Aditya Birla Capital Ltd — Proxy Solicitation & Information Statement 2024

Dec 2, 2024

Ref: No. ABCL/SD/MUM/2024-25/DECEMBER/01

2 December 2024

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BSE Limited

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

The National Stock Exchange of India Ltd 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 Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)- Notice convening the meeting of the equity shareholders of Aditya Birla Capital Limited (“the Company”)

Reference: In the matter of Scheme of amalgamation ("Scheme") of Aditya Birla Finance Limited (“Amalgamating Company”) (a wholly owned subsidiary of the Company) with the Company.

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Listing Regulations, and other regulations, if applicable, please find enclosed the Notice along with the Explanatory Statement (including the annexures) of the meeting of the equity shareholders of the Company, pursuant to the order of the Hon’ble National Company Law Tribunal, Ahmedabad Bench pronounced on 29 November 2024 for the purpose of considering and, if thought fit, approving with or without modification(s) the arrangement embodied in the Scheme, to be held on Tuesday, 7 January 2025 at 11:00 a.m. (1100 hours) IST through electronic mode (video conference (“VC”) or other audio visual means (“OAVM”) (“the Meeting”).

The details pertaining to remote e-voting, e-voting during the Meeting (Insta poll) and attending the Meeting through VC/OAVM have been set out in the Notice.

The Notice along with the Explanatory Statement (including the annexures) are also available on the website of the Company at https://www.adityabirlacapital.com/investor-relations/scheme-ofamalgamation

We request you to take the aforesaid on records.

Thanking you,

Yours sincerely, For Aditya Birla Capital Limited

SANTOSH Digitally signed by SANTOSH GURUDAS GURUDAS HALDANKAR Date: 2024.12.02 HALDANKAR 17:47:53 +05'30'

Santosh Haldankar

Company Secretary & Compliance Officer Cc:

Luxembourg Stock Exchange Citi Bank N.A. Market & Surveillance Dept., Custodial Services P.O. Box 165, L-2011 Luxembourg, FIFC, 11[th] Floor, C-54 & 55, G Block Grand Duchy of Luxembourg Bandra Kurla Complex Bandra (East), Mumbai 400 051

Citi Bank N.A. Depositary Receipt Services 388 Greenwich Street 14[th] Floor, New York, NY 10013

Listing Agent Banque Internationale à Luxembourg SA 69 route d'Esch L - 2953 Luxembourg Grand Duchy of Luxembourg

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ADITYA BIRLA CAPITAL LIMITED NOTICE FOR MEETING OF EQUITY SHAREHOLDERS (convened pursuant to the order dated November 29, 2024 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench)

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NOTICE - EQUITY SHAREHOLDERS

ADITYA BIRLA CAPITAL LIMITED

		NOTICE- EQUITY SHAREHOLDERS ADITYA BIRLA CAPITAL LIMITED
Registered Ofce	:	Indian Rayon Compound, Veraval - 362 266, Gujarat, India.
Corporate Ofce	:	One World Centre, Tower I, 18thFloor, Jupiter Mill Compound, 841 Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013
Tel No.	:	Registered Ofce : +91 28 7624 3257 Corporate Ofce : +91 22 6723 9101
CIN	:	L67120GJ2007PLC058890
Website	:	www.adityabirlacapital.com
E-mail	:	abc.secretarial@adityabirlacapital.com

MEETING OF THE EQUITY SHAREHOLDERS

OF

ADITYA BIRLA CAPITAL LIMITED

(convened pursuant to the order dated November 29, 2024 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench)

MEETING:

MEETING:
Day	:	Tuesday
Date	:	January7, 2025
Time	:	11:00 a.m.(1100 hours)IST
Mode	:	Through Video Conference/Other Audio-Visual Means

REMOTE E-VOTING:

EVEN	8519
Cut-of Date for determining the Equity Shareholders entitled to vote	Tuesday, December 31, 2024
Commencement of remote e-voting period	Thursday, January 2, 2025 at 9:00 a.m. (0900 hours) IST
End of remote e-voting period	Monday, January 6, 2025 at 5:00 p.m. (1700 hours) IST

E-VOTING DURING THE MEETING

E-voting shall be available to the Equity Shareholders of Aditya Birla Capital Limited during the Meeting.

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INDEX

	INDEX
Sr. No.	Contents	Page No.
1.	Notice convening the meeting of the Equity Shareholders of Aditya Birla Capital Limited under the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench	3
2.	Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016	13
3.	Annexure 1 Scheme of Amalgamation of Aditya Birla Finance Limited with Aditya Birla Capital Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013	38
4.	Annexure 2 Copy of the report on fair ratio of entitlement for the non-convertible debenture holders of Aditya Birla Finance Limited in respect of the proposed Scheme, dated March 11, 2024, issued by M/s. Bansi S Mehta Valuers LLP, Registered Valuer (Valuation Report)	74
5.	Annexure 3 Copy of the fairness opinion dated March 11, 2024, issued by Inga Ventures Private Limited to the Board of Directors of Aditya Birla Finance Limited and Aditya Birla Capital Limited	88
6.	Annexure 4 Copy of the Nil Complaint Report dated May 14, 2024, submitted by Aditya Birla Finance Limited to BSE Limited	93
7.	Annexure 5 Copy of the Nil Complaint Report dated May 17, 2024, submitted by Aditya Birla Finance Limited to National Stock Exchange of India Limited	95
8.	Annexure 6 Copy of the no adverse observations letter dated June 28, 2024, from BSE Limited to Aditya Birla Finance Limited	97
9.	Annexure 7 Copy of the no-objection letter dated July 1, 2024, from National Stock Exchange of India Limited to Aditya Birla Finance Limited	100
10.	Annexure 8 Details of “ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Aditya Birla Capital Limited (Resultant Company), its promoters and directors”	103
11.	Annexure 9 Copy of letter dated March 22, 2024 addressed by Aditya Birla Capital Limited to BSE Limited and National Stock Exchange of India Limited	112
12.	Annexure 10 Report adopted by the Board of Directors of Aditya Birla Finance Limited on March 11, 2024, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	113
13.	Annexure 11 Report adopted by the Board of Directors of Aditya Birla Capital Limited on March 11, 2024, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	118
14.	Annexure 12 Unaudited Financial Results (Standalone) of Aditya Birla Finance Limited for the quarter ended September 30, 2024	123
15.	Annexure 13 Unaudited Financial Results (Standalone and Consolidated) of Aditya Birla Capital Limited for the quarter ended September 30, 2024	132

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH, AHMEDABAD

C.A. (CAA)/ 49 (AHM) 2024

In the matter of Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013

and

In the matter of Scheme of Amalgamation

of

Aditya Birla Finance Limited (“Amalgamating Company”)

with

Aditya Birla Capital Limited (“Amalgamated Company”)

and

their respective shareholders and creditors

ADITYA BIRLA CAPITAL LIMITED , a company incorporated ) under the provisions of the Companies Act, 1956 and having ) its registered office at Indian Rayon Compound, ) Veraval - 362 266, Gujarat, India. ) CIN: L67120GJ2007PLC058890 ) … APPLICANT NO. 2 / AMALGAMATED COMPANY

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF ADITYA BIRLA CAPITAL LIMITED

To,

The Equity Shareholders of Aditya Birla Capital Limited:

NOTICE is hereby given that by an order dated November 29, 2024 (hereinafter referred to as the “ Order ”), the Hon’ble National Company Law Tribunal, Ahmedabad Bench (hereinafter referred to as the “ NCLT ”) has directed convening of a meeting of the Equity Shareholders (hereinafter referred to as the “ equity shareholders ”) of Aditya Birla Capital Limited (hereinafter referred to as the “ Amalgamated Company ”) for the purpose of considering and if thought fit, approving the arrangement embodied in the Scheme of Amalgamation of Aditya Birla Finance Limited (hereinafter referred to as the “ Amalgamating Company ”) with the Amalgamated Company and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”) pursuant to provisions of Sections 230 - 232 of the Companies Act, 2013 (hereinafter referred to as the “ Companies Act ”) and other applicable provisions thereof and applicable rules thereunder.

In pursuance of the Order and as directed therein, this Notice is hereby given that a meeting of the equity shareholders of the Amalgamated Company will be held on Tuesday, January 7, 2025, at 11:00 a.m. (1100 hours) IST through Video Conference (“ VC ”)/ Other Audio-Visual Means (“ OAVM ”) (hereinafter referred to as the “ Meeting ”) in compliance with the applicable provisions of the Companies Act; and General Circulars No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 20/2020 dated May 5, 2020; No. 22/2020 dated June 15, 2020; No. 33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 10/2021 dated June 23, 2021; No. 20/2021 dated December 8, 2021; No. 21/2021 dated December 14, 2021; No. 2/2022 and No. 3/2022 dated May 5, 2022; No. 10/2022 dated December 28, 2022; No. 9/2023 dated September 25, 2023; and No. 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (hereinafter referred to as the “ MCA Circulars ”) and Circular No. SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024, issued by the Securities and Exchange Board of India (hereinafter referred to as the “ Circular issued by SEBI ”) and the equity shareholders are requested to attend the Meeting to transact the following business:

To consider and if thought fit, to pass, the following resolution for approval of the Scheme by the requisite statutory majority:

“ RESOLVED THAT pursuant to the provisions of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other rules, circulars and notifications made thereunder (including any amendment, statutory modification, variation or re-enactment thereof) as may be applicable; the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time; the Securities and Exchange Board of India Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, including any amendment, statutory modification, variation or re-enactment thereof; and subject to applicable provisions of the Memorandum and Articles of Association of Aditya Birla Capital Limited (“ Amalgamated Company ”), and subject to the approval/ sanction of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“ NCLT ”), and subject to receipt of all statutory, governmental permissions and third party consents as may be required including the Securities and Exchange Board of India, Reserve Bank of India, and such other approvals, permissions and sanctions of regulatory and other authorities or tribunals, as may be necessary; and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, which may be agreed to by the Board of Directors of the Amalgamated Company (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Amalgamation of Aditya Birla Finance Limited (“ Amalgamating Company ”) with the Amalgamated Company and their respective shareholders and creditors (“ Scheme ”), a copy of which was circulated along with this Notice, be and is hereby approved.”

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“ RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the above resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any regulatory or other authorities, as may be required for the purpose of resolving any questions or doubts or difficulties that may arise or meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE that since this Meeting is held pursuant to the Order passed by the NCLT and in compliance with the MCA Circulars through VC/OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the present Meeting and hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 113 of the Companies Act, authorized representatives of institutional/corporate shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided that such equity shareholder sends a certified scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization/Power of Attorney/ Authority letter, etc., authorizing its representative to attend the Meeting through VC on its behalf, vote through e-voting during the Meeting and/or to vote through remote e-voting, to the scrutinizer at dilipbcs@gmail.com with a copy marked to evoting@kfntech.com by quoting the concerned DP ID and Client ID or Folio Number and with the subject line “ Aditya Birla Capital Limited NCLT Convened Meeting ”, before the remote e-voting or e-voting during the Meeting (Insta Poll), as the case may be. The said equity shareholders are also requested to upload the same in the e-voting module in their login. The scanned image of the above-mentioned documents should be in the naming format “Aditya Birla Capital Limited EVENT NO.”

TAKE FURTHER NOTICE that

• a) in compliance with the provisions of (i) MCA Circulars; (ii) Circular issued by SEBI; (iii) Sections 108 and 230 of the Companies Act read with the rules framed thereunder, as amended; (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and (v) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, the Amalgamated Company has engaged the services of Kfin Technologies Limited (hereinafter referred to as “ Kfin ” ) for the purpose of providing facility of voting by remote e-voting and e-voting during the Meeting (Insta Poll) so as to enable the equity shareholders, to consider and if thought fit, approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of the Amalgamated Company to the Scheme shall be carried out only through remote e-voting and e-voting during the Meeting (Insta Poll);

• b) in compliance with the MCA Circulars read with the Circular issued by SEBI and the Order passed by NCLT, (a) the aforesaid Notice, (b) the Scheme, (c) the explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, and (d) the enclosures as indicated in the Index (collectively referred to as “ Particulars ”), are being sent through electronic mode to those equity shareholders of the Amalgamated Company whose email IDs are registered with Kfin, the Amalgamated Company’s Registrar and Transfer Agent (“ RTA ”) /depositories/Amalgamated Company. The aforesaid Particulars are being sent to those equity shareholders of the Amalgamated Company whose email IDs are registered and whose names appear in the register of members/list of beneficial owners on Friday, November 29, 2024;

• c) the equity shareholders may note that the aforesaid Particulars will be available on the Amalgamated Company’s website at https://www.adityabirlacapital.com/investor-relations/scheme-of-amalgamation and on the websites 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 Kfin at https://evoting.kfntech.com/ ;

• d) copies of the aforesaid Particulars can be obtained free of charge, between 10:00 a.m. to 12:00 noon on all working days, up to the date of Meeting, from the registered office of the Amalgamated Company at Indian Rayon Compound, Veraval - 362 266, Gujarat, India; or by sending a request, along with the details of your shareholding, by email at abc.secretarial@adityabirlacapital.com ; or from the office of its advocates, M/s. Singhi & Co., Singhi House, 1, Magnet Corporate Park, Off Sola Bridge, S. G. Highway, Ahmedabad - 380 059, Gujarat, India;

• e) The Amalgamated Company has extended the remote e-voting facility for its equity shareholders, to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting (Insta Poll) are appended to the Notice. The equity shareholders, opting to cast their votes by remote e-voting or e-voting during the Meeting (Insta Poll) are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions from Thursday, January 2, 2025 at 9:00 a.m. (0900 hours) IST to Monday, January 6, 2025 at 5:00 pm (1700 hours) IST;

• f) NCLT has appointed Hon’ble Mr. Justice Akil Kureshi, former Chief Justice of the High Courts of Rajasthan and Tripura, and in his absence, Mr. Unmesh Shukla, Senior Advocate, to be the Chairman of the Meeting, including for any adjournment or adjournments thereof;

• g) Atleast one independent director of the Amalgamated Company and the statutory auditors (or their authorised representative who is qualified to be an auditor) of the Amalgamated Company shall be attending the Meeting through VC/OAVM;

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• h) Mr. Dilip Bharadiya, Practicing Company Secretary (FCS No.: 7956, C.P. No.: 6740); or in his absence Mr. Omkar Dindorkar (ACS No: 43029), or in his failure, Mr. Saurabh Agarwal (FCS No.: 9290), from M/s. MMJB & Associates LLP (C.P. No.: 24580), has been appointed as the scrutinizer to scrutinize the e-voting during the Meeting (Insta Poll) and remote e-voting process in a fair and transparent manner;

• i) the scrutinizer shall after the conclusion of e-voting at the Meeting (Insta Poll), first download the votes cast during the Meeting and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and submit his combined report to the Chairman of the Meeting. The scrutinizer’s decision on the validity of the votes shall be final. The results of the votes cast through remote e-voting and e-voting during the Meeting (Insta Poll), will be announced on or before Thursday, January 9, 2025. The results, together with the scrutinizer’s report, will be displayed at the registered office and on the website of the Amalgamated Company, and on the website of Kfin at https://evoting.kfntech.com and shall be communicated to the BSE Limited and the National Stock Exchange of India Limited, within the timelines specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• j) the Scheme, if approved by the equity shareholders at the Meeting, will be subject to the subsequent approval of NCLT; and

• k) a copy of the explanatory statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, the Scheme and the Particulars are enclosed.

Sd/Justice (Retd.) Akil Kureshi Chairman appointed for the Meeting

Dated this December 2, 2024

Registered office : Indian Rayon Compound, Veraval - 362 266, Gujarat, India.

Notes:

1. General instructions for purpose of participating in the Meeting through VC/OAVM and e-voting

• (a) Pursuant to the Order passed by the NCLT read with MCA Circulars and the Circular issued by SEBI, Meeting of the equity shareholders of the Amalgamated Company will be held through VC/OAVM.

• (b) Since, the Meeting is being held pursuant to Order passed by the NCLT and MCA Circulars read with the Circular issued by SEBI through VC/OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the Meeting. However, in pursuance of Section 113 of the Companies Act, institutional/corporate members intending to participate and vote during the Meeting and/or to vote through remote e-voting, are requested to send a certified copy (PDF/JPG Format) of the board/governing body resolution/Power of Attorney/Authority letter, etc., authorising their representative(s) to attend and vote on their behalf and/or to vote through remote e-voting, to the scrutinizer through e-mail at dilipbcs@gmail.com with a copy marked to evoting@kfntech.com by quoting the concerned DP ID and Client ID or Folio Number, and with the subject line “ Aditya Birla Capital Limited NCLT Convened Meeting ” before remote e-voting or e-voting during the Meeting, as the case may be. The said equity shareholders are also requested to upload the same in the e-voting module in their login. The scanned image of the above-mentioned documents should be in the naming format “Aditya Birla Capital Limited EVENT NO.”

• (c) Since the Meeting is being held through VC/OAVM, the deemed venue of the Meeting shall be the Registered Office of the Amalgamated Company.

• (d) The quorum of the Meeting of the equity shareholders of the Amalgamated Company shall be in accordance with the provisions of Section 103(1)(a)(iii) of the Companies Act, which shall be 30 (Thirty) equity shareholders. The equity shareholders attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act.

• (e) In terms of the MCA Circulars and the Order passed by the NCLT, the aforesaid Particulars are being sent through electronic mode to those equity shareholders of the Amalgamated Company whose email IDs are registered with Kfin/depositories/ Amalgamated Company. The aforesaid Particulars are being sent to those equity shareholders of the Amalgamated Company whose email IDs are registered and whose names appear in the register of members/list of beneficial owners on Friday, November 29, 2024.

• (f) Kfin, the Amalgamated Company’s e-voting agency/RTA, will provide the facility for voting by the equity shareholders through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting during the Meeting (Insta Poll).

• (g) All the documents mentioned in clause 65 of the accompanying explanatory statement, shall be available for inspection through electronic mode during the proceedings of the Meeting. Equity shareholders seeking to inspect copies of the

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said documents may send an email at abc.secretarial@adityabirlacapital.com . Further, all the documents mentioned in clause 65 of the accompanying explanatory statement shall also be open for inspection by the equity shareholders at the registered office of the Amalgamated Company between 10:00 a.m. to 12:00 noon on all working days up to the date of the Meeting. A transcript of the Meeting shall also be made available on the website of the Amalgamated Company.

• (h) The Notice convening the Meeting will be published through advertisement in (i) The Indian Express (All Editions) in the English language; and (ii) Gujarati translation thereof in Sandesh (Rajkot edition).

• (i) The Scheme shall be considered approved by the equity shareholders of the Amalgamated Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders e-voting during the Meeting or by remote e-voting, in terms of the provisions of Sections 230-232 of the Companies Act.

• (j) Since the Meeting will be held through VC/OAVM in accordance with the Order passed by NCLT and MCA Circulars, the route map, proxy form and attendance slip are not attached to this Notice.

• (k) The voting rights of the equity shareholders shall be in proportion to their share in the paid-up equity share capital of the Amalgamated Company as on Cut-Off Date, i.e., Tuesday, December 31, 2024.

• (l) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by Kfin/ depositories/Amalgamated Company as on the Cut-Off Date only shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting.

• (m) In case of joint holders, an equity shareholder whose name appears higher in the order of names as per the Register of Members of the Amalgamated Company will be entitled to vote at the Meeting, provided the votes are not already cast through remote e-voting.

2. Procedure for joining the Meeting through VC/OAVM

• (a) Equity shareholders will be able to attend the Meeting through VC/OAVM at https://emeetings.kfntech.com by using their e-voting login credentials.

• (b) Equity shareholders who do not have the User ID and password for e-voting or have forgotten the User ID and password may retrieve the same by following the remote e-voting instructions mentioned in this Notice.

• (c) Equity shareholders may join the Meeting through VC/OAVM facility by following the procedure as mentioned below which shall be kept open for the equity shareholders from 10:30 a.m. (Indian Standard Time) i.e., 30 minutes before the time scheduled for start of the Meeting and shall be kept open throughout the proceedings of the Meeting.

• (d) Equity shareholders may note that the VC/OAVM facility, provided by Kfin, allows participation of at least 1,000 Equity Shareholders on a first-come-first-served basis. The large shareholders (i.e., shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination, Remuneration and Compensation Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the Meeting without any restriction on account of first-come-first-served principle. Institutional equity shareholders are encouraged to participate at the Meeting through VC/OAVM and vote thereat.

• (e) Attendance of the equity shareholders participating in the Meeting through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• (f) Equity shareholders are encouraged to join the Meeting through Laptops/Desktops with Google Chrome (preferred browser), Safari, Microsoft Edge, Mozilla Firefox.

• (g) Equity shareholders are requested to use Internet with good speed to avoid any disturbance during the meeting. Equity shareholders connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• (h) Equity shareholders will be required to grant access to camera and microphone to enable two-way video conferencing.

Equity shareholders holding shares as on the Cut-Off Date, i.e., Tuesday, December 31, 2024 and who would like to express their views or ask questions during the Meeting may register themselves by logging on to https://emeetings.kfntech.com and clicking on the ‘Speaker Registration’ option available on the screen after log in. The Speaker Registration will be open from Thursday, January 2, 2025 at 9:00 a.m. (0900 hours) IST to Monday, January 6, 2025 at 5:00 p.m. (1700 hours) IST. Only those equity shareholders who are registered will be allowed to express their views or ask questions. The Amalgamated 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 Meeting.

• (i) Alternatively, equity shareholders holding shares as on the Cut-Off Date may also visit https://emeetings.kfntech.com and click on the tab ‘Post Your Queries’ and post their queries/views/questions in the window provided, by mentioning their name,

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demat account number/ folio number, email id and mobile number. The window will close at Monday, January 6, 2025 at 5:00 p.m. (1700 hours) IST.

• (j) Equity shareholders who need assistance before or during the Meeting, can contact Kfin on emeetings@kfntech.com or call on toll free number 1800 309 4001. Kindly quote your name, DP ID-Client ID / Folio no. and E-Voting Event Number (“EVEN”) in all your communications.

• (k) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

• (l) Any person holding shares in physical form and non-individual shareholders holding shares as of the Cut-Off Date, may obtain the login ID and password by sending a request at evoting@kfntech.com . In case they are already registered with Kfin for remote e-voting, they can use their existing User ID and password for voting.

3. Procedure and instructions for remote e-voting and e-voting during the Meeting

• (a) The manner of voting remotely by equity shareholders holding shares in dematerialised mode, physical mode and for equity shareholders who have not registered their email address is provided in the instructions given below.

• (b) The remote e-voting facility will be available during the following period:

Commencement of remote e-voting:	Thursday, January2, 2025 at 9:00 a.m.(0900 hours)IST
End of remote e-voting:	Monday, January6, 2025 at 5:00p.m.(1700 hours)IST

• (c) 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 Kfin upon expiry of the aforesaid period.

• (d) Voting rights of an equity shareholder/ Beneficial Owner (in case of electronic shareholding) shall be in proportion to his share in the paid-up equity share capital of the Amalgamated Company as on the Cut-Off Date i.e. Tuesday, December 31, 2024.

• (e) Mr. Dilip Bharadiya, Practicing Company Secretary (FCS No.: 7956, C.P. No.: 6740); or in his absence Mr. Omkar Dindorkar (ACS No: 43029), or in his failure, Mr. Saurabh Agarwal (FCS No.: 9290), from M/s. MMJB & Associates LLP (C.P. No.: 24580), are appointed as scrutinizer to scrutinize the entire process of e-voting during the Meeting and remote e-voting in a fair and transparent manner.

• (f) Information and instructions for e-voting during the Meeting (lnsta Poll): Facility to cast vote during the Meeting will be made available on the Video Conferencing screen and will be activated once the voting is announced at the Meeting.

• (g) An equity shareholder can opt for only single mode of voting per EVENT, i.e., through remote e-voting or e-voting during the Meeting (lnsta Poll).

• (h) A person, whose name is recorded in the Register of equity shareholders or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date only shall be entitled to avail the facility of remote e-voting as well as e-voting during the Meeting. A person who is not an equity shareholder as on the Cut-Off Date, should treat this Notice for information purpose only.

• (i) As per circular on e-voting facility provided by Listed Entities, dated December 9, 2020, all “individual shareholders holding shares of the company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants (“ DPs” ) without having to register again with the e-voting service provider (“ESP”) i.e. Kfin. The procedure to login and access remote e-voting, as devised by the Depositories/ Depository Participant(s), is given below:

Login method and steps for remote e-voting and for participating and e-voting during the Meeting:

• Step 1: Access to Depositories e-voting system in case of individual equity shareholders holding shares in demat mode.

Step 2: Access to Kfin e-voting system in case of equity shareholders holding shares in physical and non-individual equity shareholders in demat mode.

Step 3: Access to join the Meeting through VC/OAVM on Kfin system and to participate and cast vote during the Meeting.

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DETAILS ON STEP 1 ARE MENTIONED BELOW:

DETAILS ON STEP 1 ARE MENTIONED BELOW:	DETAILS ON STEP 1 ARE MENTIONED BELOW:
I) Login for remote e-voting for Individual shareholders holding equity shares in demat mode
Type of Equity Shareholder	Login Method
Individual Equity Shareholders holding equity shares in demat mode with NSDL	A) Existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i) Visit the e-services website of NSDL, https://eservices.nsdl.com ii) Click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ section. Thereafter enter the existing user id and password. iii) After successful authentication, equity shareholders will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-Voting” under e-voting services. iv) Click on company name i.e., ‘Aditya Birla Capital Limited’ or e-voting service provider i.e. Kfn. v) Equity shareholders will be re-directed to Kfn’s website for casting their vote during the remote e-voting period and e-voting during the Meeting. B) Users not registered under IDeAS e-Services: i) Visit https://eservices.nsdl.com for registering. ii) Select “Register Online for IDeAS Portal” or click at_https://eservices.nsdl.com/ _SecureWeb/IdeasDirectReg.jsp iii) After successful registration, please follow the steps given in point no. (C) below to cast your vote. C) By visiting the e-voting website of NSDL: i) Visit the e-voting website of NSDL,https://www.evoting.nsdl.com/ ii) Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. iii) Equity shareholders will have to enter their User ID (i.e., the sixteen-digit demat account number held with NSDL), password/OTP and a Verifcation Code as shown on the screen. iv) After successful authentication, equity shareholders will be redirected to NSDL Depository site wherein they can see e-voting page. v) Click on company name i.e., Aditya Birla Capital Limited or e-voting service provider name i.e., Kfn after which the equity shareholder will be redirected to e-voting service provider website for casting their vote during the remote e-voting period and e-voting during the Meeting. vi) Equity shareholders can also download the NSDL Mobile App “NSDL Speed-e” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Equity Shareholders holding equity shares in demat mode with CDSL	A. Existing user who has opted for electronic access to securities information (“Easi / Easiest”) facility: i. Visit https://web.cdslindia.com/myeasitoken/home/login_or _www.cdslindia.com. ii. Click on new system My Easi. iii. Login to My Easi option under quick login. iv. Login with the registered user ID and password. v. Equity shareholders will be able to view the e-voting Menu. vi. The Menu will have links of Kfn e-voting portal and will be redirected to the e-voting page of Kfn to cast their vote without any further authentication. B. Users who have not opted for Easi / Easiest: i. Visit https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration for registering. ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii. After successful registration, please follow the steps given in point no. (A) above to cast your vote.

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C. By visiting the e-voting website of CDSL:

	C. By visiting the e-voting website of CDSL:
	i. Visit _www.cdslindia.com_and click on E voting tab. ii. Provide demat account number and PAN. iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the demat account. iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, viz. ‘Aditya Birla Capital Limited’ or select Kfn. v. Equity shareholders will be re-directed to the e-voting page of Kfn to cast their vote without anyfurther authentication.
Individual equity shareholders (holding equity shares in demat mode) logging through their DPs	i. Equity shareholders can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility. ii. Once logged-in, equity shareholders will be able to view e-voting option. iii. Upon clicking on e-voting option, equity shareholders will be redirected to the NSDL/CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv. Click on options available against Aditya Birla Capital Limited or Kfn. v. Equity shareholders will be redirected to e-voting website of Kfn for casting their vote duringthe remote e-voting period without anyfurther authentication.

Important note: Equity shareholders who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual shareholders holding equity shares in demat mode for any technical issues related to login through

NSDL / CDSL:

Shareholders facing any technical issue - NSDL Shareholders facing any technical issue - CDSL Equity shareholders facing any technical issue in login Equity shareholders facing any technical issue in login can can contact NSDL helpdesk by sending a request at contact CDSL helpdesk by sending a request at evoting@nsdl.co.in or call on toll free number: 1800 1020 990 helpdesk.evoting@cdslindia.com or contact on 022- 23058738 and 1800 224 430 or 022-23058542-43

DETAILS ON STEP 2 ARE MENTIONED BELOW:

Login method for remote e-voting for equity shareholders other than Individuals holding equity shares in demat mode and equity shareholders holding equity shares in physical mode

• (A) Equity shareholders whose email IDs are registered with the Amalgamated Company/DPs/RTA, will receive an email from Kfin which will include details of EVEN, User ID and Password.

• They will have to follow the following process:

• i. Launch internet browser by typing the URL: https://emeetings.kfntech.com

• ii. Enter the login credentials (i.e., User ID and Password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of demat account, User ID will be your DP ID and Client ID. However, if an equity shareholder is registered with Kfin for e-voting, they can use their existing User ID and Password for casting the vote.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. Equity shareholders will now reach password change Menu wherein they are required to mandatorily change the password. The new password should comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt the equity shareholder to change their password and update their contact details viz. mobile number, email id etc. on first login. Equity shareholders may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that equity shareholders do not share their password with any other person and that they take utmost care to keep their password confidential.

• v. Equity shareholders would need to login again with the new credentials.

• vi. On successful login, the system will prompt the equity shareholder to select the “EVEN” i.e., “Aditya Birla Capital Limited - Meeting” and click on “Submit”.

• vii. On the voting page, enter the number of shares on the Cut-Off Date under “FOR/AGAINST” or alternatively, an equity shareholder may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed the total shareholding of the equity shareholder as on the Cut-Off Date.

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An equity shareholder may also choose the option ABSTAIN. If an equity shareholder does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Equity shareholders holding multiple folios / demat accounts shall choose the voting process separately for each folio/ demat account.

• ix. Voting has to be done for each item of the notice separately. In case an equity shareholder does not desire to cast their vote on any specific item, it will be treated as abstained.

• x. An equity shareholder may then cast their vote by selecting an appropriate option and click on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once an equity shareholder has voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, equity shareholders can login any number of times till they have voted on the resolution(s).

(B) Equity shareholders whose email IDs are not registered with the Amalgamated Company/DPs and consequently Notice of Meeting and e-voting instructions cannot be serviced, will have to follow the following process:

• i. In case e-mail ID of an equity shareholder is not registered with the Amalgamated Company/Depository Participant(s), then such equity shareholder is requested to register/ update their e-mail addresses with the Depository Participant (in case of shares held in dematerialised form) or with Kfin (in case of shares held in physical form) by sending KYC Documents prescribed under SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 at KFin Technologies Limited, Unit-Aditya Birla Capital Limited, Selenium Building, Tower-B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032 or by sending digitally signed documents at einward.ris@kfntech.com .

• ii. Upon updation of e-mail ID, equity shareholders may send a request to einward.ris@kfntech.com for procuring user id and password for e-voting.

DETAILS ON STEP 3 ARE MENTIONED BELOW :

Instructions for equity shareholders for attending the Meeting of the Amalgamated Company through VC / OAVM and e-voting during the Meeting:

• i. Equity shareholders will be able to attend the Meeting through VC/OAVM platform provided by Kfin. Equity shareholders may access the same at https://emeetings.kfntech.com/ by using the e-voting login credentials provided in the email received from the Amalgamated Company/Kfin.

• ii. After logging in, click on the Video Conference tab and select the EVEN of the Amalgamated Company.

• iii. Click on the video symbol and accept the meeting etiquettes to join the Meeting. Please note that equity shareholders who do not have the user id and password for e-voting or have forgotten the same may retrieve them by following the remote e-voting instructions mentioned above.

E-VOTING DURING THE MEETING:

• i. Facility to cast vote through e-voting (lnsta Poll) at Meeting will be made available on the Video Conference screen and will be activated once the e-voting (lnsta Poll) is announced at Meeting.

• ii. The ‘Vote Now Thumb sign’ on the left-hand corner of the video screen shall be activated. Equity shareholders shall click on the same to take them to the “lnsta-poll” page and equity shareholders to click on the “lnsta-poll” icon to reach the resolution page and follow the instructions to vote on the resolutions.

• iii. Those equity shareholders who are present in the Meeting through VC/OAVM and have not cast their vote on resolutions through remote e-voting, can vote through lnsta-Poll at the Meeting. Equity shareholders who have already cast their votes by remote e-voting are eligible to attend the Meeting. However, those equity shareholders will not be entitled to cast their vote again at the Meeting.

In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for equity shareholders and e-voting User Manual available at the ‘download’ section of https://evoting.kfntech.com or call Kfin on 1800 309 4001 (toll free).

Contact details for addressing e-voting grievances: Mr. Ganesh Chandra Patro, Vice President, M/s KFin Technologies Limited, Selenium Building, Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032. Phone No.: + 91 40 6716 1630, Toll-free No.: 1800-309-4001, E-mail: einward.ris@kfntech.com .

Other Instructions:

• i. Any person who acquires shares of the Amalgamated Company and becomes an equity shareholder of the Amalgamated Company after dispatch of this Notice of Meeting and holding shares as of the Cut-Off Date may obtain the User ID and Password in the manner as mentioned below:

• a. If the mobile number of the equity shareholder is registered against Folio No. / DP ID Client ID, the equity shareholder may send SMS: MYEPWDE-Voting Event Number + Folio No. or DP ID Client ID to +91 9212993399

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Example for NSDL: MYEPWD IN12345612345678

• Example for CDSL: MYEPWD 1402345612345678

• Example for Physical: MYEPWD XXX1234567890

• b. If email id of the equity shareholder is registered against Folio No./DP ID Client ID, then on the home page of https://evoting.kfntech.com , the equity shareholder may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password.

• c. Equity shareholders may call Kfin toll free number 1800 309 4001.

