Dear Members,
The Board of Directors of Aditya Birla Money Limited ("your Company" or
" the Company" or "ABML") is pleased to present the 29th
(Twenty Ninth) Annual Report and the Audited Financial Statements of your
Company for the Financial Year ended 31st March 2025 ("Financial Year
under review").
FINANCIAL SUMMARY AND HIGHLIGHTS
Your Company's Financial performance for the Financial Year ended 31st March
2025, as compared to the Previous Financial Year ended 31st March 2024, is
Summarised below:
(Rs in Crore)
Particulars |
FY25 |
FY24 |
Revenue from Operations |
447.61 |
390.19 |
Other Income |
14.97 |
4.82 |
Total Income |
462.58 |
395.01 |
Expenses |
360.93 |
326.08 |
Profit Before Tax |
101.65 |
68.93 |
Tax Expenses |
27.46 |
15.96 |
Profit for the year |
74.19 |
52.97 |
Other Comprehensive Income |
(0.77) |
0.38 |
Total Comprehensive Income for the year |
73.43 |
53.34 |
Earnings per Equity Share (in '): (Face Value of '1/- each) |
|
|
Basic |
13.13 |
9.37 |
Diluted |
13.13 |
9.37 |
The above figures are extracted from the Financial Statements prepared in accordance
with Indian Accounting Standards ("IND AS") as notified under Sections 129 and
133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts)
Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations").
RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS
For the Financial Year ended 31st March 2025, the Company recorded Revenue
from Operations of Rs 447.61 Crore as compared to Rs 390.19 Crore during the Previous
Year, an increase of 15%.
KEY HIGHLIGHTS OF THE COMPANY PERFORMANCE FOR THE FINANCIAL YEAR ENDED 31st
MARCH 2025
The Profit after Tax stood at 74.19 Crore for the year ended 31st March
2025, as compared to Rs 52.97 Crore in Previous Financial Year, an increase of 40%.
ACCOUNTING METHOD
The Financial Statements of the Company have been prepared in accordance with Indian
Accounting Standards as notified under Sections 129 and 133 of the Act read with the
Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.
In accordance with the provisions of the Act, applicable Accounting Standards and the
SEBI Listing Regulations, the Audited Financial Statements of the Company for the
Financial Year ended 31st March 2025, together with the Auditors' Report forms
part of this Annual Report.
The Audited Financial Statements of the Company as stated above are available on the
Company's website at https:// stocksandsecurities.adityabirlacapital.com/investor
MATERIAL EVENTS DURING THE YEAR
There were no material changes and commitments, affecting the Financial Position of the
Company during the Financial Year under review.
HOLDING / SUBSIDIARIES / JOINT VENTURES / ASSOCIATES COMPANIES
During the Financial Year under review, Grasim Industries Limited remained the Ultimate
Holding Company, and Aditya Birla Capital Limited continued to be the Holding Company of
our Company. Additionally, during this period, your Company did not have any Subsidiaries,
Associates, or Joint Venture companies.
Grasim Industries Limited and Aditya Birla Capital Limited are listed at BSE Limited,
National Stock Exchange of India Limited and Luxembourg Stock Exchange (Global Depositary
Shares/GDSs).
TRANSFER TO RESERVES
During the Financial Year under review, the Company does not propose to transfer any
amount to the reserves.
DIVIDEND
In order to conserve cash for the Company's operations, the Directors do not recommend
any Dividend for the year under review.
SHARE CAPITAL
As on 31st March 2025, the Company's Paid-up Equity Share Capital was Rs
5.65 Crore divided into 5,65,09,201 Equity Shares of Rs 1/- each. The Company has
16,00,000 4% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs 100/- each
outstanding as on 31st March 2025.
During the year under review, the Company has not issued any shares.
DEPOSITORY
As on 31st March 2025, out of the Company's Paid-up Equity Share Capital
comprising of 5,65,09,201 Equity Shares, 5,56,40,415 Equity Shares (98.46%) were held in
dematerialised mode.
