Aditya Birla Money Ltd — Proxy Solicitation & Information Statement 2023

Aug 10, 2023

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Ref: SECTL/2023 – 92

August 10, 2023

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, Plot No. C/1, G-Block, Dalal Street, Bandra-Kurla Complex, Bandra (East) MUMBAI – 400 001 MUMBAI – 400 051 Scrip Code: BSE – 532974 NSE – BIRLA MONEY

Dear Sir/Madam,

Sub : Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)- Notice of Postal Ballot

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith a copy of the Postal Ballot Notice dated July 27, 2023 together with the Explanatory Statement thereto, seeking consent of the Members of Aditya Birla Money Limited (“Company”), on the following item of special business:

Sr. No	Particulars	Type of Resolution
1	Enhancement of the existing limit under Section 186 of the Companies Act, 2013	Special

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Registrar and Share Transfer Agent of the Company i.e. Cameo Corporate Services Limited (Cameo), and the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited as on the cut-off date i.e. Monday, August 07, 2023.

The Postal Ballot Notice is also being uploaded on the Company’s website at www.adityabirlamoney.com besides being communicated to depositories and RTA. The results of the Postal Ballot will be uploaded on the Stock Exchanges within two (2) working days from the conclusion of Postal Ballot and will also be placed on the Company’s website at www.adityabirlamoney.com in terms of Regulation 30 of the SEBI Listing Regulations.

Thanking you,

For Aditya Birla Money Limited

DIVYA Digitally signed by DIVYA BABU BABU POOJARI POOJARI Date: 2023.08.10 14:47:28 +05'30' Divya Poojari Company Secretary Encl: a/a

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ADITYA BIRLA MONEY LIMITED

Registered Office: Indian Rayon Compound, Veraval - 362266, Gujarat Corporate Office: Sai Sagar, 2nd & 3rd Floor, Plot No. M-7, Thiru-Vi-Ka (SIDCO) Industrial Estate, Guindy, Chennai – 600032 Tel: +91 44 4949 0000; Fax: +91 44 2250 1095; Email: abml.investorgrievance@adityabirlacapital.com CIN: L65993GJ1995PLC064810; Website: www.adityabirlamoney.com

POSTAL BALLOT NOTICE

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), as amended from time to time, read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force) read with General Circular No.14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (‘MCA Circulars’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) that the resolution appended below is proposed to be passed by the Members of the Company (‘Members’) through Postal Ballot by remote e-voting system (’remote e-voting’/ ’e-voting’) only. The relevant statement pursuant to Section 102 (1) of the Act,

setting out the material facts concerning the resolutions proposed to be passed is annexed hereto.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company/depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.

The Company has appointed M/s BNP & Associates, Practicing Company Secretaries act as the Scrutinizer to scrutinize the Postal Ballot voting process in a fair and transparent manner.

In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI LODR Regulations, and SS-2, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes

electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for facilitating e-voting. The Company has made necessary arrangements with Cameo Corporate Services Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice.

PROPOSED RESOLUTION:

Item No. 1:

Enhancement of the existing limit under Section 186 of the Companies Act, 2013:

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 (‘the Act’) read with the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Act (including any statutory modification(s) or reenactment thereof for the time being in force), the consent of the Members be and is hereby accorded to the Board of Directors of the Company to grant loans and advances or make investments in the securities of any other body corporate or provide securities or guarantees for such an amount that the aggregate of such loans and investments made or to be made, the amounts for which guarantee or security so far provided in connection with a loan to any other body corporate or person, along with the investment, loan, guarantee or security proposed to be made or given by the Company in excess of the limits prescribed under Section 186 of the Act, viz., 60% of the Company’s paidup share capital, free reserves and securities premium account or 100% of the Company’s free reserves and securities premium, whichever is more, upon such terms and conditions as the Board may think fit, provided that the amount of such total loans or investments made, guarantees given and securities provided shall not at any time exceed Rs.2000 crore.

Members may note that the Notice of the Postal Ballot will also be available on the website of the Company at www.adityabirlamoney.com and websites of the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited.

