Aditya Birla Capital Ltd — Proxy Solicitation & Information Statement 2023

Jun 3, 2023

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Ref: No. ABCL/SD/MUM/2023-24/JUNE/06

3 June 2023

BSE Limited

1[st] Floor, New Trading Ring, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code: 540691 Scrip ID: ABCAPITAL

National Stock Exchange of India Limited

Exchange Plaza, 5[th] Floor, Plot. C/1, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

Symbol: ABCAPITAL

Dear Sir/Madam,

Sub: Intimation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations")

In terms of the SEBI Listing Regulations, 2015 and in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with relevant Ministry of Corporate Affairs ("MCA") Circulars, please find enclosed copies of the newspaper advertisement published today in the following newspapers:

1. Business Standard, All India Editions in English; and

2. Sandesh, Rajkot Edition in Gujarati.

The above is for your information, records and dissemination please.

Thanking you,

Yours sincerely,

For Aditya Birla Capital Limited

Amber Digitally signed by Amber Gupta Date: 2023.06.03 19:34:33 +05'30' Gupta Amber Gupta Company Secretary & Compliance Officer ACS 14091

Aditya Birla Capital Limited One World Centre, Tower 1, 18[th] Floor, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013 +91 22 4356 7000 | (F) +91 22 4356 7111 abc.secretarial@adityabirlacapital.com | www.adityabirlacapital.com

Registered Office Indian Rayon Compound, Veraval- 362 266, Gujarat +91 2876 243257 CIN L67120GJ2007PLC058890

TAKE TWO 15

MUMBAI | SATURDAY, 3 JUNE 2023

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Foods gives ITC an appetite for diversification The largest chunk of the tobacco major’s non-cigarette FMCG portfolio is growing rapidly on the back of hectic brand building, acquisitions, and new ventures