The Company's Equity Shares are compulsorily tradable in electronic form.
RESOURCE MOBILISATION
During the Financial Year under review, the Company mobilised funds by way of issue of
short-term Commercial Paper as per Business needs.
CREDIT RATING
During the Financial Year under review, the Credit Rating Agencies have assigned the
following ratings for the Commercial Paper Programme of the Company for an amount of Rs
2000 Crore.
Sr. No. Nature of No. Instrument |
Name of the Instrument |
Name of Credit Rating Agency |
Amount Rated (In Crores) |
Current Rating |
1 Short-Term |
Commercial |
CRISIL |
2000 |
A1+ |
Instrument |
Paper |
|
|
|
2 Short-Term |
Commercial |
IND Ra |
2000 |
A1+ |
Instrument |
Paper |
|
|
|
Further, during the Financial Year under review, India Ratings and Research (Ind-Ra)
has assigned a Long-Term Issuer Rating of "AA+" to the Company.
REMUNERATION POLICY
The salient features of the Executive Remuneration Policy of the Company in accordance
with the provisions of Section 178(3) of the Companies Act, 2013 is placed as “Annexure
A" to this Report. The Executive Remuneration Policy is also available on its
website at the link: https:// stocksandsecurities.adityabirlacapital.com/investor
PUBLIC DEPOSITS
The Company has not accepted or renewed any deposit as covered under Section 73 of the
Companies Act, 2013, from its members or the public during the Financial Year under
review.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details, as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given in “Annexure B" to
the Board's Report.
Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with
respect to information of employees of the Company will be provided upon request by a
Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is
being sent to all the Members of your Company whose email address(es) are registered with
the Company / Depository Participants via electronic mode, excluding the aforesaid
Annexure which shall be made available for inspection by the Members via electronic mode.
Pursuant to the provisions of Regulation 36(1)(b), a letter providing the web-link,
including the exact path, where the complete details of the Annual Report 2024-25 are
available, is being sent to those Members who have not registered their email addresses.
Also, if any Member is interested in obtaining a copy thereof, the Member may write to the
Company Secretary at the Registered Office of the Company in this regard or send an email
to abml.investorgrievance@ adityabirlacapital.com
EMPLOYEE STOCK OPTIONS
Employee Stock Options have been recognised as an effective instrument to attract
talent and align the interest of employees with that of the Company, thereby providing an
opportunity to the employees to share in the growth of the Company and to create long-term
wealth in the hands of employees and thereby acting as a retention tool.
In view of the above, the Company had formulated Employees Stock Option Scheme 2014
("ESOS 2014") which was approved by the Board of Directors of the Company on 2nd
December
2014, in accordance with the Regulations and the Special Resolution(s) passed by the
members at the General Meeting (s) of the Company held on 9th September 2014.
The aforesaid ESOP Schemes are in compliance with the SEBI (Share Based Employee
Benefits) Regulations, 2014 which have been repealed and replaced by the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
There has been no material change to the ESOP Scheme 2014 during the year, and the
Scheme is in Compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.
The Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits)
Regulations, 2014 has been hosted on the Company's website at the link:
https://stocksandsecurities. adityabirlacapital.com/investor
Further, in accordance with Regulation 13 of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 Certificates issued by the Secretarial Auditors on the
implementation of your Company's Employee Stock Option Scheme(s) will be made available
via electronic mode at the ensuing 29th (Twenty Ninth) Annual General
Meeting (“AGM") of the Company for inspection by the Members.
ADITYA BIRLA CAPITAL LIMITED EMPLOYEE STOCK OPTION SCHEMES
• The Shareholders of the Company, via a special resolution passed through a
postal ballot on 25th September 2017, approved the extension of benefits under
the Aditya Birla Capital Limited (Holding Company) Employee Stock Option Scheme 2017 to
permanent employees in the Management Cadre, including Managing and Whole-time Directors
of the Company. This approval also covered the payment of costs and charges by the Company
related to the exercise of stock options or restricted stock units granted to these
employees. Consequently, stock options were granted to the employees of the Company.