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 p.m. (IST) on September 09, 2023. The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

RESOLVED FURTHER THAT any Director, Chief Financial Officer or Company Secretary of the Company be and is hereby authorized to do and perform all such acts, deeds and things and to take all steps as may be considered necessary, proper and expedient to carry on the purpose of this resolution.”

The last date of e-voting, i.e. September 09, 2023, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority

By Order of the Board of Directors For Aditya Birla Money Limited

Divya Poojari Company Secretary

Place: Mumbai Date : 27[th] July, 2023

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NOTES:

1. The statement pursuant to Section 102 (1) of the Companies Act, 2013 (‘the Act’) setting out the material facts concerning the resolutions proposed to be passed is annexed hereto.

2. The Postal Ballot Notice is being sent to the Members whose names appear in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as at the close of business hours on Monday, August 07, 2023 (‘cut-off date’). Members as on the cut-off date would be entitled to vote for the purpose of Postal Ballot and a person who is not a Member as on the cut-off date should treat this Postal Ballot Notice for information purpose only. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.

3. The Company’s Registrar & Transfer Agent for its share registry (both physical as well as electronic) is Cameo Corporate Services Limited (‘CAMEO’ or ‘R&TA’) having its office at Subramanian Building; #1, Club House Road; Chennai 600 002.

4. The resolutions passed by the requisite majority by the Members through Postal Ballot shall be deemed to have been duly passed at a General Meeting convened in that behalf.

5. The resolutions, if approved, shall be deemed to have been passed on the last date of voting, i.e. Saturday, September 09, 2023.

6. The Notice can also be accessed 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.

7. The remote e-voting period commences on Friday, August 11, 2023 at 9:00 a.m. (IST) and ends on Saturday, September 09, 2023 at 5:00 p.m. (IST).

During this period, the Members holding shares in physical form or in dematerialized form, as on the cut-off date i.e. Monday, August 07, 2023 may cast their votes by electronic means in the manner and process as set out herein below. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

A] INSTRUCTIONS FOR REMOTE E-VOTING :

1. In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Sections 108, 110 and other applicable provisions of the Act read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended (‘the Rules’), the Company is pleased to provide remote e-voting facility to all its Members holding shares as on the cut-off date i.e. Monday, August 07, 2023, to enable them to cast their votes electronically for the Postal Ballot. The Company has engaged the services of CAMEO for the purpose of providing remote e-voting facility to all its Members.

2. The Board of Directors has appointed BNP and Associates, Practising Company Secretaries, as the Scrutiniser for scrutinising the e-Voting process in a fair and transparent manner.

3. The Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a Member using remote e-Voting as well as the e-Voting system on the date of the AGM will be provided by CDSL.

4. 07[th] August 2023 shall be the cut-off date as on which the right of voting of the Members shall be reckoned and a person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

5. The e-Voting period begins on Friday, 11[th] August, 2023 at 9.00 a.m. and will end on Saturday, 09[th] September, 2023 at 5.00 p.m.

During this period, Shareholders of the Company holding shares either in physical or dematerialized form, as on the cut-off date of 07[th] August, 2023 may cast their vote electronically.

The e-Voting module shall be disabled by CDSL for voting thereafter.

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B] REGISTRATION OF EMAIL ID AND MOBILE NUMBER

Process for those Shareholders whose email id / mobile number are not registered with the Company / Depositories:

1. For Physical Shareholders - please provide necessary details like folio number, name of Shareholder, scanned copy of the Share Certificate (front and back), PAN (self- attested scanned copy of PAN Card), AADHAAR (self- attested scanned copy of Aadhaar Card) by email to abml.investorgrievance@adityabirlacapital.com.

2. For Demat Shareholders - Please update your email id and mobile number with your respective Depository Participant (DP).

3. For Individual Demat Shareholders - Please update your email id and mobile number with your respective Depository Participant (DP) which is mandatory while e-Voting.

C] REGISTRATION OF NON–INDIVIDUAL SHAREHOLDERS AND CUSTODIANS

1. Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

2. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

3. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

4. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

5. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

6. Alternatively Non-Individual Shareholders are required to send the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Company at the email address: abml.investorgrievance@adityabirlacapital.com, if they have voted from individual tab and not uploaded the same in the CDSL e-Voting system for the scrutinizer to verify the same.

