PROSPECTUS
Dated October 4, 2021

lease read section 2 of the Companies Act, 2013
Book Built Offer

‘THIS PROSPECTUS 15 NOT AN ADVERTISEMENT UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (MUTUAL FUNDS) REGULATIONS, 1996, AS AMENDED AND IS NOT INTENDED TO INFLUENCE,
INVESTMENT DECISIONS OF ANY CURRENT OR PROSPECTIVE INVESTORS OF THE SCHEMES OF ADITYA BIRLA SUN LIFE MUTUAL FUND

Aditya Birla Sun Life AMC Ltd. PAY)
et ce Ve

ADITYA BIRLA SUN LIFE AMC LIMITED

(Our Company was originally incorporated as “Bisla Capital International AMC Limited’ at Mumbai, Maharashtra asa public company under the Companies Act, 1956, pursuant toa cenificate of incorporation dated September 5,
1994, issued by the RoC and commenced operations pursuant to a certificate for commencement of business dated November 10, 1994, issued by the RoC. Further, the name of our Company was changed from “Birla Capital

International AMC Limited to “ra Sun Life Asst Management Company Limited’ pursuan! to which a revised certificate of incorporation was issued bythe ROC dated June 29,1955. Subsequently the name of our Company was
changed from “Birla Sun Life Aset Management Company Limited’ to “Adiya Birla Sun Life AMC Limited and w revised ceifiate of incorporation dated July 17, 2017 pursuant to change of name was ised by the ROC. For
further details in selton to the changes in the name and registered office of our Company, se “History and Certain Corporate Mater” beginning on page 172.
Registered and Corporate Office One World Centr, Tower 1, 17" Floor, lpiter Mills Senapai Bapat Mar, Elphinstone Road, Mums, 400013, Maharasht, Inds
“Telephone: #81:22 4956 8008; Contact Person: Hemant Wadhwa, Head - Compliance, Legal and Secretarial, Company Secretary and Compliance officer
E-mail: ABSLAMC.CS@adiyabiacapital com; Website tps mutualfandadtyabilacaptl com
‘Corporate identity Number: U6S951MHI994PL. 080811
RE SETA NTE NTS INC

INITIAL PUBLIC OFFER OF 38,880,000" EQUITY SHARES OF FACE VALUE OF 85 EACH (“EQUITY SHARES") OF ADITYA BIRLA SUN LIFE AMC LIMITED (“COMPANY”) FOR CASH AT A PRICE
OF 712 PER EQUITY SHARE (“OFFER PRICE") AGGREGATING TO 227,682.56 MILLION (THE “OFFER*) THROUGH AN OFFER FOR SALE OF 2,850,860" EQUITY SHARES AGGREGATING TO
£2029.2 MILLION BY ADITYA BIRLA CAPITAL LIMITED (“ABCL") AND 36,005,120" EQUITY SHARES AGGREGATING 10 €25,652.73 MILLION BY SUN LIFE (INDIA) AMC INVESTMENTS INC.
(SUN LIFE ANIC” TOGETHER WITH ABCL, THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFERED SHARES").

‘THE OFFER INCLUDES A RESERVATION OF 1,944000* EQUITY SHARES, FOR SUBSCRIPTION BY ABCL SHAREHOLDERS (AS DEFINED HEREINAFTER) (THE “ABCL SHAREHOLDERS
RESERVATION PORTION"). THE OFFER LESS THE ABCL SHAREHOLDERS RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER", AGGREGATING TO 36:36,000
EQUITY SHARES, THE OFFER AND THE NET OFFER SHALL CONSTITUTE 12.50% AND 12.83% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.
‘THE FACE VALUE OF EQUITY SHARES IS &5 EACH. THE OFFER PRICE AND THE ANCHOR INVESTOR OFFER PRICE IS 142.40 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE
BAND AND THE MINIMUM BID LOT WERE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH THE GLOBAL COORDINATORS AND BOOK RUNNING.
LEAD MANAGERS AND THE BOOK RUNNING LEAD MANAGERS AND WERE ADVERTISED IN ALL EDITIONS OF ENGLISH NATIONAL DAILY NEWSPAPER, FINANCIAL EXPRESS, ALL EDITIONS
OF HINDI NATIONAL DAILY NEWSPAPER, JANSATTA AND MUMBAI EDITIONS OF THE MARATHI DAILY NEWSPAPER NAVSHAKTI (MARATHI BEING THE REGIONAL LANGUAGE OF
MAHARASHTRA, WHERE OUR REGISTERED AND CORPORATE OFFICE 1S LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND WERE MADE
AVAILABLE TO BSE LIMITED (BSE") AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (*NSE", AND TOGETHER WITH BSE, THE “STOCK EXCHANGES*) FOR THE PURPOSE OF
UPLOADING ON THEIR RESPECTIVE WEBSITES,

‘Subject o fins fhe Bass of Alotment

The Ofer was made in ens of Rale 19@2)6) of he Secures Contacts (Regulation) Rules, 1057 aw amended SCRA) sed with Regulation SY ofthe Securiics and Exchange Board of alia (ane of Capital and Dincone
Requirements) Regulations, 2018, as amended *SEBIICDR Regulations). The Ofer was made i accordance with Regulation 6(1) ofthe SEBI ICDR Regulations and thugh a Book Building Process wherein not more than
Sih ofthe Net Ofer was made available for allocation on a proportionate bass to Qualified fstitationsl Buyers ("QBs and such potion, the “QHB Portion"). Our Company andthe Selling Shrsholes, in consultation with
the Global Coordinators and Book Running Lead Managers andthe Book Running Lead Managers, allocated 60% ofthe QIB Porton o Anchor Investors on discretionary bassin accordance withthe SEBI ICDR Regulations
(Anchor Investor Porton’), out of which atleast one-third was made available fr allocation to domestic Mutual Funds oly, subject ovaid Bids having been received from the domestic Matal Funds tor above the Anchor
Investor Allocation Pie, Further, 5% of the Net QU Porton was made available for allocation on a proportionate bass to Mutual Funds only, and he remainder ofthe Net QIB Portion was made available for allocation on
proportionate basso all QIB Bidders eer than Anchor Investors, ncuding Mutual Funds, subject oval Bids having heen recived at or above the Oiler Price. Further, ot less han 159% ofthe Net Offer was made avaiable
forallcation ona proportionate basis to Non-nsitional Bidders and nat ess than 359% of the Net Ofer ws made avilable for sllocation o Retail individu! Bidders ("RIB") in accordance with SEBI ICDR Regulations, subject,
to valid Bids having ben ceived ator above the Ofer rice. Al potential Bidders, ater than Anchor Investors, were equred to mandatory wile the Application Supported by Blocked Amount (“ASBA") proces by providing
deals oftheir espective bank account (including UPI ID (defined hereinafter in case of RIBS) which was blocked by the SSB, opicipate inthe Ofer Anchor investors werent permitd to participate nthe Anchor Investor,
Postion through the ASBA proces, For deal ce “Offer Procedure” beginning on pase 326

 

 

 

 

 

 

 

 

 

"This being the first public issue of Equity Shares of our Company, there has been no formal market for dhe Equity Shares, The face value of each Equity Share is &5, The Ofer Price (determined and justified by our Company and
the Selling Shareholders in consultation with the Global Coordinators and Book Running Lead Managers and the Book Running Lead Manager, in accordance with the SEBI ICDR Regulations), and on the basi ofthe assessment
tof market demand forthe Equity Shares by way of the Book Building Process as stated in “Basis for Offer Price” beginning on page B1 should not be taken ta be indicative of the market price ofthe Equity Shares alter the Equity
Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing

 

   

 

Tavestments in equity and equity-related securities involve a degre of risk and Bidders should not invest any funds inthe Olfer unless they can alfod to take the risk of losing their investment, Bidders are advised to read the risk
factors carefully before taking an investment decision inthe Offer. For taking an investment decision, Bidders must rely on their own examination of our Company andthe Ofer, including the risks involved. The Equity Shares in
the Offer have neither been recommended, nor approved by the Securities and Exchange Board of India (“SEBI"), nor does SEBI guarantee the accuraey or adequacy of the contents of this Prospectus. Specific altention of the

Bidders is invited 1o “Risk Factors” beginning on page 25.
LSA RST TTT

(Gur Company, having made all reasonable inquires, accepts responsibilty for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material inthe context of the Offer, that,
the information contained in this Prospectus is tre and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honesty held and that there are no other fact,
the omission of which makes this Prospectus as a whole or any of such information ofthe expression of any such opinions oF intentions misleading in any material respect, Further, each ofthe Selling Shareholders, severally and
‘not jointly, accepts responsibilty for and confirms only statements expressly made by such Selling Shareholder inthis Prospectus solely in relation to itself and its respective portion of the Offered Shares and assumes responsibility
that such Statements are tue and correct in all material respects and not misleading in any material respect. The Selling Shareholders assume no responsibility for any other statement, including, iter alia, any of the statements
made by or relating to our Company, or the other Selling Shareholder or in relation o our Company's business in this Prospectus