• The Shareholders of Aditya Birla Capital Limited, via a special resolution
passed through a Postal Ballot on 16th October 2022, approved the extension of
benefits under the Aditya Birla Capital Limited Employee Stock Option and Performance
Stock Unit Scheme 2022 to employees of Group Companies. This includes Holding, Subsidiary,
and Associate companies of the
Company, such as Aditya Birla Money Limited, which is a Subsidiary Company.
• The Shareholders was informed that as recommended by the Nomination and
Remuneration Committee and in line with Aditya Birla Group's philosophy and framework, the
Company has adopted "Aditya Birla Capital Limited Employee Stock Option and
Performance Stock Unit Scheme 2022" ('ABCL Scheme 2022') for the benefits of Talent
Grant under the ABCL Scheme 2022 to identified employees of the Company. The list of
eligible employees with the allocation of grant as applicable to the Company was approved
by the Board Members dated 23rd October 2024.
• There was no material changes made to the aforesaid schemes during the Financial
Year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Conservation of Energy - The Company's operations are not energy intensive.
Adequate measures have been taken to conserve energy wherever possible. The energy saving
measures also include installation of LED lighting, selecting and designing offices to
facilitate maximum natural light utilisation, video-conferencing facilities across all
offices to reduce the need of employee travel, digital learning initiatives for employees,
optimised usage of lights and continuous monitoring and control of the operations of the
air conditioning equipment as well as elimination of non-recyclable plastic in offices.
b) Technology Absorption - The minimum technology required for the business has
been absorbed.
c) Foreign Exchange Earnings and Outgo - The Company did not enter into any Foreign
Currency Transactions during the current Financial Year and the Previous Year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion
and Analysis Report for the year under review is presented as a separate Section, which
forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the Highest Standards of Corporate Governance and
adhering to the Corporate Governance requirements set out by the Securities and Exchange
Board of India. Corporate Governance principles form an integral part of the core values
of the Company. The Report on Corporate Governance as stipulated under Regulation 34(3)
read with Schedule V of the SEBI Listing Regulations forms an integral part of this Annual
Report. The Compliance Certificate from M/s. BNP & Associates, Practicing Company
Secretaries, regarding compliance of conditions of Corporate Governance is annexed to this
Report as “Annexure C".
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all contracts and arrangements with Related Parties have
been entered into by the Company in its ordinary course of business and at Arms' Length
and were not considered material as per the provisions of Section 188 of the Act read with
the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI
Listing Regulations.
The Disclosure in Form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of
the Companies (Accounts) Rules, 2014, is therefore not applicable.
Prior Omnibus approval of the Audit Committee is obtained for Related Party
Transactions (RPTs) which are of a repetitive nature and entered into the ordinary course
of business and at Arms's Length. A statement on RPTs specifying the details of the
transactions, pursuant to each omnibus approval granted, is placed on a Quarterly basis
for review by the Audit Committee. The particulars of such contracts and arrangements with
Related Parties are given in notes to the Financial Statements, forming part of this
Annual Report.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in
place the Policy on dealing with Related Party Transactions which is available on its
website at the link: https://stocksandsecurities.adityabirlacapital.com/investor
RISK MANAGEMENT
Risk Management is at the core of our business and ensuring we have the right
Risk-Return trade off in keeping with our risk appetite is the essence of our Risk
Management practices while looking to optimise the returns that go with that risk.
The Risk Governance Committee of the Board has framed the Risk Management Policy of the
Company and monitors its implementation. The objectives and scope of the Risk Governance
Committee broadly include:
• Risk Identification.
• Risk Assessment.
• Risk Response and Risk Management Strategy; and
• Risk Monitoring, Communication and Reporting.
Over the years, the Company has built a strong Risk Management Framework supported by
well-established policies and procedures and a talented pool of Risk Professionals. The
Company was able to face unprecedented challenges during the year and emerged stronger
during these turbulent times due to some of these policies and frameworks.