D] E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES IN DEMAT MODE

In terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December 2020 on e- Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for e-Voting and joining virtual meetings for Individual Shareholders holding securities in demat mode CDSL/ NSDL is given below:

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Type of Shareholders Login Method

~~If registered for CDSL Easi / Easiest facility~~

Individual Shareholders holding securities in demat a) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will mode with CDSL be made available to reach e-Voting page without any further authentication.

• b) The URL for users to login to Easi / Easiest are requested to visit www.cdslindia.com and click on Login icon and select New System Myeasi.

• c) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e- Voting is in progress as per the information provided by the Company.

• d) On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

If not registered for CDSL Easi / Easiest facility

• a) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia. com/ myeasi/Registration/EasiRegistration

• b) Alternatively, the user can directly access e-Voting page by providing demat account number and PAN number from e- Voting link available on www.cdslindia.com home page or click on https://evoting. cdslindia.com/ Evoting/EvotingLogin

• c) The system will authenticate the user by sending OTP on registered mobile number and email id as recorded in the demat account.

• d) After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

If registered for NSDL IDeAS facility

Individual Shareholders holding securities in demat mode with NSDL a) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL.

• b) Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile.

• c) Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section.

• d) A new screen will open.

• e) You will have to enter your User ID and Password.

• f) After successful authentication, you will be able to see e-Voting services.

• g) Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page.

• h) Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

If not registered for NSDL IDeAS facility

• a) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com

• b) Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp

• c) Visit the e-Voting website of NSDL.

• d) Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

• e) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

• f) A new screen will open.

• g) You will have to enter your User ID (i.e. your 16 digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen.

• h) After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page.

• i) Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

Type of Shareholders	Login Method
Individual Shareholders	a) You can also login using the login credentials of your demat account through your Depository Participant registered
(holding securities in	with NSDL/CDSL for e-Voting facility.
demat mode) login through theirDepository Participants	b) After Successful login, you will be able to see e-Voting option. c) Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
	d) Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider
	website for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for ‘Individual Shareholders holding securities in demat mode’ for any technical issues related to login through Depository i.e. CDSL and NSDL is given below:

Type of Shareholders	Login Method
Individual Shareholders holding securities in demat	Members facing any technical issue in login can contact CDSL helpdesk by:
mode with CDSL	• sending a request athelpdesk.evoting@cdslindia.comor
	• call at Toll Free No.: 1800 22 55 33
Individual Shareholders holding securities in demat	Members facing any technical issue in login can contact NSDL helpdesk by:
mode with NSDL	• sending a request atevoting@nsdl.co.inor
	• call at Toll Free No.: 1800 1020 990 and 1800 22 44 30

E] E-VOTING BY

(i) INDIVIDUAL SHAREHOLDERS HOLDING SHARES IN PHYSICAL MODE AND

(ii) SHAREHOLDERS OTHER THAN INDIVIDUALS VIZ. INSTITUTIONS / CORPORATE SHAREHOLDERS

• i) The Shareholders should log on to the e-Voting website www.evotingindia.com

• ii) Click on “Shareholders” module.

• iii) Enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 character DP ID followed by 8 digits Client ID,

• c. Shareholders holding shares in physical form should enter folio number registered with the Company.

• iv) Next enter the Image Verification as displayed and Click on Login.

• v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-Voting of any company, then your existing password is to be used.

• vi) If you are a first time user, follow the steps given below:

PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat
	Shareholders as well as physical Shareholders)
	• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use
	the sequence number sent byRTA/Companyor contact RTA/Company.
Dividend Bank Details	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the
OR	Company records in order to login.
Date of Birth (DOB)	• If both the details are not recorded with the depository or Company, please enter the member id / folio
	number in the Dividend Bank details field.

• vii) After entering these details appropriately, click on “SUBMIT” tab.

• viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• x) Click on the EVSN for the Aditya Birla Money Limited on which you choose to vote.

• xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xiii) After selecting the resolution, you have decided to vote on, click on “SUBMIT” . A confirmation box will be displayed. If you wish to confirm your vote, click on “OK” , else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xvii) Additional Facility for Non-Individual Shareholders and Custodians - For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; abml. investorgrievance@adityabirlacapital.com, if they have voted from individual tab & not uploaded the same in the CDSL e-voting system for the scrutinizer to verify the same.

