DIRECTORS' REPORT

The Board of Directors of Aditya Birla Capital Limited ("your Company" or "the Company" or "ABCL") is pleased to present the 19^th (Nineteenth) Annual Report and the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31^st March 2026 ("financial year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

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

The Company's performance for the financial year ended 31^st March 2026 as compared to the previous financial year ended 31^st March 2025 is summarised below:

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

a) Key highlights

Standalone Performance

• Revenue from Operations: ? 17,473 Crore (grew 13% year on year)

• Net Profit (excluding one offs)¹: ? 3,118 Crore (grew 15% year on year)

• Lending Portfolio at ? 1.60 lakh Crore (grew 27% year on year)

¹ Excludes exceptional and one-off items: impact of new labour code ? 9 Crore (net of tax) in FY 2025-26 and gain from sale of shares in subsidiaries/ associates (FY 2024-25: ? 243 Crore)

Consolidated Performance

• Consolidated Revenue¹: ?53,871 Crore (grew 14 % year on year)

• Consolidated Net Profit (excluding one offs)²: ?3,797 Crore (grew 21 % year on year)

• Overall, AUM across asset management, life insurance and health insurance at over ?5.91 lakh Crore (grew 16 % year on year)

• Overall lending Portfolio [Non-Banking Financial Company ("NBFC") and Housing Finance] at ?2.07 lakh Crore (grew 32 % year on year)

• Gross premium (across Life and Health Insurance) at ?31,634 Crore (grew 24 % year on year)

The financial results of the Company and its Subsidiaries and Associates are elaborated upon in the Management Discussion and Analysis Report, which forms part of this Annual Report.

b) Business

Our key customer segments are secured business, unsecured business, personal and consumer and corporate/ mid-market. Below is a brief description of each of our customer segment:

c) Portfolio quality

Prudent risk management practices form the bedrock of our approach which has enabled us to protect capital and deliver risk-calibrated and sustainable returns across businesses. The portfolio quality continues to be robust with significant improvement. This has been achieved despite multiple macro and industry level headwinds for small ticket size loans and MSME lending etc.

Gross Stage 2 book was at ?1,669 Crore (1.10%) as on 31^st March 2026 as compared to ?1,914 Crore (1.54%) in the previous year. Further, the Gross Stage 3 book was at ?2,024 Crore (1.33%) as on 31^st March 2026 as against ?2,777 Crore (2.24%) in the previous year, improving the combined Gross Stage 2 & 3 to 2.42% from 3.78% in the previous year. The provision coverage ratio (PCR) for Stage 3 assets was increased to 47.8% in FY26 from 45% in FY25.

Credit cost was at 1.18% in FY26 as compared to 1.31% in FY25. This is despite increase in retail and unsecured business which grew by 42% year-on-year to ?39,224 Crores.

ACCOUNTING METHOD

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Companies Act, 2013 ("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, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March 2026, together with the Auditors' Report form part of this Annual Report.

1. Consolidated segment revenue; for Ind AS statutory reporting purpose Asset management, health insurance and wellness business are not consolidated and included under equity accounting.

2. Excludes exceptional and one-off items: impact of new labour code ?32 Crore (net of tax) in FY 2025-26 and gain on sale of entire stake in Aditya Birla Insurance Brokers Limited and sale of partial shares in Aditya Birla Sun Life AMC Limited (FY 2024-25: ?191 Crore).

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

MATERIAL EVENTS DURING THE YEAR

Pursuant to the approval of the Board of Directors and members of the Company to the Scheme of Amalgamation of erstwhile Aditya Birla Finance Limited (ABFL) a wholly owned subsidiary of the Company with the Company, the Hon'ble National Company Law Tribunal ("NCLT"), Ahmedabad Bench, sanctioned the Scheme on 24^th March 2025, and it became effective on 1^st April 2025, upon which the entire undertaking of ABFL, including all its assets and liabilities, were transferred to and vested in ABCL.

Consequent to the Scheme becoming effective, and in accordance with the no-objection letter issued by the Reserve Bank of India (RBI), the Company applied for and was granted a Certificate of Registration as a Non-Banking Financial Company - Investment and Credit Company (NBFC-ICC) on 9^th December 2025.