The organisational structure to manage the risk consists of "Three lines of
defense":
First is: Line Management (Functional Heads) to ensure that accountability and
ownership is as close as possible to the activity that creates the risks;
Second is: Risk Oversight including the Risk and Compliance Function, Business Head
and the Risk Governance Committee (RMC);
Third is: Independent Assurance through Internal Audit, conducted by Independent
Internal Auditors, whose work is reviewed by the Audit Committee.
The robust Risk Management framework proactively addresses risks while looking to
optimise the returns that go with that risk.
In view of the increased digitalisation, there was a continued focus on Cyber Security
and the Company continued to invest in a strong Cyber Defense Programme.
BUSINESS CONTINUITY
The Company has well-documented Business Continuity Management Programmes which have
been designed to ensure continuity of critical processes during any disruption. A robust
Disaster Recovery framework has been put in place to ensure uninterrupted operations and
service to customers.
In view of the increased move to digital and the adoption of new technologies, there
was a continued focus on Cyber Security and the Company continued to invest in a strong
Cyber Defense Programme.
The Risk Management teams of the Company are continuously scanning the internal and
external environment to identify Risks and, to capitalise upon the opportunities presented
in the environment.
INTERNAL FINANCIAL CONTROLS
The Company has well-established internal control systems in place which are
commensurate with the nature of its business and size, scale and complexity of its
operations. Standard Operating Procedures (SOP) and Risk Control Matrices designed to
provide reasonable assurance are in place and are being continuously monitored and
updated.
The Company also periodically engage outside experts to carry out independent review of
the effectiveness of various business processes. The observations and best practices
suggested are reviewed by the management and Audit Committee and appropriately implemented
with a view to continuously strengthening internal controls.
INTERNAL AUDIT
The Company has in place an effective Internal Audit Framework to review and assess the
efficacy of internal controls with the objective of providing the Audit Committee and the
Board of Directors with an independent and reasonable assurance of the adequacy and
effectiveness of the organisation's risk management, internal control and governance
processes. The framework is commensurate with the nature of the business, size, scale and
complexity of its operations with a Risk Based Internal Audit ("RBIA") approach.
The Company has implemented a RBIA Programme and the Risk-Based Internal Audit Plan,
including the information systems audit (IS Audit) plan, is developed based on the risk
profile of the audit universe comprising of the businesses, support / control functions,
branches, and information systems. The RBIA plan includes process audits and IS audit at
central / corporate office as well as branches. The Internal audit plan is approved by the
Audit Committee of the Board and the internal audits are undertaken on a risk-based
periodicity to independently review and validate the existing controls. Internal audit
reports are regularly reviewed by the management and necessary preventive as well as
corrective action is initiated to strengthen the controls and enhance the effectiveness of
existing control processes/systems.
Significant audit observations are presented to the Audit Committee of the Board along
with the status of management actions and the progress of implementation of
recommendations.
BOARD OF DIRECTORS
As on 31st March 2025, the Board of Directors of the Company ("the
Board") comprised 6 (Six) Directors out of which 2 (Two) are Independent
Directors and 4 (Four) are Non-Executive Directors, including 1 (One) Woman Director. The
composition of the Board of Directors is in compliance with the Provisions of Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015
(hereinafter referred also as "Listing Regulations" or SEBI (LODR), 2015) and
Section 149 of the Act.
During the year under review, the tenure of two Independent Directors on the Board of
the Company, namely Mr. P. Sudhir Rao and Mr. G. Vijayaraghavan, expired on 2nd
July 2024 upon the completion of their second term of five years as Independent Directors
of the Company. Subsequently, Mr. Sethurathnam Ravi and Mr. Sharadkumar Bhatia were
appointed by the Board of Directors as Non-Executive Independent Directors of the Company
with effect from 1st July 2024. Their appointments were approved by the
shareholders at the Annual General Meeting held on 30th July 2024.
None of the Directors of the Company are disqualified from being appointed or
re-appointed as Directors as specified in Section 164(2) of the Act.