 

 

 

 

 

“The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be ised on the Stock Exchanges. Our Company has received “in-principe’ approvals from BSE and NSE for the listing of the
Equity Shares pursuant to lewers dated May 31, 2021 and June 4, 2021, respectively. For the purposes ofthe Offer, the Designated Stock Exchange is NSE. A signed copy of the Red Herring Prospectus has been and a signed copy
of this Prospectus shall be filed withthe RoC in accordance with Section 26(4) and Section 32 ofthe Companies Act, For details ofthe material contacts and documents which were made available for inspection from the date of
the Red Herring Prospectus up to the Bid/Olfer Closing Dat, see “Material Contracts and Documents for inspection” beginning on page 290

‘GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGERS

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'BIDIOFFER OPENED ON. ‘Wednesday, September 29, 2021
BID/OFFER CLOSED ON Friday, October 1, 2021

 

# in compliance withthe proviso t Regulation 21A ofthe SEBT Merchant Banker Regulations and Regulation 233) ofthe SEBIICDR Regulations, ICICT Secures Limited hasbeen ivoWed only a marketing ofthe Offer. ICICT Secures Fas signed he
‘due diligence certificate and has been disclosed as @ BRLM forthe Offer.
* The Anchor InvesorBid/Ofer Period was one Working Day prior ro the Bid Offer Opening Date Le September 28, 2021.
(This page is intentionally left blank)
TABLE OF CONTENTS

SECTION I: GENERAL......

DEFINITIONS AND ABBREVIATIONS ...
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
FORWARD-LOOKING STATEMENTS ....

SUMMARY OF THE OFFER DOCUMENT......

SECTION II: RISK FACTORS...

 

 

 

 

SECTION III: INTRODUCTION

 

THE OFFER...
SUMMARY OF FINANCIAL INFORMATION
GENERAL INFORMATION...
CAPITAL STRUCTURE ..
OBJECTS OF THE OFFER
BASIS FOR OFFER PRICE .
STATEMENT OF SPECIAL TAX BENEFITS ......

SECTION IV: ABOUT OUR COMPANY...

INDUSTRY OVERVIEW ..
OUR BUSINESS .....
KEY REGULATIONS AND POLICIES
HISTORY AND CERTAIN CORPORATE MATTER:
OUR MANAGEMENT......
OUR PROMOTERS AND PROMOTER GROUP ..
OUR GROUP COMPANIES
DIVIDEND POLICY......

SECTION V: FINANCIAL INFORMATION .....

RESTATED CONSOLIDATED FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION
CAPITALISATION STATEMENT...
RELATED PARTY TRANSACTIONS
FINANCIAL INDEBTEDNESS ..

 

 
 
 
  
 

 

 

 
 
  
 
  
 
 
 

 

 
 
  
 
 

 

SECTION VI: LEGAL AND OTHER INFORMATION ....

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
GOVERNMENT AND OTHER APPROVALS...
OTHER REGULATORY AND STATUTORY DISCLOSURE

SECTION VII: OFFER INFORMATION ....

TERMS OF THE OFFER
OFFER STRUCTURE...
OFFER PROCEDURE......
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIE

SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION......
SECTION IX: OTHER INFORMATION.....
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION...
DECLARATION.....

 

 
 
 

 

 

 

 

 

 

 

 

@
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or
unless otherwise specified, shall have the meaning as provided below. References to any legislations, acts, regulations,
rules, directions, guidelines, circulars, notifications, clarifications or policies shall be to such legislations, acts,
regulations, rules, guidelines or policies as amended, updated, supplemented, re-enacted or modified, from time to time,
and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under such
provision.

The words and expressions used in this Prospectus, but not defined herein shall have the meaning ascribed to such terms
under the SEBI ICDR Regulations, the Companies Act, the SCRA, and the Depositories Act and the rules and regulations
made thereunder.

The terms not defined herein but used in “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and
Policies in India”, “Basis of Offer Price”, “History and Certain Corporate Matters”, “Our Group Companies”, “Restated
Consolidated Financial Information”, “Outstanding Litigation and Material Developments”, “Main Provisions of Articles
of Association” and “Offer Procedure” beginning on pages 84, 86, 161, 81, 172, 203, 213, 290, 343 and 326, respectively,
shall have the meanings ascribed to such terms in these respective sections.

 

General Terms

 

 

 

Term Description
“our Company” or “the Issuer” or | Aditya Birla Sun Life AMC Limited, a public limited company incorporated under the Companies
“the Company” Act, 1956 and having its Registered and Corporate Office at One World Center, Tower 1, 17" Floor,
Jupiter Mills, Senapati Bapat Marg, Elphinstone Road, Mumbai, 400 013, Maharashtra, India
“we” or “us” or “our” Unless the context otherwise indicates or implies, our Company together with its Subsidiaries, on a
consolidated basis

 

 

 

 

 

Company Related Terms

Term Description
ABCL Aditya Birla Capital Limited
BG Holdings BG Holdings Private Limited

 

“Articles of Association” or | Articles of association of our Company, as amended from time to time
“AoA” or “Articles”
Audit Committee Audit committee of our Board, as described in “Our Management — Committees of the Board”
beginning on page 189

“Board” or “Board of Directors” | Board of Directors of our Company or a duly constituted committee thereof

 

 

 

 

 

Chairman Non-Executive Chairman of our Board, namely, Kumar Mangalam Birla
“Chief Financial Officer” or | Chief financial officer of our Company, namely, Parag Joglekar

“CEO”

Committee(s) Duly constituted committee(s) of our Board of Directors

 

“Corporate Social Responsibility | Corporate social responsibility committee of our Board, as described in “Our Management —
Committee” or “CSR Committee” | Committees of the Board” beginning on page 189

 

 

 

 

 

 

CRISIL or CRISIL Research CRISIL Limited

CRISIL Report Report titled ‘Assessment of mutual fund industry in India’ of September 2021 issued by
CRISIL

Director(s) Director(s) on the Board of our Company

Equity Shares Unless otherwise stated, equity shares of our Company bearing face value of &5 each

ESOP Scheme Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021

Executive Director Executive director of our Company, namely, A Balasubramanian. For details of the Executive

Director, see “Our Management” beginning on page 181

Existing Shareholders Agreement | Shareholders agreement dated May 19, 1999 entered between Birla Global Finance Limited, BG
Holdings (formerly Birla Group Holdings Limited), Sun Life AMC, Sun Life Assurance Company
of Canada and our Company, subsequently amended and restated pursuant to an agreement dated
October 10, 2012 and further amended pursuant to amendment agreements dated December 24,
2015 and January 14, 2021

Head - Compliance, Legal and|Head - Compliance, Legal and Secretarial, Company Secretary and Compliance officer of our
Secretarial, Company Secretary | Company, namely, Hemanti Wadhwa

and Compliance officer

 

 

 

 

 

Group Companies Companies as identified in “Our Group Companies” beginning on page 203,

Independent Director(s) Independent director(s) on our Board. For details of the Independent Directors, see “Our
Management” beginning on page 181

IPO Committee The IPO committee of our Board

 

 

 

 
 

Term

Description

 

Key Managerial Personnel

Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Regulations and Section 2(51) of the Companies Act, as described in “Our Management — Key
Managerial Personnel” beginning on page 195

 

Managing Director and Chief
Executive Officer

Managing Director and Chief Executive Officer of our Company, namely, A Balasubramanian

 

Materiality Policy

The policy adopted by our Board on April 14, 2021 and September 8, 2021, as applicable, for
identification of Group Companies, material outstanding litigation and outstanding dues to material
creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations

 

“Memorandum of Association” or
“MoA”

Memorandum of association of our Company, as amended from time to time

 

“Nomination, Remuneration and
Compensation Committee” or
“NRC Committee”

Nomination, remuneration and compensation committee of our Board, as described in “Our
Management — Committees of the Board” beginning on page 189

 

Non-Executive Directors

The Non-Executive Directors of our Company namely, Kumar Mangalam Birla, Ajay Srinivasan,
Sandeep Asthana and Colm Freyne

 

Promoters

Promoters of our Company, being, ABCL and Sun Life AMC

 

Promoter Group(s)

Entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the
SEBI ICDR Regulations, as described in “Our Promoter and Promoter Group” beginning on page
198

 

Registered and Corporate Office

The registered and corporate office of our Company located at One World Center, Tower 1, 17°
Floor, Jupiter Mills, Senapati Bapat Marg, Elphinstone Road, Mumbai, 400 013, Maharashtra, India

 

 

“Registrar of Companies” or | Registrar of Companies, Maharashtra at Mumbai
“RoC”
Restated Amendment and | Restated amendment and termination agreement entered into between ABCL, Sun Life AMC and

Termination Agreement

our Company dated September 9, 2021

 