Accordingly, the Company is registered as a Non- Deposit taking investment Credit Company (NBFC-ICC) under Section 45-IA of of the Reserve Bank of India Act, 1934 ("RBI Act").

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

Holding Company

During the financial year under review, Grasim Industries Limited ("Grasim") continued to remain the Holding Company of the Company. The securities of Grasim are listed on the following exchanges:

• BSE Limited (BSE);

• National Stock Exchange of India Limited (NSE);

• Luxembourg Stock Exchange (Global Depositary Receipts/ GDRs).

As per Regulation 16(1)(c) of SEBI Listing Regulations, the Company is a Material Subsidiary of Grasim.

Subsidiaries and Associates

As on 31^st March 2026, the Company had 12 (Twelve) Subsidiaries and 2 (Two) Associate companies. ABCL and its subsidiaries are subject to regulations by authorities such as the RBI, the Securities and Exchange Board of India ("SEBI"), the National Housing Bank ("NHB"), the Association of Mutual Funds of India ("AMFI"), the Insurance Regulatory and Development Authority of India ("IRDAI") and Pension Fund Regulatory and Development Authority ("PFRDA").

RBI REGULATIONS

The Company has complied with all the regulations of RBI to the extent applicable.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2026, an amount of ?621.78 Crore was transferred to Special Reserve in terms of

Section 45-IC of the RBI Act

DIVIDEND

The Board do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, the Company has formulated and adopted a Dividend Distribution Policy. The Policy is available on the Company's website at https://www.adityabirlacapital. com/ investor-relations/policies-and-code.

Mr. Santosh Haldankar, Company Secretary is the Nodal Officer and Mr. Pramod Bohra, Senior Vice President, is the Deputy Nodal Officer of the Company for the purpose of verification of claims and co-ordination with Investor Education and Protection Fund Authority pursuant to provisions of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.

Their details are available on the website of the Company at https://www.adityabirlacapital.com/investor-relations/ shareholder-centre.

DEPOSITORY

As on 31^st March 2026, 2,61,26,90,292 Equity Shares (99.73% of the paid-up Equity Share Capital) of the Company were held in dematerialised mode.

The Company's Equity Shares are compulsorily tradable in electronic form. As per Regulation 40 (1) of SEBI Listing Regulations read with Master Circular HO/38/13/11(2)2026-MIRSD-POD/ I/3750/2026 dated 30^th January 2026, requests for effecting transfer of securities are not processed unless the securities are held in the dematerialised form with the depositories.

Further, transmission or transposition of securities held in physical or dematerialised form is also effected only in dematerialised form.

• ?925 Crore of Unsecured, Rated, Listed, Taxable, Redeemable Perpetual NCDs (Tier I capital).

All NCDs are listed on the Wholesale Debt Market Segment of both the National Stock Exchange of India Limited and BSE Limited.

Additionally, the Company received ?49 Crore (?1.40 Lakh each on 3,500 Debentures) as the Sixth call on partly paid-up NCDs originally issued in FY 2020-21.

Further, proceeds from all debenture issuances were utilised in accordance with the stated objectives outlined in the respective issue document.

Commercial Paper in FY 2025-26

During FY 2025-26, the Company issued Commercial Paper (CP) aggregating to ?33,265 Crore. As on 31^st March 2026, the outstanding CP stood at ?9,880 Crore.

Liquidity Management

The Company follows a proactive approach to Liquidity Risk Management, aligned with regulatory requirements and internal risk appetite. The Company is in compliance with the Reserve Bank of India's guidelines, effective 1^st December 2024, requiring the maintenance of a Liquidity Coverage Ratio (LCR) of 100% through the holding of High-Quality Liquid Assets (HQLA), including Government Securities, Treasury Bills and Cash balances.

To further enhance resilience, the Company conducts regular stress testing of its cash flow positions to assess the adequacy of liquidity buffers and plan for additional bank lines.

The Company remains focused on expanding its funding base by onboarding new investors and lenders. This strategy not only strengthens market access but also enhances pricing efficiency and reduces dependency on a concentrated set of counterparties.