Bingo!, Yippee!, and Classmate. SMOKE SIGNALS Sproutlife is a work in progress. ITC acquired 39.4 per cent on ITC consolidated figures in ~ crore n FY21 n FY22 n FY23 May 4 and is expected to complete Foods gives ITC an appetite 100 per cent acquisition in three to REVENUE FROM OPERATIONS 70,436 four years. 58,873 New revenue streams such as food-tech are also getting added to for diversification 83,897 the non-cigarette FMCG business. Leveraging the strengths of its foods The largest chunk of the tobacco major’s non-cigarette FMCG portfolio is growing and hospitality verticals, ITC set up a string of cloud kitchens in Benga - rapidly on the back of hectic brand building, acquisitions, and new ventures luru — the brands are available on FMCGFMCG-others Hotels Agri business Paper Others delivery platforms. So far in a pilot ISHITA AYAN DUTT isation and portfolio strategy cigarette boards,paper phase, food-tech would branch out Kolkata, 2 June and you have ITC’s recipe for margin & packaging to one or two other cities this finanexpansion. cial year, company sources said. he slow-cooked whole black While cost take-out was in focus, PROFIT/LOSS BEFORE INTEREST & TAX Though this is more on the QSR 25,035 lentils in a tomato gravy, “Dal beefing up distribution channels has 16,348 trajectory, the opportunities in the TBukhara”, a signature dish of been in the works too. The market FMCG space are also immense with 20,028 ITC Maurya that has often earned coverage has been stepped up to an addressable market size of ~5 trilhigh praise from some of the approximately 2.1 times the pre-panlion. And there is room for growth world’s most powerful leaders, demic level. in revenues and profitability. including former US President Bill ITC straddles a wide range of “Given the size of the FMCG busiClinton, hit the supermarkets in a businesses — cigarettes, hotels, agri ness, there is a lot more scope for ready-to-eat format in 2001. business, paperboards, paper and FMCGFMCG-others Hotels Agri business Paper Others margin expansion — we expect 100 The launch under the “Kitchens packaging — but it’s the diversificacigarette boards,paper basis points this year,” Aggarwal said. of India” brand had marked ITC’s tion in FMCG (read foods), that & packaging But there is a buzz around ITC foray into the non-cigarette fastcent from ~935 crore in FY22, the to other large-cap staples players in draws on the institutional strengths Source: Capitaline Compiled by BS Research Bureau and it’s certainly not just for the nonmoving consumer goods (FMCG) previous best. Revenues from the FY24 and FY25. the most. Foods is the biggest chunk cigarette FMCG business. The space. In the next two decades, mulsegment in FY23 at ~19,153 crore The foundation was in preparain the FMCG portfolio. Be it agri for heavy-lifting cigarettes has bounced tiple launches across foods, personal were higher by 19.53 per cent from tion for some time; investments in sourcing or hotels for cuisine expertscratch. At the back-end, it’s powcrore in terms of consumer spend — back in the last five to six quarters. care, education and stationery pro~16,023 crore in FY22. manufacturing, the Integrated ise or paper for packaging — the ered by 400 scientists at ITC’s Life are now a string of acquisitions, a The hospitality segment is on a stelducts, agarbattis followed to create Amnish Aggarwal, directorConsumer Goods Manufacturing foods business is really the sum of Sciences and Technology Centre in distinct trend in the last five years. lar run with leisure and business one of India’s largest FMCG players. research, Prabhudas Lilladher, reckand Logistics facilities (ICML), and many parts. Bengaluru, the research and develThe big-ticket Sunrise happened travel picking up — the asset-right Revenues started kicking in and oned that Ebitda (earnings before digitisation are long-running initiaWhen it comes to revenue, the opment platform. in July 2020, followed by Sproutlife model is also working in its favour. soon FMCG became second only to interest, tax, depreciation and am - tives that are now bearing fruit. FMCG segment accounts for the In the last three years, the comFoods, makers of Yoga Bar healthy Margins have expanded in the rest tobacco. In contrast, the bottomline ortisation) margins hit double digits There are about 11 ICMLs across largest chunk (22.83 per cent) after pany has launched 300 products. It foods. In between, it invested in D2C of the businesses as well. (reported as profit before interest and in FY23 for the first time. “For the the country — most were estabcigarettes, which still leads the peaked during the Covid-19 panbrands Mother Sparsh and Mylo. That is reflecting on the ITC tax or PBIT in the segment results) last six years, Ebitda margins have lished in the last three to five years. pack with 37.27 per cent of revenues demic in FY21 at 120; in FY23, it was Not that ITC was shy of acquisition stock, which has outperformed the has been a slow starter. But if last ye - been expanding year-on-year (YoY). An integrated digital architecture and 75.42 per cent of PBIT (in still at over 90. earlier — it bought brands such as broader benchmark indices by a ar’s numbers are any indication, the In FY17, it had stood at 2.5 per cent covers 200 factories, 50 warehouses, FY23). But FMCG has now started “ITC is one of the most aggressive Savlon, B Natural, Nimyle — but the wide margin. Perhaps it’s also helpcompany’s FMCG (non-tobacco) bu - and FY22 ended at 9 per cent. Last 2,200 distributors, and more than contributing to the bottomline FMCG companies in terms of innoscale has notched up recently. ing drown out the clamour for s iness appears to be coming of age. financial year, it was at 10.2 per cent.” 17,000 stockists besides 2.5 million more meaningfully. vation and product launches,” After the acquisition, Sunrise has demerger of businesses and conAt ~1,386 crore, the non-cigaIn its post-Q4FY23 results report, retailers leading to efficiencies, The non-cigarette FMCG segPrabhudas Lilladher’s Aggarwal said. joined the elite ~1,000-crore club cerns around ESG (environmental, rettes FMCG segment clocked its Motilal Oswal mentioned, ITC’s according to company sources. ment was painstakingly put together Adding to the homegrown bran - along with Aashirvaad (over ~7,000 social and governance) with its highest PBIT in FY23, up 48.23 per earnings outlook is better compared Add to this, a focus on premiumover the years with brands built from ds — there are five perched at ~1,000 crore), Sunfeast (over ~4,500 crore), tobacco play.