Restated Consolidated Financial
Information

Our restated consolidated statements of assets and liabilities as at and for the three months period
ended June 30, 2021 and June 30, 2020 and financial year ended March 31, 2021, March 31, 2020
and March 31, 2019 and the restated consolidated statements of profit and loss (including other
comprehensive income), the restated consolidated statement of changes in equity and the restated
consolidated cash flow statement as at and for the three months period ended June 30, 2021, June
30, 2020 and financial year ended March 31, 2021, March 31, 2020 and March 31, 2019 of our
Company together with the summary statement of significant accounting policies, and other
explanatory information thereon, derived from audited consolidated financial statements as at and
for the three months period ended June 30, 2021 and June 30, 2020 prepared in accordance with
Ind AS 34, and financial year ended March 31, 2021, March 31, 2020 and March 31, 2019, together
with the annexures and notes thereto prepared in accordance with Ind AS and restated in accordance
with requirements of Section 26 of Part I of Chapter III of the Companies Act, the SEBI ICDR
Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued
by the ICAI

 

Restated Inter-se Agreement

The amended and restated inter-se agreement entered into between ABCL and Sun Life AMC dated
September 9, 2021

 

Risk Management Committee

Risk management committee of our Board, as described in “Our Management - Committees of the
Board” beginning on page 189

 

Selling Shareholders

ABCL and Sun Life AMC

 

 

 

 

Shareholder(s) Equity shareholder(s) of our Company from time to time
Stakeholders’ Relationship | Stakeholders’ relationship committee of our Board, as described in “Our Management - Committees
Committee of the Board” beginning on page 189

Statutory Auditors The present statutory auditors of our Company, being S R Batliboi & Co. LLP

Subsidiaries The subsidiaries of our Company as described in “History and Certain Corporate Matters — Our

Subsidiaries” beginning on page 177

 

Sun Life AMC

Sun Life (India) AMC Investments Inc.

 

Sun Life Group

Those companies in which Sun Life Financial Inc., or any of its successors, has a direct or indirect
controlling interest (it being understood that these companies include, without limitation, Sun Life
Assurance Company of Canada and Sun Life AMC)

 

Offer Related Terms

 

Term

Description

 

ABCL Shareholders

Individuals and HUFs who are the public equity shareholders of ABCL (being one of our
Promoters), excluding depository receipt holders of ABCL and such other persons not eligible to
invest in the Offer under applicable laws, rules, regulations and guidelines, as on the date of the
Red Herring Prospectus

 

ABCL Shareholders Reservation
Portion

Reservation of 1,944,000* Equity Shares aggregating to 1,384.13 million, available for allocation
to ABCL Shareholders
Subject to finalisation of the Basis of Allotment

 

‘Acknowledgement Slip

 

 

The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form

 

 
 

Term

Description

 

Addendum

The addendum dated August 17, 2021 to the Draft Red Herring Prospectus dated April 19, 2021
filed with SEBL

 

Allot, Allotment or Allotted

Unless the context otherwise requires, transfer of the Equity Shares pursuant to the Offer to the
successful Bidders

 

Allotment Advice

A note or advice or intimation of Allotment sent to the successful Bidders who have been or are to
be Allotted Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange

 

Allottee

A successful Bidder to whom the Equity Shares are Allotted

 

Anchor Investor

A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in accordance with
the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who
has Bid for an amount of at least 100 million

 

Anchor Investor Allocation Price

2712.00 per Equity Share

 

Anchor Investor Application
Form

The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in terms of the Red Herring Prospectus
and this Prospectus

 

Anchor Investor Bid/Offer Period

‘September 28, 2021, being one Working Day prior to the Bid/Offer Opening Date, on which Bids
by Anchor Investors were submitted and allocation to Anchor Investors was completed

 

Anchor Investor Offer Price

2712.00 per Equity Share

The Anchor Investor Offer Price was decided by our Company and the Selling Shareholders, in
consultation with the Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers

 

Anchor Investor Pay-in Date

With respect to Anchor Investor(s), the Anchor Investor Bid/Offer Period, i.e., September 28, 2021

 

Anchor Investor Portion

60% of the QUB Portion or 11,080,800" Equity Shares which were allocated by our Company and
the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead
Managers and the Book Running Lead Managers, to the Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations

One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid
Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price

*Subject to finalisation of the Basis of Allotment

 

“Application
Blocked
“ASBA”

Supported
Amount”

by
or

‘An application, whether physical or electronic, used by ASBA Bidders, to make a Bid and
authorising an SCSB to block the Bid Amount in the ASBA Account and which includes amounts
blocked by the SCSB upon acceptance of UPI Mandate Request by RIBs and ABCL Shareholders
Bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
200,000) using the UPI Mechanism

 

ASBA Account

A bank account maintained by ASBA Bidder with an SCSB for blocking the Bid Amount
mentioned in the ASBA Form and which includes a bank account of RIBs linked with UPI ID,
which is blocked upon acceptance of a UPI Mandate Request made by the RIB and ABCL
Shareholders Bidding under the ABCL Shareholders Reservation Portion (subject to the Bid
Amount being up to 200,000) using the UPI Mechanism

 

ASBA Bidders

All Bidders except Anchor Investors

 

ASBA Form

‘An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which
was considered as the application for Allotment in terms of the Red Herring Prospectus and this
Prospectus

 

Banker(s) to the Offer

Collectively, the Escrow Collection Bank, Refund Bank, Public Offer Bank and Sponsor Bank

 

Basis of Allotment

The basis on which Equity Shares will be Allotted to successful Bidders under the Offer. For details,
see “Offer Procedure” beginning on page 326

 

Bid

‘An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by an Anchor
Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe to or
purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI ICDR Regulations and in terms of the Red
Herring Prospectus and the Bid cum Application Form. The term “Bidding” shall be construed
accordingly

 

Bid Amount

The highest value of optional Bids indicated in the Bid cum Application Form and paid by the
Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case may be, upon submission
of the Bid

 

Bid cum Application Form

Anchor Investor Application Form or the ASBA Form, as the context requires

 

Bid Lot

20 Equity Shares and in multiples of 20 Equity Shares thereafter

 

Bid/Offer Closing Date

Except in relation to any Bids received from the Anchor Investors, October 1, 2021

 

Bid/Offer Opening Date

Except in relation to any Bids received from the Anchor Investors, September 29, 2021

 

Bid/Offer Period

Except in relation to Anchor Investors, the period between September 29, 2021 and October 1,
2021, inclusive of both days

 

 

Bidder/Applicant

 

Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum
Application Form and unless otherwise stated or implied, which includes an ASBA Bidder and an
Anchor Investor

 

 
 

Term

Description

 

Bidding Centres

The centres at which the Designated Intermediaries accepted the Bid cum Application Forms, being
the Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs

 

Book Building Process

Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer was made

 

“Book Running Lead Managers”
or “BRLMs”

The book running lead managers to the Offer namely, Axis Capital Limited, HDFC Bank Limited,
ICICI Securities Limited’, IIFL Securities Limited, JM Financial Limited, Motilal Oswal
Investment Advisors Limited, SBI Capital Markets Limited, and YES Securities (India) Limited

“In compliance with the proviso to Regulation 21A of the SEBI Merchant Banker Regulations and Regulation
23(3) of the SEBI ICDR Regulations, ICICI Securities Limited has been involved only in marketing of the Offer.
ICICI Securities has signed the due diligence certificate and has been disclosed as a BRLM for the Offer

 

Broker Centres

Broker centres notified by the Stock Exchanges where ASBA Bidders could have submitted the
ASBA Forms to a Registered Broker.

The details of such Broker Centres, along with the names and the contact details of the Registered
Brokers are available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)

 

 

 

Cap Price 712 per Equity Share

Client ID The client identification number maintained with one of the Depositories in relation to demat
account

“Collecting Depository | A depository participant as defined under the Depositories Act, 1996, registered with SEBI and

Participant” or “CDP”

who was eligible to procure Bids from relevant Bidders at the Designated CDP Locations in terms
of SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI

 

 

“Confirmation of Allocation} A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who were
Note” or “CAN” allocated Equity Shares, after the Anchor Investor Bid/Offer Period
Corrigendum The corrigendum dated August 30, 2021 to the Draft Red Herring Prospectus dated April 19, 2021

filed with the SEBI and the corrigendum dated September 30, 2021 to the Red Herring Prospectus
dated September 22, 2021 filed with the RoC

 

Cut-off Price

The Offer Price being 712.00 per Equity Share, finalised by our Company and the Selling
Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers.