INVESTMENT IN SUBSIDIARIES AND ASSOCIATE(S)

During the year under review, the Company subscribed to Equity Share Capital in the following Subsidiaries/ Associate(s):

Further, details of investment in Subsidiaries/ Associate(s) are stated in the notes to the Financial Statements forming part of this Annual Report.

PARTICULARS OF LOANS AND INVESTMENTS

Pursuant to provisions of Section 186 (11) of the Act, the Company being a Non-Banking Finance Company (NBFC) registered with the RBI and engaged in the business of giving loans, is exempted from the provisions of the said Section. Thus, the provisions of Section 186 except sub-section (1) of the Act are not applicable to the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

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

However, some of the steps taken by the Company along with its Subsidiaries/ Associate(s) for conservation of energy include:

• The Company and its Subsidiaries/ Associate(s) are committed to reducing negative environmental impact.

• The Company along with Subsidiaries/ Associate(s) tied up with ViaGreen, an organisation that helps in waste management and recycling.

• Most of the offices of the Company and its Subsidiaries/ Associate(s) have installed LED lights making them very energy-efficient. Rooftop solar panel has been installed at Pune, Bengaluru and Noida branch offices.

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial year under review as well as during the previous financial year. The foreign exchange outgo during the financial year under review was ?236.62 Crore as compared to ?66.61 Crore, during the previous financial year.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company forms part of the top 1000 listed entities on BSE and NSE as on 31^st March 2026. Accordingly, pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") of the Company for FY 2025-26 forms part of this Annual Report.

The Company had undergone an independent assurance of the BRSR for FY 2025-26. The BRSR along with the assurance statement provided by DNV Business Assurance India Private Limited (Assurance Provider) confirming reasonable assurance of Core attributes of the Business Responsibility and Sustainability Report of the Company for FY 2025-26 is also available on the Company's website at https://www.adityabirlacapital.com/%20 investor-relations/financial-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

Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022

The Company has adopted "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022" ("Scheme 2022") for the benefit of the employees of the Company and its Subsidiaries, Associates and Group companies.

Aditya Birla Capital Limited Employee Stock Option scheme 2017 and ABCL Incentive scheme for Stock Options and Restricted Stock Units-2017

The Company also adopted "Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2017" ("Scheme 2017") for the benefit of the employees of the Company and its Subsidiaries and "ABCL Incentive Scheme for Stock Options and Restricted Stock Units - 2017" ("ABCL Incentive Scheme") pursuant to the Composite Scheme of Arrangement between erstwhile Aditya Birla Nuvo Limited and Grasim Industries Limited and the Company and their respective Shareholders and Creditors.

The aforesaid schemes i.e. Scheme 2022, Scheme 2017 and ABCL Incentive Scheme are hereinafter collectively referred to as the "ESOP Schemes".

The aforesaid ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regu lations, 2021 (collectively referred to as "SEBI (SBEB) Regulations"), as applicable.

Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019

The Company also adopted "Aditya Birla Capital Limited Stock Appreciation Rights Scheme 2019" ("SARs Scheme 2019"), which is a cash-based plan linked to the actual stock price movement over the plan tenure.

Further details on the ESOP Schemes and the SARs Scheme 2019 are provided in the Corporate Governance Report which forms part of this Annual Report.

The details/disclosure(s) on the aforesaid ESOP Schemes as required to be disclosed under the SEBI (SBEB) Regulations are available on the Company's website at https://www. adityabirlacapital.com/investor-relations/financial-reports.

Further, in accordance with Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, certificate issued by the Secretarial Auditors on the implementation of the ESOP Schemes will be made available via electronic mode at the ensuing 19^th (Nineteenth) Annual General Meeting ("AGM") of the Company for inspection by the Members.

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. N. L. Bhatia & Associates, Practising Company Secretaries (UIN: P1996MH055800) on compliance with the requirements of Corporate Governance forms part of this Annual Report.

RISK MANAGEMENT

Risk Management of the Company is at the core of our business and ensuring we have the right risk return trade-off in line with our risk appetite is the essence of our risk management while looking to optimise the returns that go with that risk. The Company has a

and Operational Risk Management Committee (to identify, measure and monitor operational risks in the business.