• d. Equity shareholders may send an email request to: evoting@kfntech.com . If the equity shareholder is already registered with the Kfin e-voting platform, then such equity shareholder can use his/her existing User ID and password for casting the vote through remote e-voting.

OTHER INFORMATION

1. The scrutinizer shall, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated scrutinizer’s report and submit the same to the Chairman of the Meeting. The result of e-voting will be declared within two working days of the conclusion of the Meeting i.e. on or before Thursday, January 9, 2025 and the same, along with the consolidated scrutinizer’s report, will be placed on the website of the Amalgamated Company: https://www.adityabirlacapital.com/investor-relations/scheme-of-amalgamation and on the website of Kfin at: https://evoting.kfntech.com and shall be communicated to BSE and NSE, where the equity shares of the Amalgamated Company are listed and Luxembourg Stock Exchange, where the Global Depository Shares of the Amalgamated Company are listed and be displayed at the Registered Office of the Company. The scrutinizer’s decision on the validity of the vote shall be final and binding.

2. Subject to receipt of requisite number of votes, the resolution proposed in the Notice shall be deemed to be passed on the date of the Meeting, i.e. January 7, 2025.

3. The notice of the Meeting will be available on the Amalgamated Company’s website i.e. https://www.adityabirlacapital. com/investor-relations/scheme-of-amalgamation . The same shall also be made available to the equity shareholders of the Amalgamated Company seeking such information at any point of time.

4. Equity shareholders are requested to send their queries, if any, relating to the Scheme at abc.secretarial@adityabirlacapital.com with the subject line “Scheme of Amalgamation - Queries” or send a letter to the Company Secretary at the Registered Office of the Amalgamated Company.

FOR EASE OF PARTICIPATION BY EQUITY SHAREHOLDERS, PROVIDED BELOW ARE KEY DETAILS REGARDING THE MEETING FOR REFERENCE:

Sr. No.	Particulars	Details of access
1.	Link for participation through Video Conferencing (VC)at the Meeting	https://emeetings.kfntech.com by using e-voting credentials and clicking on video conference
2.	Link for posting Meeting queries and speaker registration and period of registration	https://emeetings.kfntech.com by using e-voting credentials and clicking on “post your queries”/ “Speaker registration” as the case may be Period of registration: Thursday, January 2, 2025 to Monday, January 6, 2025
3.	Link for remote e-voting	Equity shareholders may refer to the instructions provided under “Procedure and Instructions for e-voting” section of this Notice
4.	Username and password for VC	Equity shareholders may attend the Meeting through VC by accessing the link_https://emeetings.kfntech.com_by using the remote e-voting credentials. Please refer the instructionsprovided in the Notice
5.	Helpline number for VC participation and e-voting	Contact KFin Technologies Limited at 1800 309 4001 or write to them at evoting@kfntech.com
6.	Cut-Of Date for e-voting	Tuesday, December 31, 2024
7.	Time period for remote e-voting	Commencement of remote e-voting: Thursday, January 2, 2025 at 9:00 a.m. (0900 hours) IST End of remote e-voting: Monday, January 6, 2025 at 5:00 p.m. (1700 hours)IST
8.	Last date for publishing results of remote e-voting and e-votingduringthe Meeting	Thursday, January 9, 2025

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9.	Registrar and Transfer Agent Contact details	KFin Technologies Limited Unit: Aditya Birla Capital Limited Selenium Building, Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032 Tel: +91 40 6716 1630 Toll Free no: 1800-309-4001 WhatsApp: +91 910 009 4099 E-mail id:einward.ris@kfntech.com Website:https://www.kfntech.com/
10.	Aditya Birla Capital Limited - Contact details	Corporate Ofce: Aditya Birla Capital Limited, One World Centre, Tower I, 18thFloor, Jupiter Mill Compound, 841 Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013. Tel: +91 22 6723 9101 Email:abc.secretarial@adityabirlacapital.com Registered Ofce: Indian Rayon Compound, Veraval - 362 266, Gujarat, India Tel: +91 2876 243257

• In case an equity shareholder is desirous of obtaining the Notice in printed form, he/she/it may write to the Amalgamated Company by an e-mail to abc.secretarial@adityabirlacapital.com with the subject line “ Aditya Birla Capital Limited NCLT Convened Meeting ”.

Encl.: As above

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH, AHMEDABAD

C.A. (CAA)/ 49 (AHM) 2024

In the matter of Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013

and

In the matter of Scheme of Amalgamation

of

Aditya Birla Finance Limited (“Amalgamating Company”)

with

Aditya Birla Capital Limited (“Amalgamated Company”)

and

their respective shareholders and creditors

ADITYA BIRLA CAPITAL LIMITED , a company incorporated ) under the provisions of the Companies Act, 1956 and having ) its registered office at Indian Rayon Compound, ) Veraval - 362 266, Gujarat, India. ) CIN: L67120GJ2007PLC058890 ) … APPLICANT NO. 2 / AMALGAMATED COMPANY

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Pursuant to the Order dated November 29, 2024 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (hereinafter referred to as the “ NCLT ”), in C.A. (CAA)/ 49 (AHM) 2024 (hereinafter referred to as the “ Order ”), a meeting of the equity shareholders of Aditya Birla Capital Limited (hereinafter referred to as the “ Amalgamated Company ”) is being convened through Video Conference (“ VC ”)/Other Audio-Visual Means (“ OAVM ”), on Tuesday, January 7, 2025 at 11:00 a.m. (1100 hours) IST, for the purpose of considering, and if thought fit, approving the Scheme of Amalgamation of Aditya Birla Finance Limited (hereinafter referred to as the “ Amalgamating Company ”) with the Amalgamated Company and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”) under Sections 230-232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “ Act ”), read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the “ Rules ”). The Amalgamating Company and the Amalgamated Company are together referred to as “ Companies ” or “ Parties ”, as the context may admit. A copy of the Scheme, which has been, inter alios , recommended/approved by the Audit Committee and the Board of Directors of the Amalgamated Company at their respective meetings, all held on March 11, 2024 is enclosed as Annexure 1 . Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

2. The Scheme, inter alia , provides for the amalgamation of the Amalgamating Company with and into the Amalgamated Company, with effect from the Appointed Date (as defined in the Scheme) under the provisions of Sections 230-232 and other applicable provisions of the Act read with Section 2(1B) and other applicable provisions of the Income-tax Act, 1961 and for various other matters consequential thereto or otherwise integrally connected therewith.

3. In terms of the Order, the quorum of the Meeting of the equity shareholders of the Amalgamated Company shall be in accordance with the provisions of Section 103(1)(a)(iii) of the Companies Act, which shall be 30 (Thirty) equity shareholders. Equity shareholders attending the meeting through VC/OAVM, either by themselves or through their authorised representative, shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. Further, in terms of the Order, NCLT has appointed Hon’ble Mr. Justice Akil Kureshi, former Chief Justice of the High Courts of Rajasthan and Tripura, and in his absence, Mr. Unmesh Shukla, Senior Advocate, to be the Chairman of the meeting including for any adjournment or adjournments thereof.

5. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules.

6. As stated earlier, NCLT by its Order has, inter alia , directed that a meeting of the equity shareholders of the Amalgamated Company shall be convened through VC/OAVM, on Tuesday, January 7, 2025 at 11:00 am (1100 hours) IST for the purpose of considering, and if thought fit, approving the arrangement embodied in the Scheme (hereinafter referred to as “ Meeting ”). Equity shareholders would be entitled to vote either through remote e-voting or e-voting during the Meeting.

7. The Scheme shall be considered approved by the equity shareholders of the Amalgamated Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders voting through e-voting during the Meeting or by remote e-voting, in terms of the provisions of Section 230 of the Act.

8. In terms of the Order, if the entries in the records/registers of the Amalgamated Company in relation to the number or value, as the case may be, of the equity shares are disputed, the Chairman of the Meeting shall determine the number or value, as the case may be, for the purposes of the said Meeting and his decision in that behalf shall be final.

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Particulars of the Amalgamating Compan y

1. The Amalgamating Company was incorporated on August 28, 1991 as Town Finance & Investments Private Limited with the Registrar of Companies, Maharashtra, as a private limited company, under the provisions of the Companies Act, 1956. Its name was changed to (i) Town Finance & Investments Limited on March 17, 1994 pursuant to its conversion into a public limited company; (ii) BGFL Finance & Investments Limited on April 27, 1995; (iii) Birla Global Asset Finance Company Limited on March 14, 2001; (iv) Birla Global Finance Company Limited on July 21, 2006; and (v) Aditya Birla Finance Limited on December 21, 2009. The registered office of the Amalgamating Company was shifted from the State of Maharashtra to the State of Gujarat on March 30, 2011. The Corporate Identification Number of the Amalgamating Company is U65990GJ1991PLC064603. The Permanent Account Number of the Amalgamating Company is AABCB5769M.

2. The registered office of the Amalgamating Company is situated at Indian Rayon Compound, Veraval - 362 266, Gujarat, India. The email address of the Amalgamating Company is Ankur.shah@adityabirlacapital.com . There has been no change in the name or in the registered office address of the Amalgamating Company since last 5 years.

3. The objects for which the Amalgamating Company has been established are set out in its Memorandum of Association. The main objects of the Amalgamating Company are as under:

4. “III

5. A.

1. To finance industrial enterprises and to lend and advance money to such persons, firms or Companies and upon such terms and subject to such conditions as may seem expedient.

2. To carry on the business of an Investment Company and for that purpose to invest in, acquire, underwrite, subscribe for hold shares bonds stocks securities, debenture stocks issued or guaranteed by any Company constituted and carrying on business in India or elsewhere and Government, state dominions, sovereign, Central or Provincial commissioners, Port Trust, Public Body or authority, supreme, municipal, local or otherwise whether in India or elsewhere and to invest in land and building and other property of any tenure.

3. To promote industrial finance by way of advances, deposits or lend money, securities, and properties to or with any company, body corporate, firm, person or association whether falling under the same management or otherwise, with or without security and on such terms as may be determined from time to time; and to carry on and undertake the business of finance, Investment and trading hire-purchase, leasing and to finance lease of all kinds, purchasing, selling, hiring, or letting on hire all kinds of plant and machinery and equipment that the Company may think fit and to assist in financing of all and every kind of description of hire purchase or deferred payment or similar transactions and to subsidise, finance or assist in subsidising or financing the sale and maintenance of any goods, articles, or machinery, equipment, ships, aircraft, automobiles, computers and all consumer, commercial and industrial items and to lease or otherwise deal with any of them in any manner whatsoever including resale thereof regardless of whether the property purchased and leased be new and / or used.

• 3A. To act as financial Consultants, Management Consultants, Lead Managers, Issue Advisors, Registrars and Transfer Agents, Brokers, Underwriters, Promoters, Dealers, Agents and to carry on the business of Share Broking and General Brokers and Service Providers for shares, debentures, debenture-stocks, bonds, units, obligations, securities, commodities and commodity derivatives, bullion currencies, trading, hedging and to provide a complete range of personal financial services like investment planning, estate planning, tax planning, consultancy / counselling service in various fields, general administrative, commercial, financial, legal, economic, labour, industrial, public relations, scientific, technical, direct and indirect taxation and other levies, statistical, accountancy, quality control, data processing, management information systems.

4. To provide and to deal in all kinds of financial documents like commercial paper, bills of exchange, hundis, I.O.U.’s, promissory notes, and other negotiable Instruments and securities including Bill discounting, etc.

• 4A. To carry on the business of issuance and operation of various card products such as credit cards, prepaid cards, smart cards, charge cards, stores value cards, any other payments products such as travellers cheques – domestic / international, gift vouchers etc., of any form and kind and by whatever name called for use in India or any other country outside India and development of such business in India either on its own or in collaboration / partnership / association with other organizations - Indian or international, in compliance with the applicable regulations and subject to requisite regulatory approvals as may be required from time to time and to provide all services incidental thereto including but not limited to servicing thereby collecting, billing, insuring, guaranteeing, underwriting, entering into agreements (either individually or as a member) with merchant establishments (incorporated or not), managing and carrying out all actions as necessary or appropriate in connection therewith including payment products, loyalty and/or similar programs, swipe / point of sale machines, other terminals / peripherals or accessories including pin cards, authorization systems and software for the same.

• 4B. To carry on the business of selling, distribution, marketing as a Corporate Insurance agent and brokers, of all kinds of insurance products of various companies in various fields of insurance such as life, pension & employee benefit, health, fire, marine, cargo, marine hull, aviation, oil & energy, engineering, accident, liability, motor vehicles, transit & other

14

products of non-life insurance business and to carry on the business of insurance, re-insurance and risk management either directly or as an insurance agent, insurance broker or otherwise and provide advisory and consultancy services relating to insurance business.

• B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS

32. To amalgamate with any other company whose objects are or include objects similar to those of this Company whether by sale or purchase (for fully or partly paid up shares or otherwise) of the undertaking subject to the liabilities of this or any such other Company as aforesaid with or without winding up or by ‘sale or purchase (for fully or partly paid up shares or otherwise) of all or a controlling interest in the shares or stock of this or any other company as aforesaid or in any other manner as permissible under the Companies Act, 1956, the Monopolies and Restrictive Trade Practice Act, 1969 and such other legislation.”

Clause Nos. 4A and 4B under the main object of the Memorandum of Association of the Amalgamating Company were inserted vide separate Special Resolutions passed at the Extraordinary General Meetings held on October 4, 2022 and March 3, 2023, respectively. Except as stated above, there has been no change in the main object clause in the last 5 (Five) years.

1. The Amalgamating Company, inter alia , is offering end-to-end lending, financing and distributing financial products to retail, High-Net worth Individuals (“ HNI ”), ultra HNI, micro, small and medium enterprises (“ MSME ”) and corporate customers across India. The Amalgamating Company is also engaged in the business of distribution of financial products such as mutual funds, insurance products, etc. The Amalgamating Company is registered with the Reserve Bank of India (hereinafter referred to as “ RBI ”) as a non-deposit taking Non-Banking Financial Company (“ NBFC-ICC ”) in terms of the certificate of registration issued by the RBI, bearing registration no. N.01.00500, dated August 9, 2011. The Amalgamating Company has also been classified as an Upper Layer NBFC (“ NBFC-UL ”) as per the Scale-Based Regulations (as defined in the Scheme) by the RBI.

2. The Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company.

3. The authorised, issued, subscribed and paid-up share capital of the Amalgamating Company as on September 30, 2024, was as under:

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Particulars Amount in `
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Particulars	Amount in`
Authorised Share Capital
1,27,00,00,000 equityshares of`10/- each	12,70,00,00,000
1,00,00,00,000preference shares of`10/- each	1,00,00,00,000
1,00,00,000 8% redeemable cumulativepreference shares of`10/- each	10,00,00,000
Total	22,80,00,00,000
Issued, subscribed and fully paid-up Capital
69,62,84,931 equityshares of`10/- each fully paid up	6,96,28,49,310
Total	6,96,28,49,310

1. The non-convertible debt securities (hereinafter referred to as “ NCDs ”) [as defined in Regulation 2 (1)(t) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “ SEBI LODR ”)] of the Amalgamating Company are listed on BSE Limited (hereinafter referred to as “ BSE ”) and National Stock Exchange of India Limited (hereinafter referred to as “ NSE ”), respectively. BSE and NSE are together referred to as “ Stock Exchanges ”.

Particulars of the Amalgamated Company

1. The Amalgamated Company was incorporated on October 15, 2007, as Aditya Birla Financial Services Private Limited with the Registrar of Companies, Maharashtra, Mumbai, as a private limited company, under the provisions of the Companies Act, 1956. Its name was changed to (i) Aditya Birla Financial Services Limited on December 4, 2014, pursuant to its conversion into a public limited company; and (ii) Aditya Birla Capital Limited on June 21, 2017. The registered office of the Amalgamated Company was shifted from the State of Maharashtra to the State of Gujarat on December 15, 2009. The Corporate Identification Number of the Amalgamated Company is L67120GJ2007PLC058890. The Permanent Account Number of the Amalgamated Company is AAGCA5936J.

2. The registered office of the Amalgamated Company is situated at Indian Rayon Compound, Veraval - 362 266, Gujarat, India. The email address of the Amalgamated Company is abc.secretarial@adityabirlacapital.com . There has been no change in the name or in the registered office of the Amalgamated Company since last 5 years.

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1. The objects for which the Amalgamated Company has been established are set out in its Memorandum of Association. The main objects of the Amalgamated Company are as under:

“III

A.

1. To carry on business of an investment Company and to buy, underwrite, sub-underwrite, to invest in with or without interest or security, acquire and hold, sell, buy or otherwise deal in shares, debentures, debentures-stock, bonds, units, other financial instruments or obligations and securities issued by or guaranteed by any Company constituted or carrying on any business in India or elsewhere or issued or guaranteed by any Government Central or State, Public Body or authority, Supreme, Municipal, Local or otherwise, firm/or persons, whether in India or elsewhere by original subscription, tender, purchase, exchange or otherwise and to subscribe for the same, and to guarantee the subscription and to exercise and enforce all rights and powers conferred by incidental to ownership thereof and to deal with or turn to account the same, however the Company shall not carry on the banking business or insurance business within the purview of the Banking Regulations Act, 1949 or the Insurance Act.

2. To finance the Industrial Enterprises and to provide venture capital, seed capital, loan capital and to participate in equity / preference share capital or to give guarantees on behalf of the Company in the matter and to promote companies engaged in Industrial, Infrastructure and Trading business.

B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS

11. To amalgamate, enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or reciprocal concession, or for limiting competition with any individual, person or Company carrying on or engaged in, or about to carry on or engage in, any business or transaction, which the Company is authorised to carry on or engage in or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company.”

There has been no change in the main object clause of the Amalgamated Company since last 5 (five) years.

1. The Amalgamated Company is presently a core investment company and through its subsidiaries and associate companies is offering end-to-end investing and financing solutions to a wide range of customers across the country. The Amalgamated Company’s product portfolio meets the varied financial requirements of a wide range of customers, such as salaried and selfemployed individuals, HNIs, ultra HNIs, MSMEs and large and mid-corporates and has business interests including that of a non-banking financial institution, housing finance, asset management, broking, life and health insurance through its subsidiaries/ associate companies across India. The Amalgamated Company is registered with the RBI as a systemically important nondeposit taking core investment company (“ NBFC-CIC ”) in terms of the certificate of registration issued by the RBI, bearing registration no. B.01.00555, dated July 6, 2017. The Amalgamated Company has also been classified as a Middle Layer NBFC (“ NBFC-ML ”) as per the Scale-Based Regulations by the RBI.

2. The authorised, issued, subscribed and paid-up share capital of the Amalgamated Company as on September 30, 2024, was as under:

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Particulars Amount in `
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Particulars	Amount in`
Authorised Share Capital
4,00,00,00,000 equityshares of`10/- each	40,00,00,00,000
Total	40,00,00,00,000
Issued, subscribed andpaid-up Share Capital
2,60,51,02,541 equityshares of`10/- each fully paid up	26,05,10,25,410
Total	26,05,10,25,410

The Amalgamated Company has outstanding stock options under Amalgamated Company ESOP Plan(s) (as defined in the Scheme) , the exercise of which before the Effective Date (as defined in the Scheme) may result in an increase in the issued and paid-up share capital of the Amalgamated Company.

1. The equity shares of the Amalgamated Company are listed on the Stock Exchanges and the global depository shares of the Amalgamated Company are listed on the Luxembourg Stock Exchange.

Description and Rationale of the Scheme

1. Description of the Scheme:

The Scheme, inter alia , provides for:

• (a) amalgamation of the Amalgamating Company with and into the Amalgamated Company, with effect from the Appointed Date (as defined in the Scheme) ;

• (b) reorganisation/reclassification of the authorised preference share capital represented by 8% redeemable cumulative preference shares of Rs. 10/- each of the Amalgamating Company into the authorised equity share capital of the Amalgamating Company;

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• (c) pursuant to reclassification, as stated above, transfer of the authorised share capital of the Amalgamating Company to the Amalgamated Company and consequential increase in the authorised share capital of the Amalgamated Company;

• (d) cancellation of the equity shares issued by the Amalgamating Company to the Amalgamated Company and its nominees;

• (e) vesting of the NCDs of the Amalgamating Company into the Amalgamated Company;

• (f) grant of Amalgamated Company Options (as defined in the Scheme) and/or its Performance Stock Units, in lieu of the Amalgamating Company Option(s) (as defined in the Scheme) granted by the Amalgamating Company to its employees under its Amalgamating Company ESOP Plan (as defined in the Scheme) on the ratio as approved by the respective Nomination & Remuneration Committees of the Amalgamating Company and the Amalgamated Company;

• (g) alteration and amendment to the memorandum of association and articles of association of the Amalgamated Company; and

• (h) dissolution of the Amalgamating Company without being wound up.

• Rationale and benefits of the Scheme:

The Amalgamating Company and the Amalgamated Company form part of the Aditya Birla group. The Amalgamating Company, a wholly owned subsidiary of the Amalgamated Company, is engaged in the business of lending and distribution of financial products. With the objective of simplifying the group structure, it is proposed to consolidate the Amalgamating Company with the Amalgamated Company, its holding company.

The rationale for, and benefits of the amalgamation of the Amalgamating Company into and with the Amalgamated Company are, inter alia , as follows:

• (i) rationalisation and simplification of structure by reducing the number of legal entities;

• (ii) to achieve optimal and efficient utilization of capital, enhance operational and management efficiencies;

• (iii) the Amalgamated Company, being an operating company would have direct access to capital, thereby creating a unified larger entity with greater financial strength and flexibility;

• (iv) consolidation of the business, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Amalgamated Company;

• (v) seamless implementation of policy changes, reduction in the multiplicity of legal and regulatory compliances and costs rationalization resulting in improvement in shareholder returns;

• (vi) pooling of knowledge and expertise of both the Parties and align with the business plans to meet long-term objectives; and

• (vii) ensuring on-going compliance with the Scale Based Regulations applicable to NBFCs, as notified by the RBI.

Upon the effectiveness of the amalgamation, the Amalgamated Company would, inter alia , be engaged into the following businesses (i) lending business (NBFC business of erstwhile Amalgamating Company and housing finance business through its 100% subsidiary); and (ii) various non-lending financial services and ancillary businesses, directly and indirectly, through subsidiaries / associates.

Accordingly, the Scheme is in the interest of both the companies involved and their respective stakeholders.

Relationship among Companies who are parties to the Scheme

1. The Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company.

Corporate Approvals

1. The draft Scheme along with the report on recommendation of fair ratio of entitlement for the NCD holders of the Amalgamating Company in respect of the proposed Scheme, dated March 11, 2024, issued by M/s. Bansi S Mehta Valuers LLP, Registered Valuer (IBBI Registration No. IBBI/RV-E/06/2022/172) (hereinafter referred to as the “ Valuation Report ”); and the fairness opinion, dated March 11, 2024, issued by Inga Ventures Private Limited, an independent Securities and Exchange Board of India (hereinafter referred to as “ SEBI ”) registered Category - I Merchant Banker (hereinafter referred to as the “ Fairness Opinion ”) in respect of the Valuation Report, were placed before the Audit Committee of the Amalgamating Company along with other particulars at its meeting held on March 11, 2024. Copies of the (i) Valuation Report, dated March 11, 2024, issued by M/s. Bansi S Mehta Valuers LLP and (ii) Fairness Opinion, dated March 11, 2024, issued by Inga Ventures Private Limited are enclosed as Annexure 2 and Annexure 3 , respectively.

The Audit Committee of the Amalgamating Company after due deliberations and, inter alia , based on the aforesaid recommended the Scheme to the Board of Directors of the Amalgamating Company for their favourable consideration and approval.

1. The draft Scheme along with the Valuation Report and the Fairness Opinion, amongst others, were placed before the Board of Directors of the Amalgamating Company at its meeting held on March 11, 2024. Based on the aforesaid and the report submitted by the Audit Committee, recommending the Scheme, the Board of Directors of the Amalgamating Company approved the Scheme at its meeting held on March 11, 2024. Further, in terms of Paragraph A.2(d) of Part I of Annexure - XII - A to Chapter XII of the Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2023/108 dated July 29, 2022 (hereinafter referred to as

17

“ SEBI NCD Circular ”), the Board of Directors of the Amalgamating Company have issued a report, inter alia , to the effect that the Scheme will not have any adverse impact on the holders of the NCDs of the Amalgamating Company. The meeting of the Board of Directors of the Amalgamating Company, held on March 11, 2024, in respect of the agenda item for the proposed Scheme, was attended by 6 (six) directors namely, Mrs. Vishakha Mulye, Non-Executive Director (DIN - 00203578); Mr. Subhash Chandra Bhargava, Independent Director (DIN - 00020021); Mr. Nagesh Pinge, Independent Director (DIN - 00062900); Mr. Rajat Kumar Jain, Independent Director (DIN - 00046053); Mr. Sunil Srivastav, Independent Director (DIN - 00237561); and Mr. Rakesh Singh, Managing Director & CEO (DIN - 07006067), who attended the meeting in person. None of the directors of the Amalgamating Company, who were present while considering the said agenda item, voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of the Amalgamating Company, who were present while considering the said agenda item.

1. The draft Scheme along with the Valuation Report and the Fairness Opinion, were placed before the Audit Committee of the Amalgamated Company along with other particulars at its meeting held on March 11, 2024.

The Audit Committee of the Amalgamated Company after due deliberations and, inter alia, based on the aforesaid recommended the Scheme to the Board of Directors of the Amalgamated Company for their favourable consideration and approval.

1. The draft Scheme along with the Valuation Report and the Fairness Opinion, amongst others, were placed before the Board of Directors of the Amalgamated Company at its meeting held on March 11, 2024. Based on the aforesaid and the reports submitted by the Audit Committee, recommending the Scheme, the Board of Directors of the Amalgamated Company approved the Scheme at its meeting held on March 11, 2024. The meeting of the Board of Directors of the Amalgamated Company, held on March 11, 2024, was attended by the 5 (five) directors namely, Mr. Kumar Mangalam Birla, Non-Executive Non-Independent Director (DIN - 00012813); Mr. Sushil Agarwal, Non-Executive Non-Independent Director (DIN - 00060017); Mr. Puranam Hayagreeva Ravikumar, Independent Director (DIN - 00280010); Mr. Subhash Chandra Bhargava, Independent Director (DIN - 00020021); and Mrs. Vijayalakshmi Rajaram Iyer, Independent Director (DIN - 05242960), who attended the meeting in person. None of the directors of the Amalgamated Company, who were present while considering the said agenda item, voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of the Amalgamated Company, who were present while considering the said agenda item.

Approvals and actions taken in relation to the Scheme

Amalgamating Company:

1. BSE was appointed as the ‘Designated Stock Exchange’ by the Amalgamating Company for the purpose of co-ordinating with the SEBI for obtaining approval of SEBI in accordance with SEBI NCD Circular.

2. The Amalgamating Company had by its separate letters, both dated March 22, 2024, applied to the said Stock Exchanges for their no-objection to the Scheme in terms of Regulation 59A of SEBI LODR read with SEBI NCD Circular. Thereafter, certain information/details/queries were sought/raised by BSE/NSE and the same were submitted/addressed by the Amalgamating Company.

3. As required by the SEBI NCD Circular, the Amalgamating Company had filed a Nil Complaint Report with the BSE on May 14, 2024 and NSE on May 17, 2024. Copies of the Nil Complaint Reports dated May 14, 2024 and May 17, 2024 submitted by the Amalgamating Company to BSE and NSE, respectively, are enclosed as Annexure 4 and Annexure 5 , respectively.

4. The Amalgamating Company, in terms of Paragraph A.2.(j) of Part-I of Annexure XII-A to Chapter XII of SEBI NCD Circular, has obtained the No Objection Certificate to the Scheme from the sole debenture trustee of the NCDs which are listed on the Stock Exchanges and has filed the same with the Stock Exchanges on August 12, 2024. Further, the Amalgamating Company had also obtained the consent to the Scheme from 100%, in value, of the secured creditors (other than secured NCD holders) and filed the same with the Stock Exchanges on August 12, 2024.

The Amalgamating Company received no adverse observations/no-objection letter regarding the Scheme from BSE and NSE, dated June 28, 2024, and July 1, 2024, respectively, conveying their no adverse observations/no-objection for filing the Scheme with NCLT.

By the said letter dated June 28, 2024, BSE communicated the following observations of SEBI to the Amalgamating Company:

“

• A. “The entities involved in the proposed scheme shall not provide any mis-statement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per Chapter XII of the Operational Circular, for listing obligations and disclosure requirements for Non-Convertible Securities, Securitized Debt Instrument and/ or Commercial Paper.”

• B. “The entities involved in the scheme are advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon’ble NCLT and the Company obliged to bring the observations to the notice of Hon’ble NCLT.”

• C. “Company shall ensure that additional information, if any, submitted by the Listed Entity, after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Entity (ies) and the Stock Exchange.”

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• D. “The Listed Entity involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange on its website within 24 hours of receiving the same.”

• E. “Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Resultant Company, its promoters and directors are disclosed in the scheme filed before Hon’ble NCLT.”

• F. “The Resultant Company shall ensure that the “Scheme” shall be acted upon subject to the entities complying with the relevant clause mentioned in the scheme document.”

• G. “Company to ensure that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

• H. “Company shall ensure that the entities involved in the proposed scheme have complied with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) and any other relevant regulations and circulars.”

• I. “It is to be noted that the petitions are filed by the Company before Hon’ble NCLT after processing and communication of comments/ observations on draft Scheme by SEBI/Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/representations.”

By the said letter dated July 1, 2024, NSE communicated the following observations of SEBI to the Amalgamating Company:

“

• a) The entities involved in the proposed scheme shall not make any mis-statement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter XII of the Operational Circular, for listing obligations and disclosure requirements for Non-Convertible Securities, Securitized Debt Instruments and/ or Commercial Paper.

• b) The Company shall ensure that the observations of SEBI/ Stock Exchange shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• c) The Company shall ensure that additional information, if any, submitted by the Companies after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the Companies and the Stock Exchanges.

• d) The companies involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange on its website within 24 hours of receiving the same.

• e) The Company shall ensure that the details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the resultant Company, its promoters and directors, are disclosed in the scheme filed before Hon’ble NCLT.

• f) The Resultant Company shall ensure that the “Scheme” shall be acted upon subject to the Companies complying with the relevant clauses mentioned in the scheme document.

• g) The Company shall ensure that no changes to the draft scheme shall be made without specific written consent of SEBI, except those mandated by the regulators/authorities/ tribunals.

• h) The entities involved in the proposed scheme shall ensure to have complied with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars.

• i) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Copies of the no adverse observations/no-objection letters, dated June 28, 2024, and July 1, 2024, respectively, received by the Amalgamating Company from BSE and NSE, respectively, are enclosed as Annexure 6 and Annexure 7 , respectively.

1. Pursuant to comments by SEBI, in the aforesaid observation letters, it is brought to the notice of the equity shareholders of the Amalgamated Company the details of “ …ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against Aditya Birla Capital Limited (Resultant Company), its promoters and directors …” The details in respect of the aforesaid are enclosed as Annexure 8 . The aforesaid details also formed part of the joint Company Application in CA (CAA)/ 49 (AHM)/ 2024, filed by the Companies before NCLT.

2. The Amalgamating Company, in terms of paragraph 42 Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 (hereinafter referred to as “ RBI Master Direction ”), had filed necessary application with RBI on March 20, 2024, seeking its prior approval. RBI by its letter dated September 18, 2024, has granted its approval as per the terms stated in the said letter.

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1. In respect of one of the observations of RBI that “ All regulatory or other proceedings of like nature or cause of actions against the transferor company pending and/or arising, before, on, or after, the appointed date shall not abate or be discontinued or be in any way prejudicially affected by reason of anything contained in the scheme of amalgamation but shall be initiated, continued and enforced by or against the transferee company in the manner and to the same extent as would or might have been initiated, continued and enforced against the transferor company without any further act, instrument, deed, matter or thing being made, done or executed. That the transferee company will have all such regulatory or other proceedings initiated by or against the transferor company referred to in this clause, transferred in its name and to have the same continued, prosecuted and enforced by or against the transferee company, to the exclusion of the transferor company ”, it is submitted that necessary revision/modification has been made in/to the Scheme. The revised/modified Scheme is available on the websites of the Amalgamating Company and the Amalgamated Company. The revised/modified Scheme is filed, inter alios , with the Stock Exchanges. Annexure 1 to the present explanatory statement carries the aforesaid revision/modification.

2. The Amalgamating Company would obtain/cause to be obtained all such other approvals from the Appropriate Authority as may be required under Applicable Law.

Amalgamated Company:

1. As stated earlier, the equity shares of the Amalgamated Company are listed on the Stock Exchanges. Since the provisions of Regulation 37 of the SEBI LODR are not applicable in case of amalgamation of wholly owned subsidiary into the holding company, there was no requirement for the Amalgamated Company to obtain ‘no-objection letter’ from the Stock Exchanges. However, in terms of Regulation 37(6) of SEBI LODR read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the Amalgamated Company was mandated to file the Scheme with the Stock Exchanges for disclosure purposes. Further, the Stock Exchanges were required to disseminate the Scheme documents on their websites. Copy of the letter dated March 22, 2024, addressed by the Amalgamated Company to BSE and NSE, in this regard, is enclosed as Annexure 9 .

2. In terms of Paragraph A. 6.1 of Annexure - XII - A to Chapter XII of SEBI NCD Circular, it is submitted that the Statutory Auditor of the Amalgamated Company has issued a certificate, dated April 23, 2024, inter alia, to the effect that based on the financial assets and liabilities of the Amalgamated Company as at February 29, 2024, the Amalgamated Company is capable of making payment of interest/repayment of principal of the NCDs outstanding as at February 29, 2024. The said certificate is filed by the Amalgamated Company with the Stock Exchanges.

3. The Amalgamated Company, in terms of paragraph 42 of RBI Master Direction, had filed necessary application with RBI on March 20, 2024, seeking its prior approval. RBI by its letter dated September 18, 2024 has granted its approval as per the terms stated in the said letter.