Only RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion
(subject to the Bid Amount being up to 200,000) were entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors), Non-Institutional Bidders and ABCL Shareholders submitting Bid
Amount of more than %200,000 under the ABCL Shareholders Reservation Portion were not
entitled to Bid at the Cut-off Price

 

Demographic Details

The demographic details of the Bidders including the Bidders’ address, name of the Bidders’ father
or husband, investor status, occupation, bank account details, PAN and UPI ID, where applicable

 

Designated Branches

Such branches of the SCSBs which collected the ASBA Forms from relevant Bidders, a list of
which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, or at
such other website as may be prescribed by SEBI from time to time

 

Designated CDP Locations

Such locations of the CDPs where relevant ASBA Bidders submitted the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details of the CDPs
eligible to accept ASBA Forms are available on the websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)

 

Designated Date

The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the
Public Offer Account or the Refund Account, as the case may be, and the instructions are issued to
the SCSBs (in case of RIBs and ABCL Shareholders Bidding under the ABCL Shareholders
Reservation Portion (subject to the Bid Amount being up to %200,000) using UPI Mechanism,
instruction issued through the Sponsor Bank) for the transfer of amounts blocked by the SCSBs in
the ASBA Accounts to the Public Offer Account, in terms of the Red Herring Prospectus and this
Prospectus, following which the Equity Shares will be Allotted in the Offer

 

Designated Intermediary(ies)

Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in relation
to RIBs and ABCL Shareholders Bidding under the ABCL Shareholders Reservation Portion
(subject to the Bid Amount being up to 200,000) using the UPI Mechanism), Registered Brokers,
CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the relevant
Bidders, in relation to the Offer

 

Designated RTA Locations

Such locations of the RTAs where relevant ASBA Bidders submitted the ASBA Forms to RTAs.

The details of such Designated RTA Locations, along with names and contact details of the RTAs
eligible to accept ASBA Forms are available on the websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)

 

 

Designated Stock Exchange

 

National Stock Exchange of India Limited

 

4

 
 

Term

Description

 

“Draft Red Herring Prospectus”
or “DRHP”

The draft red herring prospectus dated April 19, 2021 filed with SEBI and issued in accordance
with the SEBI ICDR Regulations, which did not contain complete particulars of the price at which
the Equity Shares will be Allotted and the size of the Offer, read with the Addendum and the
Corrigendum dated August 30, 2021

 

 

Eligible FPI(s) FPI(5) eligible to participate in the Offer in terms of applicable law and from such jurisdictions
outside India where it is not unlawful to make an offer / invitation under the Offer and in relation
to whom the Bid cum Application Form and the Red Herring Prospectus constituted an invitation
to purchase the Equity Shares

Eligible NRI(s) NRIG) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from jurisdictions

outside India where it is not unlawful to make an offer or invitation under the Offer and in relation
to whom the Bid cum Application Form and the Red Herring Prospectus constituted an invitation
to purchase the Equity Shares

 

Escrow Account(s)

The ‘no-lien’ and ‘non-interest bearing” account(s) opened with the Escrow Collection Bank and in
whose favour the Bidders (excluding the ASBA Bidders) transferred money through direct
credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting a Bid

 

Escrow and Bank

Agreement

Sponsor

The escrow and sponsor bank agreement dated September 22, 2021 entered into between our
Company, the Selling Shareholders, the Global Coordinators and Book Running Lead Managers,
the Book Running Lead Managers, the Registrar to the Offer, the Banker(s) to the Offer and the
Syndicate Members for, inter alia, collection of the Bid Amounts from the Anchor Investors,
transfer of funds to the Public Offer Account and where applicable, refunds of the amounts collected
from the Anchor Investors, on the terms and conditions thereof, in accordance with the UPI
Circulars

 

Escrow Collection Bank

Bank, which are clearing members and registered with SEBI as a banker to an issue under the SEBI
BTI Regulations and with whom the Escrow Account was opened, in this case being, Axis Bank
Limited

 

First Bidder/Sole Bidder

The Bidder whose name is mentioned in the Bid cum Application Form or the Revision Form and
in case of joint Bids, whose name also appeared as the first holder of the beneficiary account held
in joint names

 

Floor Price

695.00 per Equity Share

 

Fugitive Economic Offender

An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018

 

“GCBRLMs” or “Global
Coordinators and Book Running
Lead Managers”

The global coordinators and book running lead managers, namely, Kotak Mahindra Capital
Company Limited, BofA Securities India Limited and Citigroup Global Markets India Private
Limited

 

“General Information Document”
or “GID”

The General Information Document for investing in public issues, prepared and issued in
accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020
and the UPI Circulars. The General Information Document is available on the websites of the Stock
Exchanges, Global Coordinators and Book Running Lead Managers and the Book Running Lead
Managers

 

Mutual Funds

Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996

 

Mutual Fund Portion

5% of the Net QIB Portion or 369,360* Equity Shares which was made available for allocation to
Mutual Funds only on a proportionate basis, subject to valid Bids having been received at or above
the Offer Price

“Subject to finalisation of the Basis of Allotment

 

Net Offer

The Offer less the ABCL Shareholders Reservation Portion

 

Net Proceeds

Proceeds of the Offer less Offer expenses. For details in relation to use of the Net Proceeds and the
Offer expenses, see “Objects of the Offer” beginning on page 79

 

Net QIB Portion

The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors

 

 

 

 

“Non-Institutional Bidders” or | All Bidders that are not QIBs or RIBs or ABCL Shareholders and who have Bid for Equity Shares,
“NIBs” for an amount of more than %200,000 (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer comprising 5,540,400* Equity
Shares which was made available for allocation on a proportionate basis to Non-Institutional
Bidders, subject to valid Bids having been received at or above the Offer Price
“Subject to finalisation of the Basis of Allotment
Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs
“Non-Resident Indians” —_ or | A non-resident Indian as defined under the FEMA Rules

“NRIGs)”

 

Offer / Offer for Sale

The initial public offer of 38,880,000* Equity Shares for cash at a price of 2712.00 each,
aggregating to 227,682.56 million, comprising an Offer for Sale of 2,850,880* Equity Shares by
ABCL aggregating to 22,029.83 million and 36,029,120* Equity Shares by Sun Life AMC
aggregating to 225,652.73 million. The Offer comprises the Net Offer and the ABCL Shareholders
Reservation Portion

Subject to finalisation of the Basis of Allotment

 

Offer Agreement

The offer agreement dated April 19, 2021 entered into between our Company, the Selling
Shareholders, Global Coordinators and Book Running Lead Managers and the Book Running Lead
Managers, pursuant to which certain arrangements are agreed to in relation to the Offer

 

 

Offer Price

 

712.00 per Equity Shares, being the final price at which Equity Shares will be Allotted to ASBA
Bidders in terms of the Red Herring Prospectus and this Prospectus. Equity Shares will be Allotted

 

5

 
 

Description

 

to Anchor Investors at the Anchor Investor Offer Price in terms of the Red Herring Prospectus and
this Prospectus.

The Offer Price was decided by our Company and the Selling Shareholders in consultation with the
Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers on
the Pricing Date in accordance with the Book Building Process and the Red Herring Prospectus and
this Prospectus

 

Offered Shares

38,880,000* Equity Shares aggregating to €27,682.56 million offered by the Selling Shareholders
in the Offer for Sale
“Subject to finalisation of the Basis of Allotment

 

Price Band

The price band of a minimum price of %695.00 per Equity Share (Floor Price) and the maximum
price of 2712.00 per Equity Share (Cap Price)

 

Pricing Date

October 4, 2021, the date on which our Company and the Selling Shareholders, in consultation with
the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers,
finalised the Offer Price being 2712.00

 

Prospectus

This prospectus dated October 4, 2021 to be filed with the RoC on or after the Pricing Date in
accordance with Section 26 of the Companies Act and the SEBI ICDR Regulations containing, inter
alia, the Offer Price has been determined at the end of the Book Building Process, the size of the
Offer and certain other information including any addenda or corrigenda thereto

 

Public Offer Account

The ‘no-lien’ and ‘non-interest bearing’ account opened, in accordance with Section 40(3) of the
Companies Act with the Public Offer Bank to receive monies from the Escrow Account and the
ASBA Accounts on the Designated Date

 

Public Offer Bank

Bank which are a clearing member and registered with SEBI as a banker to an issue, and with whom
the Public Offer Account for collection of Bid Amounts from Escrow Accounts and ASBA
Accounts has been opened, in this case being HDFC Bank Limited

 

QIB Portion

The portion of the Offer (including the Anchor Investor Portion) being not more than 50% of the
Net Offer comprising 18,468,000* Equity Shares which were made available for allocation to QIBs
(including Anchor Investors), subject to valid Bids having been received at or above the Offer Price
“Subject to finalisation of the Basis of Allotment

 

“QIBs” or “QIB Bidders” or
“Qualified Institutional Buyers”

Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations

 

 

 

 

 

 

“Red Herring Prospectus” or| The red herring prospectus dated September 22, 2021 issued by our Company in accordance with

“RHP” Section 32 of the Companies Act, and the provisions of the SEBI ICDR Regulations, which did not
have complete particulars of the price at which the Equity Shares were offered and the size of the
Offer, read with the Corrigendum dated September 30, 2021

Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from which refunds,
if any, of the whole or part, of the Bid Amount to the Anchor Investors shall be made

Refund Bank The Banker to the Offer which are a clearing member and registered with SEBI as a banker to an
issue, and with whom the Refund Account(s) has been opened and in this case being, State Bank of
India

Registered Brokers The stockbrokers registered with the stock exchanges having nationwide terminals, other than the
members of the Syndicate and eligible to procure Bids from relevant Bidders in terms of SEBI
circular number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

Registrar Agreement Registrar agreement dated April 16, 2021 entered into between our Company, the Selling
Shareholders and the Registrar to the Offer, in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer

“Registrar to the Offer” or | KFin Technologies Private Limited

“Registrar”

 

“Retail Individual Bidder(s)” or
“Retail Individual Investor(s)” or
“RII(s)” or “RIB(s)”

Individual Bidders submitting Bids, who have Bid for the Equity Shares for an amount not more
than 2200,000 in any of the bidding options in the Offer (including HUFs applying through their
Karta) and Eligible NRIs

 

Retail Portion

The portion of the Offer being not less than 35% of the Net Offer comprising 12,927,600* Equity
Shares, which were made available for allocation to RIBs in accordance with the SEBI ICDR

Regulations, subject to valid Bids having been received at or above the Offer Price
"Subject to finalisation of the Basis of Allotment

 

Revision Form

The form used by Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their Bid cum Application Forms or any previous Revision Form(s), as applicable.

QIB Bidders, Non-Institutional Bidders and ABCL Shareholders bidding under the ABCL
Shareholder Reservation Portion for a Bid Amount more than %200,000 were not allowed to
withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
RIBs and ABCL Shareholders bidding under the ABCL Shareholder Reservation Portion (subject
to the Bid Amount being up to %200,000) could revise their Bids during the Bid/Offer Period and
withdraw their Bids until Bid/Offer Closing Date

 

“RTAS” or “Registrar and Share
Transfer Agents”

The registrar and share transfer agents registered with SEBI and eligible to procure Bids from
relevant Bidders at the Designated RTA Locations in terms of SEBI circular number
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI and available on the
websites of the Stock Exchanges at www.nseindia.com and www.bseindia.com

 

 

SCORES

 

Securities and Exchange Board of India Complaints Redress System

 

6

 
 

Term

Description

 

“Self-Certified
Bank(s)” or “SCSB(s)”

Syndicate

The banks registered with SEBI, offering services (i) in relation to ASBA (other than through UPI

Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35, as

applicable, or such other website as updated from time to time, and (ii) in relation to ASBA (through
UPI Mechanism), a list of which is available on the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40 or such other
website as may be prescribed by SEBI and updated from time to time

 

Share Escrow Agent

The share escrow agent appointed pursuant to the Share Escrow Agreement namely, KFin
Technologies Private Limited

 

Share Escrow Agreement

Share escrow agreement dated September 16, 2021, entered into between our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the transfer of Equity Shares under
the Offer for Sale by the Selling Shareholders for the purposes of credit of such Equity Shares to
the demat accounts of the Allottees in accordance with the Basis of Allotment

 

Specified Locations

The Bidding centres where the Syndicate accepted Bid cum Application Forms from relevant
Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in), and updated from
time to time

 

Sponsor Bank

HDEFC Bank Limited, being a Banker to the Offer registered with SEBI, appointed by our Company
to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect
requests and / or payment instructions of the RIBs and ABCL Shareholders Bidding under the
ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000) using
the UPI Mechanism, in terms of the UPI Circulars

 

Syndicate Agreement

Syndicate agreement dated September 22, 2021 entered into between our Company, the Selling
Shareholders, the Registrar and the members of the Syndicate in relation to collection of Bid cum
Application Forms by the Syndicate

 

Syndicate Members

The intermediaries registered with SEBI who are permitted to carry out activities as an underwriter,
namely HDFC Securities Limited, Kotak Securities Limited, Motilal Oswal Financial Services
Limited, JM Financial Services Limited, SBICAP Securities Limited and Investec Capital Services
(India) Private Limited.

 

“Syndicate” or “members of the

Syndicate”

The Global Coordinators and Book Running Lead Managers, Book Running Lead Managers and
the Syndicate Members

 

Underwriters

The Global Coordinators and Book Running Lead Managers, Book Running Lead Managers and
the Syndicate Members

 

Underwriting Agreement

Underwriting agreement dated October 4, 2021, entered into between our Company, the Selling
Shareholders and the Underwriters

 

UPI

Unified payments interface which is an instant payment mechanism, developed by NPCI

 

UPI Circulars

SEBI circular no, CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular no.

SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47_ dated = March 31, 2021, SEBI circular no.

SEBI/HO/CED/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars or
notifications issued by SEBI in this regard

 

UPI ID

ID created on the UPI for single-window mobile payment system developed by the NPCI

 

UPI Mandate Request

A request (intimating the RIB and ABCL Shareholders Bidding under the ABCL Shareholders
Reservation Portion (subject to the Bid Amount being up to 200,000) by way of a notification on
the UPI application and by way of a SMS for directing the RIB and ABCL Shareholders Bidding
under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
200,000) to such UPI mobile application) to the RIB and ABCL Shareholders Bidding under the
ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000) initiated
by the Sponsor Bank to authorise blocking of funds on the UPI application equivalent to Bid
Amount and subsequent debit of funds in case of Allotment

 

UPI Mechanism

Process for applications by RIBs and ABCL Shareholders Bidding under the ABCL Shareholders
Reservation Portion (subject to the Bid Amount being up to %200,000) submitted with
intermediaries with UPI as mode of payment, in terms of the UPI Circulars

 

Wilful Defaulter

‘A company or person, as the case may be, categorised as a wilful defaulter by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by
the RBI

 

 

Working Day

 

All days on which commercial banks in Mumbai are open for business, provided however, with
reference to (a) announcement of Price Band; and (b) Bid/Offer Period, the term Working Day shall
mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in
Mumbai are open for business; and (c) the time period between the Bid/Offer Closing Date and the
listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of

 

 
 

Description

 

the Stock Exchanges, excluding Sundays and bank holidays, as per circulars issued by SEBI,
including the UPI Circulars

 

Technical, Industry Related Terms or Abbreviations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Description
AAAUM ‘Annual average assets under management
AIF Alternative investment fund

AMC ‘Asset management company

AMFI Association of Mutual Funds of India
AUM Assets under management

B-30 cities Beyond the top 30 cities of India

ELSS Equity linked saving schemes

ETF Exchange traded funds

EM Emerging market

FoF Fund of fund

HNI High net worth investors

IMF International Monetary Fund

MAAUM Monthly average assets under management
MED Mutual fund distributor

PMS Portfolio management services

QAAUM Quarterly average assets under management
SIP Systematic investment plan

STP Systematic transfer plan

SWP Systematic withdrawal plan

TER Total expense ratio

T-30 cities The top 30 cities of India

UTI Unit Trust of India

 

Conventional and General Terms or Abbreviations

 

Term

Description

 

 

or “Rs.” or “Rupees” or
“INR”

Indian Rupees

 

“AS” or “Accounting Standards”

Accounting standards issued by the ICAI

 

“Bn” or “bn”

Billion

 

 

 

BSE BSE Limited
“CAD” or “C$” Canadian Dollar
CAGR Compound annual growth rate

 

Category I AIF

AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations

 

Category I FPIs

FPls who are registered as “Category | foreign portfolio investors” under the SEBI FPI Regulations

 

Category II AIF

AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations

 

Category II FPIs

FPls who are registered as “Category Il foreign portfolio investors” under the SEBI FPI Regulations

 

Category IIT AIF

AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations

 

 

 

CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Civil Code Code of Civil Procedure, 1908

 

Companies Act

Companies Act, 2013, as applicable, along with the relevant rules, regulations, clarifications and
modifications made thereunder

 

Consolidated FDI Policy

Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File Number
5(2)/2020-FDI Policy dated the October 15, 2020, effective from October 15, 2020

 

 

 

 

Depositories Together, NSDL and CDSL
Depositories Act Depositories Act, 1996

DIN Director Identification Number

DP ID Depository Participant’s Identification

 

“DP” or “Depository Participant”

A depository participant as defined under the Depositories Act

 

DPIUT

Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (formerly known as Department of Industrial Policy and Promotion)

 

 

 

 

 

 

 

EBITDA Earnings before interest, taxes, depreciation and amortisation

EGM Extraordinary general meeting

EPS Earnings per share

FDI Foreign direct investment

FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder

 

8

 
 

Term

Description

 

FEMA Rules

Foreign Exchange Management (Non-debt Instruments) Rules, 2019

 

“Financial Year” or “Fiscal” or
“Fiscal Year” or “FY”

Unless stated otherwise, the period of 12 months ending March 31 of that particular year

 

 

 

 

 

 

 

 

 

 

 

