Aditya Birla Money : Notice of 27th AGM

NOTICE is hereby given that the 27th (Twenty Seventh) Annual General Meeting of the Members of ADITYA BIRLA MONEY LIMITED will be held on Thursday, 06th July 2023 at 11.00 A.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the fiinancial year ended 31st March 2023, together with the Reports of the Board of Directors and the Auditors thereon.
2. To appoint a Director in place of Mr. Shriram Jagetiya (DIN: 01638250) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Enhancement of Borrowing Limit of the Company up to ₹2,500 Crore

To consider and, if thought fiit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT in supersession of the earlier resolution passed at the Annual General Meeting held on 12th July 2022 and pursuant to Section 180(1)(c) and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, consent of the members be and is hereby accorded to the Board of Directors of the Company, to borrow for and on behalf of the Company, from time to time, any sum or sums of money, in any manner and without prejudice to the generality thereof, by way of loans, advances, credits, issuance of Commercial Papers, acceptance of deposits, overdraft facilities, lines of credit, Bank Guarantee, Commercial Borrowings, Bill Discounting, Debentures, Bonds, Inter- Corporate Deposits

and/or other instruments, Fund/Non-Fund Based facilities or otherwise in any other form (apart from temporary loans obtained or to be obtained from the Company's Bankers in the ordinary course of business) or otherwise in Indian Rupees or any other foreign currency, from Banks, Financial Institutions, Non-Banking Financial Companies, Mutual Funds, Bodies Corporate, Insurance Companies, Associates or any other Lender including by way of availing credit limits through Non-Fund based limits i.e. Bank Guarantee, Letter of Credit, etc. or by any other means as deemed fiit by it, against the security of term deposits, movables, immovable or such other assets as may be required or as, and if secured, whether by way of mortgage, charge, hypothecation, pledge or otherwise in any way whatsoever on or in respect of all or any of the Company's assets, properties or undertakings including uncalled capital, stock in trade, notwithstanding that the monies so borrowed together with the monies already borrowed, if any, by the Company (apart from temporary loans and credits obtained from the Company's bankers in the ordinary course of business), may exceed the aggregate of the Company's paid-up share capital, free reserves (i.e. reserves not set apart for any specifiic purpose) and securities premium, provided that the total amount so borrowed and outstanding at any time shall not exceed H 2,500 Crore (Rupees Two Thousand Five Hundred Crore only) over and above the aggregate of the paid-up share capital, free reserves and securities premium.

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."

4. Creation of Charge on Movable and Immovable Properties of the Company up to ₹2,500 Crore

To consider and, if thought fiit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT in supersession of the earlier resolution passed at the Annual General Meeting held on 12th July 2022 and pursuant to Section 180(1)(a) and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, consent of the members be and is hereby accorded to the Board of Directors of the Company to create charges, mortgages, pledges and hypothecations on the movable and immovable properties or assets or undertakings of the Company, whether tangible or otherwise, situated in or outside India, both present and future, in favour of the Banks, Financial Institutions, Non-Banking Financial Companies, Mutual Funds, Bodies Corporate, Business Associates or any other lenders or debenture trustees to secure the amount borrowed by the Company or any third party from time to time for the due payment of the principal together with

interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect of such borrowings provided that the maximum extent of the indebtedness secured by the properties of the Company does not exceed H 2,500 Crore (Rupees Two Thousand Five Hundred Crore only) at any time.

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."

By Order of the Board of Directors

For Aditya Birla Money Limited

Divya Poojari

Company Secretary

Place: Mumbai

Date : 21st April 2023

NOTES:

A] ANNEXURE TO NOTICE AND ANNUAL REPORT

1. The details pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), in respect of Director seeking re- appointment is annexed.
2. The explanatory statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013, relating to special business to be transacted at the Meeting is annexed.
3. SEBI has vide Circular No. SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated 05th January 2023 read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020, dispensed with the requirement of sending physical copies of Annual Report to the Members under Regulation 36(1)(b)&(c) of the SEBI Listing Regulations till 30th September 2023.
4. In line with the MCA Circular No. 10/2022 dated 28th December 2022, the Notice calling the AGM and the Annual Report for the fiinancial year 2022-23 has been uploaded on the website of the Company at www. adityabirlamoney.com.
5. The Notice can also be accessed on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited atwww.bseindia.comand www.nseindia.comrespectively.
6. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-Voting system during the AGM) i.e. www.evotingindia.com.

B] CONDUCT OF ANNUAL GENERAL MEETING AND ATTENDANCE

1. The AGM will be convened through Video Conferencing (VC) or Other Audio Visual Means (OAVM) in compliance with applicable provisions of the Companies Act, 2013, Ministry of Corporate Affairs (MCA) Circular No.14/2020 dated 8th April 2020, Circular No.17/2020 dated 13th April 2020, Circular No.20/2020 dated 5th May 2020, Circular No.02/2021 dated 13th January 2021, Circular No. 19/2021 dated 8th December 2021, Circular No. 21/2021 dated 14th December 2021, Circular No.2/2022 dated

NOTICE

5th May 2022 and Circular No. 10/2022 dated

28th December 2022. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
2. Pursuant to MCA Circular No. 14/2020 dated 8th April 2020, the facility to appoint proxy to attend and cast vote for the Members is not available for this AGM. SEBI has vide Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05th January 2023 read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020, dispensed with the requirement of sending proxy forms to the Members under Regulation 44(4) of the SEBI Listing Regulations till 31st December 2022.
3. In pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the Members can attend the AGM through VC/OAVM and cast their votes through e-Voting.
4. A Corporate Member intending to attend the AGM through its authorised representative is requested to send to the Company a certifiied copy of the Board Resolution authorizing such representative to attend and vote on its behalf at the Meeting.

C] SPEAKERS

1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at abml.investorgrievance@adityabirlacapital.com.
2. The Shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number atabml.investorgrievance@adityabirlacapital.com.
   These queries will be replied to by the Company suitably by email.
3. Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

D] REMOTE E-VOTING FACILITY

1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI Listing Regulations, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM.
2. The Board of Directors has appointed M/s. BNP & 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. The Register of Members will remain closed from 30th June 2023 to 06th July 2023 (both days inclusive).
5. 29th June 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.
6. The e-Voting period begins on Monday, 03rd July 2023 at
7. 1. a.m. and will end on Wednesday, 05th July 2023 at
   1. p.m.

During this period, Shareholders of the Company holding shares either in physical or dematerialized form, as on the cut-off date (record date) of 29th June 2023 may cast their vote electronically.

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

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 and joining virtual meeting through Depository.

F] REGISTRATION OF NON-INDIVIDUAL SHAREHOLDERS AND CUSTODIANS

1. Non-IndividualShareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.comand 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 tohelpdesk.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 tohelpdesk.evoting@cdslindia.comand 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.

Individual Shareholders holding securities in demat mode with CDSL

If registered for CDSL Easi / Easiest facility

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication.
2. The URL for users to login to Easi / Easiest are requested to visitwww.cdslindia.comand click on Login icon and select New System Myeasi.
3. 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.
4. 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