INVESTMENT CORPORATION LIMITED

1. An Extra-Ordinary General Meeting (“EGM/Meeting”) of the Members of Aditya Birla Capital Limited (“the Company/your Company”) will be held on Saturday, 24[th] June 2023 at 11:00 a.m. (Indian Standard Time) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) , in compliance with all the applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Ministry of Corporate Affairs (“MCA”) Circulars dated 8[th] April 2020, 13[th] April 2020, 15[th] June, 2020, 23[rd] June, 2021, 8[th] December, 2021, 5[th] May 2022 and 28[th] December, 2022 and the provisions of Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 to transact the special business set out in the Notice calling the EGM. Members participating through the VC / OAVM facility shall be reckoned for the purpose of quorum under Section 103 of the Companies Act, 2013. 2. In compliance with the relevant Circulars, the Notice of EGM and other documents required to be attached thereto, have been sent through email on 2[nd] June 2023 to those Members of the Company whose email address(es) are registered with the Company / Depository Participants. 3. The aforesaid documents are also available on the Company’s website at https://www. adityabirlacapital.com/investor-relations and on the website of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Company’s Registrar and Transfer Agent, M/s KFin Technologies Limited (“KFinTech”) at https://evoting.kfintech.com/. 4. Relevant documents referred to in the Notice of EGM are available for inspection electronically without any fee by the Members from the date of circulation of the Notice of EGM up to the date of the EGM. Members seeking to inspect such documents can send an email to abc.secretarial@ adityabirlacapital.com asking for the same. 5. Members who would like to express their views or ask questions during the EGM may register themselves by logging on to https://emeetings.kfintech.com and clicking on the ‘Speaker Registration’ option available on the screen after log in. The Speaker Registration will be open from Monday, 19[th] June 2023 to Wednesday, 21[st] June 2023. Only those Members who are registered will be allowed to express their views or ask questions. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the EGM. 6. Alternatively, Members holding shares as on the cut-off date may also visit https://emeetings. kfintech.com and click on the tab ‘Post Your Queries’ and post their queries / views /questions in the window provided, by mentioning their name, demat account number / folio number, email ID and mobile number. The window will close at 3.00 p.m. (IST) on Wednesday, 21[st] June 2023. 7. Instructions for remote e-voting and e-voting at the EGM: In compliance with the Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the SEBI (LODR) Regulations, 2015, the shareholders are provided with the facility to cast their votes on all resolutions set forth in the Notice of EGM using electronic voting system (e-voting) provided by KFinTech. Shareholders have option to cast their vote using the remote e-voting or e-voting during the EGM (“Insta Poll”) . The process for remote e-voting and e-voting during the EGM is provided in the Notes of the Notice of the EGM. The Cut-off date for determining the eligibility of Shareholders for e-voting is Saturday, 17[th] June 2023 . The remote e-voting facility will be available during the following period: Commencement of remote e-voting: 9:00 a.m. (IST) on Wednesday, 21[st] June 2023 End of remote e-voting: 5:00 p.m. (IST) on Friday, 23[rd] June 2023 The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period. 8. A person, whose name is recorded in the Company’s Register of Members or in the Register of beneficial owners maintained by the depositories as on the cut-off date, i.e., Saturday , 17[th] June 2023, only shall be entitled to avail the facility of remote e-voting or for participation at the EGM and voting through Insta Poll. 9. Manner of registering / updating email address(es): a) Members holding shares in physical mode, who have not registered / updated their email address(es) with the Company, are requested to register/ update the same by sending request at M/s KFin Technologies Limited, Selenium Building, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 along with Form ISR-1 and other relevant forms and documents. The format of Form ISR-1 is available on the website of KFinTech at https:// ris.kfintech.com/clientservices/isc/. b) Members holding shares in dematerialised mode who have not registered their e-mail address(es) with their Depository Participant(s) are requested to register / update their email address(es) with the Depository Participant(s) with whom they maintain their demat accounts. 10. The Members who have cast their vote(s) by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting. Once the vote on a resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again. 11. Any person, who acquires shares of the Company and becomes Member of the Company after the dispatch of the notice of EGM and holding shares as on the cut-off date i.e. Saturday , 17[th] June 2023 , can login and obtain Login ID and password by sending a request at evoting@kfintech.com. However, if a person is already registered with KFinTech for remote e-voting then existing User ID and password can be used for casting the vote. 12. In case of any query pertaining to e-voting, Members may refer to the “Help” and “FAQs” sections / E-voting user manual available through a dropdown menu in the “Downloads” section of KFinTech’s website: https://evoting.kfintech.com/. For any grievances related to remote e-voting, please contact Mr. Ganesh Chandra Patro, Assistant Vice President, M/s KFin Technologies Limited, Selenium Building, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032; at e-mail: einward.ris@kfintech.com; Phone No.: +91 40 6716 1630; Toll-free No.: 1800309-4001. 13. Members are requested to carefully read all the Notes set out in the Notice of EGM and in particular, instructions for joining the EGM, manner of casting vote through remote e-voting or e-voting at the EGM. 14. For any queries relating to EGM, Members can write to KFinTech at E-mail ID: einward.ris@ kfintech.com or to the Company at abc.secretarial@adityabirlacapital.com with the subject line “Aditya Birla Capital Limited – EOGM 2023”. By order of the Board of Directors of ADITYA BIRLA CAPITAL LIMITED Sd/- Amber Gupta Place: Mumbai Company Secretary and Compliance Officer Date : 2[nd] June, 2023 A14091