RETIRE BY ROTATION
Pursuant to Section 152(6) of the Act read with the Articles of Association of the
Company, Mrs. Pinky Mehta, Non-Executive Director (DIN: 00020429), retires by rotation at
the ensuing Annual General Meeting ("AGM") and being eligible, offers herself
for re-appointment. The information as required to be disclosed under Regulation 36(3) of
the SEBI Listing Regulations in case of Re-appointment of Mrs. Pinky Mehta is provided in
the Notice of the ensuing 29th Annual General Meeting (AGM).
DECLARATION BY INDEPENDENT DIRECTORS
In accordance with the provisions of Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have given a
declaration that they meet the criteria of independence as provided in Section 149(6) of
the said Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold the highest standards of
integrity.
All Independent Directors of the Company have registered their name in the data bank
maintained with the Indian Institute of Corporate Affairs in terms of the provisions of
the Companies (Appointment and Qualification of Directors) Rules, 2014.
All the Independent Directors of the Company have submitted the declaration confirming
that they fulfill the criteria of independence as prescribed under the Act and the SEBI
LODR. There has been no change in circumstances affecting their status as Independent
Directors of the Company.
KEY MANAGERIAL PERSONNEL
During the financial year under review, the following were the changes in the
composition of the Key Managerial Personnel of the Company:
• Based on the recommendation of the Nomination & Remuneration Committee, the
Board of Directors, in its Meeting held on 16th July 2024, approved the
appointment of Mr. Ashok Suvarna, as the Chief Executive Officer and a Key Managerial
Personnel (KMP) of the Company effective from 1st September 2024.
• Mr. Pradeep Sharma, the Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company tendered his resignation from the position of the CFO &
KMP of the Company and the Board accepted and noted his resignation vide circular
resolution dated 28th August 2024 and he ceased to be CFO and KMP with effect
from 30th October 2024. The Board recorded its appreciation for the
contribution of Mr. Sharma during his tenure as CFO and KMP of the Company.
• As per the provisions of Section 203 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, based on the recommendation of the Nomination & Remuneration
Committee and the Audit Committee, the Board of Directors at its Meeting held on 24th
January 2025 approved the appointment of Mr. Ravindera Nahar, as the Chief Financial
Officer and Key Managerial Personnel (KMP) of the Company with effect from 24th
January 2025.
The Company has ensured that all necessary disclosures have been made to the Stock
Exchange as required under the SEBI Listing Regulations and has also filed necessary
E-Forms with the Registrar of Companies to give effect to the above appointment and
cessations.
Further, in terms with the provisions of Sections 2(51) and 203 of the Act, read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key
Managerial Personnel of the Company as on 31st March 2025 are as follows:
Name of the KMP |
Designation |
Mr. Ashok Suvarna* |
Chief Executive Officer |
Mr. Ravindera Nahar* |
Chief Financial Officer |
Mr. Murali Krishnan L.R. |
Manager |
Ms. Manisha Lakhotia |
Company Secretary |
(*Mr. Ashok Kumar Suvarna was appointed w.e.f. 01st September
2024 and Mr. Ravindera Nahar was appointed w.e.f. 24th January 2025)
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors are familiarised about the Company's operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company are also made to the
Directors. Direct meetings with the Chairman are further facilitated to familiarise the
incumbent Director about the Company/its businesses and the group practices.
The details of the familiarisation programme have been posted on the website of the
Company https://stocksandsecurities. adityabirlacapital.com/investor
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, the Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March
2025, the applicable accounting standards have been followed and there are no material
departures from the same;
b) they have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March 2025 and of the
profit of the Company for year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down Internal Financial Controls to be followed by the Company and
that such Internal Financial Controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION
The evaluation framework for assessing the performance of the Directors of the Company
comprises contributions at the Meeting(s) and strategic perspective or inputs regarding
the growth and performance of the Company provided by them, amongst others.
Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the
Framework of the Board Performance Evaluation, the Nomination and Remuneration Committee
and the Board of Directors have carried out an annual performance evaluation of the Board,
performance of various Committees of the Board, Individual Directors, and the Chairman.