4. In respect of one of the observations of RBI that “ All regulatory or other proceedings of like nature or cause of actions against the transferor company pending and/or arising, before, on, or after, the appointed date shall not abate or be discontinued or be in any way prejudicially affected by reason of anything contained in the scheme of amalgamation but shall be initiated, continued and enforced by or against the transferee company in the manner and to the same extent as would or might have been initiated, continued and enforced against the transferor company without any further act, instrument, deed, matter or thing being made, done or executed. That the transferee company will have all such regulatory or other proceedings initiated by or against the transferor company referred to in this clause, transferred in its name and to have the same continued, prosecuted and enforced by or against the transferee company, to the exclusion of the transferor company ”, it is submitted that necessary revision/modification has been made in/to the Scheme. The revised/modified Scheme is available on the websites of the Amalgamating Company and the Amalgamated Company. The revised/modified Scheme is filed, inter alios, with the Stock Exchanges. Annexure 1 to the present explanatory statement carries the aforesaid revision/modification.

5. The Amalgamated Company would obtain/cause to be obtained all such other approvals from the Appropriate Authority as may be required under Applicable Law.

Salient extracts of the Scheme

“PART - I

DEFINITIONS, SHARE CAPITAL OF THE PARTIES AND DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

1. DEFINITIONS

• “ Appointed Date ” means opening business hours of April 1, 2024 or such other date as may be approved by the Boards of the Parties;

“ Effective Date ” means the day on which all conditions precedent set forth in Clause 19 (Conditions Precedent) are complied with or otherwise duly waived. Reference in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “effect of this Scheme” or “upon the Scheme becoming effective” shall mean the Effective Date;

“ NCDs ” means the Non-Convertible Debentures issued by the Amalgamating Company, listed on the Stock Exchanges;

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PART - II

AMALGAMATION OF THE AMALGAMATING COMPANY WITH THE AMALGAMATED COMPANY

4. AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES AND ENTIRE BUSINESS OF THE AMALGAMATING COMPANY

• 4.1 Upon coming into effect of the Scheme, with effect from the Appointed Date and in accordance with the provisions of this Scheme and pursuant to Sections 230 to 232 and other applicable provisions of the Act and Section 2(1B) of the Income Tax Act, the Amalgamating Company shall stand amalgamated with the Amalgamated Company as a going concern and all the assets and liabilities, rights and claims, title and interest of the Amalgamating Company shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Amalgamated Company, so as to become on and from the Appointed Date, the assets and liabilities, rights, claims, title and interest of the Amalgamated Company by virtue of operation of law, and in the manner provided in this Scheme.

• 4.2 In respect of such of the assets and properties of the Amalgamating Company which are movable in nature or incorporeal property, whether present or future, whether in possession or not, of whatever nature and wherever situated (including but not limited to all intangible assets, brands, trademarks of the Amalgamating Company, whether registered or unregistered trademarks along with all rights of commercial nature including attached goodwill, title, interest, labels and brand registrations, copyrights, trademarks and all such other industrial and intellectual property rights of whatsoever nature) or are otherwise capable of transfer by delivery or possession or by endorsement, shall stand transferred upon the Scheme coming into effect and shall, ipso facto and without any other order to this effect, become the assets and properties of the Amalgamated Company without requiring any deed or instrument of conveyance for transfer of the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be deemed to have been transferred accordingly to the Amalgamated Company.

• 4.3 With respect to the assets and properties of the Amalgamating Company other than those referred to in Clause 4.2 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds and any other securities, sundry debtors, claims from customers or otherwise, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, whether or not the same is held in the name of the Amalgamating Company, shall, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Amalgamated Company, with effect from the Appointed Date by operation of law as transmission or as the case may be in favour of Amalgamated Company. It is clarified that all contracts, client agreements, lending agreements, facility agreements, and know your customer details, agreements with Stock Exchanges, agreement with banks/ clearing member, vendor agreements and power of attorneys would get transferred to and vested in the Amalgamated Company, with effect from the Appointed Date by operation of law as transmission, as the case may be, in favour of Amalgamated Company and shall have been deemed to have been entered into by the Amalgamated Company. With regard to the licenses of the properties, the Amalgamated Company will enter into novation agreements, if it is so required.

• 4.4 In respect of such of the assets and properties of the Amalgamating Company which are immovable in nature, whether or not recorded in the books of the Amalgamating Company, including rights, interest and easements in relation thereto, the same shall stand transferred to and be vested in the Amalgamated Company with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by the Amalgamating Company and / or the Amalgamated Company. The Amalgamated Company shall be entitled to exercise all rights and privileges attached to such immovable properties and shall be liable to pay the ground rent and Taxes and fulfil all obligations in relation to or applicable to such immovable assets and properties.

• 4.5 For the avoidance of doubt and without prejudice to the generality of Clause 4.4 above and Clause 4.6 below, it is clarified that, with respect to the immovable properties of the Amalgamating Company in the nature of land and buildings, the Amalgamating Company and/ or the Amalgamated Company shall register the true copy of the orders of the Tribunal approving the Scheme with the offices of the relevant Sub-registrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents which may be necessary in this regard. It is clarified that any document executed pursuant to this Clause 4.5 or Clause 4.6 below will be for the limited purpose of meeting regulatory requirements and shall not be deemed to be a document under which the transfer of any asset of the Amalgamating Company takes place and all assets of the Amalgamating Company shall be transferred solely pursuant to and in terms of this Scheme and the order of the Tribunal sanctioning this Scheme. The mutation or substitution of the title to the immovable properties shall, upon the Scheme becoming effective, be made and duly recorded in the name of the Amalgamated Company by the Appropriate Authority pursuant to the Scheme coming into effect, in accordance with the terms hereof.

• 4.7 Upon effectiveness of the Scheme, all debts (including NCDs, bonds, notes, commercial papers and such other debt instruments, whether secured or unsecured liabilities (including contingent liabilities), Taxes, duties, provisions and obligations (including any undertakings as promoter of its subsidiaries/ joint ventures/ associates and related obligations, sponsor support undertakings and related obligations, if any) of the Amalgamating Company shall, without any further

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act, instrument or deed be transferred to, and vested in, and/or deemed to have been transferred to, and vested in, the Amalgamated Company, so as to become on and from the Appointed Date, the debts, liabilities, duties and obligations (including sponsor support undertakings and related obligations) of the Amalgamated Company on the same terms and conditions as were applicable to the Amalgamating Company, and it shall not be necessary to obtain the consent of any Person who is a party to contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause 4.

• 4.8 Unless otherwise agreed to between the Amalgamating Company, the vesting of all the assets of the Amalgamating Company, as aforesaid, shall be subject to encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such encumbrances shall be confined only to the relevant assets of the Amalgamating Company or part thereof on or over which they are subsisting on and no such encumbrances shall extend over or apply to any other asset(s) of the Amalgamated Company. Any reference in any security documents or arrangements (to which the Amalgamating Company is a party) related to any assets of the Amalgamating Company shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of the Amalgamated Company. Similarly, the Amalgamated Company shall not be required to create any additional security over the assets vested under this Scheme for any loans, debentures, deposits or other financial assistance already availed of / to be availed of by it, and the encumbrances in respect of such indebtedness of the Amalgamated Company shall not extend or be deemed to extend or apply to the assets so vested.

• 4.9 All the security interest over any moveable and/or immoveable properties and security in any other form (both present and future) including but not limited to any pledges, or guarantees, if any, created/executed by any person in favour of the Amalgamating Company or any other person acting on behalf of or for the benefit of the Amalgamating Company for securing the obligations of the persons to whom the Amalgamating Company has advanced loans and granted other financial assistance, by way of letter of comfort or through other similar instruments shall without any further act, instrument or deed stand vested in and be deemed to be in favour of the Amalgamated Company and the benefit of such security shall be available to the Amalgamated Company as if such security was ab initio created in favour of the Amalgamated Company. The recordal of such benefits/ charges, created in favour of the Amalgamated Company, shall upon this Scheme becoming effective and with effect from the Appointed Date, be made and duly recorded in the name of the Amalgamated Company by the appropriate authorities and third parties (including any depository participants) pursuant to the sanction of this Scheme by the Tribunal and upon the Scheme becoming effective in accordance with the terms hereof.

• 4.10 If the Amalgamating Company is entitled to any unutilized credits (including accumulated losses, capital loss and unabsorbed depreciation, book loss and book depreciation, withholding tax, advance tax, deductions, exemptions, sales tax, excise duty, customs duty, service tax, value added tax, goods and service tax, other incentives), benefits under the state or central fiscal / investment incentive schemes and policies or concessions under any Tax Laws or Applicable Law, any subsidies, special status, benefits, privileges granted by Appropriate Authority or by any other Person, the Amalgamated Company shall be entitled, as an integral part of the Scheme, to claim such benefit or incentives or unutilised credits as the case may be without any specific approval or permission. Without prejudice to the generality of the foregoing, in respect of unutilized input credits of goods and service tax and value added tax of the Amalgamating Company, if any, the same shall be transferred to the Amalgamated Company in accordance with the Applicable Law.

• 4.11 All Permits, including the benefits attached thereto of the Amalgamating Company, shall be transferred to the Amalgamated Company from the Appointed Date, without any further act, instrument or deed and shall be appropriately mutated or endorsed by the Appropriate Authorities concerned therewith in favour of the Amalgamated Company as if the same were originally given by, issued to or executed in favour of the Amalgamated Company and the Amalgamated Company shall be bound by the terms, obligations and duties thereunder, and the rights and benefits under the same shall be available to the Amalgamated Company to carry on the operations of the Amalgamating Company without any hindrance, whatsoever.

• 4.12 All contracts, agreements (including joint venture agreements, memorandum of understandings, consortium agreements), undertakings of whatsoever nature, whether written or otherwise, deeds, bonds, arrangements, service agreements, or other instruments, all assurances in favour of the Amalgamating Company or powers or authorities granted to it, of whatever nature along with the contractual rights (including claim receivables and claim proceeds) and obligations to which the Amalgamating Company is a party or to the benefit of which the Amalgamating Company may be eligible and which are subsisting or having effect, immediately before the Effective Date, shall stand transferred to and vested in the Amalgamated Company pursuant to this Scheme becoming effective, without any further act, instrument, deed or thing. The absence of any formal amendment which may be required by a third party to effect such transfer and vesting shall not affect the operation of the foregoing sentence. Without prejudice to the foregoing, the Amalgamating Company may wherever necessary, enter into and/ or execute deeds, writings, confirmations or novations to all such contracts, if necessary, in order to give formal effect to the provisions of this Clause.

• 4.13 Without prejudice to the provisions as stated above, all trade and service names and marks, patents, copyrights, designs, goodwill, business and project credentials which includes the positive reputation that the Amalgamating Company was enjoying to retain its clients, statutory licenses, infrastructural advantages, overall increase in market share, customer base, skilled employees, business claims, business information, business contracts, trade style and name, marketing and distribution channels, marketing or other commercial rights, customer relationship, trade secrets, information on

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consumption pattern or habits of the consumers in the territory, technical know-how, client records, KYC (know your customer) records/ POAs (power of attorney), authorisations, client details and other intellectual property rights of any nature whatsoever, books, records, files, papers, software licenses (whether proprietary or otherwise), drawings, computer programs, manuals, data, catalogues, quotations, sales and advertising material, lists of present and former customers and suppliers, other customer information, customer credit information, supplier / customer pricing information and all other records and documents, whether in physical or electronic form relating to business activities and operations of the Amalgamating Company shall be transferred to the Amalgamated Company from the Appointed Date, without any further act, instrument or deed.

• 4.16 With effect from Appointed Date and upon this Scheme coming into effect, all inter-company transactions including loans, contracts executed or entered into by or inter se between the Amalgamating Company and the Amalgamated Company, if any, shall stand cancelled and set-off against each other and neither the Amalgamating Company nor Amalgamated Company shall have any obligation or liability against the other party in relation thereto.

5. EMPLOYEES

• 5.1 With effect from the Effective Date, all employees of the Amalgamating Company shall become employees of the Amalgamated Company on terms and conditions no less favourable than those on which they are engaged by the Amalgamating Company without interruption in service.

• 5.4 Employee stock option plan:

• 5.4.1 The Amalgamated Company shall grant Amalgamated Company Options and/ or its Performance Stock Units (“PSUs”), in lieu of the Amalgamating Company Options granted by the Amalgamating Company to its employees under its Amalgamating Company ESOP Plan based on the ratio as approved by the respective Nomination & Remuneration Committees of the Amalgamated Company and Amalgamating Company and other approvals as may be required. The Amalgamated Company Options and/ or PSUs granted by the Amalgamated Company shall be granted on such terms and conditions, which are no less favourable than those provided under the Amalgamating Company ESOP Plan, subject to provisions of Applicable Law;

• 5.4.2 It is hereby clarified that in relation to the Amalgamated Company Options and/ or PSUs granted to the Eligible Employees of the Amalgamating Company pursuant to the Amalgamated Company ESOP Plan, the period during which the Amalgamating Company Options were held by or deemed to have been held by the such employees shall be taken into account for determining the minimum vesting period required under Applicable Law or agreement or deed for stock options and/ or PSUs granted by the Amalgamated Company, as the case may be;

• 5.4.3 Upon the Scheme becoming effective, the exercise price payable, for exercise of the Amalgamated Company Options/ PSUs issued to the Eligible Employees and number of equity shares of the Amalgamated Company resulting therefrom, shall be subject to adjustments, if any, after taking into consideration the effect of the Scheme;

• 5.4.4 Upon the Scheme becoming effective, the allocation of equity shares of the Amalgamated Company to be issued towards the Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022 shall be increased from the existing limit of 1.7% to 5% of the fully diluted paid up capital of the Amalgamated Company, in compliance with Applicable Law;

• 5.4.5 The grant of Amalgamated Company Options/ PSUs to the Eligible Employees pursuant to this Scheme shall be effected as an integral part of the Scheme and the approval of the shareholders of the Amalgamating Company and Amalgamated Company to this Scheme shall be deemed to be their consent in relation to all matters pertaining to Clause 5.4 hereto; and

• 5.4.6 The Boards of the Amalgamating Company and the Amalgamated Company or any of the committee(s) thereof, including the nomination and remuneration committee, if any, shall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the provisions of this Clause of the Scheme, including making necessary modifications or amendments to the Amalgamating Company ESOP Plan and/ or the Amalgamated Company ESOP Plan(s).

6. LEGAL PROCEEDINGS

• 6.1 If any suit, cause of actions, appeal or other legal, quasi-judicial, arbitral or other administrative proceedings of whatever nature, including proceedings relating to the securitization transactions and Tax Laws, by or against the Amalgamating Company are pending on the Effective Date, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the amalgamation or of anything contained in this Scheme, but it may be continued, prosecuted and enforced by or against the Amalgamated Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Amalgamating Company as if this Scheme had not been made. On and from the Effective Date, the Amalgamated Company may initiate any legal proceeding(s) for and on behalf of the Amalgamating Company.

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• 6.2 All regulatory or other proceedings of like nature or cause of actions against the Amalgamating Company pending and/or arising, before, on, or after, the appointed date shall not abate or be discontinued or be in any way prejudicially affected by reason of anything contained in the scheme of amalgamation but shall be initiated, continued and enforced by or against the Amalgamated Company in the manner and to the same extent as would or might have been initiated, continued and enforced against the Amalgamating Company without any further act, instrument, deed, matter or thing being made, done or executed. The Amalgamated Company will have all such regulatory or other proceedings initiated by or against the Amalgamating Company referred to in this clause, transferred in its name and to have the same continued, prosecuted and enforced by or against the Amalgamated Company, to the exclusion of the Amalgamating Company.

• 6.3 From the Appointed Date and until the Effective Date, the Amalgamating Company shall defend all legal proceedings, other than in the ordinary course of business, with the advice and instructions of the Amalgamated Company.

7. CONSIDERATION

• 7.1 Since the Amalgamating Company is wholly owned subsidiary of the Amalgamated Company, upon amalgamation of the Amalgamating Company with the Amalgamated Company, no consideration shall be issued by the Amalgamated Company. Accordingly, upon effectiveness of the Scheme, there will be no change in the equity shareholding pattern of the Amalgamated Company.

• 7.2 Upon the Scheme becoming effective, the entire share capital of the Amalgamating Company held by the Amalgamated Company along with its nominees, shall stand cancelled without any further application, act, or deed.

8. IMPACT OF THE SCHEME ON NON-CONVERTIBLE DEBENTURE HOLDERS OF THE PARTIES

• 8.1 Pursuant to this Scheme, there will be no change in terms and conditions of the NCDs of the Amalgamating Company. Details of NCDs of the Amalgamating Company listed on respective Stock Exchanges, are set-out in Schedule 1 hereto. The NCDs of the Amalgamating Company as set out in Schedule 1 hereto, shall become NCDs of the Amalgamated Company pursuant to this Scheme. It is clarified that NCDs of the Amalgamating Company, as on the Record Date, shall stand vested in or be deemed to have been vested in and shall be exercised by or against the Amalgamated Company on the same terms and conditions as if it was the issuer of such NCDs pursuant to this Scheme.

• 8.2 Safeguards for the protection of holders of NCDs: Pursuant to the Scheme, the NCDs of the Amalgamating Company shall be vested with the Amalgamated Company on same terms, including the coupon rate, tenure, ISIN, redemption price, quantum, and nature of security. A certificate from statutory auditor of the Amalgamated Company certifying the payment/ repayment capability of the Amalgamated Company against the outstanding NCDs of the Amalgamating Company is referred in Schedule 1 hereto. Therefore, the Scheme will not have any adverse impact on the holders of the NCDs of the Amalgamating Company and thus adequately safeguarding the interest of the holders of the NCDs of the Amalgamating Company.

• 8.3 No exit offer to NCDs holders of the Amalgamating Company: Since the Scheme is between the wholly owned subsidiary and the holding company and envisages that the NCDs holders of the Amalgamating Company will become holders of NCDs of the Amalgamated Company, no exit offer is required.

• 8.4 Pursuant to Clause 8.2 above, the holders of NCDs of the Amalgamating Company whose names are recorded in the relevant registers of the Amalgamating Company on the Record Date, or their legal heirs, executors or administrators or (in case of a corporate entity) its successors, shall continue to hold the same number of NCDs in the Amalgamated Company as held by such NCD holder respectively in the Amalgamating Company and on the same terms and conditions.

• 8.5 In view of provisions of this Clause 8 above, the Scheme will not have any adverse impact on the holders of the NCDs.

9. ACCOUNTING TREATMENT

• 9.1 In the books of the Amalgamated Company:

On the Scheme taking effect, the Amalgamated Company shall account for amalgamation in its books of account with effect from the Appointed Date as under:

• 9.1.1 Notwithstanding anything contrary contained in any other clause in the Scheme, the Amalgamated Company shall account for the amalgamation in its books of accounts in accordance with the ‘pooling of interest method’ laid down in Appendix C of Indian Accounting Standards (Ind AS) 103 ‘Business Combinations notified under Section 133 of the Act read with the rules issued thereunder and other generally accepted accounting principles in India. Accordingly, the financial information in the financial statements of the Amalgamated Company in respect of prior period will be restated as if the business combination had occurred from the beginning of the preceding period presented in the financial statements, irrespective of the actual date of the combination and such restatement shall not be considered or treated to be a revision of financial statements in terms of the provisions of Section 131 of the Act;

• 9.1.2 The Amalgamated Company, upon this Scheme becoming effective, shall record the assets and liabilities including reserves and Goodwill of the Amalgamating Company at their carrying amounts as appearing in the consolidated books of accounts of the Amalgamated Company in accordance with Appendix C to Ind AS 103 “Business

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Combinations” and relevant clarifications issued by Ind AS Transition Facilitation Group (“ITFG”);

• 9.1.3 Reserves shall appear in the financial statements of the Amalgamated Company in the same form in which they appeared in the Consolidated Financial statements of the Amalgamated Company;

• 9.1.4 The inter-company balances, if any, between the Amalgamating Company and the Amalgamated Company shall stand cancelled upon this Scheme becoming effective and the same shall be eliminated by giving appropriate elimination effect in the books of account and records of the Amalgamated Company;

• 9.1.5 The financial statements of the Amalgamated Company will reflect the financial position on the basis of consistent accounting policies. In case of any difference in any of the accounting policies between the Amalgamating Company and the Amalgamated Company, the accounting policies followed by the Amalgamated Company will prevail and impact of the same as on the Appointed Date will be quantified and adjusted in the reserves to ensure that the financial statements of the Amalgamated Company reflect the financial position on the basis of consistent accounting policy; and

• 9.1.6 Difference between investment in the Amalgamating Company and the net assets and reserves of the Amalgamating company (as per Clause 9.1.2 above) shall be transferred / adjusted to Capital Reserve Account. The Order of the NCLT sanctioning the scheme shall be deemed to be an Order under Section 230 of the Act confirming such utilisation/reduction of the Capital Reserve Account.

• 9.2 As the Amalgamating Company shall stand dissolved without being wound up, upon the Scheme becoming effective, hence no accounting treatment is being prescribed under this Scheme in the books of the Amalgamating Company.

10. TAXES / DUTIES / CESS

• 10.1 This Scheme has been drawn up to comply with the conditions as specified under Section 2(1B) and other relevant sections of the Income Tax Act. If any of the terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said sections and other relevant provisions at a later date including resulting from a retrospective amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of the said section and other relevant provisions of the Income Tax Act shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) and other relevant sections of the Income Tax Act. Such modification will, however, not affect the other parts of the Scheme.

• 10.2 With effect from the Appointed Date and upon the effectiveness of the Scheme, by operation of law pursuant to the order of the Tribunal:

• 10.2.1 Taxes, whether direct or indirect, of whatsoever nature including advance tax, self-assessment tax, regular assessment taxes, tax deducted at source, tax collected at source, dividend distribution tax, equalisation levy, tax credits, if any, paid by the Amalgamating Company shall be treated as paid by the Amalgamated Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be applicable, notwithstanding that challans or records may be in the name of the Amalgamating Company. Further, any tax deducted at source by the Amalgamating Company / the Amalgamated Company on payables to the Amalgamated Company / the Amalgamating Company, respectively, which income shall not be accrued in the books pursuant to the Scheme, shall also be deemed to be advance taxes paid by the Amalgamated Company and shall, in all proceedings, be dealt with accordingly; and

• 10.2.2 The Amalgamating Company / the Amalgamated Company is expressly permitted to revise and file their income tax returns and other statutory returns, along with the necessary prescribed forms, filings and annexures even beyond the due date, if required, including tax deducted / collected at source returns, service tax returns, excise tax returns, sales tax / value added tax / goods and service tax returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds, advance tax credits, credit of tax deducted at source, credit of foreign Taxes paid / withheld, etc. if any, as may be required for the purposes of / consequent to implementation of the Scheme. All compliances undertaken by the Amalgamating Company from the Appointed Date till the Effective Date will be considered as compliances undertaken by the Amalgamated Company. The Amalgamated Company shall be entitled to credit of the tax paid including, but not limited to, credit of the advance tax, self-assessment tax, tax deducted at source, tax collected at source and credit under GST law, in relation to the Amalgamating Company, for the period between the Appointed Date and the Effective Date.

• 10.3 It is hereby clarified that in case of any refunds, benefits, incentives, grants, subsidies, rebate, etc., The Amalgamated Company, if so required, shall issue notice in the name of the Amalgamating Company, in such form as it may deem fit and proper stating that pursuant to the Tribunal having sanctioned this Scheme under Sections 230 to 232 of the Act, the relevant refund, benefit, incentive, grant, subsidies, rebate, etc. granted by any Appropriate Authority, local authority or by any other person under the Tax Laws due to the Amalgamating Company shall stand vested in the Amalgamated Company and the above benefits be paid or made good or held on account of the Amalgamated Company, as the person entitled thereto, to the end and intent that the right of the Amalgamating Company to recover or realise or claim such benefit or incentives or unutilised credits, stands transferred to the Amalgamated Company. All taxes / credits including income-tax, sales tax, excise duty, custom duty, service tax, value added tax, goods and service tax or any other direct

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or indirect taxes as may be applicable, etc. paid or payable by the Amalgamating Company before the Appointed Date, shall be on account of the Amalgamating Company. All the expenses incurred by the Amalgamating Company and the Amalgamated Company in relation to the amalgamation of the Amalgamating Company with the Amalgamated Company in accordance with this Scheme, including stamp duty expenses, if any, shall be allowed as deduction to the Amalgamated Company in accordance with Section 35DD of the Income Tax Act, 1961 over a period of five (5) years beginning with the financial year in which this Scheme becomes effective.

• 10.4 Obligation for deduction of tax at source on any payment made by or to be made by the Amalgamating Company, under Tax Laws or other Applicable Laws / regulations dealing with Taxes / duties / levies duly complied by the Amalgamating Company shall be made or deemed to have been made and duly complied with by the Amalgamated Company.

11. ALTERATION OF THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE AMALGAMATED COMPANY

• 11.1 With effect from the Effective Date, the memorandum of association and articles of association of the Amalgamated Company shall be deemed to be altered and amended, without any further act or deed to inter alia include the objects as required for carrying on the business activities of the Amalgamating Company and articles as required for vesting of NCDs of the Amalgamating Company with the Amalgamated Company, pursuant to the Scheme and applicable provisions of the Act.

• 11.2 The memorandum of association of the Amalgamated Company shall be altered and amended and following clauses shall be added and inserted in the existing Clause III (A) of the memorandum of association of the Amalgamated Company:

• 11.2.1 To finance industrial enterprises and to lend and advance money to such persons, firms or Companies and upon such terms and subject to such conditions as may seem expedient.

• 11.2.2 To carry on the business of an Investment Company and for that purpose to invest in, acquire, underwrite, subscribe for hold shares bonds stocks securities, debenture stocks issued or guaranteed by any Company constituted and carrying on business in India or elsewhere and Government state dominions, sovereign, Central or Provincial commissioners, Port Trust, Public Body or authority, supreme, municipal, local or otherwise whether in India or elsewhere and to invest in land and buildings and other property of any tenure.

• 11.2.3 To promote industrial finance by way of advances, deposits or lend money, securities, and properties to or with any company, body corporate, firm, person or association whether falling under the same management or otherwise, with or without security and on such terms as may be determined from time to time; and to carry on and undertake the business of finance, investment and trading hire-purchase, leasing and to finance lease of all kinds, purchasing, selling, hiring, or letting on hire all kinds of plant and machinery and equipment that the Company may think fit and to assist in financing of all and every kind of description of hire purchase or deferred payment or similar transactions and to subsidise, finance or assist in susidising or financing the sale and maintenance of any goods, articles, or machinery, equipment, ships, aircraft, automobiles, computer and all consumer, commercial and industrial items and to lease or otherwise deal with any of them in any manner whatsoever including resale thereof regardless of whether the property purchased and leased be new and / or used.

• 11.2.4 To act as financial Consultants, Management Consultants, Lead Managers, Issue Advisors, Registrars and Transfer Agents, Brokers, Underwriters, Promoters, Dealers, Agents and to carry on the business of Share Broking and General Brokers and Service Providers for shares, debentures, debenture-stocks, bonds, units, obligations, securities, commodities and commodity derivatives, bullion currencies, trading, hedging and to provide a complete range of personal financial services like investment planning, estate planning, tax planning, consultancy / counselling service in various fields, general administrative, commercial, financial, legal, economic, labour, industrial, public relations, scientific, technical, direct or indirect taxation and other levies, statistical, accountancy, quality control, data processing, management information systems.

• 11.2.5 To provide and to deal in all kinds of financial documents like commercial paper, bills of exchange, hundis, I.O.U’s, promissory notes, and other negotiable Instruments and securities including Bill discounting, etc.

• 11.2.6 To carry on the business of issuance and operation of various card products such as credit cards, prepaid cards, smart cards, charge cards, stores value cards, any other payment products such as travellers cheques – domestic / international, gift vouchers etc., of any form and kind and by whatever name called for use in India or any other country outside India and development of such business in India either on its own or in collaboration / partnership / association with other organizations – India or international, in compliance with the applicable regulations and subject to requisite regulatory approvals as may be required from time to time and to provide all services incidental thereto including but not limited to servicing thereby collecting, billing, insuring, guaranteeing, underwriting, entering into agreement (either individually or as a member) with merchant establishments (incorporate or not), managing and carrying out all actions as necessary or appropriate in connection therewith including payment products, loyalty and/or similar programs, swipe/point of sale machines, other terminals / peripherals or accessories including pin cards, authorization systems and software for the same.

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• 11.2.7 To carry on the business of selling, distribution, marketing as a Corporate Insurance agent and brokers, of all kinds of insurance products of various companies in various fields of insurance such as life, pension & employee benefits, health, fire, marine, cargo, marine hull, aviation, oil & energy, engineering accident, liability, motor vehicle, transit & other products of non-life insurance business and to carry on the business of insurance, re-insurance and risk management either directly or as an insurance agent, insurance broker or otherwise and provide advisory and consultancy services relating to insurance business.

• 11.4 The articles of association of the Amalgamated Company shall be altered and amended and following clauses shall be added and inserted in the articles of association of the Amalgamated Company:

• 11.4.1 The Debenture Trustee shall have the power to nominate a person as Director on the Board of the Company in terms of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, at the earliest and not later than one month from date of receipt of nomination from the debenture trustee or such other date as may be notified by SEBI from time to time. A Director appointed under this Article is herein referred to as a “Debenture Director” and the term “Debenture Director” means a Director for the time being in office under this Article. A Debenture Director shall not be bound to hold any qualification shares and shall not be liable to retire by rotation or be removed by the Company.

• 11.4.2 Subject to the provisions of these articles and further subject to the receipt of the approvals as may be prescribed in this regard, including any resolution of the members of the Company as may be required, any debentures, debentures-stock or other Securities issued or to be issued/ re-issued/consolidated/ early redemption/ carry out such other action by the Company shall be under the control of the Board who may issue/ reissue/ consolidate/carry out such other action upon such terms and conditions (including the granting of a power/right to the Company to undertake early redemptions of debentures prior to the maturity of the same as well as the granting of a power/right to the Company to re-issue any debentures that had been redeemed by the Company) and in such manner and for such consideration as the Board may deem fit for the benefit of the Company.

13. DISSOLUTION OF THE AMALGAMATING COMPANY

On the Scheme becoming effective, the Amalgamating Company shall stand dissolved without being wound up and the Board and any committees thereof shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Amalgamating Company shall be deemed to be struck off from the records of the RoC.

14. REORGANISATION AND COMBINATION OF AUTHORISED SHARE CAPITAL OF THE AMALGAMATED COMPANY

• 14.1 Immediately prior to the effectiveness of the Scheme, the aggregate amount of authorised preference share capital represented by 8% compulsory convertible cumulative preference shares of INR 10 each of the Amalgamating Company as on the Effective Date shall be reclassified into the authorised equity share capital of the Amalgamating Company.

• 14.2 Upon the effectiveness of this Scheme, the aggregate amount of authorised share capital of the Amalgamating Company as on the Effective Date will be reclassified, altered and combined with the authorised share capital of the Amalgamated Company as on the Effective Date and accordingly the authorised share capital of the Amalgamated Company shall stand reclassified, altered and increased without any further act, instrument or deed on the part of Amalgamated Company including payment of stamp duty and fees to RoC.

• 14.3 For this purpose, the filing fees and stamp duty already paid by the Amalgamating Company on its authorized share capital shall be utilized and applied to the increased share capital of the Amalgamated Company, and shall be deemed to have been so paid by the Amalgamated Company on such combined authorised share capital and accordingly, the Amalgamated Company shall not be required to pay any fees/ stamp duty on the authorised share capital so increased.

• 14.4 The existing capital clause contained in the Memorandum of Association of the Amalgamated Company shall without any act, instrument or deed be and stand altered, modified, reclassified and amended pursuant to Sections 13, 61 and 64 of the Act and Section 232 and other applicable provisions of the Act, as set out below:

“The Authorised Share Capital of the Company is Rs 6280,00,00,000 (Rupees Six Thousand Two Hundred and Eighty Crore) divided into 528,00,00,000 (Five Hundred and Twenty Eighty Crore) equity shares of Rs 10 (Rupees Ten) each, 100,00,00,000 (One Hundred Crore) preference shares of Rs 10 (Rupees Ten) each with power to increase and reduce the capital of the Company or to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential, deferred, qualified or special rights, privileges or condition as may be determined by or in accordance with the Articles of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be for the time being provided by the Articles of the Company and the legislative provisions for the time being in force”

27

PART – III

ANCILLIARY PROVISIONS AND GENERAL TERMS & CONDITIONS

19. CONDITIONS PRECEDENT

• 19.1 The effectiveness of the Scheme is conditional upon and subject to:

• 19.1.1 receipt of no-objection/observation letter from the Stock Exchanges, by the Amalgamating Company, in relation to this Scheme under Regulation 59A of the SEBI LODR Regulations read with SEBI NCD Circular;

• 19.1.2 sanction of the Scheme by the Tribunal under Sections 230 to 232 of the Act;

• 19.1.3 the certified or authenticated copies of the order of the Tribunal sanctioning the Scheme being filed with the jurisdictional RoC; and

• 19.1.4 receipt of relevant approvals for this Scheme as may be required from RBI and other concerned regulatory and governmental authorities, if any.

• 19.2 It is clarified that the approval consent/ approval of the shareholders of the Amalgamating Company and the Amalgamated Company to the Scheme, as may be applicable, shall be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to matters specified in this Scheme, including Clauses 5.3, 5.4, 11, 12, 14 of this Scheme and no further resolutions under Section 13, 14, 61, 180(1)(a), 180(1)(c) or any other applicable provisions of the Act, would be required to be separately passed.”

You are requested to read the entire text of the Scheme (enclosed at Annexure 1) to get fully acquainted with the provisions thereof. The aforesaid are only some of the salient extracts thereof.

Accounting treatment

1. The joint Statutory Auditors of the Amalgamating Company have issued a certificate to the effect that the accounting treatment as prescribed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act. The certificate issued by the joint Statutory Auditors of the Amalgamating Company is open for inspection as mentioned hereinbelow.

2. The Statutory Auditor of the Amalgamated Company have issued a certificate to the effect that the accounting treatment as prescribed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act. The certificate issued by the Statutory Auditor of the Amalgamated Company is open for inspection as mentioned hereinbelow.