Credit Committees not only approve counter-party credit exposures in line with the delegation of authority assigned by the Board of Directors but also focus on post sanction monitoring. These Committees also review the credit portfolios, non-performing loans, accounts under watch, over dues and incremental sanctions on an on-going basis.

The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and controls The Audit Committee also monitors compliance with observation reports of RBI, other regulators and internal & statutory auditors.

1. Credit Risk - The Company has put in place robust credit appraisal, assessment, approval frameworks in place for identification, measurement, monitoring and controlling risks. ABCL has an early warning monitoring mechanism to facilitate early identification of stress and mitigation thereof. The Company tracks all key variables of portfolio including - Key financial indicators, bounces, NPA accounts, covenants and documentation. Overall tracking happens across all credit portfolios across all segments, including monitoring of early warning signals, identification of portfolio trends and generation of portfolio level MIS, covering various credit quality indicators. All key variables of portfolios get duly presented & discussed in Risk Management Committee of the Company.

2. Market Risk - Market risk is managed through a comprehensive Board-approved Investment Policy. The Company maintains an investment book of Fixed Income Instruments, mostly Corporate Bonds / PSU Bonds. The investment book is managed through the investment policy which caps exposure to various securities through stringent trading risk limits/triggers, concentration risks and Mark to Market thresholds.

3. Operational Risk - Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or external events. While ultimate responsibility for Operational Risk Management (ORM) lies with the Board, the Board has delegated this responsibility to the Risk Management Committee (RMC) of the Board. A dedicated Operational Risk Management Committee (ORMC) maintains oversight over ORM and provides periodic updates to RMC. ORMC in turn is supported by an independent ORM Function that is responsible for designing and deploying ORM framework and processes that help Business and Support functions in identification and management of risks on proactive basis, ongoing review of systems and controls through risk and control

self-assessment (RCSA), timely reporting of operational loss events and near miss events and its analysis for remediation, monitoring of Key Risk Indicators (KRIs) and issue and action management on an ongoing basis. ORM Function works closely with all Businesses and Support Functions to facilitate implementation of ORM processes. Since a strong risk culture is a pre-requisite for effective ORM, ORM Function also ensures on-going ORM training and awareness.

The Company during the financial year ended 31^st March 2026, had conducted online training to enhance the awareness of operational risk.

4. Liquidity Risk - ABCL has a robust liquidity risk management framework. Efficient management of Assets and Liabilities (ALM) is vital for sustainable growth of business for the Company. ALCO monitors the ALM position at monthly intervals and strives to proactively review the market dynamics, capturing the signals emanating from there and assessing the regulatory requirements to ensure stakeholder value creation. The ALCO also monitors the contractual repayments of liabilities and actuarial repayment of the loans and advances to arrive at the bucket level gap between inflows and outflows.

5. Fraud Risk - In alignment with RBI's Master Directions on Fraud Risk Management (2024), the Company constituted the Special Committee of the Board for Monitoring and Follow-up of cases of Frauds (SCBMF) and Fraud Risk Management Committee (FRMC). We are further strengthening the Early Warning Signal ('EWS') capabilities to enhance risk identification by integrating internal and external data and analyzing for timely detection of emerging risks Key preventive measures include integration of the Hunter platform, Screening & Sampling (S&S), and advanced analytics. A structured, time-bound investigation process ensures fair classification through Show Cause Notices, hearings, and Reasoned Orders, with frauds reported to RBI within the prescribed 14-day timeline. Staff accountability is enforced through disciplinary action and a zero-tolerance approach. Awareness and training programs, including Fraud Awareness Week are conducted every year and gamified modules, are delivered across the organisation to foster a vigilant and compliant fraud risk culture.

6. Information Technology and Cybersecurity Risk

Risks associated with and arising from potential adverse outcomes or disruptions stemming from technology related factors, such as software vulnerabilities, hardware failures, cybersecurity threats, or technological changes are categorized as technology risks. Technology risk can arise

from internal factors, such as system resiliency gaps, inadequate change management, weak governance practices and in suff icent IT workforce skillsets), as well as external factors, such as cyberthreats and third-party vendors. These risks include cyberattacks on systems through hacking, phishing, ransomware and other malicious means, resulting in service disruptions, theft or leakage of sensitive internal data and customer information.