The manner in which the evaluation has been carried out has been set out in the Corporate
Governance Report, which forms part of this Annual Report.
OUTCOME OF THE EVALUATION
The Board of the Company was satisfied with the functioning of the Board and its
Committees. The Committees are functioning well and besides covering the Committees' terms
of reference, as mandated by applicable laws, important issues are brought up and
discussed in the Committee Meetings. The Board was also satisfied with the contribution of
Directors in their individual capacities. The Board has full faith in the Chairman leading
the Board effectively and ensuring participation and contribution from all the Board
Members.
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board meets at regular intervals to discuss and decide on the Company's Performance
and Strategies. During the Financial Year 2024-25, the Board met 5 (Five) times on 22nd
April 2024, 5th June 2024, 16th July 2024, 16th
October 2024 and 24th January 2025.
Further details on the Board, its Meetings, composition, and attendance are provided in
the Corporate Governance Report, which forms part of this Annual Report.
AUDIT COMMITTEE
The Company has constituted an Audit Committee with its composition, quorum, powers,
role and scope in line with the applicable provisions of the Act and SEBI Listing
Regulations.
The Audit Committee comprises:
Dr. Sethurathnam Ravi Chairman, Independent Director
Mr. Sharadkumar Bhatia Independent Director
Mr. Shriram Jagetiya Non-Executive Director
Further details on the Board, its Meetings, composition, and attendance are provided in
the Corporate Governance Report, which forms part of this Annual Report.
During the year under review, all recommendations of the Audit Committee were accepted
by the Board.
OTHER COMMITTEES
The Board of Directors has also constituted the following Committees:
• Stakeholders' Relationship Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Risk Governance Committee
• PIT Regulations Committee
More information on all of the above Committees including details of their Meetings,
composition and attendance are provided in the Corporate Governance Report, which forms
part of this Annual Report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual
Return of the Company in Form MGT-7 for the Financial Year ended 31st March
2025 is available on the website of the Company and can be accessed at the link: https://
stocksandsecurities.adityabirlacapital.com/investor
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and
Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI
Firm Registration Number: 117366W/W-100018), were appointed as Statutory Auditors of the
Company for a term of 5 (Five) years from the conclusion of 24th (Twenty
Fourth) AGM till the conclusion of 29th (Twenty Nineth) AGM of the Company. The
period under review was the fifth year of the audit by M/s. Deloitte Haskins & Sells
LLP in the Company.
Therefore, the Board of Directors at its meeting held on 21st April 2025 has
recommended the re-appointment of M/s. Deloitte Haskins & Sells LLP as the Statutory
Auditors of the Company for the Second Term of 5 (Five) years from the conclusion of this
29th Annual General Meeting till the conclusion of the 34th Annual
General Meeting to be held in the year 2030. The requisite resolution for seeking approval
of the members of the Company for the re-appointment, is forming part of the Notice of the
29th Annual General Meeting of the Company.
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants have confirmed that they
meet the eligibility criteria and are free from any disqualifications as specified under
Section 141 of the Companies Act, 2013 and have affirmed their independent status.
The Auditor's report is self-explanatory and therefore does not call for any further
comments under Section 134(3)(f) of the Act. The Report does not contain any
qualification, reservation, adverse remark, or disclaimer.
The Auditors have not reported any fraud to the Audit Committee or the Board of
Directors under Section 143(12) of the Companies Act, 2013 during the year under review.
SECRETARIAL AUDITORS
In terms of the provisions of Section 204 of the Companies Act, read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. BNP & Associates, Practicing Company Secretaries, as the Secretarial
Auditor of the Company for conducting the secretarial audit of your Company for the
financial year ended 31st March 2025. The Secretarial Audit Report in Form MR-3
for the Financial Year under review, as received from M/s. BNP & Associates, Company
Secretaries, is attached as “Annexure D" to the Board's Report. The
Secretarial Audit Report does not contain any qualification, reservation, or adverse
remark.