Effect of the Scheme on various parties

1. The effect of the proposed Scheme on the stakeholders of the Amalgamating Company (as on March 11, 2024), in terms of Rule 6 (3) (vi) and (vii) of the Rules, would be as follows:

a) Shareholders (Promoter)

The Scheme provides for and contemplates amalgamation of the Amalgamating Company with the Amalgamated Company. Given however the fact that the entire paid-up share capital of the Amalgamating Company is held by the Amalgamated Company and its nominees, upon the Scheme becoming effective, the equity shareholder(s) of the Amalgamating Company would not become the equity shareholder(s) of the Amalgamated Company and the entire paid-up share capital of the Amalgamating Company shall stand cancelled and extinguished. Further, under the Scheme, the authorised preference share capital represented by 8% redeemable cumulative preference shares of ` 10/- each of the Amalgamating Company shall be reclassified/reorganised in the manner stipulated in clauses 14.1 and 14.2 of the Scheme and pursuant to such reclassification/reorganisation, the resultant authorised share capital of the Amalgamating Company shall stand transferred to and be amalgamated/combined with the authorised share capital of the Amalgamated Company in the manner as stipulated in clause 14.4 of the Scheme. Thus, under the Scheme, an arrangement is sought to be entered into between the Amalgamating Company and its equity shareholder(s).

b) Creditors

The Scheme does not provide for or contemplate any arrangement or compromise between the Amalgamating Company and its creditors. The liability towards the creditors of the Amalgamating Company, under the Scheme, is neither being reduced nor being extinguished. The creditors of the Amalgamating Company would in no way be affected by the Scheme.

The Scheme does not contemplate any arrangement with the debenture holders of the Amalgamating Company. No rights of the debenture holders of the Amalgamating Company are being affected pursuant to the Scheme. The liability towards the debenture holders of the Amalgamating Company, is neither being reduced nor being extinguished. The debenture holders of the Amalgamating Company shall become the debenture holders of the Amalgamated Company on the same terms. The sole debenture trustee for the different series of the non-convertible debentures shall continue to remain the debenture trustee. Further, the sole debenture trustee for the different series of the non-convertible debentures do not have any material interest in the Scheme except to the extent of the equity shares held by them in the Amalgamated Company, if any.

28

The Amalgamating Company has no outstanding public deposits and therefore, the question of any effect of the Scheme on any such deposit holders or deposit trustee(s) does not arise.

c) Employees, Directors and Key Managerial Personnel

As stated in clause 5.1 of the Scheme and with effect from the effective date, all the employees of the Amalgamating Company shall become employees of the Amalgamated Company on terms and conditions no less favourable than those on which they are engaged by the Amalgamating Company without interruption in service. In these circumstances, the rights of the employees of the Amalgamating Company would in no way be affected by the Scheme.

Under clause 5.4 of the Scheme, the Amalgamated Company shall grant Amalgamated Company Option(s) (as defined in the Scheme) and/or its Performance Stock Units, in lieu of the Amalgamating Company Option(s) (as defined in the Scheme) granted by the Amalgamating Company to its employees under its Amalgamating Company ESOP Plan(s) based on the ratio as approved by the respective Nomination & Remuneration Committees of the Amalgamated Company and the Amalgamating Company and other approvals, as may be required. The Amalgamated Company Option(s) and/ or Performance Stock Units granted by the Amalgamated Company shall be granted on such terms and conditions, which are no less favourable than those provided under the Amalgamating Company ESOP Plan, subject to provisions of Applicable Law. In the circumstances, no rights of such eligible employees of the Amalgamating Company are affected.

Upon the Scheme becoming effective, the Amalgamating Company shall stand dissolved without being wound up. In these circumstances, the directors and key managerial personnel of the Amalgamating Company shall cease to be the directors and key managerial personnel of the Amalgamating Company.

None of the directors or key managerial personnel (as defined under the Companies Act, 2013 and the rules framed thereunder) of the Amalgamating Company and their respective relatives (as defined under the Companies Act, 2013 and the rules framed thereunder) have any material interest in the Scheme, except to the extent that:-

  - _i. one of the directors of the Amalgamating Company, namely, Mr. Subhash Chandra Bhargava, is the common director in the Amalgamated Company; and/or_

  - _ii. one of the directors of the Amalgamating Company, namely, Mrs. Vishakha Mulye, is the key managerial personnel of the Amalgamated Company; and/or_

  - _iii. the said directors, key managerial personnel and their respective relatives may be holding equity shares in the Amalgamated Company. None of the directors and key managerial personnel of the Amalgamating Company or their respective relatives are holding more than two per cent. of the paid-up share capital of the Amalgamated Company; and/or_

  - _iv. the said directors, key managerial personnel and their respective relatives are the partners, directors, members of the companies, firms, bodies corporate and/or beneficiaries of trust that hold shares in the Amalgamated Company, if applicable._

1. The effect of the proposed Scheme on the stakeholders of the Amalgamated Company (as on March 11, 2024), in terms of Rule 6 (3) (vi) and (vii) of the Rules, would be as follows:

2. a) Shareholders (Promoters and Non-Promoters)

The Scheme does not contemplate issuance of any equity shares by the Amalgamated Company. Therefore, the shareholders of the Amalgamated Company will not be affected by the Scheme. However, upon the Scheme becoming effective, and pursuant to the reclassification and reorganisation of the authorised share capital of the Amalgamating Company, as set out in clauses 14.1 and 14.2 of the Scheme, the resultant authorised share capital of the Amalgamating Company shall stand transferred to and be amalgamated/combined with the authorised share capital of the Amalgamated Company in the manner as stipulated in clause 14.4 of the Scheme. Further, upon the Scheme becoming effective, the memorandum of association and articles of association of the Amalgamated Company shall be deemed to be altered and amended in the manner as stipulated in clause 11.2 and clause 11.4 of the Scheme. In addition to the aforesaid, under clause 5.4 of the Scheme, the Amalgamated Company shall grant Amalgamated Company Option(s) (as defined in the Scheme) and/or its Performance Stock Units, in lieu of the Amalgamating Company Option(s) (as defined in the Scheme) granted by the Amalgamating Company to its employees under its Amalgamating Company ESOP Plan(s) based on the ratio as approved by the respective Nomination & Remuneration Committees of the Amalgamated Company and the Amalgamating Company and other approvals, as may be required. Thus, under the Scheme, an arrangement is sought to be entered into between the Amalgamated Company and its shareholders.

b) Creditors

The Scheme does not contemplate any arrangement or compromise between the Amalgamated Company and its creditors. The liability towards the creditors of the Amalgamated Company under the Scheme, is neither being reduced nor being extinguished. The creditors of the Amalgamated Company would in no way be affected by the Scheme.

Further, as on date, the Amalgamated Company has no secured creditors and therefore, the question of any effect of the Scheme on any secured creditors does not arise.

29

The Amalgamated Company has no outstanding debentures and therefore, the question of any effect of the Scheme on any such debenture holders or debenture trustee(s) does not arise.

The Amalgamated Company has no outstanding public deposits and therefore, the question of any effect of the Scheme on any such deposit holders or deposit trustee(s) does not arise.

• c) Employees, Directors and Key Managerial Personnel

Under the Scheme, no rights of the employees of the Amalgamated Company are being affected. The services of the employees of the Amalgamated Company, shall continue on the same terms and conditions on which they were engaged by the Amalgamated Company.

None of the directors or key managerial personnel (as defined under the Companies Act, 2013 and the rules framed thereunder) of the Amalgamated Company and their respective relatives (as defined under the Companies Act, 2013 and the rules framed thereunder) have any material interest in the Scheme, except to the extent that:-

• i. one of the directors of the Amalgamated Company, namely, Mr. Subhash Chandra Bhargava, is the common director in the Amalgamating Company; and/or

• ii. one of the key managerial personnel of the Amalgamated Company, namely, Mrs. Vishakha Mulye, is the director of the Amalgamating Company; and/or

• iii. one of the key managerial personnel of the Amalgamated Company, namely, Mrs. Pinky Mehta, is the nominee shareholder of the Amalgamated Company in the Amalgamating Company; and/or

• iv. the said directors, key managerial personnel and their respective relatives may be holding equity shares in the Amalgamated Company. None of the directors and key managerial personnel of the Amalgamated Company or their respective relatives are holding more than two per cent. of the paid-up share capital of the Amalgamated Company; and/or

• v. the said directors, key managerial personnel and their respective relatives are the partners, directors, members of the companies, firms, bodies corporate and/or beneficiaries of trust that hold shares in the Amalgamated Company, if applicable.

• In compliance with the provisions of Section 232 (2) (c) of the Act, the Board of Directors of the Amalgamating Company and the Amalgamated Company, have adopted separate Reports both dated March 11, 2024, inter alia , explaining the effect of the Scheme on their shareholders, Key Managerial Personnel and holders of NCDs (in case of the Amalgamating Company). Copies of the aforesaid reports adopted by the Board of Directors of the respective Companies are enclosed as Annexure 10 and Annexure 11 , respectively.

Other matters

1. No investigation proceedings have been instituted or are pending in relation to the Companies under Chapter XIV of the Act or the corresponding provisions of Sections 235 to 251 of the Companies Act, 1956.

2. No proceedings are pending under the Act or under the corresponding provisions of the Companies Act, 1956 against any of the Companies.

3. To the knowledge of the Companies, no winding up proceedings have been filed or are pending against any of the Companies under the Act or under the corresponding provisions of the Companies Act, 1956.

4. To the knowledge of the Companies, no insolvency proceedings have been filed or are pending against the Companies under the Insolvency and Bankruptcy Code, 2016, or under Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019.

5. The joint Company Application, being C.A. (CAA)/ 49 (AHM) 2024 along with annexures thereto (which includes the Scheme) was jointly e-filed by the Amalgamating Company and the Amalgamated Company with the NCLT, on September 25, 2024. The hard copy whereof was filed with the NCLT on September 26, 2024.

6. The copy of the proposed Scheme has been filed by the respective Companies before the concerned Registrar of Companies, on November 30, 2024 in Form GNL-1.

7. The unaudited financial results of the Amalgamating Company and the Amalgamated Company for the quarter ended September 30, 2024 are enclosed as Annexure 12 and Annexure 13 , respectively.

8. As per the books of accounts of (as on September 30, 2024) the Amalgamating Company, the amount due to the unsecured creditors is ` 14,296.17 Crores.

9. As per the books of accounts of (as on September 30, 2024) the Amalgamated Company, the amount due to the unsecured creditors is ` 14 ~~.~~ 94 Crores.

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1. The name and address of the promoters of the Amalgamating Company, including their shareholding in the Amalgamating Company as on September 30, 2024, is as under:

Sr. No.	Name of the Promoter	Registered Ofce	Shareholding (%)
1.	Aditya Birla Capital Limited	Indian Rayon Compound, Veraval - 362 266, Gujarat	100% (along with Nominee shareholders)

1. The name and address of the promoters of the Amalgamated Company, including their shareholding in the Amalgamated Company as on September 30, 2024, is as under:

Sr. No.	Name of the Promoter / Promoter Group	Registered Ofce / Address	Shareholding (%)
	Promoter
1.	Grasim Industries Limited	Birlagram,Nagda- 456 331,Madhya Pradesh	52.58
	Promoter Group
1.	Birla Group Holdings Private Limited	Industry House 1stFloor 159, Churchgate Reclamation,Mumbai - 400 020	8.52
2.	Essel Mining & Industries Ltd	10 Camac Street, Kolkata, West Bengal, India, 700 017	2.06
3.	Hindalco Industries Limited	Ahura Centre, 1stFloor, B Wing Mahakali Caves Road,Mumbai - 400 093	1.52
4.	Pilani Investment and Industries	Birla Building, 11thFloor 9/1, R. N. Mukherjee Road, Kolkata, Kolkata, West Bengal, India, 700 001	1.29
5.	Birla Institute of Technologyand Science	Pilani District,Jhunjhunu 333 031,Rajasthan.	0.04
6.	Renuka Investments & Finance Limited	P. O. Renukoot,Sonbhadra,Uttar Pradesh 231 217	0.01
7.	Birla Industrial Finance (India) Limited	Century Bhavan Dr A B Rd, Worli, Mumbai, Maharashtra,India,400 025	0.00
8.	Birla Consultants Limited	Century Bhavan Dr A B Rd, Worli, Mumbai, Maharashtra,India,400 025	0.00
9.	Birla Industrial Investments (India) Limited	Century Bhavan Dr A B Rd, Worli, Mumbai, Maharashtra,India,400 025	0.00
10.	Vikram Holdings Private Ltd	Industry House, 159, Churchgate Reclamation, Mumbai - 400 020	0.00
11.	Vaibhav Holdings Private Limited	212, 2ndFloor, T. V Industrial Estate, 52, S. K. Ahire Marg,Worli,Mumbai - 400 030	0.00
12.	Rajratna Holdings Private Limited	212, 2ndFloor, T. V Industrial Estate, 52, S. K. Ahire Marg,Worli,Mumbai - 400 030	0.00
13.	ECE Industries Ltd.	Ece House 28 Akasturba Gandhi Marg, New Delhi, Delhi,India,110 001	0.00
14.	IGH Holdings Private Limited	1ST Floor Industry House159, Churchgate Reclamation,Mumbai - 400 020	0.00
15.	Rajashree Birla	Mangal Adityayan, 20 Carmichael Road, Mumbai, Maharashtra - 400 026	0.03
16.	Vasavadatta Bajaj	Flat No. 100, 13thFloor, Mount Unique, 62 A, Pedder Road,Mumbai - 400 026	0.01
17.	Aditya Vikram Kumar Mangalam Birla HUF.	Aditya Birla Centre, C- Wing, 3rdFloor, S.K. Ahire Marg,Worli,Mumbai 400 030	0.00
18.	Neerja Birla	Mangal Adityayan, 20 Carmichael Road, Mumbai, Maharashtra - 400 026	0.00
19.	Kumar Mangalam Birla	Mangal Adityayan, 20 Carmichael Road, Mumbai, Maharashtra - 400 026	0.09
20.	Surya Kiran Investments Pte Limited (EquityShares + GDRs)	Ocbc Centre, 65, Chulia Street, Unit No. 48- 05/06/07/08,Singapore 049 513	1.45
21.	P.T. Indo Bharat Rayon (GDR Holding)	Cilangkap, Babakancikao, Purwakarta Regency, West Java 41151,Indonesia	1.08
22.	P T Sunrise Bumi Textiles (GDR Holding)	Menara Batavia 16th Floor, JI.KH. Mas Mansyur Kav. 126, Kalurahan Karet Tengsin Abang The Administrative CityOf South Jakarta 10220	0.07
23.	P T elegant Textile Industry (GDR Holding)	Menara Batavia Level 16, JI.KH. Mas Mansyur Kav. 126,Jakarta 10220 Indonesia	0.04
24.	Thai Rayon Public Company Limited (GDR Holding)	Mahatun Plaza Bldg, Floor 16, 888/160-161 Ploenchit Road,Pathumwan,Bangkok 10330	0.10

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1. The names, designations, addresses and Director Identification Number (“ DIN ”) of the directors of the Amalgamating Company as on September 30, 2024, were as follows:

Sr. No.	Name	Designation	Address	DIN
1.	Mrs. Vishakha Mulye	Non-Executive Director	One World Center, Tower 1, 18thFloor, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013	00203578
2.	Mr. Subhash Chandra Bhargava	Independent Director	Crescent Bay, L & T, Flat No. 3302, Tower 5, Bhoiwada, Parel, Mumbai - 400 012	00020021
3.	Mr. Nagesh Pinge	Independent Director	B-403, Rajkamal CHS, Subhash Road, Near Parle Mahila Sangh School, Vile Parle (East), Mumbai - 400 057	00062900
4.	Mr. Rajat Kumar Jain	Independent Director	B6/806, Sahara Grace, MG Road, Gurgaon - 122 002	00046053
5.	Mr. Sunil Srivastav	Independent Director	Flat No. 1903, Tower A, Raheja Ridgewood, Shree Ram Mandir Road, Goregaon East, Mumbai Suburban, Mumbai - 400 063	00237561
6.	Mr. Rakesh Singh	Managing Director & CEO	One World Center, Tower 1, 18th Floor, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013	07006067

1. The names, designations, addresses and Director Identification Number (“ DIN ”) of the directors of the Amalgamated Company as on September 30, 2024, were as follows:

as on	September 30, 2024, were	as follows:
Sr. No.	Name	Designation	Address	DIN
1.	Kumar Mangalam Birla	Non-Executive Non-Independent	Mangal Adityayan, 20 Carmichael Road, Mumbai, Maharashtra - 400 026	00012813
2.	Mr. Sushil Agarwal	Non-Executive Non-Independent	294 & 304, Tower B, Kalpataru Horizon, S. K. Ahire Marg, Near Doordarshan, Worli, Mumbai, Maharashtra, India - 400 018	00060017
3.	Mr. Romesh Sobti	Non-Executive Non-Independent	C10 , 2ndFloor, Paschmi Marg, Vasant Vihar, New Delhi - 110 057	00031034
4.	Mr. Arun Adhikari	Non-Executive Independent	Vivarea, 903, A-Wing, Sane Guruji Marg, Mumbai - 400 011	00591057
5.	Mr. Puranam Hayagreeva Ravikumar	Non-Executive Independent	501, Yashowan Tower, T.H.Kataria Marg, Mahim West, Mumbai - 400 016	00280010
6.	Mrs. Vijayalakshmi Rajaram Iyer	Non-Executive Independent	Flat No. 1402, Barberry Towers, Gate No. 7 Nahar Amrut Shakti, Chandivili, Powai - 400 072	05242960

1. The details of the shareholding of the Directors and the Key Managerial Personnel (hereinafter referred to as the “ KMP ”) of the Amalgamating Company in the Companies as on September 30, 2024 are as follows:

Sr. No.	Name	Designation	Equity Shares Held in Amalgamating Company	Equity Shares Held in Amalgamated Company
1.	Mrs. Vishakha Mulye	Non-Executive Director	Nil	Nil
2.	Mr. Nagesh Pinge	Independent Director	Nil	Nil
3.	Mr. Rajat Kumar Jain	Independent Director	Nil	Nil
4.	Mr. Sunil Srivastav	Independent Director	Nil	Nil
5.	Mr. Rakesh Singh	ManagingDirector & CEO	Nil	Nil
6.	Mr. Tushar Harendra Shah	CEO	Nil	5,31,596
7.	Mr. PradeepKumar Agrawal	CFO	Nil	Nil
8.	Mr. Ankur Deepak Shah	CompanySecretary	Nil	3,450

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1. The details of the shareholding of the Directors and the Key Managerial Personnel (hereinafter referred to as the “ KMP ”) of the Amalgamated Company in the Companies as on September 30, 2024 are as follows:

Sr. No.	Name	Designation	Equity Shares Held in Amalgamating Company	Equity Shares Held in Amalgamated Company
1.	Mr. Kumar Mangalam Birla	Non-Executive Non-Independent	Nil	23,94,398*
2.	Mr. Sushil Agarwal	Non-Executive Non-Independent	Nil	2,89,585*
3.	Mr. Arun Adhikari	Non-Executive Independent	Nil	Nil
4.	Mr. Puranam Hayagreeva Ravikumar	Non-Executive Independent	Nil	1,407
5.	Mrs. Vijayalakshmi Rajaram Iyer	Non-Executive Independent	Nil	2,000
6.	Mr. Romesh Sobti	Non-Executive Non-Independent	Nil	Nil
7.	Mrs. Vishakha Mulye	Chief Executive Ofcer	Nil	Nil
8.	Mrs. Pinky Mehta	Chief Financial Ofcer	4**	3,17,008
9.	Mr. Santosh Haldankar	CompanySecretary	Nil	Nil

• Including shares held as a Karta of HUF

** Nominee of Aditya Birla Capital Ltd.

1. The (a) pre-arrangement shareholding pattern of the Companies as on as on September 30, 2024; (b) the post-arrangement shareholding pattern and capital structure of the Amalgamated Company upon the Scheme becoming effective and assuming the continuing shareholding pattern as on as on September 30, 2024; (c) the pre-arrangement debt structure of the Amalgamating Company as on September 30, 2024; and (d) the post-arrangement expected debt structure of the Amalgamated Company upon the Scheme becoming effective and assuming the debt structure as on September 30, 2024 are as under:

Amalgamating Company - pre-arrangement shareholding pattern as on September 30, 2024:

Sr. No.	Name of Equity Shareholders	Category	No. of Shares held	% of total no. of shares
1.	Aditya Birla Capital Limited	Promoter	69,62,84,881	100
2.	Mr. ManojShah*		10	-
3.	Mr. Murlidhar Raut*		10	-
4.	Mrs. PinkyMehta*		4	-
5.	Mr. VijayDeshwal*		4	-
6.	Mr. Subhro Bhaduri*		4	-
7.	Mr. AnunayShrivastava*		4	-
8.	Mr. Deepak Tripathi*		1	-
9.	Mr. Goverdhan Gupta*		1	-
10.	Mr. Bhadresh Khichi*		1	-
11.	Mr. Dinesh Jain*		1	-
12.	Mr. Gopal Pamnani*		1	-
13.	Mr. R C Sharma*		1	-
14.	Mr. Sharad Agarwal*		4	-
15.	Mr. Lalit Vermani*		4	-
	Total		69,62,84,931	100

• Nominees of Aditya Birla Capital Ltd.

33

Amalgamated Company - pre-arrangement and post-arrangement shareholding pattern as on September 30, 2024:

Sr. No.	Description	No. of Shares	%
**(A) **	Shareholding of Promoter and Promoter Group
1	Indian
(a)	Individuals/ Hindu Undivided Family
	Aditya Vikram Kumar Mangalam Birla HUF.	1,25,608	0.00
	Neerja Birla	1,02,286	0.00
	Rajashree Birla	7,73,989	0.03
	Vasavadatta Bajaj	1,65,951	0.01
	Kumar Mangalam Birla	22,68,790	0.09
(b)	Central Government/ State Government(s)
(c)	Financial Institutions/ Banks
(d)	AnyOthers
	Birla Institute of Technologyand Science	9,25,687	0.04
	Birla Industrial Investments(India)Limited	26,119	0.00
	Birla Consultants Limited	1,22,334	0.00
	Vaibhav Holdings Private Limited	938	0.00
	Birla GroupHoldings Private Limited	22,19,50,922	8.52
	Grasim Industries Limited	1,36,98,09,351	52.58
	Hindalco Industries Limited	3,95,11,455	1.52
	Essel Mining& Industries Ltd	5,36,92,810	2.06
	Pilani Investment and Industries	3,36,01,721	1.29
	Birla Industrial Finance(India)Limited	1,22,479	0.00
	Vikram Holdings Pvt Ltd	1,050	0.00
	Rajratna Holdings Private Limited	938	0.00
	Renuka Investments & Finance Limited	3,39,059	0.01
	IGH Holdings Private Limited	0	0.00
	ECE Industries Ltd.	0	0.00
	Sub-Total(A)(1)	1,72,35,41,487	66.16
2	Foreign
	Individuals(NonResident Individuals/ Foreign Individuals)	0	0.00
	Government	0	0.00
	Institutions	0	0.00
	Foreign Portfolio Investor	0	0.00
	AnyOther	0	0.00
	P.T. Indo Bharat Rayon(GDR Holding)	2,80,05,628	1.08
	P T Sunrise Bumi Textiles(GDR Holding)	17,76,250	0.07
	P T elegant Textile Industry (GDR Holding)	11,32,250	0.04
	Thai Rayon Public CompanyLimited(GDR Holding)	26,95,000	0.10
	Surya Kiran Investments Pte Limited(includes 7,000 GDRs)	3,76,49,337	1.45
	Sub-Total(A)(2)	7,12,58,465	2.74
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	1,79,47,99,952	68.90

34

B	Statement showing shareholding pattern of the Public	Statement showing shareholding pattern of the Public	Statement showing shareholding pattern of the Public
(1)	Institutions(Domestic)
(a)	Mutual Funds	6,42,99,918	2.47
(b)	Venture Capital Funds	0	0.00
(c)	Alternate Investment Funds	9,73,35,974	3.74
(d)	Banks	2,46,335	0.01
(e)	Insurance Companies	5,77,65,454	2.22
(f)	Provident Funds/ Pension Funds	0	0.00
(g)	Asset reconstruction companies	0	0.00
(h)	Sovereign Wealth Funds	0	0.00
(i)	NBFCs registered with RBI	1,34,966	0.01
(j)	Other Financial Institutions	2,10,841	0.01
(k)	AnyOther	3,12,054	0.01
	Sub-Total(B)(1)	22,03,05,542	8.46
(2)	Institutions(Foreign)
(a)	Foreign Direct Investment - Jomei Investments Limited	10,00,00,000	3.84
(b)	Foreign Venture Capital Investors	0	0.00
(c)	Sovereign Wealth Funds	0	0.00
(d)	Foreign Portfolio Investors CategoryI	15,47,57,216	5.94
(e)	Foreign Portfolio Investors CategoryII	1,62,66,772	0.62
(f)	Overseas Depositories(holdingDRs) (balancingfgure) (GDR Holding)	1,68,87,876	0.65
(g)	AnyOther	22,309	0.00
	Sub-Total(B)(2)	28,79,34,173	11.05
(3)	Central Government / State Government(s)
(a)	Central Government / President of India	232	0.00
(b)	State Government / Governor	12,817	0.00
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	544	0.00
	Sub-Total(B)(3)	13,593	0.00
(4)	Non-institutions
(a)	Associate companies / Subsidiaries	0	0.00
(b)	Directors and their relatives (excluding independent directors and nominee directors)	2,93,155	0.01
(c)	KeyManagerial Personnel	3,17,008	0.01
(d)	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)	0	0.00
(e)	Trusts where any person belonging to ‘Promoter and Promoter Group’ categoryis ‘trustee’, ‘benefciary’, or ‘author of the trust’	0	0.00
(f)	Investor Education and Protection Fund(IEPF)	0	0.00
(g)	Resident Individuals holdingnominal share capital upto`2 lakhs	16,03,20,781	6.15
(h)	Resident Individuals holdingnominal share capital in excess of`2 lakhs	5,24,51,274	2.01
(i)	Non Resident Indians(NRIs)	1,11,86,283	0.43
(j)	Foreign Nationals	6,915	0.00
(k)	Foreign Companies	0	0.00
(l)	Bodies Corporate	4,92,46,170	1.89
(m)	AnyOther	2,82,27,695	1.08
	Sub-Total(B)(4)	30,20,49,281	11.59
	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)	81,03,02,589	31.10

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C	Statement showing shareholding pattern of the Non Promoter- Non Public shareholder	Statement showing shareholding pattern of the Non Promoter- Non Public shareholder	Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
(1)	Custodian/DR Holder - Name of DR Holders(If Available)	0	0.00
(2)	Employee Beneft Trust / Employee Welfare Trust under SEBI (Share Based Employee Benefts and Sweat Equity)Regulations, 2021	0	0.00
	Total Non Promoter - Non Public Shareholding (C)= (C)(1)+(C)(2)	0	0.00
	Total( A+B+C2)	2,60,51,02,541	100.00
	Total(A+B+C)	2,60,51,02,541	100.00

- Amalgamated Company post capital structure upon the Scheme becoming efective and assuming the continuing capital structure as on September 30, 2024:

	Type of shares				From the Efective Date of Scheme	From the Efective Date of Scheme	From the Efective Date of Scheme
			No	of Shares		Face Value (**)**|**Amount (**)
			(A)	Authorised	Share Capital
Equity	Shares of INR 10 each		5,28,00,00,000			10	52,80,00,00,000
Preference shares of INR 10 each			1,00,00,00,000			10	10,00,00,00,000
			6,28,00,00,000				62,80,00,00,000
**(B) **		Issued, Subscribed and Paid-up Share Capital
EquityShares		2,60,51,02,541				10	26,05,10,25,410

Amalgamating Company - pre-arrangement debt structure as on September 30, 2024 and post-arrangement expected debt structure, upon the Scheme becoming efective and assuming the debt structure as on September 30, 2024:

(All amounts provided at face value)

Particulars	Aditya Birla Capital Limited	Aditya Birla Finance Limited
Debt Structure before the scheme	Nil	₹ in Crore Secured NCD: 22,881.35 Unsecured NCD: 254.32 Sub-debt: 2,912.50 Perpetual bond: 202.84
Debt Structure after the scheme	Pursuant to the Scheme, the NCDs of the Amalgamating Company shall be vested with the Amalgamated Company on same terms, including the coupon rate, tenure, ISIN, redemption price, quantum, and nature of security. Accordingly, the entire pre scheme debt of ABFL shall become debt of ABCL as under: ₹ in Crore Secured NCD: 22,881.35 Unsecured NCD: 254.32 Sub-debt: 2,912.50 Perpetual bond: 202.84	NA

1. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.

2. The following documents will be available for inspection by the equity shareholders of the Amalgamated Company through electronic mode during the proceedings of the Meeting, basis email request being sent on abc.secretarial@adityabirlacapital.com . Further, the following documents will also be open for inspection, by the equity shareholders of the Amalgamated Company, at its registered office at Indian Rayon Compound, Veraval - 362 266, Gujarat, India, between 10.00 a.m. and 12.00 noon on all working days from the date hereof up to the date of the Meeting:

3. (i) Copy of order passed by NCLT in C.A.(CAA)/ 49 (AHM) 2024, dated November 29, 2024, inter alia , directing the Amalgamated Company to convene the meeting of its equity shareholders;

4. (ii) Copy of the Scheme;

5. (iii) Copy of Memorandum and Articles of Association of the Companies;

6. (iv) Copy of annual report of the Companies, for the financial year ended March 31, 2024;

7. (v) Copy of unaudited financial results of the Companies, for the quarter ended September 30, 2024;

8. (vi) Copy of Valuation Report, dated March 11, 2024, issued by M/s. Bansi S Mehta Valuers LLP, Registered Valuer, in respect of the recommendation of fair ratio of entitlement for the NCD holders of Amalgamating Company ( Valuation Report );

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• (vii) Copy of fairness opinion dated March 11, 2024, issued by Inga Ventures Private Limited, to the Board of Directors of the Amalgamating Company and the Amalgamated Company;

• (viii) Copy of the report of the Audit Committee of the Amalgamating Company dated March 11, 2024;

• (ix) Copy of the resolution, dated March 11, 2024, passed by the Board of Directors of the Amalgamating Company;

• (x) Copy of the report of the Board of Directors of the Amalgamating Company, dated March 11, 2024, in terms of Paragraph A.2(d) of Part I of Annexure-XII-A to Chapter XII of the SEBI NCD Circular;

• (xi) Copy of the report dated March 11, 2024, adopted by the Board of Directors of the Amalgamating Company pursuant to the provisions of Section 232(2)(c) of the Act;

• (xii) Copy of the report of the Audit Committee of the Amalgamated Company dated March 11, 2024;

• (xiii) Copy of the resolution, dated March 11, 2024, passed by the Board of Directors of the Amalgamated Company;

• (xiv) Copy of the report dated March 11, 2024, adopted by the Board of Directors of the Amalgamated Company pursuant to the provisions of Section 232(2)(c) of the Act;

• (xv) Copy of the Nil Complaint Reports, dated May 14, 2024 and May 17, 2024, submitted by the Amalgamating Company to BSE and NSE, respectively;

• (xvi) Copy of no adverse observations/no-objection letter issued by BSE and NSE, dated June 28, 2024, and July 1, 2024, respectively, to the Amalgamating Company;

• (xvii) Details of “ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against Aditya Birla Capital Limited (Resultant Company), its promoters and directors”;

• (xviii) Copy of the certificate, dated April 23, 2024, issued by the Statutory Auditor of the Amalgamated Company in terms of Paragraph A.6.1 of Annexure-XII-A to Chapter XII of SEBI NCD Circular;

• (xix) Copy of joint Statutory Auditors certificate, dated March 11, 2024, issued by M/s M S K A & Associates and Singhi & Co., Chartered Accountants, joint Statutory Auditors of the Amalgamating Company, under Section 133 of the Act;

• (xx) Copy of Statutory Auditor certificate, dated April 23, 2024, issued by BSR & Co. LLP, Chartered Accountants, Statutory Auditor of the Amalgamated Company under Section 133 of the Act;

• (xxi) Copy of the no-objection certificate issued by the sole debenture trustee of the listed NCDs issued by the Amalgamating

• Company and filed with the Stock Exchanges;

• (xxii) Copies of the consent to the Scheme issued by the secured creditors (other than secured NCD holders) of the Amalgamating Company and filed with the Stock Exchanges;

• (xxiii) Copy of the letter dated September 18, 2024, addressed by RBI to the Amalgamating Company, granting its approval to the Scheme;

• (xxiv) Copy of the letter dated September 18, 2024, addressed by RBI to the Amalgamated Company, granting its approval to the Scheme;

• (xxv) Copies of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies, along with the challan, both dated November 30, 2024;

• (xxvi) Copy of the certificate, dated November 19, 2024, issued by Mukund M. Chitale & Co., Chartered Accountants, certifying the amount due to the unsecured creditors of the Amalgamating Company as on September 30, 2024;

• (xxvii) Copy of the certificate, dated November 19, 2024, issued by Mukund M. Chitale & Co., Chartered Accountants, certifying the amount due to the unsecured creditors of the Amalgamated Company September 30, 2024; and

• (xxviii)Copy of C.A. (CAA)/ 49 (AHM) 2024 along with annexures, jointly filed by the Companies before NCLT, along with Additional Affidavit dated October 1, 2024 and Further Additional Affidavit dated November 6, 2024.

The equity shareholders shall be entitled to obtain the extracts from or for making or obtaining the copies of the documents listed in item numbers (ii), (iv), (v), (vi), (vii), (xi), (xiv), (xv), (xvi), and (xvii) above.

1. This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules. Hard copies of the Particulars as defined in this Notice can be obtained free of charge, from the registered office of the Amalgamated Company or at the office of its advocates, M/s. Singhi & Co., Singhi House, 1, Magnet Corporate Park, Off Sola Bridge, S. G. Highway, Ahmedabad - 380 059, Gujarat, India, within 1 (one) working day, on a requisition being so made by the equity shareholders of the Amalgamated Company, by sending an email request on abc.secretarial@adityabirlacapital.com .

2. After the Scheme is approved, by the equity shareholders of the Amalgamated Company, it will be subject to the approval/ sanction by NCLT or any other statutory or regulatory authorities as may be applicable.