The Company has well-defined policies, frameworks, procedures, templates, and risk assessment methodologies for IT risk management. The framework enables the assessment of IT solutions, entities providing IT and related services, as well as new technology and digital implementations. Cybersecurity threats including data privacy risks, are assessed based on the framework pillars of Identify, Protect, Detect, Respond, and Recover. Further, the Company has implemented multiple security controls, including firewalls, anti-malware solutions, advanced persistent threat (APT) protection, data loss prevention (DLP), red teaming exercises, intrusion prevention and detection systems (IPS/IDS), digital rights management (DRM), a 24x7 Security Operations Centre (SOC), and forensic solutions.

The Company ensures alignment between business and IT strategies to deliver seamless services and a superior customer experience. It continues to make significant progress on key initiatives that form part of its technology transformation agenda, including infrastructure stability, disaster recovery resiliency, security enhancements, and advanced monitoring mechanisms. The Company also continuously adapts and strengthens its Cyber Defense framework to enhance its capabilities against emerging and evolving cyber threats. In addition, information security awareness among employees and customers is promoted through targeted training programs, awareness campaigns, and regular communications.

Business Continuity

The Company has a well-documented Business Continuity Management Programme which has been designed to ensure continuity of critical processes during any disruption. A robust Disaster Recovery Framework has been put in place to manage business and technology interruption risk, ensure uninterrupted operations and service to customers. The Company also has a business continuity policy to have a planned response in the event of any contingency, ensuring recovery of critical activities at agreed levels within agreed timeframe, thereby complying with various regulatory requirements and minimising the potential business impact on the Company. All the business-critical processes are tested in a timely manner for Business continuity.

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

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

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 arm's length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. 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 all Related Party Transactions ("RPTs") including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm's length in accordance with the Policy on Related Party Transactions of the Company. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

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

There were no materially significant transaction 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 form part of this Annual Report.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board, is available on the Company's website at https://www.adityabirlacapital.com/investorrelations/ policies-and-code.

INTERNAL FINANCIAL CONTROLS

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

The Company along with its Subsidiaries/ Associate(s) also periodically engage outside experts to carry out independent review of the effectiveness of various business processes. The observations and best practices suggested are reviewed by the management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

INTERNAL AUDIT

The Company has in place an effective Internal Audit Framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organisation's Risk Management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a Risk Based Internal Audit (RBIA) approach.

The Company has implemented a RBIA Programme in accordance with the requirements of RBI circular dated 3^rd February 2021. The risk-based internal audit plan, including the information systems audit (IS audit) plan, is developed based on the risk profile of the audit universe comprising of the businesses, support / control functions, branches, and information systems. The RBIA plan includes process audits and IS audit at central / corporate office as well as branches. The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and necessary preventive as well as corrective action is initiated to strengthen controls and enhance the effectiveness of existing control processes/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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and according to the information and explanations obtained from the operating Management, Board of Directors of the Company hereby state that:-

Non-Executive and Independent Directors

Based on the recommendation of the Nomination, Remuneration and Compensation Committee of the Company, the Board of Directors at its meetings had approved appointment of:

• Mr. Nagesh Pinge (DIN: 00062900) and Mr. Sunil Srivastav (DIN: 00237561) as the Additional Directors (Independent) of the Company w.e.f. 1^st April 2025. Their appointments as Independent Directors were approved by the shareholders of the Company vide Postal Ballot on 20^th June 2025.

• Ms. Saloni Narayan (DIN: 08771219) as the Additional Director (Independent) and Mr. Krishna Kishore Maheshwari (DIN: 00017572) as the Additional Director (Non-Executive) of the Company w.e.f. 03^rd February 2026. Their appointments as an Independent Director and Non-Executive Director were approved by the shareholders of the Company vide Postal Ballot on 26^th March 2026 respectively.

CESSATION

Non-Executive Directors

Pursuant to the Subscription Agreement executed between Jomei Investments Limited ("the Investor") and the Company, the Investors had a right to nominate a Non-Executive (Nominee) Director on Board of the Company basis their shareholding in the Company.