F] General Instructions

1. Statutory Registers and all documents referred to in the Notice and the Explanatory Statement will be available electronically for inspection without any fee by the Members from the date of circulation of this Notice up to the date of closing of evoting period. Members seeking to inspect such documents can send an email to abml.investorgrievance@adityabirlacapital.com with the subject line “Aditya Birla Money Limited – Postal Ballot”.

2. If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can: email to helpdesk.evoting@cdslindia.com or call on +91 22 2305 8738 / +91 22 2305 8542/43

3. All grievances connected with the facility for voting by electronic means may be addressed to:

Mr. Rakesh Dalvi, Sr. Manager Central Depository Services (India) Limited A Wing, 25th Floor, Marathon Futurex Mafatlal Mill Compounds, N. M. Joshi Marg Lower Parel (East), Mumbai – 400013 or email to helpdesk.evoting@cdslindia.com or call on +91 22 2305 8542/43.

1. The Special Resolution(s) shall be declared as passed if the number of votes cast in favour of the special resolution(s) are not less than three times the number of votes cast against the special resolution(s).

2. The Scrutiniser shall, after the conclusion of e-voting period, scrutinise the votes cast through remote e- voting, make a consolidated Scrutiniser’s Report and submit the same to the Chairperson or the Company Secretary, who shall counter-sign the same and declare the result of the voting forthwith.

3. The result of e-voting will be declared within two working days of the conclusion of the e-voting period and the same, along with the consolidated Scrutiniser’s Report, will be placed on the website of the Company: www.adityabirlamoney.com and on the website of CDSL at: www.evotingindia.com and shall be communicated to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed. The Scrutinizer’s decision on the validity of the vote shall be final and binding.

4. The results shall also be displayed on the notice board at the Registered Office & the Corporate Office of the Company for at least three days.

5. Subject to receipt of requisite number of votes, the Resolutions proposed in the Notice shall be deemed to be passed on the last date of e-voting period, i.e., Saturday, September 09, 2023.

6. Members may also write to the Company Secretary in case of grievances connected with voting by electronic means at the mail id: abml.investorgrievance@adityabirlacapital.com

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013, SETTING OUT THE MATERIAL FACTS CONCERNING THE RESOLUTIONS:

Item No. 1: Enhancement of the existing limit under Section 186 of the Companies Act, 2013:

As per Section 186 (2) of the Companies Act, 2013 (‘the Act’), the Company can give loans, advances, guarantees or provide any security in connection with the loan:

• up to 60% of its paid-up share capital, free reserves and security premium account; or

• 100% of its free reserves and securities premium account, whichever is more.

In view of the above, the approval of the Members of the Company by passing Special Resolution would be required to be obtained for enhancing the limit of loans and investments under Section 186 of the Act.

Accordingly, the Directors recommend the Special Resolution at Item No.1 of the accompanying Postal Ballot Notice for approval of the Members of the Company. No Director, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of the Resolution at Item No.1 of the accompanying Postal Ballot Notice.

As per Section 186 (3) of the Act, the Company can give loans and make investments exceeding the aforesaid limits, after taking prior approval of members by means of a Special Resolution passed at a General Meeting of the Company.

The Shareholders had approved the proposal for giving loans, guarantees and making investments upto Rs 600 crore, keeping in mind the foreseeable growth in business activities based on the assessment made at that point in time. The limit was subsequently approved by the Members of the Company by way of Special Resolution in Annual General Meeting held on July 2018.

By Order of the Board of Directors For Aditya Birla Money Limited

Divya Poojari Company Secretary

Place: Mumbai Date : 27[th] July, 2023

Keeping in mind Company’s existing and future business prospects and possibility of surplus of funds in view of increased borrowing limits as recently approved to Rs.2500 crore in Annual General Meeting held in July 2023 as well as other requirements that may arise in various businesses, it is proposed to enhance the limit of loans and investments by way of subscription, purchase or otherwise, the securities of any other body corporate, giving loans, guarantees and providing securities in connection with a loan of any person or other body corporate under Section 186 of the Act in excess of the limit upto an extend of Rs.2000 crore.