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial
Compliance Report for the Financial Year under review will be submitted to the Stock
Exchanges and uploaded on the website of the Company at https://
stocksandsecurities.adityabirlacapital.com/investor.
Further, in line with the SEBI (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024 w.e.f.
13th December 2024, the Board of directors at its meeting held on 21st
April 2025 have approved and recommended the appointment of M/s. Dilip Bharadiya &
Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for
the term of 5 (Five) consecutive years commencing from FY 2025-26 to FY 2029-30.
The Company has received a written consent, eligibility letter and other necessary
declarations and confirmations from M/s. Dilip Bharadiya & Associates, stating that
they satisfy the criteria provided under Section 204 of the Companies Act, 2013 read with
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
and that the appointment, if made, shall be in accordance with the applicable provisions
of the Act and rules framed thereunder. The requisite resolution for seeking approval of
the members of the Company for the said appointment is forming part of the Notice of the
29th Annual General Meeting of the Company.
COST RECORDS AND AUDITORS
The Provisions of Cost Records and Cost Audit as prescribed under Section 148 of the
Companies Act, 2013 are not applicable to the Company.
REPORTING OF FRAUDS BY AUDITORS
None of the Auditors of your Company, i.e., Statutory Auditors and Secretarial
Auditors, has reported any incident of fraud to the Audit Committee or the Board of
Directors under Section 143(12) of the Act during the Financial Year under review.
SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA
The Company has complied with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2).
CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Companies Act, 2013 the Company has a Corporate
Social Responsibility (CSR) Committee consisting of the following Members:
Mr. Sharadkumar Bhatia Chairman, Independent Director Mr. Gopi Krishna Tulsian
Non-Executive Director
Mrs. Pinky Mehta Non-Executive Director
As part of its Corporate Social Responsibility (CSR) initiatives, the Company has
partnered with implementing agencies/ NGOs, namely Aditya Birla Educational Trust and
Swasthya Vriksha Foundation. Swasthya Vriksha Foundation is dedicated to conducting
awareness campaigns and organising free HPV vaccination camps across various locations in
the state of Maharashtra. These initiatives focus on educating females about HPV and
providing free vaccinations through these camps. Additionally, the Aditya Birla
Educational Trust is supporting mental health initiatives through projects titled
"Project Samvedna" and "Project Telemanas IN."
During the financial year under review, taking into account the ongoing projects
initiated in previous years, the Company allocated a CSR budget aggregating to Rs 1.04
Crore. The entire amount was spent towards CSR activities for the financial year ended 31st
March 2025.
The details of the CSR Policy/activities of the Company are provided as “Annexure
E" to this Report and also available on its website at the link:
https://stocksandsecurities. adityabirlacapital.com/investor
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations, the Company has established a Vigil Mechanism (Whistle Blower Policy)
for Directors and Employees to report concerns.
The Whistle Blower Policy has been hosted on the Company's website at the link:
https://stocksandsecurities. adityabirlacapital.com/investor
During the Financial Year under review, there was one complaint reported under the
Vigil Mechanism (Whistle Blower Policy), and the same is under investigation as on 31st
March 2025.
CODE FOR PROHIBITION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the
Company has a Board approved Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives and a Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information.
Further details on the same are forming part of the Corporate Governance Report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a policy which is in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An
Internal Committee has been set up to redress complaints, if any, received regarding
sexual harassment of women employees. The Company has complied with the provisions
relating to the constitution of Internal Committee under the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the Financial Year under review, there were no complaints received under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES
The Company is steadfast in its commitment to fostering an organisation and workplace
that attracts, retains, and nurtures exceptional talent. Our vision to emerge as a leader
and role model within the integrated financial services industry, underpinned by a
purpose-driven culture, provides our employees with meaningful and impactful work. We
firmly believe that the true essence of meaningful work is cultivated when employees align
with the organisation's overarching mission, engage with leadership, and experience a
profound sense of belonging.