Dated this December 2, 2024

Sd/Justice (Retd.) Akil Kureshi Chairman appointed for the Meeting

Registered office: Indian Rayon Compound, Veraval - 362 266, Gujarat, India.

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Annexure 1

SCHEME OF AMALGAMATION

OF

ADITYA BIRLA FINANCE LIMITED

(“AMALGAMATING COMPANY”)

WITH

ADITYA BIRLA CAPITAL LIMITED

(“AMALGAMATED COMPANY”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

(A) PREAMBLE

This Scheme ( as defined hereinafter ) provides for the amalgamation of Aditya Birla Finance Limited ( “Amalgamating Company” ) with Aditya Birla Capital Limited ( “Amalgamated Company” ) with effect from the Appointed Date ( as defined hereinafter ) under the provisions of Sections 230 to 232 and other applicable provisions of the Act ( as defined hereinafter ) read with Section 2(1B) and other applicable provisions of the Income Tax Act ( as defined hereinafter ) and for various other matters consequential thereto or otherwise integrally connected therewith.

(B)

DESCRIPTION OF COMPANIES

1. Aditya Birla Finance Limited (“ Amalgamating Company ”) is incorporated under the provisions of the Companies Act, 1956 with corporate identity number: U65990GJ1991PLC064603 and has its registered office at Indian Rayon Compound, Veraval – 362 266, Gujarat, India. The Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company. The Amalgamating Company is registered with Reserve Bank of India (“ RBI ”) as non-deposit taking systemically important Non - Banking Financial Company ( “NBFC-ICC” ) in terms of the certificate of registration issued by the RBI, bearing registration no. N.01.00500, dated August 9, 2011. The Amalgamating Company has also been classified as an Upper Layer NBFC (“ NBFC-UL ”) as per the Scale Based Regulations ( as defined hereinafter ) by the RBI. The Amalgamating Company, inter alia , is offering end-to-end lending, financing and distributing financial products to retail, High Net-worth Individuals (“ HNI ”), ultra HNI, micro, small and medium enterprises (“ MSME ”) and corporate customers across India. The Amalgamating Company is also engaged in the business of distribution of financial products such as mutual funds, insurance products, etc. The nonconvertible debentures of the Amalgamating Company are listed on the Stock Exchanges ( as defined hereinafter ), the details of which are set out in Schedule 1 hereto.

2. Aditya Birla Capital Limited (“ Amalgamated Company ”) is incorporated under the provisions of the Companies Act, 1956 with corporate identity number: L67120GJ2007PLC058890 and has its registered office at Indian Rayon Compound, Veraval – 362 266, Gujarat, India. The equity shares of the Amalgamated Company are listed on the Stock Exchanges ( as defined hereinafter ) and the global depository shares of the Amalgamated Company are listed on the Luxembourg Stock Exchange. The Amalgamated Company is a systemically important non-deposit taking core investment company (“ NBFC-CIC ”) registered with the RBI in terms of the certificate of registration issued by the RBI, bearing registration no. B.01.00555, dated July 06, 2017. The Amalgamated Company has also been classified as a Middle Layer NBFC (“ NBFC-ML ”) as per the Scale Based Regulations by the RBI. The Amalgamated Company is presently a core investment company and through its subsidiaries and associate companies is offering end-to-end investing and financing solutions to wide range of customers across the country. The Amalgamated Company’s product portfolio meets the varied financial requirements of a wide range of customers, such as the salaried and self-employed individuals, HNIs, ultra HNIs, MSME, and large and mid corporates and has business interests including that of non-banking financial institution, housing finance, asset management, broking, life and health insurance through its subsidiaries/ associate companies across India. The Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company.

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(C) RATIONALE

The Amalgamating Company and the Amalgamated Company form part of the Aditya Birla group. The Amalgamating Company, a wholly owned subsidiary of the Amalgamated Company is engaged in the business of lending and distribution of financial products. With the objective of simplifying the group structure, it is proposed to consolidate the Amalgamating Company with the Amalgamated Company, its holding company.

The rationale for, and the benefits of, the amalgamation of the Amalgamating Company into and with the Amalgamated Company, are inter alia as follows:

• (i) rationalisation and simplification of structure by reducing the number of legal entities;

• (ii) to achieve optimal and efficient utilization of capital, enhance operational and management efficiencies;

• (iii) the Amalgamated Company, being an operating company would have direct access to capital, thereby creating a unified larger entity with greater financial strength and flexibility;

• (iv) consolidation of the business, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Amalgamated Company;

• (v) seamless implementation of policy changes, reduction in the multiplicity of legal and regulatory compliances and costs rationalization resulting in improvement in shareholder returns;

• (vi) pooling of knowledge and expertise of both the Parties and align with the business plans to meet long-term objectives; and

• (vii) ensuring on-going compliance with the Scale Based Regulations applicable to NBFCs, as notified by the RBI.

Upon the effectiveness of the amalgamation, the Amalgamated Company would, inter alia , be engaged into the following businesses (i) lending business (NBFC business of erstwhile Amalgamating Company and housing finance business through its 100% subsidiary) and (ii) various non-lending financial services and ancillary businesses, directly and indirectly, through subsidiaries/ associates.

Accordingly, the Scheme is in the interest of both the companies involved and their respective stakeholders.

(D) PARTS OF THE SCHEME

PART I deals with the definitions and interpretations, share capital of the Parties and date of taking effect and implementation of this Scheme;

PART II deals with the amalgamation of the Amalgamating Company with the Amalgamated Company; the consequent dissolution, without being wound up of the Amalgamating Company and matters incidental thereto; and

PART III deals with the general terms and conditions applicable to this Scheme.

PART - I

DEFINITIONS, SHARE CAPITAL OF THE PARTIES AND DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

1. DEFINITIONS

• 1.1 In this Scheme, unless inconsistent with the subject or context thereof (i) capitalised terms defined by inclusion in quotations and / or parenthesis shall have the meanings so ascribed; and (ii) the following expressions shall have the meanings ascribed hereunder:

• “ Act ” means the Companies Act, 2013;

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"Amalgamating Company ESOP Plan” means the Aditya Birla Finance Limited Employee Stock Option Scheme 2022 issued by the Amalgamating Company;

"Amalgamated Company ESOP Plan(s)” means the Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022 and Aditya Birla Capital Limited Employee Stock Option Scheme 2017, issued by the Amalgamated Company, in compliance with the erstwhile 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) Regulations, 2021;

“ Amalgamating Company Option(s) ” means the stock option(s) granted to an employee of the Amalgamating Company, which gives such employee the right, but not an obligation, to subscribe to the equity shares of the Amalgamating Company in accordance with the terms of the relevant Amalgamating Company ESOP Plan;

“ Amalgamated Company Option(s) ” means the stock option(s) granted to an employee of the Amalgamated Company, which gives such employee the right, but not an obligation, to subscribe to the equity shares of the Amalgamated Company in accordance with the terms of the Amalgamated Company ESOP Plan(s), or any stock option plan created/ adopted by the Amalgamated Company;

“ Applicable Law ” or “ Law ” means any applicable national, foreign, provincial, local or other law including applicable provisions of all: (i) constitutions, decrees, treaties, statutes, enactments, laws (including the common law), bye-laws, codes, notifications, rules, regulations, policies, guidelines, circulars, clearances, approvals, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, Tribunal; (ii) Permits; and (iii) orders, decisions, writs, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties in each case having the force of law and that is binding or applicable to a Person as may be in force from time to time;

“ Appointed Date ” means opening business hours of April 1, 2024 or such other date as may be approved by the Boards of the Parties;

“ Appropriate Authority ” means: (i) the government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, tribunals, central bank, commission or other authority thereof; (ii) any governmental, quasi-governmental or private body, selfregulatory organisation, or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, statutory, licensing, competition, Tax, importing, exporting or other governmental or quasi-governmental authority including without limitation, RBI, IRDAI, SEBI and the Tribunal; and (iii) Stock Exchanges;

“ Board ” in relation to the Parties, means the board of directors of such Party, and shall include a committee of directors or any person authorized by such board of directors or such committee of directors duly constituted and authorized for the matters pertaining to this Scheme or any other matter relating hereto;

“ Effective Date ” means the day on which all conditions precedent set forth in Clause 19 (Conditions Precedent) are complied with or otherwise duly waived. Reference in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “effect of this Scheme” or “upon the Scheme becoming effective” shall mean the Effective Date;

" Eligible Employees " means all those employees (whether in service or not, including those who were in the past employment) of the Amalgamating Company, who are entitled to benefits under the Amalgamating Company ESOP Plan, as on the Effective Date, and to whom, options of the Amalgamating Company have been granted, irrespective of whether the same are vested or not;

“NCDs” means the Non-Convertible Debentures issued by the Amalgamating Company, listed on the Stock Exchanges;

“ Income Tax Act ” means the Income-tax Act, 1961;

“ INR ” means Indian Rupee, the lawful currency of the Republic of India;

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“ IRDAI ” means Insurance Regulatory and Development Authority of India;

“ Parties ” means the Amalgamating Company and the Amalgamated Company, collectively and “ Party ” shall mean each of them, individually;

“ Permits ” means all consents, licences, permits, certificates, permissions, authorisations, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, no objections, whether governmental, statutory or regulatory as required under Applicable Law;

“ Person ” means an individual, a partnership, a corporation, a limited liability partnership, a company, an association, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;

“RBI” means the Reserve Bank of India;

“ Record Date ” means the date which may be fixed by the Board of the Amalgamated Company for the purpose of determining the NCD holders of the Amalgamating Company for the purpose of vesting of the NCDs of the Amalgamating Company into the Amalgamated Company, pursuant to this Scheme;

“ RoC ” means the jurisdictional Registrar of Companies;

“ Scheme ” means this scheme of amalgamation as modified from time to time;

“ SEBI ” means the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992;

“ SEBI NCD Circular ” means the circulars issued by the SEBI pursuant to Regulations 11, 59A and 94A of the SEBI LODR Regulations;

“ SEBI LODR Regulations ” means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

“ Scale Based Regulations ” means the Scale Based Regulations (SBR): A Revised Regulatory Framework for Non-Banking Financial Companies, issued by the RBI dated October 22, 2021;

“ Stock Exchanges ” means BSE Limited and National Stock Exchange of India Limited, collectively;

“ Tax Laws ” means all Applicable Laws dealing with Taxes including but not limited to income-tax, wealth tax, sales tax / value added tax, service tax, goods and service tax, excise duty, customs duty or any other levy of similar nature;

“ Taxation ” or “ Tax ” or “ Taxes ” means all forms of taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies, whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value, goods and services or otherwise and shall further include payments in respect of or on account of tax, whether by way of deduction at source, collection at source, dividend distribution tax, buyback distribution tax, equalization levy, advance tax, self-assessment tax, regular assessment taxes, goods and services tax or otherwise or attributable directly or indirectly to any of the Parties and all penalties, surcharge, cess, charges, costs and interest relating thereto; and

“ Tribunal ” means the Ahmedabad Bench of the Hon’ble National Company Law Tribunal having jurisdiction over the Parties.

1.2 Interpretation

In this Scheme, unless the context otherwise requires:

• 1.2.1 words denoting the singular shall include the plural and vice versa ;

• 1.2.2 reference to any law or legislation shall include the rules and regulations thereunder and amendments thereto;

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• 1.2.3 headings, sub-headings, titles, sub-titles to clauses, sub-clauses and paragraphs are for information and convenience only and shall be ignored in construing the Scheme; and

• 1.2.4 all terms and words not defined in this Scheme shall unless repugnant or contrary to the context or meaning thereof, have the same meaning as prescribed to them under the Act, Income Tax Act Securities Contracts (Regulation) Act, 1956 or any other applicable laws, rules, regulations, bye laws, as the case may be.

2. SHARE CAPITAL

• 2.1 The share capital structure of the Amalgamating Company as on March 11, 2024 is as follows:

Particulars	Amount in INR
Authorized share capital
127,00,00,000 equityshares of INR 10 each	1270,00,00,000
100,00,00,000preference shares of INR 10 each	1000,00,00,000
1,00,00,000 8% compulsory convertible cumulative preference shares of INR 10 each	10,00,00,000
Total	2280,00,00,000
Issued, Subscribed andpaid-up share capital
68,93,96,930 equityshares of INR 10 each fully paid-up	689,39,69,300
Total	689,39,69,300

• 2.2 The share capital structure of the Amalgamated Company as on March 11, 2024 is as follows:

Particulars	Amount in INR
Authorized share capital
400,00,00,000 equityshares of INR 10 each	4000,00,00,000
Total	4000,00,00,000
Issued, subscribed andpaid-up share capital
260,00,21,884 equityshares of INR 10 each fully paid-up	2600,02,18,840
Total	2600,02,18,840

3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

The Scheme shall become effective from the Appointed Date but shall be operative from the Effective Date.

PART – II

AMALGAMATION OF THE AMALGAMATING COMPANY WITH THE AMALGAMATED COMPANY

4. AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES AND ENTIRE BUSINESS OF THE AMALGAMATING COMPANY

• 4.1 Upon coming into effect of the Scheme, with effect from the Appointed Date and in accordance with the provisions of this Scheme and pursuant to Sections 230 to 232 and other applicable provisions of the Act and Section 2(1B) of the Income Tax Act, the Amalgamating Company shall stand amalgamated with the Amalgamated Company as a going concern and all the assets and liabilities, rights and claims, title and interest of the Amalgamating Company shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Amalgamated Company, so as to become on and from the Appointed Date, the assets and liabilities, rights, claims, title and interest of the Amalgamated Company by virtue of operation of law, and in the manner provided in this Scheme.

• 4.2 In respect of such of the assets and properties of the Amalgamating Company which are movable in nature or incorporeal property, whether present or future, whether in possession or not, of whatever nature and wherever situated (including but not limited to all intangible assets, brands, trademarks of the Amalgamating Company, whether registered or unregistered trademarks along with all rights of commercial nature including attached goodwill, title, interest, labels and brand registrations, copyrights, trademarks and all such other industrial and intellectual property rights of whatsoever nature) or are otherwise capable of transfer by delivery or possession or by endorsement, shall stand transferred upon the Scheme coming into effect and shall, ipso facto

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and without any other order to this effect, become the assets and properties of the Amalgamated Company without requiring any deed or instrument of conveyance for transfer of the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be deemed to have been transferred accordingly to the Amalgamated Company.

• 4.3 With respect to the assets and properties of the Amalgamating Company other than those referred to in Clause 4.2 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds and any other securities, sundry debtors, claims from customers or otherwise, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, whether or not the same is held in the name of the Amalgamating Company, shall, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Amalgamated Company, with effect from the Appointed Date by operation of law as transmission or as the case may be in favour of Amalgamated Company. It is clarified that all contracts, client agreements, lending agreements, facility agreements, and know your customer details, agreements with Stock Exchanges, agreement with banks/ clearing member, vendor agreements and power of attorneys would get transferred to and vested in the Amalgamated Company, with effect from the Appointed Date by operation of law as transmission, as the case may be, in favour of Amalgamated Company and shall have been deemed to have been entered into by the Amalgamated Company. With regard to the licenses of the properties, the Amalgamated Company will enter into novation agreements, if it is so required.

• 4.4 In respect of such of the assets and properties of the Amalgamating Company which are immovable in nature, whether or not recorded in the books of the Amalgamating Company, including rights, interest and easements in relation thereto, the same shall stand transferred to and be vested in the Amalgamated Company with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by the Amalgamating Company and / or the Amalgamated Company. The Amalgamated Company shall be entitled to exercise all rights and privileges attached to such immovable properties and shall be liable to pay the ground rent and Taxes and fulfil all obligations in relation to or applicable to such immovable assets and properties.

• 4.5 For the avoidance of doubt and without prejudice to the generality of Clause 4.4 above and Clause 4.6 below, it is clarified that, with respect to the immovable properties of the Amalgamating Company in the nature of land and buildings, the Amalgamating Company and/ or the Amalgamated Company shall register the true copy of the orders of the Tribunal approving the Scheme with the offices of the relevant Sub-registrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents which may be necessary in this regard. It is clarified that any document executed pursuant to this Clause 4.5 or Clause 4.6 below will be for the limited purpose of meeting regulatory requirements and shall not be deemed to be a document under which the transfer of any asset of the Amalgamating Company takes place and all assets of the Amalgamating Company shall be transferred solely pursuant to and in terms of this Scheme and the order of the Tribunal sanctioning this Scheme. The mutation or substitution of the title to the immovable properties shall, upon the Scheme becoming effective, be made and duly recorded in the name of the Amalgamated Company by the Appropriate Authority pursuant to the Scheme coming into effect, in accordance with the terms hereof.

• 4.6 Notwithstanding anything contained in this Scheme, with respect to the immovable properties of the Amalgamating Company in the nature of land and buildings situated in states other than the State of Gujarat, whether owned or leased, for the purpose of, inter alia, payment of stamp duty and vesting in the Amalgamated Company, if the Amalgamated Company so decides, the Amalgamating Company and/ or the Amalgamated Company, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of the Amalgamated Company in respect of such immovable properties at the cost and expense of the Amalgamated Company. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under the Applicable Law), shall be deemed to be conveyed at a value of such specific

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immovable property determined by the relevant authorities in accordance with the applicable circle rates. The transfer of such immovable properties shall form an integral part of this Scheme.

• 4.7 Upon effectiveness of the Scheme, all debts (including NCDs, bonds, notes, commercial papers and such other debt instruments, whether secured or unsecured liabilities (including contingent liabilities), Taxes, duties, provisions and obligations (including any undertakings as promoter of its subsidiaries/ joint ventures/ associates and related obligations, sponsor support undertakings and related obligations, if any) of the Amalgamating Company shall, without any further act, instrument or deed be transferred to, and vested in, and/or deemed to have been transferred to, and vested in, the Amalgamated Company, so as to become on and from the Appointed Date, the debts, liabilities, duties and obligations (including sponsor support undertakings and related obligations) of the Amalgamated Company on the same terms and conditions as were applicable to the Amalgamating Company, and it shall not be necessary to obtain the consent of any Person who is a party to contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause 4.

• 4.8 Unless otherwise agreed to between the Amalgamating Company, the vesting of all the assets of the Amalgamating Company, as aforesaid, shall be subject to encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such encumbrances shall be confined only to the relevant assets of the Amalgamating Company or part thereof on or over which they are subsisting on and no such encumbrances shall extend over or apply to any other asset(s) of the Amalgamated Company. Any reference in any security documents or arrangements (to which the Amalgamating Company is a party) related to any assets of the Amalgamating Company shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of the Amalgamated Company. Similarly, the Amalgamated Company shall not be required to create any additional security over the assets vested under this Scheme for any loans, debentures, deposits or other financial assistance already availed of / to be availed of by it, and the encumbrances in respect of such indebtedness of the Amalgamated Company shall not extend or be deemed to extend or apply to the assets so vested.

• 4.9 All the security interest over any moveable and/or immoveable properties and security in any other form (both present and future) including but not limited to any pledges, or guarantees, if any, created/executed by any person in favour of the Amalgamating Company or any other person acting on behalf of or for the benefit of the Amalgamating Company for securing the obligations of the persons to whom the Amalgamating Company has advanced loans and granted other financial assistance, by way of letter of comfort or through other similar instruments shall without any further act, instrument or deed stand vested in and be deemed to be in favour of the Amalgamated Company and the benefit of such security shall be available to the Amalgamated Company as if such security was ab initio created in favour of the Amalgamated Company. The recordal of such benefits/ charges, created in favour of the Amalgamated Company, shall upon this Scheme becoming effective and with effect from the Appointed Date, be made and duly recorded in the name of the Amalgamated Company by the appropriate authorities and third parties (including any depository participants) pursuant to the sanction of this Scheme by the Tribunal and upon the Scheme becoming effective in accordance with the terms hereof.

• 4.10 If the Amalgamating Company is entitled to any unutilized credits (including accumulated losses, capital loss and unabsorbed depreciation, book loss and book depreciation, withholding tax, advance tax, deductions, exemptions, sales tax, excise duty, customs duty, service tax, value added tax, goods and service tax, other incentives), benefits under the state or central fiscal / investment incentive schemes and policies or concessions under any Tax Laws or Applicable Law, any subsidies, special status, benefits, privileges granted by Appropriate Authority or by any other Person, the Amalgamated Company shall be entitled, as an integral part of the Scheme, to claim such benefit or incentives or unutilised credits as the case may be without any specific approval or permission. Without prejudice to the generality of the foregoing, in respect of unutilized input credits of goods and service tax and value added tax of the Amalgamating Company, if any, the same shall be transferred to the Amalgamated Company in accordance with the Applicable Law.

• 4.11 All Permits, including the benefits attached thereto of the Amalgamating Company, shall be transferred to the Amalgamated Company from the Appointed Date, without any further act, instrument or deed and shall be appropriately mutated or endorsed by the Appropriate Authorities concerned therewith in favour of the Amalgamated Company as if the same were originally given by, issued to or executed in favour of the Amalgamated Company and the Amalgamated Company shall be bound by the terms, obligations and duties thereunder, and the

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rights and benefits under the same shall be available to the Amalgamated Company to carry on the operations of the Amalgamating Company without any hindrance, whatsoever.

• 4.12 All contracts, agreements (including joint venture agreements, memorandum of understandings, consortium agreements), undertakings of whatsoever nature, whether written or otherwise, deeds, bonds, arrangements, service agreements, or other instruments, all assurances in favour of the Amalgamating Company or powers or authorities granted to it, of whatever nature along with the contractual rights (including claim receivables and claim proceeds) and obligations to which the Amalgamating Company is a party or to the benefit of which the Amalgamating Company may be eligible and which are subsisting or having effect, immediately before the Effective Date, shall stand transferred to and vested in the Amalgamated Company pursuant to this Scheme becoming effective, without any further act, instrument, deed or thing. The absence of any formal amendment which may be required by a third party to effect such transfer and vesting shall not affect the operation of the foregoing sentence. Without prejudice to the foregoing, the Amalgamating Company may wherever necessary, enter into and/ or execute deeds, writings, confirmations or novations to all such contracts, if necessary, in order to give formal effect to the provisions of this Clause.

• 4.13 Without prejudice to the provisions as stated above, all trade and service names and marks, patents, copyrights, designs, goodwill, business and project credentials which includes the positive reputation that the Amalgamating Company was enjoying to retain its clients, statutory licenses, infrastructural advantages, overall increase in market share, customer base, skilled employees, business claims, business information, business contracts, trade style and name, marketing and distribution channels, marketing or other commercial rights, customer relationship, trade secrets, information on consumption pattern or habits of the consumers in the territory, technical know-how, client records, KYC (know your customer) records/ POAs (power of attorney), authorisations, client details and other intellectual property rights of any nature whatsoever, books, records, files, papers, software licenses (whether proprietary or otherwise), drawings, computer programs, manuals, data, catalogues, quotations, sales and advertising material, lists of present and former customers and suppliers, other customer information, customer credit information, supplier / customer pricing information and all other records and documents, whether in physical or electronic form relating to business activities and operations of the Amalgamating Company shall be transferred to the Amalgamated Company from the Appointed Date, without any further act, instrument or deed.

• 4.14 On and from the Effective Date and till such time that the name(s) of the bank accounts of the Amalgamating Company have been replaced with that of the Amalgamated Company, the Amalgamated Company shall be entitled to maintain and operate the bank accounts of the Amalgamating Company in the name of the Amalgamating Company for such time as may be determined to be necessary by the Amalgamated Company. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Amalgamating Company after the Effective Date shall be accepted by the bankers of the Amalgamated Company and credited to the account of the Amalgamated Company, if presented by the Amalgamated Company.

• 4.15 All letters of intent/ acceptance/ awards, memoranda, requests for proposal, qualifications, prequalifications (including pending applications), and other instruments of whatsoever nature to which the Amalgamating Company is a party to or to the benefit of which Amalgamating Company may be eligible (including but not limited to entire experience, credentials, past record and market share), shall remain in full force and effect against or in favour of Amalgamated Company without any further act, instrument, deed or thing and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company had been a party or beneficiary or oblige or applicant thereto.

• 4.16 With effect from Appointed Date and upon this Scheme coming into effect, all inter-company transactions including loans, contracts executed or entered into by or inter se between the Amalgamating Company and the Amalgamated Company, if any, shall stand cancelled and set-off against each other and neither the Amalgamating Company nor Amalgamated Company shall have any obligation or liability against the other party in relation thereto.

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5. EMPLOYEES

• 5.1 With effect from the Effective Date, all employees of the Amalgamating Company shall become employees of the Amalgamated Company on terms and conditions no less favourable than those on which they are engaged by the Amalgamating Company without interruption in service.

• 5.2 The accumulated balances, if any, standing to the credit of and in favour of the aforesaid employees in the existing provident fund, gratuity fund, superannuation fund, national pension scheme and any other fund of which they are members, as the case may be, will be transferred to the funds nominated by the Amalgamated Company. Pending the transfer as aforesaid, the dues of the said employees would continue to be deposited in the existing provident fund, gratuity fund, superannuation fund, national pension scheme account and other fund respectively of the Amalgamating Company and such funds shall be held for the benefit of the employees transferred under the Scheme.

• 5.3 For the services rendered by the directors of the Amalgamating Company from the beginning of the financial year in which the Scheme becomes effective up to the Effective Date, the Amalgamating Company shall be entitled to provide for and/ or make payment of, the proportionate amount of remuneration and/ or commission to its director(s), in accordance with the terms of their appointment and applicable provisions of the Act.

• 5.4 Employee stock option plan:

• 5.4.1 The Amalgamated Company shall grant Amalgamated Company Options and/ or its Performance Stock Units (“ PSUs ”), in lieu of the Amalgamating Company Options granted by the Amalgamating Company to its employees under its Amalgamating Company ESOP Plan based on the ratio as approved by the respective Nomination & Remuneration Committees of the Amalgamated Company and Amalgamating Company and other approvals as may be required. The Amalgamated Company Options and/ or PSUs granted by the Amalgamated Company shall be granted on such terms and conditions, which are no less favourable than those provided under the Amalgamating Company ESOP Plan, subject to provisions of Applicable Law;

• 5.4.2 It is hereby clarified that in relation to the Amalgamated Company Options and/ or PSUs granted to the Eligible Employees of the Amalgamating Company pursuant to the Amalgamated Company ESOP Plan, the period during which the Amalgamating Company Options were held by or deemed to have been held by the such employees shall be taken into account for determining the minimum vesting period required under Applicable Law or agreement or deed for stock options and/ or PSUs granted by the Amalgamated Company, as the case may be;

• 5.4.3 Upon the Scheme becoming effective, the exercise price payable, for exercise of the Amalgamated Company Options/ PSUs issued to the Eligible Employees and number of equity shares of the Amalgamated Company resulting therefrom, shall be subject to adjustments, if any, after taking into consideration the effect of the Scheme;

• 5.4.4 Upon the Scheme becoming effective, the allocation of equity shares of the Amalgamated Company to be issued towards the Aditya Birla Capital Limited Employee Stock Option and Performance Stock Unit Scheme 2022 shall be increased from the existing limit of 1.7% to 5% of the fully diluted paid up capital of the Amalgamated Company, in compliance with Applicable Law;

• 5.4.5 The grant of Amalgamated Company Options/ PSUs to the Eligible Employees pursuant to this Scheme shall be effected as an integral part of the Scheme and the approval of the shareholders of the Amalgamating Company and Amalgamated Company to this Scheme shall be deemed to be their consent in relation to all matters pertaining to Clause 5.4 hereto; and

• 5.4.6 The Boards of the Amalgamating Company and the Amalgamated Company or any of the committee(s) thereof, including the nomination and remuneration committee, if any, shall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the provisions of this Clause of the Scheme, including making necessary modifications or amendments to the Amalgamating Company ESOP Plan and/ or the Amalgamated Company ESOP Plan(s).

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6. LEGAL PROCEEDINGS

• 6.1 If any suit, cause of actions, appeal or other legal, quasi-judicial, arbitral or other administrative proceedings of whatever nature, including proceedings relating to the securitization transactions and Tax Laws, by or against the Amalgamating Company are pending on the Effective Date, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the amalgamation or of anything contained in this Scheme, but it may be continued, prosecuted and enforced by or against the Amalgamated Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Amalgamating Company as if this Scheme had not been made. On and from the Effective Date, the Amalgamated Company may initiate any legal proceeding(s) for and on behalf of the Amalgamating Company.

• 6.2 All regulatory or other proceedings of like nature or cause of actions against the Amalgamating Company pending and/or arising, before, on, or after, the appointed date shall not abate or be discontinued or be in any way prejudicially affected by reason of anything contained in the scheme of amalgamation but shall be initiated, continued and enforced by or against the Amalgamated Company in the manner and to the same extent as would or might have been initiated, continued and enforced against the Amalgamating Company without any further act, instrument, deed, matter or thing being made, done or executed. The Amalgamated Company will have all such regulatory or other proceedings initiated by or against the Amalgamating Company referred to in this clause, transferred in its name and to have the same continued, prosecuted and enforced by or against the Amalgamated Company, to the exclusion of the Amalgamating Company.

• 6.3 From the Appointed Date and until the Effective Date, the Amalgamating Company shall defend all legal proceedings, other than in the ordinary course of business, with the advice and instructions of the Amalgamated Company.

7.

CONSIDERATION

• 7.1 Since the Amalgamating Company is wholly owned subsidiary of the Amalgamated Company, upon amalgamation of the Amalgamating Company with the Amalgamated Company, no consideration shall be issued by the Amalgamated Company. Accordingly, upon effectiveness of the Scheme, there will be no change in the equity shareholding pattern of the Amalgamated Company.

• 7.2 Upon the Scheme becoming effective, the entire share capital of the Amalgamating Company held by the Amalgamated Company along with its nominees, shall stand cancelled without any further application, act, or deed.

8. IMPACT OF THE SCHEME ON NON-CONVERTIBLE DEBENTURE HOLDERS OF THE PARTIES

• 8.1 Pursuant to this Scheme, there will be no change in terms and conditions of the NCDs of the Amalgamating Company. Details of NCDs of the Amalgamating Company listed on respective Stock Exchanges, are set-out in Schedule 1 hereto. The NCDs of the Amalgamating Company as set out in Schedule 1 hereto, shall become NCDs of the Amalgamated Company pursuant to this Scheme. It is clarified that NCDs of the Amalgamating Company, as on the Record Date, shall stand vested in or be deemed to have been vested in and shall be exercised by or against the Amalgamated Company on the same terms and conditions as if it was the issuer of such NCDs pursuant to this Scheme.

• 8.2 Safeguards for the protection of holders of NCDs: Pursuant to the Scheme, the NCDs of the Amalgamating Company shall be vested with the Amalgamated Company on same terms, including the coupon rate, tenure, ISIN, redemption price, quantum, and nature of security. A certificate from statutory auditor of the Amalgamated Company certifying the payment/ repayment capability of the Amalgamated Company against the outstanding NCDs of the Amalgamating Company is referred in Schedule 1 hereto. Therefore, the Scheme will not have any adverse impact on the holders of the NCDs of the Amalgamating Company and thus adequately safeguarding the interest of the holders of the NCDs of the Amalgamating Company.

• 8.3 No exit offer to NCDs holders of the Amalgamating Company: Since the Scheme is between the wholly owned subsidiary and the holding company and envisages that the NCDs holders of the Amalgamating Company will become holders of NCDs of the Amalgamated Company, no exit offer is required.

• 8.4 Pursuant to Clause 8.2 above, the holders of NCDs of the Amalgamating Company whose names Page 10 of 36

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are recorded in the relevant registers of the Amalgamating Company on the Record Date, or their legal heirs, executors or administrators or (in case of a corporate entity) its successors, shall continue to hold the same number of NCDs in the Amalgamated Company as held by such NCD holder respectively in the Amalgamating Company and on the same terms and conditions.

• 8.5 In view of provisions of this Clause 8 above, the Scheme will not have any adverse impact on the holders of the NCDs.

The Board of the Amalgamated Company shall be authorized to take such steps and do all acts, deeds and things in relation to the foregoing.

9. ACCOUNTING TREATMENT

• 9.1 In the books of the Amalgamated Company:

On the Scheme taking effect, the Amalgamated Company shall account for amalgamation in its books of account with effect from the Appointed Date as under:

• 9.1.1 Notwithstanding anything contrary contained in any other clause in the Scheme, the Amalgamated Company shall account for the amalgamation in its books of accounts in accordance with the ‘pooling of interest method’ laid down in Appendix C of Indian Accounting Standards (Ind AS) 103 ‘Business Combinations notified under Section 133 of the Act read with the rules issued thereunder and other generally accepted accounting principles in India. Accordingly, the financial information in the financial statements of the Amalgamated Company in respect of prior period will be restated as if the business combination had occurred from the beginning of the preceding period presented in the financial statements, irrespective of the actual date of the combination and such restatement shall not be considered or treated to be a revision of financial statements in terms of the provisions of Section 131 of the Act;

• 9.1.2 The Amalgamated Company, upon this Scheme becoming effective, shall record the assets and liabilities including reserves and Goodwill of the Amalgamating Company at their carrying amounts as appearing in the consolidated books of accounts of the Amalgamated Company in accordance with Appendix C to Ind AS 103 “Business Combinations” and relevant clarifications issued by Ind AS Transition Facilitation Group (“ITFG”);

• 9.1.3 Reserves shall appear in the financial statements of the Amalgamated Company in the same form in which they appeared in the Consolidated Financial statements of the Amalgamated Company;

• 9.1.4 The inter-company balances, if any, between the Amalgamating Company and the Amalgamated Company shall stand cancelled upon this Scheme becoming effective and the same shall be eliminated by giving appropriate elimination effect in the books of account and records of the Amalgamated Company;

• 9.1.5 The financial statements of the Amalgamated Company will reflect the financial position on the basis of consistent accounting policies. In case of any difference in any of the accounting policies between the Amalgamating Company and the Amalgamated Company, the accounting policies followed by the Amalgamated Company will prevail and impact of the same as on the Appointed Date will be quantified and adjusted in the reserves to ensure that the financial statements of the Amalgamated Company reflect the financial position on the basis of consistent accounting policy; and

• 9.1.6 Difference between investment in the Amalgamating Company and the net assets and reserves of the Amalgamating company (as per Clause 9.1.2 above) shall be transferred / adjusted to Capital Reserve Account. The Order of the NCLT sanctioning the scheme shall be deemed to be an Order under Section 230 of the Act confirming such utilisation/reduction of the Capital Reserve Account.

