boards 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. Companys 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 27th_September, 2021. Through this framework, the Company has devised the mechanism for identifying and measuring the Company level and Mutual Funds 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 Companys 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 Boards 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 arms 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 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.

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 Companys 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 Companys 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 organizations 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 31st 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 31st 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 31st 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) 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 31st 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 26th April, 2022. The said appointment of Mr. Amrit Kanwal as Non-Executive Director was approved by the Shareholders at the 28th Annual General Meeting of the Company held on 21st 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 27th October, 2022. The said appointment of Mrs. Vishakha Mulye as Non-Executive Director was approved by Shareholders vide resolution passed through postal ballot on 29th 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 1st 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 30th April, 2023. Mr. Kumar Mangalam Birla, Chairman, (Non-Executive Director) of the Company resigned with effect from close of business hours of 19th April, 2023. Mr. Ajay Srinivasan, Non-Executive Director representative of Aditya Birla Capital Limited resigned with effect from 4th_OctoberRs 2022. Mr. Colm Freyne, Non-Executive Director, representative of Sun Life (India) AMC Investments Inc resigned with effect from 25th April, 2022. There were no other material

Annual Report 2022-23 53 reasons for resignation of the aforesaid Directors. Further, Mr. Bharat Patel retired as an Independent Director with effect from close of business hours of 26th 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, Non-Executive 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 Companys performance and strategies. During the financial year under review, the Board met 7 (Seven) times on 26th April, 2022, 11th May, 2022, 26th July, 2022, 2nd_August, 2022, 27th October, 2022, 27th January, 2023 and 16th_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 Boards 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 Companys 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 25th Annual General Meeting till the conclusion of 30th 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 Boards 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/files/resources/ 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 Boards 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 Companys 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 Companys CSR Policy.

During the financial year 2022-23, the Company had spent Rs 114,800,000 on various CSR projects including overhead costs and Impact Assessment cost. The unspent CSR amount of Rs 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 Boards 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 Companys website at

https://mutualfund.adityabirlacapital.com//media/bsl/files/resources/policiesandcodes/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.

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 31st 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 peoples 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 Companys 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 Companys 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 Companys 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 & non-sales. 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 Groups 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:

• 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 Honble 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 Companys 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: 23rd May, 2023
Place: Mumbai