FPI Foreign portfolio investors as defined under the SEBI FPI Regulations

FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations

GAAR General anti-avoidance rules

GDP Gross domestic product

“Gol” or “Government” or | Government of India

“Central Government”

GST Goods and services tax

ICAL The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act The Income-tax Act, 1961

Ind AS Indian Accounting Standards notified under Section 133 of the Companies Act and referred to in
the Companies (Indian Accounting Standards) Rules, 2015, as amended

India Republic of India

 

“Indian GAAP/IGAAP”

Accounting Standards notified under Section 133 of the Companies Act and referred to in the
Companies (Accounting Standards) Rules, 2014, as amended

 

 

 

 

 

 

 

 

 

 

IPO Initial public offering

IRDAI Insurance Regulatory and Development Authority of India
IsT Indian Standard Time

IT Information Technology

IT Act The Information Technology, 2000

KYC Know Your Customer

KYD Know Your Distributor

MCA Ministry of Corporate Affairs, Government of India

“Mn” or “mn” Million

NACH National Automated Clearing House

 

National Investment Fund

National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of
the Gol, published in the Gazette of India

 

 

 

NBEC Non-Banking Financial Companies
NAV Net Asset Value
NEFT National Electronic Fund Transfer

 

Negotiable Instruments Act

The Negotiable Instruments Act, 1881

 

NPCI

National Payments Corporation of India

 

 

 

 

 

 

NR Non-Resident

NRE Non- Resident External

NRI ‘An individual resident outside India, who is a citizen of India.
NRO Non- Resident Ordinary

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

 

“OCB” or “Overseas Corporate
Body”

A company, partnership, society or other corporate body owned directly or indirectly to the extent
of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest
is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003
and immediately before such date had taken benefits under the general permission granted to OCBs
under FEMA. OCBs are not allowed to invest in the Offer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

p.a. Per annum
P/E Ratio Price to Earnings Ratio

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

PMLA Prevention of Money Laundering Act, 2002

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934

Regulation S Regulation S under the U.S. Securities Act

RoNW Return on Net Worth

RTGS Real Time Gross Settlement

Rule 144A, Rule 144A under the U.S. Securities Act

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992

 

SEBI AIF Regulations

Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

 

SEBI BTI Regulations

Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

 

SEBI FPI Regulations

Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019

 

 

SEBI FVCI Regulations

 

Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000

 

a

 
 

Term

Description

 

SEBI ICDR Regulations

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018

 

SEBI Listing Regulations

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015

 

SEBI Mutual Fund Regulations

Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

 

SEBI SBEB Regulations

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021

 

SEBI Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011

 

SEBI Portfolio Regulations

Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993

 

SEBI VCF Regulations

Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996

 

State Government

The government of a state in India

 

Stock Exchanges

BSE and NSE

 

sTT

Securities Transaction Tax

 

Systemically Important NBFC

Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
SEBI ICDR Regulations

 

 

 

 

 

 

 

 

TAN Tax deduction account number

U.S. Securities Act U.S. Securities Act of 1933, as amended

“U.S.” or “USA” or “United | United States of America

States

“USD” or “USS” United States Dollars

VCEs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF Regulations

 

10

 
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions

All references to “India” contained in this Prospectus are to the Republic of India and its territories and possessions and all
references herein to the “Government”, “Indian Government”, “Gol”, “Central Government” or the “State Government”
are to the Government of India, central or state, as applicable. All references to the “U.S.”, “US”, “U.S.A” or “United
States” are to the United States of America and its territories and possessions.

Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless indicated
otherwise, all references to a year in this Prospectus are to a calendar year.

Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus.
Financial Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Prospectus
have been derived from our Restated Consolidated Financial Information. For further information, see “Restated
Consolidated Financial Information” beginning on page 213.

The Restated Consolidated Financial Information of our Company, which comprises the restated consolidated statements
of assets and liabilities as at and for the three months period ended June 30, 2021 and June 30, 2020 and the financial years
ended March 31, 2021, March 31, 2020 and March 31, 2019 and the restated consolidated statements of profit and loss
(including other comprehensive income), the restated consolidated statement of changes in equity and the restated
consolidated cash flow statement as at and for the three months period ended June 30, 2021 and June 30, 2020 and the
financial years ended March 31, 2021, March 31, 2020 and March 31, 2019 of our Company together with the summary
statement of significant accounting policies, and other explanatory information thereon, has been derived from (i) audited
consolidated financial statements as at and for the three months period ended June 30, 2021 and June 30, 2020 prepared in
accordance with Ind AS 34, (ii) as at and for the financial years ended March 31, 2021, March 31, 2020 and March 31,
2019, together with the annexures and notes thereto prepared in accordance with Ind AS and restated in accordance with
requirements of Section 26 of Part I of Chapter III of the Companies Act, the SEB] ICDR Regulations and the Guidance
Note on “Reports in Company Prospectuses (Revised 2019)” issued by the ICAI, as approved by the Board of Directors of
our Company at their meeting held on August 17, 2021 for the purpose of inclusion in this Prospectus.

The financial statements of our Company as at and for the year ended March 31, 2021 and March 31, 2020 and as at and
for each of three months period ended June 30, 2021 and June 30, 2020 were audited by the present Statutory Auditors,
being S R Batliboi & Co. LLP. The financial statements of our Company as at and for the year ended March 31, 2019 were
audited by the previous auditors of our Company, being Deloitte Haskins & Sells, LLP, Chartered Accountants.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references
in this Prospectus to a particular FY, Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the 12 month
period ended on March 31 of that particular calendar year.

There are significant differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide reconciliation of
its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences or quantify
their impact on the financial data included in this Prospectus and it is urged that you consult your own advisors regarding
such differences and their impact on our financial data. Accordingly, the degree to which the financial information included
in this Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting policies and practices, the Companies Act, Ind AS and the SEBI ICDR Regulations. Any reliance by persons
not familiar with Indian accounting policies and practices on the financial disclosures presented in this Prospectus should,
accordingly, be limited. For risks relating to significant differences between Ind AS and other accounting principles, see
“Risk Factors — Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS,
which may be material to investors’ assessments of our financial condition” on pages 49-50.

Unless the context otherwise indicates, any percentage amounts or ratios (excluding certain operational metrics), relating
to the financial information of our Company in this Prospectus have been calculated on the basis of our Restated
Consolidated Financial Information.

Non-Generally Accepted Accounting Principles Financial Measures

Certain non-GAAP measures such as, EBITDA, return on net worth, and net asset value per equity share (“Non-GAAP
Measures’) presented in this Prospectus are a supplemental measure of our performance and liquidity that are not required
by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures are not a

11
measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered
in isolation or construed as an alternative to cash flows, profit/ (loss) for the year/ period or any other measure of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
investing or financing activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition, these Non-GAAP
Measures are not a standardised term, hence a direct comparison of similarly titled Non-GAAP Measures between
companies may not be possible. Other companies may calculate the Non-GAAP Measures differently from us, limiting its
usefulness as a comparative measure. Although the Non-GAAP Measures are not a measure of performance calculated in
accordance with applicable accounting standards, our Company’s management believes that it is useful to an investor in
evaluating us because it is a widely used measure to evaluate a company’s operating performance. See “Risk Factors -
Certain non-GAAP financial measures and other statistical information relating to our operations and financial
performance have been included in this Prospectus. These non-GAAP financial measures are not measures of operating
performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies” on page
50.

Currency and Units of Presentation

All references to:

. “CAD” are to Canadian Dollar, the official currency of Canada.

. “Rupees” or “2” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;
. “SGD” are to Singapore Dollar; and

. “USD” or “US$” are to United States Dollar, the official currency of the United States.

Our Company has presented certain numerical information in this Prospectus in “million” units. One million represents
1,000,000 and one billion represents 1,000,000,000.

However, where any figures that may have been sourced from third-party industry sources are expressed in denominations
other than millions, such figures appear in this Prospectus in such denominations as provided in the respective sources.

In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding
off. All figures derived from our Restated Consolidated Financial Information in decimals have been rounded off to the
two decimal place. However, where any figures may have been sourced from third-party industry sources, such figures may
be rounded off to such number of decimal places as provided in such respective sources.

Exchange Rates
This Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been presented solely
to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these

currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee
and the US$ (in Rupees per US$), CAD (in Rupee per CAD) and SGD (in Rupee per SGD):

(Amount in &, unless otherwise specified)

 

 

 

 

Currency As of June 30, 2021 | As of June 30, 2020 As of March 31, As of March 31, As of March 31,
2021 2020 2019*
1 US$ 74.35 75.53 73.50 75.39 69.17
1CAD 59.92 55.46 58.20 53.39 51.93
1sGD 55.25 54.16 54.43 52.96 50.72

 

 

 

 

 

 

 

 

Gource: www.rbi.org.in, www.fbil.org.in and www.xe.com)
* Exchange rate as on March 29, 2019, as March 30, 2019 being a Saturday and March 31, 2019 being a Sunday.