Consequent to the sale of shares by the Investor, the shareholding of the Investor in the Company has fallen below the prescribed threshold as per Subscription Agreement and the right of nomination of the Investor had fallen away. Pursuant thereto, Mr. Romesh Sobti (DIN: 00031034), the Non-Executive (Nominee) Director of the Company tendered his resignation from the Board of your Company with effect from 19^th June 2025.

Independent Director

Ms. Vijayalakshmi Iyer (DIN: 05242960), Independent Director of the Company, had ceased to be a Director of the Company with effect from 27^th November 2025, following her resignation due to personal and professional commitments. Ms. Iyer, through her resignation letter, had confirmed that there are no material reasons for her resignation other than those specified above.

The Board places on record its sincere appreciation for the valuable services rendered by Mr. Romesh Sobti and Mrs. Vijayalakshmi Iyer 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. Kumar Mangalam Birla (DIN:

2. Mr. Rakesh Singh - Executive Director and Chief Executive Officer (NBFC);

3. Ms. Pinky Mehta - Chief Financial Officer; and

4. Mr. Santosh Haldankar - Company Secretary and Compliance Officer.

During the period under review, apart from the aforesaid, there were no changes in the KMPs of the Company.

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 NRC and the Board of Directors have carried out an annual performance evaluation of the Board, performance of Individual Directors, various Committees of the Board 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. Non-Executive Directors and Independent Directors demonstrate a strong understanding of the Company and its requirements. They keep themselves current on the areas to be discussed at the Board Meetings. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss and decide on the Company's performance and strategies. During the financial year under review, the Board met 10 (Ten) times on 13^th May 2025, 2^nd July 2025, 4^th August 2025, 1^st September 2025, 30^th October 2025, 26^th November 2025, 3^rd February 2026 (two meetings were held), 23^rd February 2026 and 17^th March 2026.

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

h) Special Committee of the Board for Monitoring and Follow-up of cases of Frauds;

i) Committee of the Board for lending to Related Parties.

More information on all of the above Committees including details of their Meetings, if any, their 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 Act, the Annual Return in Form MGT-7 of the Company for the financial year 2025-26 is available on the Company's website at https:// www.adityabirlacapital.com/investor-relations/financial-reports.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Hon'ble Courts or Tribunals which would impact the going concern status and Company's operations in future.

AUDITORS

Joint Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, SEBI Listing Regulations and Circular No. RBI/2021-22/25 Ref. No. DoS. CD.ARG/ SEC.01/08.91.001/2021-22 dated 27^th April 2021 issued by RBI on Guidelines for appointment of Statutory Auditors ("RBI Circular") as amended, the Company had appointed the following Joint Statutory Auditors:

• M/s. M M NISSIM & CO LLP, Chartered Accountants (ICAI Firm Registration No. 107122W/W100672) ("NISSIM") were appointed as Joint Statutory Auditors of the Company for a term of 3 (Three) continuous years from the conclusion of 17^th (Seventeenth) AGM till the conclusion of the 20^th (Twentieth) AGM of the Company.

• M/s. KKC & Associates LLP, Chartered Accountants (Firm Registration No. 105146W/W100621) ("KKC") were appointed as Joint Statutory Auditors of the Company for a term of 3 (Three) continuous years from the conclusion of the 18^th (Eighteenth) AGM till the conclusion of the 21^st (Twenty-first) AGM of the Company.

M/s M M NISSIM & CO LLP, Chartered Accountants and M/s. KKC & Associates LLP, Chartered Accountants have confirmed that they are not disqualified to act as Statutory Auditors of the Company, and they comply with the eligibility criteria/requirements specified under Section 141(3) of the Companies Act and the RBI Circulars for FY 2025-26.

The observation(s) made in the Auditor's Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act. The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Members of the Company at the previous AGM held on 14^th August 2025, approved the appointment of M/s. N L Bhatia & Associates, Practicing Company Secretaries (Firm Reg. No.: P1996MH055800), as the Secretarial Auditor of the Company for a term of five consecutive years i.e. from FY 2025-26 to FY 2029-30. The Secretarial Audit Report in Form MR-3 for the financial year ended 31^st March, 2026, is enclosed as Annexure III to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

Further, the Annual Secretarial Compliance Report for the financial year ended 31^st March, 2026 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, obtained from M/s. N L Bhatia & Associates, Secretarial Auditor, is available on the website of the Company and can be accessed at https://www.adityabirlacapital.com/investor-relations/ announcements-and-updates.