• 9.2 As the Amalgamating Company shall stand dissolved without being wound up, upon the Scheme becoming effective, hence no accounting treatment is being prescribed under this Scheme in the books of the Amalgamating Company.

10. TAXES / DUTIES / CESS

10.1 This Scheme has been drawn up to comply with the conditions as specified under Section 2(1B) and

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other relevant sections of the Income Tax Act. If any of the terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said sections and other relevant provisions at a later date including resulting from a retrospective amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of the said section and other relevant provisions of the Income Tax Act shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) and other relevant sections of the Income Tax Act. Such modification will, however, not affect the other parts of the Scheme.

• 10.2 With effect from the Appointed Date and upon the effectiveness of the Scheme, by operation of law pursuant to the order of the Tribunal:

• 10.2.1 Taxes, whether direct or indirect, of whatsoever nature including advance tax, selfassessment tax, regular assessment taxes, tax deducted at source, tax collected at source, dividend distribution tax, equalisation levy, tax credits, if any, paid by the Amalgamating Company shall be treated as paid by the Amalgamated Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be applicable, notwithstanding that challans or records may be in the name of the Amalgamating Company. Further, any tax deducted at source by the Amalgamating Company / the Amalgamated Company on payables to the Amalgamated Company / the Amalgamating Company, respectively, which income shall not be accrued in the books pursuant to the Scheme, shall also be deemed to be advance taxes paid by the Amalgamated Company and shall, in all proceedings, be dealt with accordingly; and

• 10.2.2 The Amalgamating Company / the Amalgamated Company is expressly permitted to revise and file their income tax returns and other statutory returns, along with the necessary prescribed forms, filings and annexures even beyond the due date, if required, including tax deducted / collected at source returns, service tax returns, excise tax returns, sales tax / value added tax / goods and service tax returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds, advance tax credits, credit of tax deducted at source, credit of foreign Taxes paid / withheld, etc. if any, as may be required for the purposes of / consequent to implementation of the Scheme. All compliances undertaken by the Amalgamating Company from the Appointed Date till the Effective Date will be considered as compliances undertaken by the Amalgamated Company. The Amalgamated Company shall be entitled to credit of the tax paid including, but not limited to, credit of the advance tax, self-assessment tax, tax deducted at source, tax collected at source and credit under GST law, in relation to the Amalgamating Company, for the period between the Appointed Date and the Effective Date.

• 10.3 It is hereby clarified that in case of any refunds, benefits, incentives, grants, subsidies, rebate, etc., The Amalgamated Company, if so required, shall issue notice in the name of the Amalgamating Company, in such form as it may deem fit and proper stating that pursuant to the Tribunal having sanctioned this Scheme under Sections 230 to 232 of the Act, the relevant refund, benefit, incentive, grant, subsidies, rebate, etc. granted by any Appropriate Authority, local authority or by any other person under the Tax Laws due to the Amalgamating Company shall stand vested in the Amalgamated Company and the above benefits be paid or made good or held on account of the Amalgamated Company, as the person entitled thereto, to the end and intent that the right of the Amalgamating Company to recover or realise or claim such benefit or incentives or unutilised credits, stands transferred to the Amalgamated Company. All taxes / credits including income-tax, sales tax, excise duty, custom duty, service tax, value added tax, goods and service tax or any other direct or indirect taxes as may be applicable, etc. paid or payable by the Amalgamating Company before the Appointed Date, shall be on account of the Amalgamating Company. All the expenses incurred by the Amalgamating Company and the Amalgamated Company in relation to the amalgamation of the Amalgamating Company with the Amalgamated Company in accordance with this Scheme, including stamp duty expenses, if any, shall be allowed as deduction to the Amalgamated Company in accordance with Section 35DD of the Income Tax Act, 1961 over a period of five (5) years beginning with the financial year in which this Scheme becomes effective.

• 10.4 Obligation for deduction of tax at source on any payment made by or to be made by the Amalgamating Company, under Tax Laws or other Applicable Laws / regulations dealing with Taxes / duties / levies duly complied by the Amalgamating Company shall be made or deemed to have been made and duly complied with by the Amalgamated Company.

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11. ALTERATION OF THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE

AMALGAMATED COMPANY

• 11.1 With effect from the Effective Date, the memorandum of association and articles of association of the Amalgamated Company shall be deemed to be altered and amended, without any further act or deed to inter alia include the objects as required for carrying on the business activities of the Amalgamating Company and articles as required for vesting of NCDs of the Amalgamating Company with the Amalgamated Company, pursuant to the Scheme and applicable provisions of the Act.

• 11.2 The memorandum of association of the Amalgamated Company shall be altered and amended and following clauses shall be added and inserted in the existing Clause III (A) of the memorandum of association of the Amalgamated Company:

• 11.2.1 To finance industrial enterprises and to lend and advance money to such persons, firms or Companies and upon such terms and subject to such conditions as may seem expedient.

• 11.2.2 To carry on the business of an Investment Company and for that purpose to invest in, acquire, underwrite, subscribe for hold shares bonds stocks securities, debenture stocks issued or guaranteed by any Company constituted and carrying on business in India or elsewhere and Government state dominions, sovereign, Central or Provincial commissioners, Port Trust, Public Body or authority, supreme, municipal, local or otherwise whether in India or elsewhere and to invest in land and buildings and other property of any tenure.

• 11.2.3 To promote industrial finance by way of advances, deposits or lend money, securities, and properties to or with any company, body corporate, firm, person or association whether falling under the same management or otherwise, with or without security and on such terms as may be determined from time to time; and to carry on and undertake the business of finance, investment and trading hire-purchase, leasing and to finance lease of all kinds, purchasing, selling, hiring, or letting on hire all kinds of plant and machinery and equipment that the Company may think fit and to assist in financing of all and every kind of description of hire purchase or deferred payment or similar transactions and to subsidise, finance or assist in susidising or financing the sale and maintenance of any goods, articles, or machinery, equipment, ships, aircraft, automobiles, computer and all consumer, commercial and industrial items and to lease or otherwise deal with any of them in any manner whatsoever including resale thereof regardless of whether the property purchased and leased be new and / or used.

• 11.2.4 To act as financial Consultants, Management Consultants, Lead Managers, Issue Advisors, Registrars and Transfer Agents, Brokers, Underwriters, Promoters, Dealers, Agents and to carry on the business of Share Broking and General Brokers and Service Providers for shares, debentures, debenture-stocks, bonds, units, obligations, securities, commodities and commodity derivatives, bullion currencies, trading, hedging and to provide a complete range of personal financial services like investment planning, estate planning, tax planning, consultancy / counselling service in various fields, general administrative, commercial, financial, legal, economic, labour, industrial, public relations, scientific, technical, direct or indirect taxation and other levies, statistical, accountancy, quality control, data processing, management information systems.

• 11.2.5 To provide and to deal in all kinds of financial documents like commercial paper, bills of exchange, hundis, I.O.U’s, promissory notes, and other negotiable Instruments and securities including Bill discounting, etc.

• 11.2.6 To carry on the business of issuance and operation of various card products such as credit cards, prepaid cards, smart cards, charge cards, stores value cards, any other payment products such as travellers cheques – domestic / international, gift vouchers etc., of any form and kind and by whatever name called for use in India or any other country outside India and development of such business in India either on its own or in collaboration / partnership / association with other organizations – India or international, in compliance with the applicable regulations and subject to requisite regulatory approvals as may be required from time to time and to provide all services incidental thereto including but not limited to servicing thereby collecting, billing, insuring, guaranteeing, underwriting, entering into agreement (either individually or as a member) with merchant establishments (incorporate or not), managing and carrying out all actions as necessary or appropriate in connection therewith including payment products, loyalty and/or similar programs, swipe/point of sale machines, other terminals / peripherals or accessories including pin cards, authorization systems and software for the same.

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• 11.2.7 To carry on the business of selling, distribution, marketing as a Corporate Insurance agent and brokers, of all kinds of insurance products of various companies in various fields of insurance such as life, pension & employee benefits, health, fire, marine, cargo, marine hull, aviation, oil & energy, engineering accident, liability, motor vehicle, transit & other products of non-life insurance business and to carry on the business of insurance, reinsurance and risk management either directly or as an insurance agent, insurance broker or otherwise and provide advisory and consultancy services relating to insurance business.

• 11.3 Accordingly, consequential (numbering) changes, if required, shall be made to the clause numbers forming part of Clause III(B) of the memorandum of association of the Amalgamated Company, without any act, instrument or deed, in terms per Clause 11.2 above, pursuant to Sections 13, 14 and other applicable provisions of the Act.

• 11.4 The articles of association of the Amalgamated Company shall be altered and amended and following clauses shall be added and inserted in the articles of association of the Amalgamated Company:

• 11.4.1 The Debenture Trustee shall have the power to nominate a person as Director on the Board of the Company in terms of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, at the earliest and not later than one month from date of receipt of nomination from the debenture trustee or such other date as may be notified by SEBI from time to time. A Director appointed under this Article is herein referred to as a "Debenture Director" and the term "Debenture Director" means a Director for the time being in office under this Article. A Debenture Director shall not be bound to hold any qualification shares and shall not be liable to retire by rotation or be removed by the Company.

• 11.4.2 Subject to the provisions of these articles and further subject to the receipt of the approvals as may be prescribed in this regard, including any resolution of the members of the Company as may be required, any debentures, debentures-stock or other Securities issued or to be issued/ re-issued/consolidated/ early redemption/ carry out such other action by the Company shall be under the control of the Board who may issue/ reissue/ consolidate/carry out such other action upon such terms and conditions (including the granting of a power/right to the Company to undertake early redemptions of debentures prior to the maturity of the same as well as the granting of a power/right to the Company to re-issue any debentures that had been redeemed by the Company) and in such manner and for such consideration as the Board may deem fit for the benefit of the Company.

• 11.5 Accordingly, consequential (numbering) changes, if required, shall be made to the article numbers of the articles of association of the Amalgamated Company, without any act, instrument or deed, in terms per Clause 11.4 above, pursuant to Sections 13, 14 and other applicable provisions of the Act.

• 11.6 Filing of the certified copy of this Scheme as sanctioned by the Tribunal, in terms of Sections 230 to 232 of the Act and any other applicable provisions of the Act, together with the order of the Tribunal and a printed copy of the amended memorandum of association and articles of association shall be sufficient for the purposes of the applicable provisions of the Act and the RoC shall register the same and make the necessary alterations in the memorandum of association and articles of association of the Amalgamated Company accordingly and shall certify the registration thereof in accordance with the applicable provisions of the Act.

• 11.7 The Amalgamated Company shall file with the RoC, all requisite forms and complete the compliance and procedural requirements under the Act, if any.

12. VALIDITY OF EXISTING RESOLUTIONS, ETC.

• 12.1 Upon this Scheme coming into effect, the resolutions / power of attorneys / letter of authority(ies) executed by the Amalgamating Company and that are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions, power of attorney and letter of authority(ies) passed / executed by the Amalgamated Company and if any such resolutions have any monetary limits approved under the provisions of the Act or any other applicable statutory provisions, then such limits shall be added to the limits, if any, under like resolutions passed by the Amalgamated Company and shall constitute the new aggregate limits

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for each of the subject matters covered under such resolutions for the purpose of the Amalgamated Company.

• 12.2 Without prejudice to the generality of Clause 12.1 above, upon the Scheme coming into effect, the borrowing limit of the Amalgamated Company under Section 180(1)(c) of the Act shall be increased to Indian Rupees One Lakh Thirty Five Thousand Crore only.

• 12.3 Without prejudice to the generality of Clause 12.1 above, upon the Scheme coming into effect, the limit under Section 180(1)(a) of the Act shall be increased in relation to creation or modification of security, mortgage, charges and hypothecation as may be necessary on the assets of the Amalgamated Company, in favour of the lenders and trustees of the holders of debentures/ bonds and/ or other instruments for the borrowings such that the outstanding amount of debt at any point of time does not exceed the limits mentioned in Clause 12.2 above.

13. DISSOLUTION OF THE AMALGAMATING COMPANY

On the Scheme becoming effective, the Amalgamating Company shall stand dissolved without being wound up and the Board and any committees thereof shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Amalgamating Company shall be deemed to be struck off from the records of the RoC.

14. REORGANISATION AND COMBINATION OF AUTHORISED SHARE CAPITAL OF THE AMALGAMATED COMPANY

• 14.1 Immediately prior to the effectiveness of the Scheme, the aggregate amount of authorised preference share capital represented by 8% compulsory convertible cumulative preference shares of INR 10 each of the Amalgamating Company as on the Effective Date shall be reclassified into the authorised equity share capital of the Amalgamating Company.

• 14.2 Upon the effectiveness of this Scheme, the aggregate amount of authorised share capital of the Amalgamating Company as on the Effective Date will be reclassified, altered and combined with the authorised share capital of the Amalgamated Company as on the Effective Date and accordingly the authorised share capital of the Amalgamated Company shall stand reclassified, altered and increased without any further act, instrument or deed on the part of Amalgamated Company including payment of stamp duty and fees to RoC.

• 14.3 For this purpose, the filing fees and stamp duty already paid by the Amalgamating Company on its authorized share capital shall be utilized and applied to the increased share capital of the Amalgamated Company, and shall be deemed to have been so paid by the Amalgamated Company on such combined authorised share capital and accordingly, the Amalgamated Company shall not be required to pay any fees/ stamp duty on the authorised share capital so increased.

• 14.4 The existing capital clause contained in the Memorandum of Association of the Amalgamated Company shall without any act, instrument or deed be and stand altered, modified, reclassified and amended pursuant to Sections 13, 61 and 64 of the Act and Section 232 and other applicable provisions of the Act, as set out below:

“ The Authorised Share Capital of the Company is Rs 6280,00,00,000 (Rupees Six Thousand Two Hundred and Eighty Crore) divided into 528,00,00,000 (Five Hundred and Twenty Eighty Crore) equity shares of Rs 10 (Rupees Ten) each, 100,00,00,000 (One Hundred Crore) preference shares of Rs 10 (Rupees Ten) each with power to increase and reduce the capital of the Company or to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential, deferred, qualified or special rights, privileges or condition as may be determined by or in accordance with the Articles of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be for the time being provided by the Articles of the Company and the legislative provisions for the time being in force ”

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PART - III ANCILLARY PROVISIONS AND GENERAL TERMS & CONDITIONS

15. PROPERTY IN TRUST

Notwithstanding anything contained in this Scheme, on or after Effective Date, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Amalgamating Company are transferred, vested, recorded, effected and/ or perfected, in the records of any Appropriate Authority, regulatory bodies, any third party, or otherwise, in favour of the Amalgamated Company, the Amalgamated Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Appropriate Authorities and till such time as may be mutually agreed by the Amalgamated Company, the Amalgamating Company will continue to hold the property and/ or the asset, license, permits, permission, approval, contract or agreement and rights and benefits arising therefrom, as the case may be, in trust for and on behalf of, the Amalgamated Company.

16. FACILITATION PROVISION

• 16.1 Notwithstanding anything contained in this Scheme, on and after the Effective Date, until any property, asset, license, Permit, contract, agreement and rights and benefits arising therefrom pertaining to the Amalgamating Company are recorded, effected and / or perfected, in the records of any Appropriate Authority or otherwise, in favour of the Amalgamated Company, the Amalgamated Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, Permit, contract or agreement as if they were the owner of such property or asset or as if they were the original party to the license, Permit, contract or agreement.

• 16.2 The Amalgamated Company may, from time to time, in accordance with the Act, rules, regulations framed by the SEBI and Applicable Law, issue securities to any Person (including by way of a rights issue, preferential allotment, private placement, qualified institutional placement, bonus issue or any other permissible manner), during the pendency of the Scheme. The Amalgamated Company has outstanding employee stock options under its existing stock option plans, the exercise of which may result in an increase in the issued and paid-up share capital of the Amalgamated Company.

• 16.3 Immediately upon the Scheme being effective, the Parties shall enter into agreements as may be necessary, inter alia , in relation to use by the Parties of office space, infrastructure facilities, information technology services, security personnel, legal, administrative and other services, etc. on such terms and conditions that may be mutually agreed between them.

• 16.4 Upon the Scheme being effective, all contracts, agreements (including joint venture agreements, memorandum of understandings, consortium agreements), undertakings of whatsoever nature, whether written or otherwise, deeds, bonds, arrangements, service agreements, or other instruments, executed between the Amalgamating Company and the subsidiaries of the Amalgamated Company, shall stand transferred to and vested in the Amalgamating Company, pursuant to this Scheme, and approval as required under Section 188 of the Act and Regulation 23 of the SEBI LODR Regulations shall be deemed to be obtained by the Amalgamated Company.

• 16.5 The Board of Amalgamated Company shall always be deemed to have been authorized to do all the acts, deeds and things as may be required for and on behalf the Board of the Amalgamating Company to give effect and implement the provisions of this Scheme, including executing any pleadings, applications, instruments, forms, policies, schemes, filing of necessary particulars relating to mutation and/or substitution of the ownership or the title to or interest in the immovable properties of the Amalgamating Company and/ or modifications of charge, fulfilling statutory obligations, approving, etc.

17. SAVING OF CONCLUDED TRANSACTIONS

Nothing in this Scheme shall affect any transaction or proceedings already concluded or liabilities incurred by the Amalgamating Company until the Effective Date, to the end and intent that the Amalgamated Company shall accept and adopt all acts, deeds and things done and executed by

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the Amalgamating Company in respect thereto, as done and executed on behalf of the Amalgamated Company.

18. BUSINESS UNTIL EFFECTIVE DATE

• 18.1 With effect from the date of approval of the Scheme by the respective Boards of the Parties and up to and including the Effective Date:

• 18.1.1 the Amalgamating Company shall carry on its business with reasonable diligence and business prudence and in the same manner as it has been hitherto conducting; and

• 18.1.2 the Amalgamated Company shall be entitled, pending the sanction of the Scheme, to apply to the Appropriate Authorities concerned as necessary under Applicable Law for such consents, approvals and sanctions which the Amalgamated Company may require to carry on the business of the Amalgamating Company, as the case may be, and to give effect to the Scheme.

• 18.2 The Amalgamating Company with effect from the Appointed Date and up to and including the Effective Date:

• 18.2.1 shall be deemed to have been carrying on and shall carry on their businesses and activities and shall hold and stand possessed of their assets for and on account of, and in trust for the Amalgamated Company;

• 18.2.2 all profits or income arising or accruing to the Amalgamating Company and all Taxes paid / credits thereon (including but not limited to advance tax, tax deducted at source, dividend distribution tax, securities transaction tax, Taxes withheld / paid in a foreign country, income-tax, sales tax, excise duty, custom duty, service tax, value added tax, goods and services tax, etc.) by the Amalgamating Company in respect of the profits or activities or operation of the business or losses arising or incurred by the Amalgamating Company shall, be treated as and deemed to be the profits or income, taxes or losses or corresponding items as mentioned above of the Amalgamated Company and shall, in all proceedings, be dealt with accordingly; and

• 18.2.3 all loans raised and all liabilities and obligations undertaken by the Amalgamating Company after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the Amalgamated Company in which it shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also, without any further act, instrument or deed be and be deemed to become the debts, liabilities, duties and obligations of the Amalgamated Company.

19.

CONDITIONS PRECEDENT

• 19.1 The effectiveness of the Scheme is conditional upon and subject to:

• 19.1.1 receipt of no-objection/ observation letter from the Stock Exchanges, by the Amalgamating Company, in relation to this Scheme under Regulation 59A of the SEBI LODR Regulations read with SEBI NCD Circular;

• 19.1.2 sanction of the Scheme by the Tribunal under Sections 230 to 232 of the Act;

• 19.1.3 the certified or authenticated copies of the order of the Tribunal sanctioning the Scheme being filed with the jurisdictional RoC; and

• 19.1.4 receipt of relevant approvals for this Scheme as may be required from RBI and other concerned regulatory and governmental authorities, if any.

• 19.2 It is clarified that the approval consent/ approval of the shareholders of the Amalgamating Company and the Amalgamated Company to the Scheme, as may be applicable, shall be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to matters specified in this Scheme, including Clauses 5.3, 5.4, 11, 12, 14 of this Scheme and no further resolutions under Section 13, 14, 61, 180(1)(a), 180(1)(c) or any other applicable provisions of the Act, would be required to be separately passed.

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20. APPLICATIONS / PETITIONS TO THE TRIBUNAL

The Parties shall make and file all applications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the Tribunal, for sanction of this Scheme under the provisions of the Act.

21. MODIFICATION OR AMENDMENTS TO THIS SCHEME

• 21.1 The Board of the Parties acting jointly may make any modifications or amendments to this Scheme at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or appropriate.

• 21.2 The Boards of the relevant Parties may assent/ consent to any conditions or limitations that the Tribunal or any other Appropriate Authority may impose or otherwise directs or requires any modification or amendment of the Scheme, and such modification or amendment shall not, to the extent it adversely affects the interests of any of the Parties, be binding on each of the Parties, as the case may be, except where the prior written consent of the affected Party as the case may be, has been obtained for such modification or amendment.

• 21.3 For the purposes of giving effect to this Scheme or to any modification hereof, the Boards of the relevant Parties, acting jointly or individually, as may be relevant, give such directions including directions for settling any question or difficulty that may arise and such directions shall be binding on the Parties as if the same were specifically incorporated in this Scheme.

22. WITHDRAWAL OF THIS SCHEME, NON-RECEIPT OF APPROVALS AND SEVERABILITY

• 22.1 Parties, acting jointly, shall be at liberty to withdraw the Scheme, any time before the Scheme is effective including due to any condition or alteration imposed by the Tribunal or Appropriate Authority or otherwise is unacceptable to them.

• 22.2 In the event of withdrawal of the Scheme under Clause 22.1 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person.

• 22.3 In the event of any of the requisite sanctions and approvals not being obtained on or before such date as may be agreed to by the relevant Parties, this Scheme or relevant part(s) of this Scheme shall become null and void and each Party shall bear and pay their respective costs, charges and expenses for and/ or in connection with this Scheme. Further, it is the intention of the Parties that each part shall be severable from the remainder of this Scheme and other parts of the Scheme shall not be affected, if any part of this Scheme becomes null and void, or is found to be unworkable for any reason whatsoever.

23. COSTS AND EXPENSES

All costs, charges and expenses (including, but not limited to, any taxes and duties, stamp duty, registration charges, etc.) of in relation to or in connection with the Scheme and incidental to the completion of transactions contemplated under this Scheme shall be borne and paid by the Amalgamated Company.

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SCHEDULE 1

Details of listed Non-Convertible Debentures ("NCDs") of the Amalgamating Company as on 29 February 2024

A. Details of Secured NCDs as on 29 February 2024

								Redemption
								Amount for
							Principal									Rating Scale at
	Issue size	Allotment			Allotment	Redemption		Zero Coupon	Coupon	Coupon Rate/		Face value	Rating Agency	Rating Scale at	Rating Agency
Series			ISIN No.	Description of the instrument			Redemption									time of
	(INR)	Quantity			Date	Date		(Incld.	Frequency	XIRR Rate (p.a.)	YIELD (p.a.)	(INR)	(1)	time of issuance	(2)
							Amount (INR)									issuance
								Premium)
								(INR)
Q1	15,00,00,000	150	INE860H07BX1	8.77% SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES ABFL NCD Q1 FY 2015-16. DATE OF MATURITY 17/10/2025	19-Oct-15	17-Oct-25	15,00,00,000	N.A.	Annual	8.7700% p.a	8.7700%	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
S1	5,00,00,00,00 0	5000	INE860H07BZ6	8.71% SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES ABFL NCD S1 FY 2015-16. DATE OF MATURITY 31/10/2025	3-Nov-15	50% on November 01, 2024 & 50% on October 31, 2025	5,00,00,00,000	N.A.	Quarterly	8.7100% p.a	8.9900%	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
W3	10,00,00,000	100	INE860H07CL4	8.85% SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES ABFL NCD W3 FY 2015-16. DATE OF MATURITY 23/02/2026	23-Feb-16	23-Feb-26	10,00,00,000	N.A.	Annual	8.8500% p.a	8.8500%	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
X1	10,00,00,000	100	INE860H07CM2	8.90% SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES ABFL NCD X1 FY 2015-16. DATE OF MATURITY 06/03/2026	9-Mar-16	6-Mar-26	10,00,00,000	N.A.	Annual	8.9000% p.a.	8.9000%	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
Z3	5,00,00,000	50	INE860H07CS9	8.90% SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES ABFL NCD Z3 FY 2015-16. DATE OF MATURITY 20/03/2026	21-Mar-16	20-Mar-26	5,00,00,000	N.A.	Annual	8.9000% p.a.	8.9000%	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
C1	5,00,00,000	50	INE860H07FD4	8% XIRR SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES ABFL NCD C1 FY 2017-18. DATE OF MATURITY 11/06/2027	13-Jun-17	11-Jun-27	5,00,00,000	10,79,46,250	On Maturity	Zero Coupon	8% p.a. on XIRR basis	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
C4	51,00,00,000	510	INE860H07FT0	8.90% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES ABFL NCD	26-Jun-18	26-Jun-25	51,00,00,000	N.A.	Annual	8.9000 % p.a	8.9000%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable

56

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				C4 FY 2018-19. DATE OF MATURITY 26/06/2025
I2	15,00,00,000	150	INE860H07GM3	9.15% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD I 2 FY 2018-19. MATURITY DATE - 21/12/2028	21-Dec-18	21-Dec-28	15,00,00,000	N.A.	Annual	9.1500% p.a	9.1500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
I2	69,00,00,000	690	INE860H07GM3	9.15% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD I 2 FY 2018-19. MATURITY DATE - 21/12/2028	27-Dec-18	21-Dec-28	69,00,00,000	N.A.	Annual	9.1500% p.a	9.1000%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
I2	38,50,00,000	385	INE860H07GM3	9.15% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD I 2 FY 2018-19. MATURITY DATE - 21/12/2028	12-Feb-19	21-Dec-28	38,50,00,000	N.A.	Annual	9.1500% p.a	9.0500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
I2	1,50,00,00,00 0	1500	INE860H07GM3	9.15% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD I 2 FY 2018-19. MATURITY DATE - 21/12/2028	29-Mar-19	21-Dec-28	1,50,00,00,000	N.A.	Annual	9.1500% p.a	8.6500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
B2	15,00,00,00,0 00	15000	INE860H07GS0	9% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD B2 FY 2019-20. MATURITY DATE – 18/05/2029	20-May-19	50% - May 19, 2028 50% - May 18, 2029	15,00,00,00,000	N.A.	Annual	9.0000% p.a	9.0000%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C1	1,73,00,00,00 0	1730	INE860H07GT8	8.65% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD C1 FY 2019-2020. DATE OF MATURITY 12/06/2024	12-Jun-19	12-Jun-24	1,73,00,00,000	N.A.	Annual	8.6500% p.a	8.6500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C1	1,98,00,00,00 0	1980	INE860H07GT8	8.65% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD C1 FY 2019-2020. DATE OF MATURITY 12/06/2024	24-Jun-19	12-Jun-24	1,98,00,00,000	N.A.	Annual	8.6500% p.a	8.6500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C1	1,11,60,00,00 0	1116	INE860H07GT8	8.65% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD C1	28-Jun-19	12-Jun-24	1,11,60,00,000	N.A.	Annual	8.6500% p.a	8.6500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable

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								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				FY 2019-2020. DATE OF MATURITY 12/06/2024
D1	29,20,00,000	292	INE860H07GU6	8.70% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD D1 FY 2019-2020. DATE OF MATURITY July04,2029	4-Jul-19	4-Jul-29	29,20,00,000	N.A.	Annual	8.7000% p.a	8.7000%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C1	98,70,00,000	987	INE860H07GT8	8.65% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD C1 FY 2019-2020. DATE OF MATURITY 12/06/2024	24-Jul-19	12-Jun-24	98,70,00,000	N.A.	Annual	8.6500% p.a	8.5000%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
J1	10,00,00,00,0 00	10000	INE860H07GX0	8.15% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. SERIES ABFL NCD J1 FY 2019-20. MATURITY DATE – 18/01/2030	20-Jan-20	1} 25% at the end of 7th Year (Wednesday, January 20, 2027), 2} 25% at the end of 8th Year (Thursday, January 20, 2028), 3} 25% at the end of 9th Year (Friday, January 19, 2029) & 4} 25% at the end of 10th Year (Friday, January 18, 2030	10,00,00,00,000	N.A.	Annual	8.1500% p.a	8.1500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
A3	25,00,00,000	250	INE860H07HA6	7.69% SECURED RATED LISTED REDEEMABLE NON-CONVERTIBLE DEBENTURE. SERIES ABFL NCD A3 FY 2020-21. MATURITY DATE – 25/04/2025	28-Apr-20	25-Apr-25	25,00,00,000	N.A.	Annual	7.6900% p.a	7.6900%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
I1	75,00,00,000	750	INE860H07HD0	6.2500% SECURED RATED LISTED REDEEMABLE NON-CONVERTIBLE	23-Dec-20	23-Dec-25	75,00,00,000	N.A.	Annual	6.2500% p.a.	6.2500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable

Page 21 of 36

58

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				DEBENTURE. SERIES ABFL NCD I1 FY 2020-21. MATURITY DATE – 23/12/2025
K1	25,00,00,000	250	INE860H07HE8	7.2400% SECURED RATED LISTED REDEEMABLE NON-CONVERTIBLE DEBENTURE. SERIES ABFL NCD K1 FY 2020-21. MATURITY DATE – 18/02/2031	18-Feb-21	18-Feb-31	25,00,00,000	N.A.	Annual	7.2400% p.a.	7.2400%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
L3	4,20,00,00,00 0	4200	INE860H07HI9	6.1500% SECURED RATED LISTED REDEEMABLE NON-CONVERTIBLE DEBENTURE. SERIES ABFL NCD L3 FY 2020-21. MATURITY DATE – 28/03/2024	31-Mar-21	28-Mar-24	4,20,00,00,000	N.A.	Annual	6.1500% p.a	6.1451%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
B2	7,50,00,00,00 0	7500	INE860H07HK5	7.2600% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES.SERIES B2.DATE OF MATURITY 30/05/2031	31-May-21	25% at the end of 7th Year (Wednesday, May 31, 2028) 25% at the end of 8th Year (Thursday, May 31, 2029) 25% at the end of 9th Year (Friday, May 31, 2030) 25% at the end of 10th Year (Friday, May 30,2031)	7,50,00,00,000	N.A.	Annual	7.2600% p.a	7.2553%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C2	75,00,00,000	750	INE860H07HM1	Zero Coupon SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES.SERIES C2.DATE OF MATURITY 14/06/2024	17-Jun-21	14-Jun-24	75,00,00,000	88,66,85,250	On Maturity	Zero Coupon	5.75% p.a. on XIRR basis	10,00,000	ICRA	AAA Stable	IND	AAA Stable
D1	5,00,00,00,00 0	5000	INE860H07HN9	6.5500% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES.SERIES D1.DATE OF MATURITY 24/07/2026	26-Jul-21	24-Jul-26	5,00,00,00,000	N.A.	Annual	6.55%	6.55%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
E1	2,50,00,00,00 0	2500	INE860H07HO7	5.8500% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE	5-Aug-21	2-Aug-24	2,50,00,00,000	N.A.	Annual	5.85%	5.85%	10,00,000	ICRA	AAA Stable	IND	AAA Stable

Page 22 of 36

59

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				DEBENTURES.SERIES E1.DATE OF MATURITY 02/08/2024
G1	50,00,00,000	500	INE860H07HP4	7.100% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES G1.DATE OF MATURITY 03/10/2031	4-Oct-21	3-Oct-31	50,00,00,000	N.A.	Annual	7.10%	7.10%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
G2	1,15,00,00,00 0	1150	INE860H07HQ2	6.4500% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. SERIES G2.DATE OF MATURITY 01/10/2026	4-Oct-21	1-Oct-26	1,15,00,00,000	N.A.	Annual	6.45%	6.45%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
J1	5,00,00,00,00 0	5000	INE860H07HR0	3M TBILL LINKED SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES J1 FY2021-22.DATE OF MATURITY 21/01/2025	21-Jan-22	21-Jan-25	5,00,00,00,000	N.A.	Annual	8.60% p.a. (Floating Coupon with Quarterly Reset, Payable Annually)	7.68%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
J2	3,50,00,00,00 0	3500	INE860H07HS8	6.4000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES J2 FY2021- 22.DATE OF MATURITY 22/07/2025	21-Jan-22	22-Jul-25	3,50,00,00,000	N.A.	Annual	6.40%	6.40%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
B1	45,10,00,000	451	INE860H07HT6	PRINCIPAL PROTECTED (10 YEAR G-SEC PRICE LINKED) SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES PPMLD B1 FY 2022-23 – MAY 04, 2022. DATE OF MATURITY 03/05/2024	4-May-22	3-May-24	45,10,00,000	N.A.	Maturity	6.0082% p.a. (6.0000% XIRR (Annualized yield))	6.00%	10,00,000	IND	IND PP-MLD AAA emr/Stable	-	-
C1	1,10,00,00,00 0	1100	INE860H07HU4	7.6000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES C1 FY2022- 23.DATE OF MATURITY 06/06/2025	8-Jun-22	6-Jun-25	1,10,00,00,000	N.A.	Annual	7.60%	7.60%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C1	2,50,00,00,00 0	2500	INE860H07HU4	7.6000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. FURTHER ISSUANCE I ABFL NCD SERIES C1 FY2022-23.DATE OF MATURITY 06/06/2025	14-Jun-22	6-Jun-25	2,50,00,00,000	N.A.	Annual	7.60%	7.60%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C4	25,00,00,000	250	INE860H07HV2	PRINCIPAL PROTECTED (10 YEAR G-SEC PRICE LINKED)SECURED	28-Jun-22	27-Jun-24	25,00,00,000	N.A.	Maturity	Coupon linked toperformance	7.33%	10,00,000	IND	IND PP-MLD AAA emr/Stable	-	-