Industry and Market Data

Unless stated otherwise, the industry-related information contained in this Prospectus is derived from the CRISIL Report
dated September, 2021 which has been commissioned and paid for by our Company for an agreed fee for the purposes of
confirming our understanding of the industry exclusively in connection with the Offer. We officially engaged CRISIL
Research, a division of CRISIL Limited, in connection with the preparation of the CRISIL Report on March 24, 2021.

The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes
of presentation. There are no parts, data or information (which may be relevant for the proposed Offer), that have been left
out or changed in any manner. Industry publications generally state that the information contained in such publications has

12
been obtained from publicly available documents from various sources believed to be reliable, but their accuracy,
completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Accordingly, no
investment decisions should be based on such information. The data used in these sources may have been re-ordered by us
for the purposes of presentation. Data from these sources may also not be comparable.

The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s familiarity
with and understanding of the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which business of our Company is conducted, and methodologies and assumptions may
vary widely among different industry sources. There can be no assurance that such third-party statistical, financial and other
industry information is either complete or accurate. Accordingly, investment decision should not be based solely on such
information.

Disclaimer of CRISIL

“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report)
based on the Information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not
guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions
or for the results obtained from the use of Data / Report. This Report is not a recommendation to invest / disinvest in any
entity covered in the Report and no part of this Report should be construed as an expert advice or investment advice or any
form of investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability
whatsoever to the subscribers / users / transmitters/ distributors of this Report. Without limiting the generality of the
foregoing, nothing in the Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions
where CRISIL does not have the necessary permission and/or registration to carry out its business activities in this regard.
Aditya Birla Sun Life AMC Limited will be responsible for ensuring compliances and consequences of non-compliances
for use of the Report or part thereof outside India. CRISIL Research operates independently of, and does not have access
to information obtained by CRISIL’s Ratings Limited/ CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may,
in their regular operations, obtain information of a confidential nature. The views expressed in this Report are that of
CRISIL Research and not of CRISIL’s Ratings Limited/ CRIS. No part of this Report may be published/reproduced in any
form without CRISIL’s prior written approval.”

For details of risks in relation to CRISIL Report, see “Risk Factors — Statistical and industry data in this document is
derived from the CRISIL Report commissioned by us for such purpose for an agreed fee.” on pages 42-43.

In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” beginning on page 81 includes information relating
to our peer group companies. Such information has been derived from publicly available sources specified herein, and
neither we, the Selling Shareholders, the Global Coordinators and Book Running Lead Managers nor the Book Running
Lead Managers have independently verified such information. Accordingly, no investment decision should be made solely
on the basis of such information. Such industry sources and publications are also prepared based on information as at
specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base this
information on estimates and assumptions that may prove to be incorrect. Such data involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those disclosed in “Risk Factors”
beginning on page 25.

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Prospectus or
approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States.
In making an investment decision, investors must rely on their own examination of our Company and the terms of the Offer,
including the merits and risks involved. The Equity Shares have not been and will not be registered under the U.S. Securities
Act of 1933, as amended or any other applicable law of the United States and, unless so registered, may not be offered or
sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being
offered and sold (a) in the United States only to persons reasonably believed to be “qualified institutional buyers” (as
defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a) of the U.S. Securities Act and (b) outside the
United States in offshore transactions as defined in and in compliance with Regulation S and the applicable laws of the
jurisdiction where those offers and sales are made.

13
FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can be
identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “expect”, “estimate”, “intend”,
“objective”, “plan”, “propose”, “project”, “seek” “will”, “will continue”, “will pursue” or other words or phrases of similar
import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements.
All forward-looking statements are subject to risks, uncertainties, expectations and assumptions about us that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement. All statements in this

Prospectus that are not statements of historical fact are ‘forward — looking statements’.

Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties
associated with expectations relating to and including, regulatory changes pertaining to the industries in India and other
overseas jurisdictions in which we operate and our ability to respond to them, our ability to successfully implement our
strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political
conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies of India,
inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices,
the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes
in competition in the industries in which we operate.

Certain important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:

. Effect of COVID-19;

. Dependence on the value and composition of the AUM of the schemes managed by us;

Underperformance of investment products in respect of which we provide asset management services could lead
to a loss of investors and/or a reduction in AUM;

Unavailability of appropriate investment opportunities;

Credit risks related to the debt portfolio of our funds;

Inability to manage our growth or successfully implement our business plan;

The regulatory environment in which we operate is subject to change

For further details regarding factors that could cause actual results to differ from expectations, see “Risk Factors”, “Industry
Overview”, “Our Business” and “Management's Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 25, 86, 135 and 270 respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could
materially differ from those that have been estimated.

There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements
and not to regard such statements to be a guarantee of our future performance.

Forward-looking statements reflect current views as of the date of this Prospectus and are not a guarantee of future
performance. These statements are based on our management's beliefs and assumptions, which in turn are based on
currently available information. Although we believe the assumptions upon which these forward-looking statements are
based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on
these assumptions could be incorrect. Neither our Company, our Directors, the Selling Shareholders, the Syndicate nor any
of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not
come to fruition.

In accordance with the SEBI ICDR Regulations, our Company, the Global Coordinators and Book Running Lead Managers
and the Book Running Lead Managers will ensure that the Bidders in India are informed of material developments until
the time of the grant of listing and trading permission by the Stock Exchanges for the Offer.

In accordance with regulatory requirements including requirements of SEBI and as prescribed under applicable law, each
of the Selling Shareholders shall, severally and not jointly, ensure that the Bidders in India are informed of material
developments, in relation to statements and undertakings specifically undertaken or confirmed by it in relation to itself as
a Selling Shareholder and its respective portion of the Offered Shares in this Prospectus until the time of the grant of listing
and trading permission by the Stock Exchanges. Only statements and undertakings which are specifically confirmed or
undertaken by each Selling Shareholder in relation to itself as a Selling Shareholder and its respective portion of the Offered
Shares, in this Prospectus shall be deemed to be statements and undertakings made by such Selling Shareholder.

14
SUMMARY OF THE OFFER DOCUMENT

The following is a general summary of the terms of the Offer and is not exhaustive, nor does it purport to contain a summary
of all the disclosures in this Prospectus or all details relevant to prospective investors. This summary should be read in
conjunction with, and is qualified i in its entirety by, the more detailed information appearing elsewhere in this Prospectus,

“The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our
“Outstanding Litigation and Material Developments” and “Main Provisions of Articles of
Association” beginning on pages 25, 53, 68, 79, 86, 135, 326, 290 and 343, respectively.

    

Primary Business of our Company

We are ranked as the largest non-bank affiliated AMC in India by QAAUM since March 31, 2018, and among the four
largest AMCs in India by QAAUM since September 30, 2011, according to the CRISIL Report. As of June 30, 2021 and
March 31, 2021, 2020 and 2019, we managed total AUM of 22,936.42 billion, 22,707.51 billion, 2,152.70 billion and
22,556.15 billion, respectively, under our suite of mutual fund (excluding our domestic FoFs), portfolio management
services, offshore and real estate offerings. We managed 118 schemes comprising 37 equity schemes, 68 debt schemes,
two liquid schemes, five ETFs and six domestic FoFs, as of June 30, 2021. Since our inception in 1994, we have established
a geographically diversified pan-India distribution presence covering 284 locations spread over 27 states and six union
territories. Our distribution network is extensive and multi-channelled with a significant physical as well as digital presence.

Industry in which our Company Operates

The Indian mutual fund industry has a history of over 50 years, starting with the passing of an act for the formation of UTI,
a joint initiative of the Government and the RBI in 1963. The mutual fund industry and asset management companies are
regulated by SEBI, primarily pursuant to the SEBI Mutual Fund Regulations. The mutual fund industry has seen increased
participation due to growing awareness, financial inclusion, and improved access to banking channels. The aggregate AUM.
of the Indian mutual fund industry has grown at a healthy pace over the past 10 years, against the backdrop of an expanding
domestic economy, robust inflows, and rising investor participation, particularly from individual investors. Average AUM
grew at a CAGR of 16.4% to 233.18 trillion as of June 2021 from 27.01 trillion as of 2011. The industry-related information
contained in this Prospectus is derived from the CRISIL Report dated September, 2021 which has been commissioned and
paid for by our Company for an agreed fee for the purposes of confirming our understanding of the industry exclusively in
connection with the Offer. We officially engaged CRISIL Research, a division of CRISIL Limited, in connection with the
preparation of the CRISIL Report on March 24, 2021.

Our Promoters

Our Promoters are ABCL and Sun Life AMC. For details, see “Our Promoters and Promoter Group™ beginning on page
198.