Cost Records and Auditors

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

Reporting of Frauds by Auditors

None of the Auditors of your Company, i.e., the Joint Statutory Auditors and Secretarial Auditors have 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.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy ("CSR Policy"), which outlines the Company's CSR philosophy and the activities to be undertaken in accordance with the Act and the CSR Rules. The CSR Policy has been duly approved by the Board and is available on the Company's website at https://www. adityabirlacapital.com/investor-relations/policies-and-code .

As part of its CSR initiatives, the Company has undertaken various programs with a focus on the areas of healthcare, education,

livelihood enhancement, financial inclusion, and promotion of sports. These initiatives are aligned with the requirements of the Companies Act, 2013, and the Company's CSR Policy.

During the financial year under review, the Company spent an amount of ? 52.72 Crore on CSR activities as at 31^st March 2026, against the CSR Obligation of FY 2025-26 of ? 54.60 Crore. Details of the CSR projects and initiatives undertaken by the Company are available on the Company's website at: https://adityabirlacapital. com.

The unspent CSR amount of ?1.88 Crore pertaining to ongoing projects for FY 2025-26 was transferred to a separate Unspent CSR Account within the timelines prescribed under the Act.

Further details regarding the Company's CSR initiatives and governance framework are provided in the Corporate Governance Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

The said policy is available on the Company's website at https:// www.adityabirlacapital.com/investor-relations/policies-and-codes.

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 look into the 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 year, the Company received 5 (five) complaints, of which 4 (four) were resolved and 1 (one) enquiry was under investigation as on 31^st March 2026. None of the complaints were pending for more than 90 days.

Details relating to maternity benefits and compliance under Maternity Benefit Act, 1961

The Company hereby confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961, and the rules

framed thereunder, as amended from time to time. In addition to the statutory benefits mandated under the said Act, the Company, as part of the Aditya Birla Group, extends certain enhanced maternity-related benefits and support measures to eligible employees, in accordance with its internal policies.

DISSEMINATION OF ANNUAL REPORT

In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members/securities holders of the Company whose email address(es) are registered with the Company/Depository Participants via electronic mode, which shall be made available for inspection by the Members via electronic mode.

Pursuant to the provisions of Regulation 36(1)(b) and 58(1)(b) of SEBI Listing Regulations, a letter providing the web-link including the exact path and static Quick Response Code, where complete details of the Annual Report is available, is being sent to those securities holders that have not registered their respective email addresses. Also, if any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary at the Registered Office of the Company in this regard or send an email to abc.secretarial@adityabirlacapital.com.

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 attached as Annexure IV to this 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.

Human Resources

The Company, together with its subsidiaries and associates, continues to focus on strengthening organisational capability in line with its long term strategic priorities. As the business evolves within an increasingly complex and technology enabled financial services environment, emphasis remains on building a workforce that is adaptable, skilled and aligned with the organisation's values and expectations. This approach supports consistent execution and sustainable growth across businesses.

Our people practices are anchored in creating an inclusive, performance driven workplace that supports continuous capability building and responsible career progression. During the year, the organisation continued to enhance digital, data and AI enabled capabilities across functions, alongside domain and leadership development, to ensure workforce readiness for evolving roles and operating models. These

efforts are complemented by learning pathways, internal mobility opportunities and leadership engagement, enabling employees to grow in line with both business requirements and personal aspirations.

Additionally, sustained initiatives focused on enhancing ease of doing business have contributed to improved productivity and a broader spread of performance across the organisation.

As on 31^st March 2026, the Company, along with its subsidiaries and associates, had an employee strength of over 68,447 Gen Y and Gen Z together constituting over 85% of the workforce, reflecting the demographic composition across frontline, specialist and managerial roles. Women represented 33% of the workforce.