Page 23 of 36

60

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES PPMLD C4 FY 2022-23 – JUNE 28, 2022. DATE OF MATURITY 27/06/2024						of Underlying / Reference Index Scenario If performance of underlying on final fixing date Coupon 1 Greater than 50% of Digital Level 7.3400% p.a. (7.3300% XIRR (Annualized yield)) 2 Less than or equal to 50% of Digital Level 0 %
C1	2,50,00,00,00 0	2500	INE860H07HU4	7.6000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. FURTHER ISSUANCE II ABFL NCD SERIES C1 FY2022-23.DATE OF MATURITY 06/06/2025	1-Jul-22	6-Jun-25	2,50,00,00,000	N.A.	Annual	7.60%	7.60%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C4	3,00,00,00,00 0	3000	INE860H07FT0	8.90% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. FURTHER ISSUANCE (I) SERIES ABFL NCD C4 FY 2018-19. DATE OF MATURITY 26/06/2025	12-Jul-22	26-Jun-25	3,00,00,00,000	N.A.	Annual	8.90%	7.8000% p.a. on XIRR basis	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
D1	3,25,00,00,00 0	3250	INE860H07HW0	Zero Coupon SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES.SERIES D1.DATE OF MATURITY 11/07/2025	12-Jul-22	11-Jul-25	3,25,00,00,000	4,07,13,62,75 0	On Maturity	Zero Coupon	7.8000% p.a. on XIRR basis	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
E1	4,00,00,00,00 0	4000	INE860H07HX8	7.5000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES E1 FY2022-	18-Aug-22	18-Aug-25	4,00,00,00,000	N.A.	Annual	7.50%	7.50%	10,00,000	ICRA	AAA Stable	IND	AAA Stable

Page 24 of 36

61

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				23.DATE OF MATURITY 18/08/2025
E2	1,36,00,00,00 0	1360	INE860H07HY6	Zero Coupon SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES E2 FY2022-23.DATE OF MATURITY 23/08/2024	24-Aug-22	23-Aug-24	1,36,00,00,000	1,56,46,40,56 0	On Maturity	Zero Coupon	7.2600% p.a. on XIRR basis	10,00,000	ICRA	AAA Stable	IND	AAA Stable
E3	1,02,20,00,00 0	1022	INE860H07HZ3	PRINCIPAL PROTECTED (10 YEAR G-SEC PRICE LINKED) SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES PPMLD E3 FY 2022-23 – DATE OF MATURITY 09/04/2025	26-Aug-22	9-Apr-25	1,02,20,00,000	N.A.	Maturity	Coupon linked to performance of Underlying / Reference Index Scenario If performance of underlying on final fixing date Coupon 1 Greater than 50% of Digital Level 7.2941% p.a. (7.3100% XIRR (Annualized yield)) 2 Less than or equal to 50% of Digital Level 0 %	7.31%	10,00,000	IND	IND PP-MLD AAA emr/Stable	-	-
I2	25,00,00,000	250	INE860H07GM3	9.15% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURE. FURTHER ISSUANCE IV SERIES ABFL NCD I2 FY 2018- 19. MATURITY DATE - 21/12/2028	8-Sep-22	21-Dec-28	25,00,00,000	N.A.	Annual	9.1500% p.a	7.7200%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
E1	4,65,00,00,00 0	4650	INE860H07HX8	7.5000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. Further Issuance (I) ABFL NCD Series E1 FY 2022-23.DATE OF MATURITY 18/08/2025	19-Sep-22	18-Aug-25	4,65,00,00,000	N.A.	Annual	7.50%	7.50%	10,00,000	ICRA	AAA Stable	IND	AAA Stable

Page 25 of 36

62

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
C4	25,00,00,000	250	INE860H07FT0	8.90% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. FURTHER ISSUANCE (II) SERIES ABFL NCD C4 FY 2018-19. DATE OF MATURITY 26/06/2025	28-Sep-22	26-Jun-25	25,00,00,000	N.A.	Annual	8.90%	7.5700% p.a. on XIRR basis	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
G1	5,10,00,00,00 0	5100	INE860H07IA4	7.9000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES G1 FY2022- 23.DATE OF MATURITY 19/09/2025	14-Oct-22	19-Sep-25	5,10,00,00,000	N.A.	Annual	7.90%	7.90%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
H1	50,00,00,000	500	INE860H07IB2	Zero Coupon SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES H1 FY2022-23.DATE OF MATURITY 28/11/2024	18-Nov-22	28-Nov-24	50,00,00,000	58,36,75,500	On Maturity	Zero Coupon	7.92% on XIRR basis	10,00,000	ICRA	AAA Stable	IND	AAA Stable
H2	5,97,00,00,00 0	5970	INE860H07IC0	7.9500% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES H2 FY2022- 23.DATE OF MATURITY 28/03/2026	18-Nov-22	18-Mar-26	5,97,00,00,000	N.A.	Annual	7.95%	7.95%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
H3	2,00,00,00,00 0	2000	INE860H07ID8	8.1200% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES H3 FY2022- 23.DATE OF MATURITY 18/11/2032	18-Nov-22	18-Nov-32	2,00,00,00,000	N.A.	Annual	8.12%	8.12%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
H4	3,05,00,00,00 0	3050	INE860H07IE6	7.9300% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES H4 FY2022- 23.DATE OF MATURITY 15/01/2026	29-Nov-22	15-Jan-26	3,05,00,00,000	N.A.	Annual	7.93%	7.93%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C4	25,00,00,000	250	INE860H07FT0	8.90% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. FURTHER ISSUANCE (III) SERIES ABFL NCD C4 FY 2018-19. DATE OF MATURITY 26/06/2025	29-Nov-22	26-Jun-25	25,00,00,000	N.A.	Annual	8.90%	7.9000% p.a. on XIRR basis	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
I1	50,00,00,000	500	INE860H07IF3	7.9500% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES I1 FY2022-	5-Dec-22	3-Dec-27	50,00,00,000	N.A.	Annual	7.95%	7.95%	10,00,000	ICRA	AAA Stable	IND	AAA Stable

Page 26 of 36

63

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				23.DATE OF MATURITY 03/12/2027
H3	4,00,00,00,00 0	4000	INE860H07ID8	8.1200% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. Further Issuance (I) ABFL NCD Series H3 FY 2022-23 .DATE OF MATURITY 18/11/2032	21-Dec-22	18-Nov-32	4,00,00,00,000	N.A.	Annual	8.12%	7.9850%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
12	4,10,00,00,00 0	4100	INE860H07IG1	7.9200% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES I2 FY2022- 23.DATE OF MATURITY 27/12/2027	27-Dec-22	27-Dec-27	4,10,00,00,000	N.A.	Annual	7.92%	7.92%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
13	4,00,00,00,00 0	4000	INE860H07IH9	7.8800% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES I3 FY2022- 23.DATE OF MATURITY 12/02/2026	30-Dec-22	12-Feb-26	4,00,00,00,000	N.A.	Annual	7.88%	7.88%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
13	1,50,00,00,00 0	1500	INE860H07IH9	7.8800% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. Further Issuance (I)ABFL NCD SERIES I3 FY2022-23.DATE OF MATURITY 12/02/2026	2-Feb-23	12-Feb-26	1,50,00,00,000	N.A.	Annual	7.88%	8.02%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
13	1,51,70,00,00 0	1517	INE860H07IH9	7.8800% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. Further Issuance (I)ABFL NCD SERIES I3 FY2022-23.DATE OF MATURITY 12/02/2026	2-Feb-23	12-Feb-26	1,51,70,00,000	N.A.	Annual	7.88%	8.02%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
C4	30,00,00,000	300	INE860H07FT0	8.90% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES. FURTHER ISSUANCE (IV) SERIES ABFL NCD C4 FY 2018-19. DATE OF MATURITY 26/06/2025	9-Feb-23	26-Jun-25	30,00,00,000	N.A.	Annual	8.9000%	7.9800%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
H3	2,25,00,00,00 0	2250	INE860H07ID8	8.1200% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. Further Issuance (II) ABFL NCD Series H3 FY 2022-23 .DATE OF MATURITY 18/11/2032	9-Feb-23	18-Nov-32	2,25,00,00,000	N.A.	Annual	8.12%	8.0500%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
L1	5,23,00,00,00 0	52300	INE860H07II7	8.1200% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES.	6-Mar-23	6-Mar-28	5,23,00,00,000	N.A.	Annual	8.12%	8.16%	1,00,000	ICRA	AAA Stable	IND	AAA Stable

Page 27 of 36

64

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				ABFL NCD SERIES L1 FY2022- 23.DATE OF MATURITY 06/03/2028
H3	1,00,00,00,00 0	1000	INE860H07ID8	8.1200% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. Further Issuance (III) ABFL NCD Series H3 FY 2022-23 .DATE OF MATURITY 18/11/2032	15-Mar-23	18-Nov-32	1,00,00,00,000	N.A.	Annual	8.12%	8.2000%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
L1	75,50,00,000	7550	INE860H07II7	8.1200% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. FURTHER ISSUANCE (I)ABFL NCD SERIES L1 FY2022-23.DATE OF MATURITY 06/03/2028	21-Mar-23	6-Mar-28	75,50,00,000	N.A.	Annual	8.12%	8.23%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
L2	2,10,00,00,00 0	21000	INE860H07IJ5	8.3000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES L2 FY2022- 23.DATE OF MATURITY 16/09/2026	21-Mar-23	16-Sep-26	2,10,00,00,000	N.A.	Annual	8.30%	8.30%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
B1	10,00,00,00,0 00	100000	INE860H07IK3	8.0100% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES B1 FY2023- 24.DATE OF MATURITY 02/05/2028	2-May-23	2-May-28	10,00,00,00,000	N.A.	Annual	8.01%	8.01%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
C1	3,28,00,00,00 0	32800	INE860H07IM9	7.9000% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES C1 FY2023- 24.DATE OF MATURITY 08/06/2028	8-Jun-23	8-Jun-28	3,28,00,00,000	N.A.	Annual	7.90%	7.90%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
D1	3,50,00,00,00 0	35000	INE860H07IO5	7.9700% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES D1 FY2023- 24.DATE OF MATURITY 13/07/2028	13-Jul-23	13-Jul-28	3,50,00,00,000	N.A.	Annual	7.97%	7.97%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
D1	5,85,00,00,00 0	58500	INE860H07IO5	7.9700% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. FURTHER ISSUANCE (I) ABFL NCD SERIES D1 FY2023-24.DATE OF MATURITY 13/07/2028	27-Jul-23	13-Jul-28	5,85,00,00,000	N.A.	Annual	7.97%	7.97%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
D1	2,25,00,00,00 0	2250	INE860H07HN9	6.5500% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE	27-Jul-23	24-Jul-26	2,25,00,00,000	N.A.	Annual	6.55%	6.55%	10,00,000	ICRA	AAA Stable	IND	AAA Stable

Page 28 of 36

65

								Redemption
								Amount for
							Principal									Rating Scale at
	I i	All			All	Rdi			C	C R		F l	Ri A	Ri Sl	Ri A
Series	ssue sze	otment	ISIN No.	Description of the instrument	otment	eempton	Redemption	Zero Coupon	oupon	oupon ate/		ace vaue	atng gency	atng cae at	atng gency	time of
											YIELD (p.a.)			f
	(INR)	Quantity			Date	Date	Amount (INR)	(Incld.	Frequency	XIRR Rate (p.a.)		(INR)	(1)	time o issuance	(2)	issuance
								Premium)
								(INR)
				DEBENTURES. FURTHER ISSUANCE (I) SERIES D1 FY 2021- 22.DATE OF MATURITY 24/07/2026
K1	1,75,00,00,00 0	17500	INE860H07IW8	8.1600% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES K1 FY2023- 24.DATE OF MATURITY 14/02/2029	14-Feb-24	14-Feb-29	1,75,00,00,000	N.A.	Annual	8.16%	8.16%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
K3	2,00,00,00,00 0	20000	INE860H07IX6	FBIL 6M OIS + 1.69% SECURED RATED LISTED NON CONVERTIBLE DEBENTURES. ABFL NCD SERIES K3 FY2023-24.DATE OF MATURITY 26/02/2027	29-Feb-24	26-Feb-27	2,00,00,00,000	N.A.	Semi-Annual	8.46%	8.64%	1,00,000	ICRA	AAA Stable	IND	AAA Stable

Early Redemption - Not Applicable Other Terms of Instruments - Not Applicable Call Option Date - Not Applicable Call / Put Option Remark - Not Applicable Exception - ISIN No. INE860H07FD4 - Put Option Date - 16-06-2020

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B. Details of NCDs (public issue) as on 29 February 2024

								Redemption
										Coupon Rate/				Rating Scale at		Rating Scale
	Issue size	Allotment		Description of the	Allotment	Redemption	Principal Redemption	Amount for Zero	Coupon			Face value	Rating Agency		Rating Agency
Series			ISIN No.													at time of
	(INR)	Quantity		instrument	Date	Date	Amount (INR)	Coupon (Incld.	Frequency	XIRR Rate	YIELD (p.a.)	(INR)	(1)	time of	(2)
														i		issuance
								Premium) (INR)		(p.a.)				ssuance
S-I	2,05,30,62,000	2053062	INE860H07IQ0	8% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES LETTER OF ALLOTMENT SERIES I DATE OF MATURITY 09/10/2026	9-Oct-23	09-Oct-26	2,05,30,62,000	N.A.	Annual	8.00%	7.9918%	1,000	ICRA	AAA Stable	IND	AAA Stable
S-II	10,72,59,000	107259	INE860H07IR8	SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES LETTER OF ALLOTMENT SERIES II DATE OF MATURITY 09/10/2026	9-Oct-23	09-Oct-26	10,72,59,000	13,51,15,449	NA	0.00%	7.9924%	1,000	ICRA	AAA Stable	IND	AAA Stable
S-III	2,34,01,90,000	2340190	INE860H07IT4	8.05% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES LETTER OF ALLOTMENT SERIES III DATE OF MATURITY 09/10/2028	9-Oct-23	09-Oct-28	2,34,01,90,000	N.A.	Annual	8.05%	8.0402%	1,000	ICRA	AAA Stable	IND	AAA Stable
S-IV	10,80,46,000	108046	INE860H07IU2	SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES LETTER OF ALLOTMENT SERIES IV DATE OF MATURITY 09/10/2028	9-Oct-23	09-Oct-28	10,80,46,000	15,91,22,856	NA	0.00%	8.0408%	1,000	ICRA	AAA Stable	IND	AAA Stable
S-V	14,57,70,000	145770	INE860H07IP2	7.80% SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES LETTER OF ALLOTMENT SERIES V DATE OF MATURITY 09/10/2033	9-Oct-23	09-Oct-33	14,57,70,000	N.A.	Annual	7.80%	8.0770%	1,000	ICRA	AAA Stable	IND	AAA Stable

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67

								Redemption
										Coupon Rate/				Rating Scale at		Rating Scale
	Issue size	Allotment		Description of the	Allotment	Redemption	Principal Redemption	Amount for Zero	Coupon			Face value	Rating Agency		Rating Agency
Series										XIRR Rate	YIELD (p.a.)			time of		at time of
	(INR)	Quantity	ISIN No.	instrument	Date	Date	Amount (INR)	Coupon (Incld.	Frequency			(INR)	(1)		(2)
										(p.a.)				issuance		issuance
								Premium) (INR)
S-VI	15,24,56,73,00 0	15245673	INE860H07IS6	8.10%SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES LETTER OF ALLOTMENT SERIES VI DATE OF MATURITY 09/10/2033	9-Oct-23	09-Oct-33	15,24,56,73,000	N.A.	Annual	8.10%	8.0922%	1,000	ICRA	AAA Stable	IND	AAA Stable

Early Redemption - Not Applicable Other Terms of Instruments - Not Applicable Call Option Date - Not Applicable Call / Put Option Remark - Not Applicable

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68

C. Details of NCDs (Subordinate) as on 29 February 2024

								Redemption
								Amount for						Rating		Rating
									Coupon	Coupon Rate/			Rating		Rating
	Issue size	Allotment		Description of	Allotment	Redemption	Principal Redemption	Zero Coupon			YIELD			Scale at		Scale at
Series			ISIN No.						Frequenc	XIRR Rate		Face value (INR)	Agency		Agency
	(INR)	Quantity		the instrument	Date	Date	Amount (INR)	(Incld.			(p.a.)			time of		time of
									y	(p.a.)			(1)		(2)
								Premium)						issuance		issuance
								(INR)
ABFL Sub Debt Series 'A' FY 2014- 15	50,00,00, 000	500	INE860H08DJ4	ABFL Sub Debt Series 'A' FY 2014-15	12-Dec-14	12-Dec-24	50,00,00,000	N.A.	Annual	9.75%	9.75%	10,00,000	ICRA	AA+ Stable	Care	AA+
ABFL Sub Debt Series 'B' FY 2014- 15	45,00,00, 000	450	INE860H08DK2	ABFL Sub Debt Series 'B' FY 2014-15	9-Jan-15	9-Jan-25	45,00,00,000	N.A.	Annual	9.45%	9.45%	10,00,000	ICRA	AA+ Stable	Care	AA+
ABFL Sub Debt Series 'A1' FY 2015- 16	25,00,00, 000	250	INE860H08DL0	ABFL Sub Debt Series 'A1' FY 2015-16	17-Jun-15	6-Jun-25	25,00,00,000	N.A.	Annual	9.25%	9.25%	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
ABFL Sub Debt Series 'B1' FY 2015- 16	30,00,00, 000	300	INE860H08DM8	ABFL Sub Debt Series 'B1' FY 2015-16	14-Jul-15	11-Jul-25	30,00,00,000	N.A.	Annual	9.25%	9.25%	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
ABFL Sub Debt Series 'C1' FY 2015- 16	33,00,00, 000	330	INE860H08DN6	ABFL Sub Debt Series 'C1' FY 2015-16	25-Aug-15	22-Aug-25	33,00,00,000	N.A.	Annual	9.25%	9.25%	10,00,000	ICRA	AA+ Stable	IND	AA+ Stable
ABFL Sub Debt Series 'D1' FY 2015- 16	25,00,00, 000	250	INE860H08DP1	ABFL Sub Debt Series 'D1' FY 2015-16	8-Mar-16	6-Mar-26	25,00,00,000	N.A.	Annual	9.10%	9.10%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'E1' FY 2015- 16	8,00,00,0 00	80	INE860H08DQ9	ABFL Sub Debt Series 'E1' FY 2015-16	10-Mar-16	10-Mar-26	8,00,00,000	N.A.	Annual	9.10%	9.10%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'F1' FY 2015- 16	25,50,00, 000	255	INE860H08DR7	ABFL Sub Debt Series 'F1' FY 2015-16	18-Mar-16	10-Mar-26	25,50,00,000	N.A.	Annual	9.10%	9.10%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'SC1' FY 2016-17	52,50,00, 000	525	INE860H08DS5	ABFL Sub Debt Series 'SC1' FY 2016-17	23-Jun-16	23-Jun-26	52,50,00,000	N.A.	Annual	9.10%	9.10%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable

Page 32 of 36

69

								Redemption
								Amount for						Rating		Rating
									Coupon	Coupon Rate/			Rating		Rating
	I i	All		Dii f	All	Rdi	Piil Rdi							l		Scale at
Series	ssue sze	otment	ISIN No.	escrpton o	otment	eempton	rncpa eempton	Zero Coupon			YIELD	Face value (INR)	Agency	Scae at	Agency
									Frequenc	XIRR Rate						time of
	(INR)	Quantity		the instrument	Date	Date	Amount (INR)	(Incld.			(p.a.)		(1)	time of	(2)
								Premium)	y	(p.a.)				issuance		issuance
								(INR)
ABFL Sub Debt Series 'SD1' FY 2016-17	1,00,00,0 0,000	1000	INE860H08DT3	ABFL Sub Debt Series 'SD1' FY 2016-17	28-Jul-16	28-Jul-26	1,00,00,00,000	N.A.	Annual	8.97%	8.97%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'SD2' FY 2016-17	75,00,00, 000	750	INE860H08DU1	ABFL Sub Debt Series 'SD2' FY 2016-17	28-Jul-16	28-Jul-26	75,00,00,000	N.A.	Annual	8.95%	8.95%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'SF1' FY 2016-17	2,00,00,0 0,000	2000	INE860H08DV9	ABFL Sub Debt Series 'SF1' FY 2016-17	29-Sep-16	29-Sep-26	2,00,00,00,000	N.A.	Annual	8.90%	8.90%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'SH1' FY 2016-17	2,00,00,0 0,000	2000	INE860H08DW7	ABFL Sub Debt Series 'SH1' FY 2016-17	21-Nov-16	20-Nov-26	2,00,00,00,000	N.A.	Annual	8.90%	8.90%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'SL1' FY 2016-17	10,00,00, 000	100	INE860H08DX5	ABFL Sub Debt Series 'SL1' FY 2016-17	9-Mar-17	9-Mar-27	10,00,00,000	N.A.	Annual	8.25%	8.25%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'SB1' FY 2017-18	1,65,00,0 0,000	1650	INE860H08DY3	ABFL Sub Debt Series 'SB1' FY 2017-18	18-May-17	18-May-27	1,65,00,00,000	N.A.	Annual	8.50%	8.50%	10,00,000	ICRA	AA+ Stable	IND	AAA Stable
ABFL Sub Debt Series 'SI1' FY 2018- 19	2,50,00,0 0,000	2500	INE860H08EA1	ABFL Sub Debt Series 'SI1' FY 2018-19	4-Dec-18	4-Dec-28	2,50,00,00,000	N.A.	Annual	9.76%	9.76%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL Sub Debt Series 'SC1' FY 2019-20	2,00,00,0 0,000	2000	INE860H08EB9	ABFL Sub Debt Series 'SC1' FY 2019-20	6-Jun-19	6-Jun-29	2,00,00,00,000	N.A.	Annual	8.95%	8.94%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL Sub Debt Series 'SC1' FY 2019-20	1,00,00,0 0,000	1000	INE860H08EB9	ABFL Sub Debt Series 'SC1' FY 2019-20	30-Dec-19	6-Jun-29	1,00,00,00,000	N.A.	Annual	8.95%	8.67%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL Sub Debt Series 'SC1' FY 2019-20	50,00,00, 000	500	INE860H08EB9	ABFL Sub Debt Series 'SC1' FY 2019-20	13-Feb-20	6-Jun-29	50,00,00,000	N.A.	Annual	8.95%	8.25%	10,00,000	ICRA	AAA Stable	IND	AAA Stable

Page 33 of 36

70

								Redemption
								Amount for						Rating		Rating
									Coupon	Coupon Rate/			Rating		Rating
	I i	All		Dii f	All	Rdi	Piil Rdi							l		Scale at
Series	ssue sze	otment	ISIN No.	escrpton o	otment	eempton	rncpa eempton	Zero Coupon			YIELD	Face value (INR)	Agency	Scae at	Agency
									Frequenc	XIRR Rate						time of
	(INR)	Quantity		the instrument	Date	Date	Amount (INR)	(Incld.			(p.a.)		(1)	time of	(2)
								Premium)	y	(p.a.)				issuance		issuance
								(INR)
ABFL SUBDEBT Series 'SI 1' FY 20-21	80,00,00, 000	800	INE860H08ED5	ABFL SUBDEBT Series 'SI 1' FY 20-21	29-Dec-20	27-Dec-30	80,00,00,000	N.A.	Annual	7.43%	7.43%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL SUBDEBT Series 'SC 1' FY 20-21	75,00,00, 000	750	INE860H08EE3	ABFL SUBDEBT Series 'SC 1' FY 20-21	11-Jun-21	11-Jun-31	75,00,00,000	N.A.	Annual	7.34%	7.34%	10,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL Subdebt NCD Series ‘S11’ FY2021-22	35,00,00, 000	35	INE860H08EG8	ABFL Subdebt NCD Series ‘S11’ FY2021-22	6-Dec-21	5-Dec-31	35,00,00,000	N.A.	Annual	7.43%	7.43%	1,00,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL Subdebt NCD Series ‘S11’ FY2021-22	2,10,00,0 0,000	210	INE860H08EG8	ABFL Subdebt NCD Series ‘S11’ FY2021-22	28-Feb-22	5-Dec-31	2,10,00,00,000	N.A.	Annual	7.43%	7.65%	1,00,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL NCD SERIES SC1 FY 2023-24	1,60,00,0 0,000	16000	INE860H08EI4	ABFL NCD SERIES SC1 FY 2023-24	26-Jun-23	24-Jun-33	1,60,00,00,000	N.A.	Annual	8.03%	8.03%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL NCD SERIES SC1 FY 2023-24	2,70,00,0 0,000	27000	INE860H08EI4	ABFL NCD SERIES SC1 FY 2023-24	30-Aug-23	24-Jun-33	2,70,00,00,000	N.A.	Annual	8.03%	8.25%	1,00,000	ICRA	AAA Stable	IND	AAA Stable
ABFL NCD SERIES SC1 FY 2023-24	75,00,00, 000	7500	INE860H08EI4	ABFL NCD SERIES SC1 FY 2023-24	23-Feb-24	24-Jun-33	75,00,00,000	N.A.	Annual	8.03%	8.27%	1,00,000	ICRA	AAA Stable	IND	AAA Stable

Early Redemption - Not Applicable Other Terms of Instruments - Not Applicable Call Option Date - Not Applicable Call / Put Option Remark - Not Applicable

Page 34 of 36

71

D. Details of NCDs (perpetual) as on 29 February 2024

											Redempt								Rating
											ion
													C
	Issue	Allotm									Amount		oupon				Rating		Scale
										l
				Description	ll	Rede	h f	ll i	ll i	Principa	f	Coupon	Rate/		l	Rating	l	Rating	at time
Series	size	ent	ISIN No.	of the	Aotment	mptio	Oter Terms o	Ca Opton	Ca / Put Opton	Redemption	or Zero			YIELD	Face vaue		Scae at
												Frequen	XIRR			Agency		Agency	of
		Quanti		itt	Date	Dt	Instruments	Date	Remark	At INR	Coupon		R	(p.a.)	(INR)	1	time of	2
	(INR)	ty		nsrumen		n ae				moun ()	(Incld.	cy	ate			()	issuance	()	issuanc
											Premium		(p.a.)						e
											) (INR)
ABFL Perpetua l ‘PD1’ FY2017- 18	2,00, 00,0 0,00 0	2000	INE860H08DZ0	ABFL Perpetual ‘PD1’ FY2017-18	21-Jul-17	Perpet ual	Coupon Step up: 50 bps once during the life- time of the instrument, 10 years from the date of allotment, if call is not exercised	21-07-2027	Call Option: Wednesday, 21st July, 2027, Subject to fulfilment and strict compliance with each of the following conditions as stated in the RBI notification dated 29th October,2008	2,00,00,00,000	N.A.	Annual	8.70%	8.70%	10,00,000	ICRA	AA+ Stable	India Rating	AA+ Stable

Early Redemption - Not Applicable

Page 35 of 36

72

E. Details of NCDs (partly paid) as on 29 February 2024

										Redem
										ption
	Issue									Amoun		Coupon						Rating
		Allotm														Rating
	size						Put		Principal	t for	Coupon	Rate/			Rating		Rating	Scale at
		ent			Allotment	Redemptio							YIELD	Face value		Scale at
Series	(INR			f h				ll k	d						Agency		Agenc	time of
		Quanti	ISIN No.	Description o te instrument	Date	n Date	Option	Ca / Put Option Remar	Reemption	Zero	Frequenc	XIRR		INR		i f
	In						d						(p.a.)	()	(1)	tme o	y (2)	issuanc
		ty					ate		Amount	Coupon	y	Rate
	Crs)									(Incld.		(p.a.)				issuance		e
										Premiu
										m)
EP1	2,030, 000,0 00	3500	INE860H08EJ 2	7.57% UNSECURED RATED LISTED REDEEMABLE NON CONVERTIBLE PARTLY PAID DEBENTURES. SERIES ABFL NCD ‘EP1’ FY 2020-21. DATE OF MATURITY 03/08/2035	6-Aug-20	3-Aug-35	Yes	Put Option: If the rating assigned to the Debentures (Series ‘EP1’ FY2020-21) is downgraded to “A+” or lower by ICRA Limited. On occurrence of ‘Put Option Trigger’, the debenture holder has the right to exercise the Put option (paid up value) within 21 calendar days by sending a ‘Put Option Notice’ in writingto the Issuer	2,030,000,000 (Current Outstanding is INR 203 crs; However, if entire call is received total redemption value at time of Maturity shall be INR. 350 crs)		Annual	7.57%	7.57%	10,00,000	ICRA	AAA Stable

Early Redemption - Not Applicable Other Terms of Instruments - Not Applicable Call Option Date - Not Applicable

Latest audited financials along with notes to accounts and any audit qualifications		Refer to following URL on the website of the Amalgamating Company: https://finance.adityabirlacapital.com/financial-reports
Auditors' certificate certifying the NCDs payment / repayment capability of the Amalgamated Company		Refer to following URL on the website of the Amalgamating Company: https://finance.adityabirlacapital.com/
Fairness opinion report in connection with the NCDs of the Amalgamating Company		Refer to following URL on the website of the Amalgamating Company: https://finance.adityabirlacapital.com/

Page 36 of 36

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Annexure 2

REPORT ON

RECOMMENDATION OF

FAIR RATIO OF ENTITLEMENT

FOR THE

NON-CONVERTIBLE DEBENTURE HOLDERS

OF ADITYA BIRLA FINANCE LIMITED

ON PROPOSED AMALGAMATION

OF

ADITYA BIRLA FINANCE LIMITED

WITH

ADITYA BIRLA CAPITAL LIMITED

Bansi S. Mehta Valuers LLP

Registered valuer – Securities or Financial Assets 11/13, Botawala Building, 2nd Floor, Horniman Circle, Fort, Mumbai – 400 020.

==> picture [450 x 57] intentionally omitted <==

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Annexure 3

88

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Annexure 4

==> picture [530 x 73] intentionally omitted <==

May 14, 2024

To, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Kala Ghoda, Fort, Mumbai – 400001.

Ref: Report of Complaints in terms of paragraph (A)(7) of Part - I of Chapter XII of SEBI Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2023/108 dated 29 July 2022, as amended from time to time (“SEBI Scheme Circular – Debt”).

Dear Respected Sir /Ma’am,

This is in reference to our application dated March 22, 2024, under Regulation 59A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”) for the proposed Scheme of Amalgamation of Aditya Birla Finance Limited (“ ABFL ”/“ Company ”/“ Amalgamating Company ”) with Aditya Birla Capital Limited (“ ABCL ”/“ Amalgamated Company ”), and their respective shareholders and creditors under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013.

In connection with the above application for the Scheme, enclosed herewith is the Report on Complaints / Comments received by the Company on the draft Scheme as per paragraph (A) (7) of Part I of Chapter XII of the SEBI Scheme Circular – Debt.

Thanking you,

Yours faithfully,

For Aditya Birla Finance Limited

Ankur Digitally signed by Ankur Deepakbhai Shah DN: c=IN, o=Personal, postalCode=400066, l=Mumbai, st=Maharashtra, street=5 NAINA BLDG, DATTAOPADA ROAD BORIVALI EAST, 2.5.4.20=8236760dccee57c4314cb6dc8a531e99eff1d220d37f5e669ff47349dea27f9 Deepakbhai Shah e, serialNumber=e3b137f1e9326bd6edf0c3a2a385887aa84e9533dc46b62dc23abdffc 22f23a2, email=ankur.shah@adityabirlacapital.com, cn=Ankur Deepakbhai Shah Date: 2024.05.14 17:06:29 +05'30'

22f23a2, email=ankur.shah@adityabirlacapital.com, cn=Ankur Deepakbhai Shah Date: 2024.05.14 17:06:29 +05'30' Date: 2024.05.14 17:06:29 +05'30'

Ankur Shah Company Secretary Membership No.: A17618

93

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Report of Complaints/ Comments received by Aditya Birla Finance Limited on the proposed Scheme of Amalgamation of Aditya Birla Finance Limited with Aditya Birla Capital Limited and their respective shareholders and creditors under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013

Period of Complaints Report: April 1, 2024 to May 14, 2024

Part A

art A
Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchange	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

art B
Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
1.	NA

For Aditya Birla Finance Limited

Digitally signed by Ankur Deepakbhai Shah Ankur DN: c=IN, o=Personal, postalCode=400066, l=Mumbai, st=Maharashtra, street=5 NAINA BLDG, DATTAOPADA ROAD BORIVALI EAST, 2.5.4.20=8236760dccee57c4314cb6dc8a531e99eff1d220 d37f5e669ff47349dea27f9e, Deepakbhai serialNumber=e3b137f1e9326bd6edf0c3a2a385887aa84 e9533dc46b62dc23abdffc22f23a2, email=ankur.shah@adityabirlacapital.com, cn=Ankur Shah Deepakbhai Shah Date: 2024.05.14 17:07:28 +05'30' Ankur Shah Company Secretary Membership No.: A17618

94

Annexure 5

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May 17, 2024

To, Manager – Listing Compliance National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East) Mumbai – 400051

Ref: Report of Complaints in terms of paragraph (A)(7) of Part - I of Chapter XII of SEBI Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2023/108 dated 29 July 2022, as amended from time to time (“SEBI Scheme Circular – Debt”).

Dear Respected Sir /Ma’am,

This is in reference to our application dated March 22, 2024, under Regulation 59A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”) for the proposed Scheme of Amalgamation of Aditya Birla Finance Limited (“ ABFL ”/“ Company ”/“ Amalgamating Company ”) with Aditya Birla Capital Limited (“ ABCL ”/“ Amalgamated Company ”), and their respective shareholders and creditors under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013.

In connection with the above application for the Scheme, enclosed herewith is the Report on Complaints / Comments received by the Company on the draft Scheme as per paragraph (A) (7) of Part I of Chapter XII of the SEBI Scheme Circular – Debt.