CIN: L67200MH1937PLC002622 Regd. Office: Elphinstone Building, 10 Veer Nariman Road, Mumbai- 400 001 Tel: 022-66658282 Fax: 022-66657917 E-mail: ticl@tata.com web: www.tatainvestment.com NOTICE OF THE 86TH ANNUAL GENERAL MEETING, E-VOTING AND BOOK CLOSURE Annual General Meeting : NOTICE is hereby given that the Eighty-Sixth (86[th] ) Annual General Meeting (‘AGM’ or ‘Meeting’) of the Members of Tata Investment Corporation Limited (‘the Company’) will be held on Tuesday, 27[th] June, 2023 at 11.00 a.m. (IST) through Video Conferencing (‘VC’) facility / Other Audio Visual Means (‘OAVM’) ONLY, to transact the businesses set out in the Notice of the AGM.

In accordance with the General Circulars dated 8[th] April, 2020, 13[th] April, 2020, 5[th] May, 2020 along with subsequent circulars issued in this regard, the latest being Circular dated 28[th] December, 2022 issued by the Ministry of Corporate Affairs (collectively referred to as ‘MCA Circulars’) and Circular dated 13[th] May, 2022 read with Circular dated 5[th] January, 2023 issued by the Securities and Exchange Board of India (‘SEBI Circulars’), the Company has sent the Notice of the 86[th] AGM along with the Annual Report 2022-23 on Friday, 2[nd] June, 2023, through electronic mode only, to those Members whose e-mail addresses are registered with the Company or Registrar & Transfer Agent (‘Registrar’) and Depositories. The Company shall send copy of physical Annual Report for the FY 2022-23 to those Members, who request the same at ticl@tata.com.

The Annual Report 2022-23 of the Company, inter alia, containing the Notice and the Explanatory Statement of the 86[th] AGM is available on the website of the Company at https://tatainvestment.com/wp-content/uploads/2023/06/TICL-Annual-Report-2022-23.pdf and on the websites of the Stock Exchanges viz. www.bseindia.com and www.nseindia.com. A copy of the same is also available on the website of National Securities Depository Limited (‘NSDL’) at www.evoting.nsdl.com. Remote e-Voting:

In compliance with Section 108 of the Companies Act, 2013 (‘the Act’) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Secretarial Standards - 2 issued by the Institute of Company Secretaries of India on General Meetings and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing to its Members the facility of remote e-Voting before the AGM and during the AGM in respect of the businesses to be transacted at the AGM and for this purpose, the Company has appointed NSDL for facilitating voting through electronic means. The detailed instructions for remote e-Voting are given in the Notice of the AGM. Members are requested to note the following: a. The remote e-Voting facility would be available during the following period: Commencement of remote e-Voting From 9.00 a.m. (IST) on Friday, 23[rd] June, 2023 End of remote e-Voting Upto 5.00 p.m. (IST) on Monday, 26[th] June, 2023 The remote e-Voting module shall be disabled by NSDL for voting thereafter and Members will not be allowed to vote electronically beyond the said date and time. b. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on Tuesday, 20[th] June, 2023 (‘Cut-Off Date’). The facility of remote e-Voting system shall also be made available during the Meeting and shall be disabled 15 minutes after the conclusion of the Meeting. Members attending the Meeting, who have not already cast their vote by remote e-Voting shall be able to exercise their right during the Meeting. Once the vote on a resolution is cast by the Member, the same shall not be allowed to be changed subsequently. A person whose name is recorded in the Register of Members / Register of Beneficial Owners as on the Cut-Off Date only shall be entitled to avail the facility of remote e-Voting before / during the AGM. Members who have cast their vote by remote e-Voting prior to the Meeting may also attend the Meeting electronically, but shall not be entitled to vote on such resolution(s) again.

c. A non-individual shareholder or shareholder holding securities in physical mode, who acquires shares of the Company and becomes a Member of the Company after the despatch of the Notice and holds shares as on the cut-off date, may obtain the User ID and Password for e-Voting by sending a request at evoting@nsdl.co.in. However, if the shareholder is already registered with NSDL for remote e-Voting then he/she can use his/her existing User ID and password for casting the vote.

d. Individual shareholders holding securities in electronic mode and who acquire shares of the Company and become a Member of the Company after despatch of the Notice and hold shares as of the cut-off date may follow the login process mentioned at point 29(B) of the Notice of the AGM. Members can also login by using the existing login credentials of the demat account held through Depository Participant registered with NSDL or Central Depository Services Limited (‘CDSL’) for e-voting facility. e. A person who is not a Member as on the cut-off date should treat the Notice of the AGM for information purposes only. Mr. P. N. Parikh (Membership No. FCS 327) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331) or failing him, Ms. Sarvari Shah (Membership No. FCS 9697), of Parikh & Associates, Practicing Company Secretaries, has been appointed as the Scrutiniser to scrutinise the remote e-Voting process before / during the AGM in a fair and transparent manner.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the ‘Downloads’section of www.evoting.nsdl.com or call NSDL on 022 - 4886 7000 and 022 - 2499 7000 or send a request Ms. Pallavi Mhatre, Senior Manager - NSDL at evoting@nsdl.co.in.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL: Login type Helpdesk details Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk holding securities in by sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000 demat mode with NSDL and 022 - 2499 7000 Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk holding securities in by sending a request at helpdesk.evoting@cdslindia.com or contact at demat mode with CDSL toll free no. 1800 22 55 33 Book Closure and Dividend: Notice is further given that pursuant to Section 91 of the Act and the Rules framed thereunder, the Register of Members and the Share Transfer Books of the Company will remain closed from Tuesday, 13[th] June, 2023 to Tuesday, 20[th] June, 2023 (both days inclusive) for the purpose of the 86[th] AGM and payment of Dividend of Rs. 48/- (480%) per Ordinary Shares of Rs.10 each of the Company . The dividend, if declared by the Members, will be paid on or after Thursday, 29[th] June, 2023. The detailed process/ Forms of the same is available on the website of the Company at www.tatainvestment.com.

For Tata Investment Corporation Limited Sd/Place: Mumbai Manoj Kumar C V Dated: 2[nd] June, 2023 Chief Financial Officer and Company Secretary

CMYK

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CMYK