Building Capabilities, Enabling Success

Capability development during the year was directed towards strengthening role critical skills, leadership effectiveness and cross functional readiness across the organisation. Focus areas included functional expertise, digital and data enabled capabilities, and people leadership, supported by structured learning interventions and internal talent mobility. These efforts were aimed at ensuring operational continuity, improving execution quality and building capacity for future growth.

Talent Management

Aditya Birla Capital continues to make strategic investments in leadership and culture to support long term growth across its businesses, with a deliberate focus on building strong internal bench strength for succession. In FY25-26, ABC strengthened management effectiveness through clearly defining leadership behaviours required for digital first execution, customer centricity, operational discipline, and 'One ABC' accountability. The I'M ABC (Integrity & Governance, Mindset Digital, Accountability & Ownership, Be Collaborative & Sensitive, Customer First) culture has been institutionalised in key people practices including leadership development, middle management & above hiring, high potential identification etc.,

Succession is a tightly governed and robust process, focused on systematically building readiness for critical roles through planned role movements, cross business exposures, and development on emerging skills. Reflecting the maturity of the internal pipeline, 75% of critical and leadership roles are filled by internal talent. Governance and accountability are enforced through structured Talent Councils, ensuring disciplined identification, development, and progression of internal leaders. Leadership capacity is further strengthened through targeted leadership development, middle management development, including the Leadership Talent Development Program (LTDP), supported by mentoring, Development Assessment Centres, and coaching. Enterprisewide talent reviews provide a long term, comprehensive view of

potential, reinforcing the depth and resilience of the succession funnel and leadership bench.

Collectively, these initiatives reinforce a strong leadership pipeline, disciplined succession governance, and a resilient culture foundation to sustainably support performance and value creation.

Employee Wellness

Our Wellness Framework is anchored in four pillars Physical, Social, Emotional, and Family Well-being enabling a holistic approach that addresses the diverse needs of our mutigenerational workforce.

Our physical wellness initiatives focus on prevention through comprehensive health assessments, structured personalised health coaching, and health insurance coverage.

We foster social connection and purpose through initiatives such as employee volunteering, give back programs and internal interest groups.

Emotional well-being is supported through reinforcing awareness, and confidential counselling services, extended to employees and their families to encourage proactive mental health management.

SUSTAINABILITY

At Aditya Birla Capital Limited (ABCL), sustainability is deeply embedded in our corporate identity and strategic vision. In alignment with the Aditya Birla Group's Sustain-ability 3.0 approach, we are transitioning from a focus on compliance and performance to driving long-term enterprise value, resilience, and competitive advantage through sustainability.

Guided by the Group's purpose of being a Force for Good, we integrate environmental, social, and governance (ESG) considerations into our core business strategy, decision-making, and value chain. This enables us to foster sustainable and inclusive growth, respond to evolving stakeholder expectations, strengthen business resilience, and create meaningful impact for our communities and the planet.

Financial inclusion remains a core priority across our subsidiaries. Our lending businesses support SMEs and provide supply chain finance to small vendors. In FY26, we financed renewable energy projects worth ?6,335 Crore, contributing to a cumulative capacity of 3,965 MW.

In line with our commitment to affordable housing, Aditya Birla Housing Finance Limited (ABHFL) offers tailored housing loans to both salaried and self-employed individuals. Additionally, to strengthen our presence in rural markets, we continue to expand the issuance of rural life insurance policies and broaden the coverage of our rural health insurance products.

i) there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme except under Employee Stock Option Scheme referred to in this Report;

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 issue of shares with differential rights;

iv) there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016;

v) there was no failure to implement any Corporate Action; and

vi) there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 8(5)(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

ACKNOWLEDGEMENTS

The Board takes this opportunity to express its appreciation for the support and co-operation extended by our various partners and other business associates. The Board gratefully acknowledges the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Board also acknowledges the support and contribution of Company's bankers, Stock Exchanges, Registrar of Companies, Depositories, the Reserve Bank of India, Securities and Exchange Board of India, Central and State Governments and other regulatory bodies and the shareholders who have always supported and helped the Company to achieve our objectives.

The Board places on record its appreciation for the exemplary contribution made by the employees of the Company and its Subsidiaries and Associate(s) at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company's and its Subsidiaries and Associate(s)' growth.