Thanking you,

Yours faithfully,

For Aditya Birla Finance Limited

Digitally signed by Ankur Deepakbhai Shah Ankur DN: c=IN, o=Personal, postalCode=400066, l=Mumbai, st=Maharashtra, street=5 NAINA BLDG, DATTAOPADA ROAD BORIVALI EAST, 2.5.4.20=8236760dccee57c4314cb6dc8a531e99eff1d 220d37f5e669ff47349dea27f9e, Deepakbhai serialNumber=e3b137f1e9326bd6edf0c3a2a385887a a84e9533dc46b62dc23abdffc22f23a2, email=ankur.shah@adityabirlacapital.com, cn=Ankur Shah Deepakbhai Shah Date: 2024.05.17 18:29:58 +05'30'

Ankur Shah Company Secretary Membership No.: A17618

95

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Report of Complaints/ Comments received by Aditya Birla Finance Limited on the proposed Scheme of Amalgamation of Aditya Birla Finance Limited with Aditya Birla Capital Limited and their respective shareholders and creditors under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013

Period of Complaints Report: May 7, 2024 to May 16, 2024

Part A

Sr. No.	Particulars	Particulars	Particulars	Number
1.	Number of complaints received directly			Nil
2.	Number of complaints forwarded by Stock Exchange			Nil
3.	Total Number of complaints/comments received (1+2)			Nil
4.	Number of complaints resolved			NA
5.	Number of complaints pending			NA
art B
Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
1.	NA

Part B

For Aditya Birla Finance Limited

Digitally signed by Ankur Deepakbhai Shah DN: c=IN, o=Personal, postalCode=400066, l=Mumbai,

st=Maharashtra, street=5 NAINA BLDG, DATTAOPADA ROAD Ankur BORIVALI EAST, 2.5.4.20=8236760dccee57c4314cb6dc8a531e99eff1d220d37f5e669 ff47349dea27f9e, serialNumber=e3b137f1e9326bd6edf0c3a2a385887aa84e9533dc4 6b62dc23abdffc22f23a2, Deepakbhai Shah email=ankur.shah@adityabirlacapital.com, cn=Ankur DeepakbhaiShah Date: 2024.05.17 18:31:07 +05'30' Ankur Shah Company Secretary Membership No.: A17618

96

Annexure 6

97

98

99

Annexure 7

100

101

Continuation Sheet

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However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

from July 01, 2024, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37/59A of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Senior Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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102

Annexure 8

DETAILS OF “ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN, IF ANY, AGAINST ADITYA BIRLA CAPITAL LIMITED (RESULTANT COMPANY), ITS PROMOTERS AND DIRECTORS.”

• A. Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Aditya Birla Capital Limited (Resultant Company):

NIL

• B. Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Promoters:

• List of Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against Promoters i.e. Grasim Industries Limited are provided as Annexure A

• C. Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Directors:

NIL for all directors except Mr. Kumar Mangalam Birla. Details of Criminal and Civil Litigation filed against Mr. Kumar Mangalam Birla are as under:

• Criminal Litigation filed against Mr. Kumar Mangalam Birla

Vodafone Idea Limited (“ VIL ”)

1. Gogineni Anil Kumar (the “ Complainant ”) filed a private complaint (the “ Complaint ”) before the II Additional Chief Metropolitan Magistrate, Hyderabad (the “ Magistrate ”) against VIL, Kumar Mangalam Birla, Himanshu Kapania and other officials of VIL (collectively, the “ Accused ”) under Sections 120-B, 420, 406 and 506 of the IPC for allegedly deactivating the SIM card of the Complainant causing monetary loss and mental agony to the Complainant and requested the Magistrate to refer the Complaint to proper police station for the purposes of investigation. The Magistrate forwarded the Complaint to the Abid Road Police Station, Hyderabad (“ Abid Road P.S. ”) under Section 156(3) of the CrPC for investigation. Thereafter, an FIR was registered at the Abid Road P.S. on March 19, 2013. Following the investigation conducted by a Sub-Inspector of Police, a final report dated May 30, 2013 was submitted to the Magistrate referring the matter as “Mistake of Fact”. Subsequently, the Complainant filed a protest petition before the Magistrate and thereafter, the Magistrate took cognizance of the matter pursuant to an order dated December 22, 2014 (the “ Impugned Order ”) and issued summons to the Accused. Aggrieved, the Accused filed a criminal revision petition before the Metropolitan Sessions Judge, Hyderabad and prayed for setting aside the Impugned Order. Thereafter, the IV Additional Metropolitan Session Judge, Hyderabad pursuant to order dated June 27, 2016 (the “ Session Order ”) allowed the revision petition. Thereafter, the Complainant filed criminal revision petition before the High Court of Andhra Pradesh and Telangana, at Hyderabad, to set aside the Session Order and confirm the Impugned Order. The matter is currently pending.

2. Sushil Sharma (the “ Complainant ”) filed a complaint (the “ Complaint ”) before the Chief Judicial Magistrate, Lucknow against inter alia Kumar Mangalam Birla, Himanshu Kapania and certain erstwhile officers of VIL and then subsidiary Idea Mobile Commerce Services Limited (collectively, the “ Accused ”) for offences under Sections 419, 420, 467, 468, 471, 500, 504 and 506 of the IPC alleging that the Complainant was terminated from service without giving sufficient cause by the Accused on June 17, 2015. The matter is currently pending.

Hindalco Industries Limited (“ HIL ”)

An FIR has been lodged on October 16, 2013 by the Central Bureau of Investigation (“ CBI ”) against P.C. Parekh then Secretary, Ministry of Coal, Kumar Mangalam Birla, Hindalco Industries Limited, and other unknown persons/officials, in relation to allocation of Talabira II & III coal blocks to HIL. The Supreme Court of India (“ Supreme Court ”), vide its order dated April 1, 2015, has stayed the cognizance order passed by Special CBI Court despite closure report filed by CBI. The Supreme Court has also stayed further proceedings in the matter. The matter is currently pending.

Aditya Birla Money Limited (“ ABML ”)

Ashima Das, a broking client of ABML filed a complaint (“ Complaint ”) against inter alia Kumar Mangalam Birla on July 17, 2012. She alleged that she incurred a loss of ₹0.5 million in addition to an earlier loss of ₹1.9 million by way of unauthorized purchase and sale of securities in her trading account by a franchisee of ABML. This matter is currently pending before the 5th Additional Chief Judicial Magistrate, Alipore, Kolkata. Thereafter, ABML filed criminal revision petitions at the Calcutta High Court, seeking to quash this Complaint on September 28, 2012 and sought for a stay on all further proceedings in the said matter. The said petition has been admitted and all further proceedings in this matter have been stayed by the Calcutta High Court. The matter is currently pending.

103

Aditya Birla Finance Limited (“ ABFL ”)

Charanjeet Singh, one of the customers of ABFL had filed a complaint against Kumar Mangalam Birla, S.K. Mitra and Ashish Goel, an ex-employee of the Lucknow branch and the erstwhile branch manager in the Court of the Metropolitan Magistrate, Kanpur, respectively, for cheating, mischief and causing damage under Sections 417, 418, 419 and 420 of the IPC, in relation to a hire purchase transaction of ABFL. Subsequently, ABFL filed a criminal miscellaneous petition on behalf of inter alia Kumar Mangalam Birla before the High Court at Allahabad (“ High Court ”) under section 482 of the CrPC against Charanjeet Singh. The High Court granted a stay on the proceedings before the Court of the Metropolitan Magistrate, Kanpur vide its order dated October 16, 2003, which was vacated by the High Court vide its order dated April 21, 2018. The matter is currently pending.

Aditya Birla Sun Life Insurance Company Limited (“ ABSLI ”)

An FIR has been registered under Sections 120(A), (B), 415, 418, 420, 463, 464, 465 of the IPC, pursuant to the order passed by the Court of Additional Chief Metropolitan Magistrate Andheri Mumbai under section 156(3) of CrPC, on the basis of a criminal complaint (“ Complaint ”) filed by certain policyholders, Sushil Bafna and Urvija Bafna (“ Complainant ”) against certain officials of ABSLI, including Kumar Mangalam Birla. The Complainant alleged that there has been misappropriation of funds / monies in various insurance policies issued by ABSLI. The Police was directed to register FIR, investigate the matter and file a final report, following which, ABSLI filed a written submission dated January 8, 2022 before the MIDC police station, Mumbai. Thereafter, the investigation officer sent a detailed questionnaire to ABSLI dated February 4, 2022, seeking clarifications on certain matters including inter alia various aspects of ABSLI’s business and operations, policies and procedures and the organizational structure, to which, ABSLI responded and clarified that none of directors or officers of ABSLI, including Kumar Mangalam Birla, are connected to this matter and have been wrongly impleaded in the matter. Subsequently, an FIR and chargesheet was filed before the MIDC police station and the Additional Chief Metropolitan Magistrate, Andheri, respectively, against Akshay Khade. The police completed its investigation and filed a summary report with Metropolitan Magistrate Court at Andheri, considering the matter as civil in nature. The matter is currently pending.

UltraTech Cement Limited (“ UTCL ”)

1. UTCL received notice on December 27, 2022 from the Court of District Judge-1 and Additional Session Judge, Warora, Chandrapur District, Maharashtra (“ ASJ Court ”) in relation to the matter involving inter alia Vinod Khobragade and others (“ Appellants ”) against Prashant Subhash Bedse (Tehsildar), Collector (Stamp), Directorate of Mining and Geology, officials at the State Ministry, UTCL and its officials, including Kumar Mangalam Birla (“ Criminal Revision ”). The Criminal Revision has been filed against the order dated September 30, 2022 (“ Order ”), passed by the Judicial Magistrate First Class, Warora (“ Judicial Magistrate ”) in the criminal complaint filed under Section 2(D) of the CrPC for the offence punishable under Section 3 of the Scheduled Castes and the Scheduled Tribes (Prevention of Atrocities) Act, 1989 (“ SC/ST Act ”), read with sections 34, 120(B), 409, 420, 431, 468, 470 and 471 of the IPC. The primary allegation in the matter was against the concerned Tehsildar, Collector (Stamp), Directorate of Mining and Geology and officials at the relevant state ministry with respect to illegal transfer of land to a private party, Manikgarh Cement Works (a manufacturing unit of UTCL). The Judicial Magistrate, vide the Order, rejected the complaint on the grounds that the offences under SC/ST Act have to be tried by the Special Courts and directed the complainant to approach the appropriate court. UTCL has filed a vakalatnama on behalf of Kumar Mangalam Birla before the ASJ Court in relation to the Criminal Revision. The matter is currently pending.

2. Abhishek Krishna Kumar Shrivastava - M/s Srimech Engineering (the “ Complainant ”) a contractor of UTCL filed a private criminal complaint on July 30, 2024 before the 14th Additional Senior Civil Judge & A.C.J.M - Vadodara against UCL, directors including Shri Kumar Mangalam Birla and few employees of the UTCL alleging Cheating and Criminal Breach of Trust.

The Complainant has also filed a civil suit for damages and compensation against UTCL before the Commercial Court, Rewa and the same is pending. Criminal Complaint filed by the Complainant is nothing but a reiteration of its contentions raised in the commercial suit and thus trying to convert the civil dispute into a criminal case which cannot be sustained in law.

Two quashing petitions have been filed by the Directors including Shri Kumar Mangalam Birla and employees of UTCL before the Gujarat High Court. The Hon’ble Court vide its orders dated September 24, 2024 and October 18, 2024 has stayed the proceedings against all the directors (including Shri Kumar Mangalam Birla) and employees pending before the Additional Senior Civil Judge & Additional Chief Judicial Magistrate, Vadodara.

• Material civil litigation against Kumar Mangalam Birla

Grasim Industries Limited

In 2019, Parshuramsingh Vishwanath Rajput (“ Applicant ”) filed an application before the Civil Court, Vadodara against the general manager of Jayashree Insulators and Kumar Mangalam Birla for claiming the expenses due to cancellation of contract and interest exceeding the materiality threshold. All dues have been paid for the work done and the matter is currently pending.

Disciplinary action including penalty imposed by SEBI or stock exchanges against Mr. Kumar Mangalam Birla in the last five financial years including outstanding action.

Nil

104

ANNEXURE - A

GRASIM INDUSTRIES LIMITED (“GRASIM”) LITIGATIONS

Criminal litigation filed against Grasim

Pulp and Fibre business

1. Two criminal complaints (“ Complaints ”) were filed against Grasim and certain officials of Grasim (“ Officials ”) before the Chief Judicial Magistrate, Kozhikode (“ CJM ”) by the Kerala State Pollution Control Board (“ KSPCB ”), for violation of a consent-tooperate approval issued by KSPCB. The CJM imposed fines of ₹5,000 each and ordered simple imprisonment of the accused Officials of Grasim for one and a half years and accordingly disposed the Complaints by way of order dated November 13, 2003 (“ Order 1 ”). Grasim and the Officials preferred an appeal before the Sessions Court which passed an order dated July 13, 2005, dismissing the aforesaid appeal. Criminal revision petitions have been filed by Grasim and the Officials in relation to order dated July 13, 2005, before the High Court of Kerala (“ High Court ”). The High Court passed an order dated August 9, 2005 and suspended the aforesaid imprisonment of the Officials. The matter is currently pending.

2. In year 2017, a complaint filed by Madhya Pradesh Pollution Control Board, Ujjain before Judicial Magistrate First Class (“ JMFC ”) - Ujjain against Grasim and its senior management (Directors) alleging violation of provisions of Water (Prevention And Control Of Pollution) Act, 1974. Grasim has challenged the cognizance taken by JMFC Ujjain before District Judge Ujjain by way of filing a revision which is pending for hearing.

3. One complaint under section 133(b) of the Criminal Procedure Code have been filed against Grasim by a local resident of Nagda before the Sub Divisional Magistrate Nagda, alleging vague and false claims of pollution.

4. A criminal revision has been filed before the Additional District Judge, Nagda by a local resident against the order passed by Sub Divisional Magistrate, Nagda dismissing his application filed under Section 133 of Criminal Procedure Code.

Chemical Fashion Yarn Insulator Business

1. A criminal complaint, filed by the Madhya Pradesh Pollution Control Board before Chief Judicial Magistrate, Ujjain against Grasim and certain senior officials of Grasim for alleged violations of provisions of the Water (Prevention and Control of Pollution) Act, 1974, due to alleged discharge of polluted water outside our relevant factory’s premises. Revision petitions have been filed by Grasim before the Court of District Judge, Ujjain to challenge the cognizance orders passed by the Judicial Magistrate First Class. The matters are currently pending.

2. Three Criminal Complaints have been filed by the Government Labour Officer Kalyan, before the Judicial Magistrate First Class, Ulhasnagar for alleged violation of Minimum Wages Act, 1948, Contract Labour (Regulation and Abolition) Act, 1970 and Payment of Wages Act, 1936. We have not received summons as of date. The matters are currently pending.

3. A Criminal Complaint is filed by the Government Labour Officer before the Chief Judicial Magistrate, Labour Court, Junagadh, claiming that Grasim has allegedly discriminated amongst members of different unions and hence is in violation of section 25 (T), Industrial Disputes Act, 1947. The matters are currently pending.

105

Ongoing adjudication and recovery proceedings against Promoter - Grasim Industries Limited

Details of Indirect Tax matters where demand is pending

Sr. No.	Unit	Name of Statute	Nature of Dues	Disputed demand (₹ in Crores)	Amount paid (₹ in Crores)	Period to which the amount related to(FY)	Authority with whom the case is presently pending
1	BB Puram Chemical	The Andhra Pradesh VAT Act,2005	Value Added Tax	8.49	3.31	2012-18	Appellate Authority
2	ABI Halol	The Customs Act, 1962	Customs Duty	0.08	0.08	2007-08	Assessing Authority
3	ABI Halol	The Customs Act, 1962	Customs Duty	0.02	-	2005-06	Assessing Authority
4	ABI Halol	The Gujarat VAT Act, 2003	Value Added Tax	0.66	-	2016-17	Assessing Authority
5	ABI Halol	The Gujarat VAT Act, 2003	Value Added Tax	0.15	-	2015-16	Assessing Authority
6	ABI Rishra	The Central Excise Act, 1944	Excise Duty	3.93	0.12	2016-17	Appellate Authority
7	ABI Rishra	West Bengal VAT Act, 2003	Value Added Tax	0.26	0.33	2014-15	Appellate Authority
8	ABI Rishra	The Central Goods and Services Act,2017	Goods & Services Tax	0.15	-	2017-18	Assessing Authority
9	ABI Rishra	The Central Goods and Services Act,2017	Goods & Services Tax	0.97	-	2019-20	Assessing Authority
10	ABI Rishra	West Bengal VAT Act, 2003	Value Added Tax	0.09	0.08	2013-14	Appellate Authority
11	CFD	The Finance Act,1994	Service Tax	54.51	-	2008-14	High Court
12	CFD	The Finance Act, 1994	Service Tax	7.28	0.17	2008-11	Appellate Authority
13	CFD	The Finance Act, 1994	Service Tax	1.20	-	2008-09	Appellate Authority
14	CFD	The Finance Act, 1994	Service Tax	2.30	-	2008-09	Appellate Authority
15	CFD	The Finance Act, 1994	Service Tax	0.52	-	2007-08	Appellate Authority
16	CFD	The Finance Act, 1994	Service Tax	1.56	-	2006-07	Appellate Authority
17	CFD	The Finance Act, 1994	Service Tax	0.22	-	2007-08	Appellate Authority
18	BC Kharach	The Central Excise Act, 1944	Excise Duty	13.20	0.40	2013-17	Appellate Authority
19	BC Kharach	The Customs Act, 1962	Customs Duty	6.95	1.32	2011-13	Appellate Authority
20	BC Kharach	The Central Excise Act, 1944	Excise Duty	4.60	-	2013-15	Appellate Authority
21	BC Kharach	The Central Excise Act, 1944	Excise Duty	2.60	-	2007-10	High Court
22	Chemical Vilayat	The Customs Act, 1962	Customs Duty	0.77	0.01	2019-20	Appellate Authority
23	Chemical Vilayat	The Customs Act, 1962	Customs Duty	0.12	-	2019-20	Appellate Authority
24	Chemical Nagda	The Customs Act, 1962	Customs Duty	7.83	-	1985-86	Assessing Authority
25	Chemical Nagda	The Central Excise Act, 1944	Excise Duty	0.09	-	2000-18	High Court
26	Chemical Nagda	The Customs Act, 1962	Customs Duty	0.08	0.06	2020-21	Appellate Authority
27	Chemical Nagda	The Customs Act, 1962	Customs Duty	0.30	-	2014-15	Assessing Authority
28	Chemical Nagda	The Central Excise Act, 1944	Excise Duty	0.01	-	2014-16	Assessing Authority
29	CFD	The Central Goods and Services Act,2017	Goods & Services Tax	0.19	-	2017-18	Appellate Authority

106

Sr. No.	Unit	Name of Statute	Nature of Dues	Disputed demand (₹ in Crores)	Amount paid (₹ in Crores)	Period to which the amount related to(FY)	Authority with whom the case is presently pending
30	Cheyyar	The Central Goods and Services Act,2017	Goods & Services Tax	0.11	0.11	2023-24	Appellate Authority
31	Cheyyar	The Central Goods and Services Act,2017	Goods & Services Tax	0.21	0.21	2024-25	Appellate Authority
32	Cheyyar	The Central Goods and Services Act,2017	Goods & Services Tax	0.05	0.05	2024-25	Appellate Authority
33	Ganjam	The Odisha VAT Act, 2004	Value Added Tax	1.25	0.12	2016-18	Assessing Authority
34	Ganjam	The Central Goods and Services Act,2017	Goods & Services Tax	0.41	0.05	2017-18	Appellate Authority
35	Grasim Cellulosic, Vilayat	The Customs Act, 1962	Customs Duty	5.09	0.08	2012-18	Appellate Authority
36	Grasim Cellulosic, Vilayat	The Customs Act, 1962	Customs Duty	1.80	1.04	2015-16	Appellate Authority
37	Grasim Cellulosic, Vilayat	The Central Goods and Services Act, 2017	Goods & Services Tax	4.12	1.70	2017-18	High Court
38	Grasim Cellulosic, Vilayat	The Customs Act, 1962	Customs Duty	0.24	0.04	2016-20	Appellate Authority
39	Grasim Cellulosic, Vilayat	The Customs Act, 1962	Customs Duty	3.15	-	2016-20	Appellate Authority
40	CFD	The Central Excise Act, 1944	Excise Duty	0.62	-	2000-01	High Court
41	Harihar	The Customs Act, 1962	Customs Duty	4.19	0.64	2012-18	Appellate Authority
42	Harihar	The Central Goods and Services Act,2017	Goods & Services Tax	0.54	0.02	2017-18	Appellate Authority
43	Harihar	The Central Goods and Services Act,2017	Goods & Services Tax	0.44	0.02	2018-19	Appellate Authority
44	Harihar	Karnataka Special Tax on Entry of Goods Act, 2004	Entry Tax	22.14	-	2004-18	High Court
45	B2B - HP	The Central Goods and Services Act,2017	Goods & Services Tax	0.18	0.18	2023-24	Appellate Authority
46	Indian Rayon	The Central Excise Act, 1944	Excise Duty	20.43	-	2005-13	Appellate Authority
47	Indian Rayon	The Central Excise Act, 1944	Excise Duty	18.22	0.38	2010-16	Appellate Authority
48	Indian Rayon	The Finance Act, 1994	Service tax	1.01	-	2010-16	Assessing Authority
49	Indian Rayon	The Gujarat Sales Tax Act,1969	Sales Tax	0.56	0.32	2002-03	Appellate Authority
50	Indian Rayon	The Customs Act,1962	Customs Duty	1.27	0.96	2013-14	Supreme Court
51	Indian Rayon	The Customs Act, 1962	Customs Duty	1.19	0.30	2012-13	Appellate Authority
52	Indian Rayon	The Finance Act, 1994	Service tax	0.20	-	2009-10	Assessing Authority
53	Indian Rayon	The Gujarat VAT Act, 2003	Value Added Tax	1.06	0.01	2006-07	Appellate Authority
54	Indian Rayon	The Gujarat VAT Act, 2003	Value Added Tax	0.72	0.08	2002-04	Assessing Authority
55	Indian Rayon	The Gujarat Sales Tax Act,1969	Sales Tax	0.98	-	2001-02	Appellate Authority
56	Indian Rayon	The Gujarat Sales Tax Act,1969	Sales Tax	0.71	-	2003-04	Appellate Authority
57	Indian Rayon	The Central Excise Act, 1944	Excise Duty	0.74	0.03	2015-16	Appellate Authority

107

Sr. No.	Unit	Name of Statute	Nature of Dues	Disputed demand (₹ in Crores)	Amount paid (₹ in Crores)	Period to which the amount related to(FY)	Authority with whom the case is presently pending
58	Indian Rayon	The Gujarat VAT Act, 2003	Value Added Tax	0.23	-	2009-10	Appellate Authority
59	Indian Rayon	The Gujarat VAT Act, 2003	Value Added Tax	0.10	0.02	2010-11	Appellate Authority
60	Indian Rayon	The Gujarat VAT Act, 2003	Value Added Tax	0.06	0.05	2008-09	Appellate Authority
61	JST	The Central Excise Act, 1944	Excise Duty	11.32	-	1991-92	Assessing Authority
62	JST	The Central Excise Act, 1944	Excise Duty	4.21	-	2005-07	Assessing Authority
63	JST	The Central Excise Act, 1944	Excise Duty	3.25	-	2004-09	Assessing Authority
64	JST	The Customs Act, 1962	Customs Duty	0.63	-	2017-19	Assessing Authority
65	JST	The Central Excise Act, 1944	Excise Duty	0.52	-	1999-00	Assessing Authority
66	JST	The Central Excise Act, 1944	Excise Duty	0.40	-	1989-99	Assessing Authority
67	JST	The Central Excise Act, 1944	Excise Duty	0.38	-	1999-00	Assessing Authority
68	JST	The Central Excise Act, 1944	Excise Duty	0.33	-	1993-94	Assessing Authority
69	JST	The Central Excise Act, 1944	Excise Duty	0.32	-	1999-00	Assessing Authority
70	JST	The Customs Act,1962	Customs Duty	0.21	-	1975-76	High Court
71	JST	The Customs Act,1962	Customs Duty	0.14	-	1979-80	High Court
72	JST	The Customs Act,1962	Customs Duty	0.10	-	1976-77	High Court
73	JST	The Customs Act,1962	Customs Duty	1.98	-	1987-88	High Court
74	MBDD & CPD	West Bengal VAT Act, 2003	Value Added Tax	0.06	0.02	2009-10	Appellate Authority
75	MBDD & CPD	Delhi VAT Act, 2004	Value Added Tax	0.04	-	2014-15	Assessing Authority
76	MBDD & CPD	The Uttar Pradesh VAT Act,2008	Value Added Tax	0.04	-	2009-10	Appellate Authority
77	Rehla	The Central Excise Act, 1944	Excise Duty	2.06	-	2012-13	Appellate Authority
78	Rehla	The Central Excise Act, 1944	Excise Duty	0.80	-	2015-16	Appellate Authority
79	Renukoot	The Uttar Pradesh Tax on Entry of Goods Act, 2000	Entry Tax	3.55	1.24	2006-16	High Court
80	Renukoot	The Central Excise Act, 1944	Excise Duty	5.97	0.17	2008-13	Appellate Authority
81	Renukoot	The Finance Act,1994	Service Tax	3.10	-	2005-06	High Court
82	Renukoot	The Finance Act, 1994	Service Tax	1.20	0.02	2005-06	Appellate Authority
83	Renukoot	The Central Excise Act, 1944	Excise Duty	0.41	-	1996-01	Appellate Authority
84	Renukoot	The Central Goods and Services Act,2017	Goods & Services Tax	0.05	-	2017-18	Assessing Authority
85	Renukoot	The Central Goods and Services Act,2017	Goods & Services Tax	2.07	-	2019-20	Assessing Authority
86	Renukoot	The Central Goods and Services Act,2017	Goods & Services Tax	0.36	-	2023-24	Assessing Authority
87	SFD Nagda	The Customs Act, 1962	Customs Duty	1.64	0.05	2004-06	Appellate Authority
88	SFD Mavoor	The Kerala VAT Act, 2003	Value Added Tax	0.01	-	2008-09	High Court
89	Ganjam	The Central Goods and Services Act,2017	Goods & Services Tax	0.19	-	2017-18	Assessing Authority

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Sr. No.	Unit	Name of Statute	Nature of Dues	Disputed demand (₹ in Crores)	Amount paid (₹ in Crores)	Period to which the amount related to(FY)	Authority with whom the case is presently pending
90	Karwar	The Customs Act, 1962	Customs Duty	0.05	0.05	2008-09	Appellate Authority
91	Karwar	The Central Excise Act, 1944	Excise Duty	0.14	0.14	2013-14	Appellate Authority
92	Karwar	The Karnataka VAT Act, 2003	Value Added Tax	0.08	0.08	2005- 06	High Court
93	SFD Nagda	The Finance Act, 1994	Service Tax	0.14	-	2002-03	Assessing Authority
94	SFD Nagda	"Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam,1976"	Entry Tax	0.02	-	2005-06	Assessing Authority
95	Renukoot	The Central Excise Act, 1944	Excise Duty	0.07	-	2007-08	Appellate Authority
96	Renukoot	The Finance Act, 1994	Service Tax	0.14	-	2005-06	Assessing Authority
97	Renukoot	The Finance Act, 1994	Service Tax	0.06	0.06	2014-16	Appellate Authority
98	Renukoot	The Central Excise Act, 1944	Excise Duty	0.02	-	2017-18	Assessing Authority
99	Century Rayon	The Central Goods and Services Act,2017	Goods & Services Tax	45.13	-	2018-21	Assessing Authority
100	Indian Rayon	The Gujarat Sales Tax Act,1969	Sales Tax	3.86	-	2001-05	Supreme Court
101	ABI Halol	The Customs Act, 1962	Customs Duty	0.03	-	2004-05	Assessing Authority
102	ABI Halol	The Customs Act, 1962	Customs Duty	0.02	-	2004-05	Assessing Authority
103	ABI Halol	The Customs Act, 1962	Customs Duty	0.01	-	2004-05	Assessing Authority
104	CFD	The Customs Act,1962	Customs Duty	0.35	-	2005-06	Supreme Court
105	CFD	The Customs Act,1962	Customs Duty	0.21	-	2005-06	Supreme Court
106	CFD	Central Sales Tax Act, 1956	Central Sales tax	17.42	-	2009-10	Appellate Authority
107	CFD	The Finance Act,1994	Service Tax	16.29	-	2008-10	High Court
108	JST	The Central Excise Act, 1944	Excise Duty	0.02	-	1994-95	Appellate Authority
109	JST	The Central Excise Act, 1944	Excise Duty	0.37	-	1994-95	Assessing Authority

109

Ongoing adjudication and recovery proceedings against Promoter- Grasim Industries Limited

Details of Income Tax Demand

Sr. No.	Name of Statute	Nature of Dues	Disputed demand (₹ in Crores)	Amount paid (₹ in Crores)	Period to which the amount related to	Authority with whom the case is presently pending	Details of dispute
1	Income-tax Act, 1961	Income Tax	0.77	0.77	FY 2016-17	CIT(A)	Demand is raised pursuant to assessment order passed by the Assessing Ofcer u/s. 143(3) r.w.s 144C(3) of the Income-tax Act, 1961 (ITA) dated June 17, 2021. The Company has fled appeal against the said order with the Commissioner of Income Tax (Appeals) (CIT(A)) which is pending adjudication.
2	Income-tax Act, 1961	Income Tax	2.75	2.75	FY 2017-18	CIT(A)	Demand is raised pursuant to assessment order passed by the Assessing Ofcer u/s. 143(3) r.w.s 144C(3) of the ITA dated July 27, 2022. The Company has fled appeal against the said order with ITAT which is pending adjudication.
3	Income-tax Act, 1961	Income Tax	2.03	-	FY 2019-20	ITAT	Income tax return was fled by the Company and a summary assessment under section 143(1) of the ITA was done and a demand of ₹ 64.90 crores was raised. Pursuant to the summary assessment, income tax department carried out regular assessment proceedings and an order u/s 143(3) r.w. 144C(3) of the ITA was passed on June 28, 2024 where in the demand is reduced to ₹ 2.03 crores. The Company has fled appeal with the Income Tax Appellate Tribunal (‘ITAT’) against the said order. The Company has also fled rectifcation application for the apparent mistakes made by the Assessing ofcer of short grant of TDS and Advance Tax credit while passing the assessment order. The rectifcation application is pending before Assessing ofcer for disposal.
4	Income-tax Act, 1961	Income Tax	56.22	56.22	FY 2020-21	Assessing Ofcer	Income tax return was fled by the Company and a summary assessment under section 143(1) of the ITA was done and the said demand of ₹ 56.22 crores was raised. CIT(A) has disposed of the appeal vide order dated December 27, 2023. On passing of the order giving efect to the CIT(A) order, the said demand shall be deleted.
5	Income-tax Act, 1961	Income Tax	23.25	23.25	FY 2015-16	CIT(A)	Demand is raised pursuant to assessment order passed by the Assessing Ofcer in case of Aditya Birla Nuvo Limited (now merged with the Company) u/s. 143(3) r.w.s 144C(3) dated January 29, 2020. The Company has fled appeal against the said order with the CIT(A) which is pending adjudication.
6	Income-tax Act, 1961	Income Tax	14.32	12.73	FY 2016-17	CIT(A)	Demand is raised pursuant to assessment order passed by the Assessing Ofcer in case of Aditya Birla Nuvo Limited (now merged with the Company) u/s. 143(3) r.w.s 144C(3) dated June 8, 2021. The Company has fled appeal against the said order with CIT(A). The Company has fled an application for stay of demand till the matter is disposed of by CIT(A) with the Assessing ofcer. The stay application is pending before Assessing ofcer for disposal.

110

Sr. No.	Name of Statute	Nature of Dues	Disputed demand (₹ in Crores)	Amount paid (₹ in Crores)	Period to which the amount related to	Authority with whom the case is presently pending	Details of dispute
7	Income-tax Act, 1961	Income Tax	4.35	1.88	FY 2017-18	CIT(A)	Demand is raised pursuant to assessment order passed by the Assessing Ofcer in case of Aditya Birla Nuvo Limited (now merged with the Company) u/s. 143(3) r.w.s 144C(3) dated November 23, 2021. The Company has fled appeal against the said order with the Commissioner of Income Tax (Appeals). The Company has fled an application for stay of demand till the matter is disposed of by CIT(A) with the Assessing ofcer. The stay application is pending before Assessing ofcer for disposal.
8	Income-tax Act, 1961	Income Tax	1.50	-	FY 2001-02	Assessing Ofcer	Demand is raised pursuant to order passed by the Assessing Ofcer u/s.154 dated March 31, 2021 (ABNL FY 2001-02). The Company had fled appeal with CIT(A) against the said order. CIT(A) has disposed of the said appeal vide order dated June 9, 2022. On passing of the order giving efect to the CIT(A)’s order, the said demand will be deleted.
9	Income-tax Act, 1961	Income Tax	0.99	0.23	FY 2009-10	Assessing Ofcer	Demand pertains to Aditya Birla Minacs BPO Pvt. Ltd. (which got merged with Aditya Birla Nuvo Limited which is now merged with the Company). Income tax return was fled by the Company and a summary assessment under section 143(1) of the ITA was done and a demand of ₹ 9 lacs was raised. Pursuant to the summary assessment, income tax department carried out regular assessment proceedings and an order u/s 143(3) of the ITA was passed on November 28, 2014 where in the demand of ₹ 99 lacs was raised. The Company had fled appeal with ITAT against the said order. The ITAT has disposed of the said appeal vide order dated October 18, 2016. On passing of the order giving efect to the ITAT order, the said demand shall be deleted.
10	Income-tax Act, 1961	Income Tax	9.67	0.15	FY 2022-23	CIT(A)	Income tax return was fled by the Company and a summary assessment under section 143(1) of the ITA was done and the said demand of ₹ 9.67 crores was raised. The Company has fled appeal against the said order with CIT(A). The Company has also been granted a stay against 80% of the said demand.W.r.t. 20% of the demand payable, the Company has requested the Assessing ofcer to adjust the same against the pending refunds due to the Company. A refund of ₹ 15.26 lacs due for AY 2012-13 has been adjusted against the demand.

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Aditya Birla Capital Limited CIN: L67120GJ2007PLC058890

Registered Office: Indian Rayon Compound, Veraval - 362 266, Gujarat +91 2876 243257 Corporate Office: One World Centre, Tower 1, 18th Floor, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013 +91 22 6723 9101 abc.secretarial@adityabirlacapital.com | www.adityabirlacapital.com

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