Our strategic focus remains on creating an inclusive and diverse work environment that
not only embraces differences but also fosters positive relationships. We are dedicated to
providing challenging opportunities and merit-based pathways for growth, enabling
employees to shape fulfilling careers in accordance with their individual aspirations.
We are resolute in our aim to develop organisational capabilities that ensure the
sustained success of the Company in a highly competitive marketplace. This is achieved by
igniting a sense of purpose, fostering meaningful connections, and cultivating a robust
sense of belonging within the organisation. Our emphasis is on promoting an inclusive and
diverse culture that nurtures collaborative relationships, encourages the breaking of
boundaries, and provides unparalleled, meritocratic opportunities for growth and
development for all employees.
TALENT MANAGEMENT & SUCCESSION PLANNING
Our talent management strategy is carefully crafted to build a resilient and
future-ready talent pool while fortifying our leadership succession pipeline. We
prioritise the identification and development of high-potential, high-performing
individuals through comprehensive, forward-thinking development programmes. The ultimate
objective is to cultivate leaders who are not only driven by a commitment to customer
value but also demonstrate excellence in execution. Furthermore, we place a strong
emphasis on equipping our workforce with skills that are critical for the future,
particularly in Digital, Technology, Risk, and Analytics, through various strategic
initiatives and global partnerships.
EMPLOYEE WELLNESS AND ENGAGEMENT
We are dedicated in our commitment to maintaining a vibrant, engaging, and supportive
environment that prioritises the well-being of our employees. This commitment is
reflective of our progressive corporate culture, which actively encourages connection and
camaraderie through various events, town halls, leadership sessions, and milestone
celebrations. These initiatives ensure that employees feel recognised, valued, and deeply
engaged, enhancing morale, productivity, and overall motivation.
Employee wellness forms the cornerstone of our organisational philosophy. We adopt a
holistic approach to well-being that addresses the Physical, Emotional, Financial,
Intellectual, and social dimensions of our employees' lives. Our comprehensive wellness
programmes, which include health coaching and tailored wellness solutions, exemplify our
dedication to creating a healthier, more satisfying work environment.
LEARNING AND DEVELOPMENT
Our commitment to continuous learning and professional development ensures that our
employees are equipped with the requisite skills and knowledge to excel in their roles.
Through our AI-enabled learning tools and the Gyanodaya Virtual Campus (GVC), employees
have access to an extensive suite of courses, videos, and webinars, facilitating flexible,
self-paced learning. These platforms offer a wealth of resources across various
disciplines, including sustainability, regulatory compliance, and functional training.
Additionally, we focus on building leadership capabilities among frontline managers,
offering multi-product training that enhances cross-selling and up-selling skills. These
learning modules are seamlessly integrated into our onboarding processes, ensuring that
all employees have access to continuous opportunities for growth and development.
OTHER DISCLOSURES
In terms of applicable provisions of the Act and SEBI Listing
Regulations, the Company discloses that during the Financial
Year under review:
i. there were no material changes and commitments affecting the financial position of
the Company which has occurred between the end of the Financial Year of the Company i.e.
31st March 2025 and till the date of this Board's Report.
ii. the Company has not given loans, made investments or provided guarantees or
securities as covered under Section 186 of the Companies Act, 2013.
iii. there was no change in the nature of business of the Company.
iv. no significant or material orders were passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
v. no application has been made nor is any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year under review.
vi. there was no transfer of unpaid or unclaimed amount to Investor Education and
Protection Fund (IEPF).
ACKNOWLEDGEMENT
The Board expresses its sincere appreciation for the support and cooperation extended
by our various partners and business associates. We gratefully acknowledge the ongoing
assistance and support provided by all statutory and regulatory authorities.
The Board also wishes to place on record its deep appreciation for the exemplary
contributions made by the employees of the Company at all levels. Their dedication and
enthusiasm have been pivotal to the Company's growth.
For and on behalf of the Board of Directors Aditya Birla Money Limited
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Gopi Krishna Tulsian |
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Chairman |
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DIN: 00017786 |
Place: Mumbai |
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Date: 21st April 2025 |
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