Offer Size

Offer for Sale of 38,880,000* Equity Shares for cash at a price of 2712.00 per Equity Share aggregating to 227,682.56
million. The Offer includes a reservation of 1,944,000* Equity Shares for subscription by ABCL Shareholders. The Offer
comprises the Net Offer and the ABCL Shareholders Reservation Portion. The Offer and the Net Offer shall constitute
13.50% and 12.83% of the post-Offer paid-up Equity Share capital of our Company, respectively. For further details, see
“Offer Structure” beginning on page 323.

*Subject to finalisation of the Basis of Allotment
Objects of the Offer

The Selling Shareholders will be entitled to the entire proceeds of the Offer after deducting the Offer expenses and relevant
taxes thereon. Our Company will not receive any proceeds from the Offer. The objects of the Offer are to (i) achieve the
benefits of listing the Equity Shares on the Stock Exchanges; and (ii) carry out the Offer for Sale of 38,880,000* Equity
Shares by the Selling Shareholders. For further details, see “Objects of the Offer” beginning on page 79.

Subject to finalisation of the Basis of Allotment

Aggregate pre-Offer shareholding of our Promoters, (also the Selling Shareholders) and, the Promoter Group

 

 

 

 

 

 

 

 

Category of Shareholders No. of Equity Shares % of total paid up Equity Share capital
Promoters (also the Selling Shareholders) (A)

ABCL* 146,879,680 51.007
Sun Life AMC 141,120,000 49.00
Sub-Total (A) 287,999,680 100.007
Promoter Group (B)

Kumar Mangalam Birla 160 Negligible

 

 

 

 

15
 

 

 

 

 

 

 

 

Category of Shareholders No. of Equity Shares % of total paid up Equity Share capital
Neerja Birla 160 Negligible
Sub-Total (B) 320 Negligible
Total (A+B) 288,000,000 100.00"

 

*512 Equity Shares, 416 Equity Shares and 192 Equity Shares each are held by Parag Joglekar, A Balasubramanian and Pinky Mehta,
respectively, as nominees of ABCL.
* approximate percentages

Select Financial Information

The following details of our Equity Share capital, total equity, net asset value per Equity Share net worth for equity
shareholders, return of net worth for equity shareholders and total borrowings as at June 30, 2021 and June 30, 2020, March
31, 2021, March 31, 2020 and March 31, 2019 and total income, restated profit after tax and earnings per Equity Share
(basic and diluted) for three months period ended June 30, 2021 and June 30, 2020 and for the financial years ended March
31, 2021, March 31, 2020 and March 31, 2019 are derived from the Restated Consolidated Financial Information.

Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are to the
12-month period ended March 31 of that year. The financial information for the three months ended June 30, 2021 and
June 30, 2020 are not indicative of full year results and are not comparable with annual financial statements presented in
this Prospectus:

(in = million)

 

 

 

 

 

 

 

 

 

 

 

Particulars Asatand | Asatand | Asatand | Asatand for the | As at and for the
for the three | for the three | for the Financial Year | Financial Year
months months | Financial | ended March 31, | ended March 31,
ended June | ended June | Year ended 2020 2019
30, 2021 30,2020 | March 31,
2021
Equity Share capital’ 1,440.00 180.00 180.00 180.00 180.00
Total equity 18,021.57|_14,156.58| 17,046.13 13,168.73 12,205.65
Total income 3,362.45 2,607.47[ 12,058.41 12,347.68 14,072.50
Restated profit after tax for the period/year 1,549.44 973.51 5,262.80 4,944.02 4,467.99
Basic earnings per share (Face Value of 25/- 5.38 3.38 18.27 17.17 15.51
each) * (in 2)
Diluted earnings per share (Face Value of 5.36 3.38 18.27 17.17 1551
25/- each) * (in 2)
Return on net worth for equity shareholders 8.60 6.88 30.87 37.54 36.61
(%)
Net Asset Value per share (Face value of 62.57 49.15 59.19 45.72 42.38
25/- each) * (in 2)
Net worth for equity shareholders as restated] 18,021.57| 14,156.58] 17,046.13 13,168.73 12,205.65
as at (2 in Million)
Total borrowings (as per balance sheet) - - - : 2

 

 

 

 

 

 

 

 

Notes:

A. The ratios have been computed as follows:

a) Earning Per Share (Basic) = Restated net profit after tax and adjustments, available for equity shareholders/Weighted average
number of equity shares outstanding during the period/year
b) Earning Per Share (Diluted) = Restated profit for the period/year / Weighted average number of diluted potential equity shares
outstanding during the period/year
c) Return on Net worth (%) = Restated net profit after tax and adjustments, available for equity shareholders/ Restated net worth at
the end of the period/year
d) Net Asset Value per Share (in &) = Restated net worth at the end of the period/year / Number of equity shares outstanding at the
end of the period/year

B_ Accounting and other ratios are derived from the Restated Consolidated Financial Information.

CNet worth for calculating ratios = Equity share capital + Other equity (including Securities premium, General reserve and Retained
earnings)

D_ Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the
number of equity shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of
days for which the specific shares are outstanding as a proportion of total number of days during the year

E_ Earnings per share calculations are in accordance with Indian Accounting Standard 33 (Ind AS 33) - Earnings per share

F Basic and Diluted EPS and Return on net worth numbers for the three months ended June 30, 2021 and June 30, 2020 have not been

annualised
# Pursuant to a resolution passed by our Board on April 5, 2021 and a resolution of shareholders dated, April 6, 2021, each equity

share of face value of 210 each has been split into two equity shares of face value of %5 each. Accordingly, the issued, subscribed
and paid up capital of our Company was subdivided from 180,00,000 equity shares of face value of 210 each to 360,00,000 equity

16
shares of face value of 5 each. Stock split of shares are retrospectively considered for the computation of EPS in accordance with
Ind AS 33 for all periods presented and for the computation of Net Asset Value per share for all periods presented.

$ The Board of Directors pursuant to a resolution dated April 5, 2021 and the shareholders special resolution dated April 6, 2021
have approved the issuance of seven bonus shares of face value 5 each for every one existing fully paid up equity share of face
value &5 each and accordingly 25,20,00,000 bonus shares were issued and allotted. Bonus shares are retrospectively considered for
the computation of EPS in accordance with Ind AS 33 for all periods presented and for the computation of Net Asset Value per share
for all periods presented. As of the date of this prospectus, 288,000,000 Equity Shares are outstanding.

Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information

There are no qualifications in the statutory audit reports and hence no effect is required to be given in the Restated
Consolidated Financial Information.

Summary of Outstanding Litigation

A summary of outstanding litigation proceedings involving our Company, Directors and against ABCL (one of our
Promoters) as of the date of this Prospectus, is provided below:

 

 

 

 

 

 

 

 

 

 

“Types of proceedings ‘Number of cases ‘Amount (in € million)
Litigation involving Aditya Birla Real Estate Fund (“ABREF”) one of the schemes managed by our Company in which our
Company is representing ABREF as its investment manager.
Criminal cases 2 2,500.00*
Material civil litigation above the materiality threshold 1 219.83
Litigation against our Company
Direct tax proceedings involving our Company 7 72.77
Litigation against our Directors
Criminal proceedings 9 2
Litigation against ABCL (one of our Promoters)
Direct tax proceedings involving ABCL 1 1

 

 

 

 

 

* To the extent ascertainable

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments”
beginning on page 290.

Risk Factors
For details in relation to certain risks applicable to us, see “Risk Factors” beginning on page 25.
Summary of Contingent Liabilities

The details of our contingent liabilities as per Ind AS 37 are set forth in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

(Zin million)
No Particulars Asat Asat
Tune 30, Tune 30, March 31, | March31, | March 31,
2021 2020 2021 2020 2019

Claims against the group not acknowledged as

debts in respect of;
i) Income tax matters 328.43 282.78 328.43 261.41 40.20
ii) | Sales tax matters (including interest and - - - - 15.13

penalty)
iii) | Other matters 8.42 8.31 8.42 8.31 8.31

 

 

 

For details, of contingent liabilities for the three months period ended as at June 30, 2021 and June 30, 2020 and for the
financial year ended March 31, 2021, March 31, 2020 and March 31, 2019, as per Ind AS 37, see “Restated Consolidated
Financial Information — Notes to Restated Consolidated Financial Information — Contingent Liabilities” on page 242.

Summary of Related Party Transactions

A summary of related party transactions as per the requirements under Ind AS 24 - Related Party Disclosures read with the
SEBI ICDR Regulations entered into by our Company with related parties as at and for the three months ended June 30,
2021 and June 30, 2020 and as at and for the years ended March 31, 2021, March 31, 2020 and March 31, 2019 are as

follows:

17
a. List of Related Parties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A | Parent of the Entity having Joint Control F The entities in respect of which Funds are managed by
the Group
Grasim Industries Limited India Advantage Fund Limited
B Entity having Joint Control International Opportunities Fund SPC
‘Aditya Birla Capital Limited (ABCL) Global Clean Energy Fund (wound up on March 31, 2020)
Sun Life (India) AMC Investments Inc., Canada New Horizon Fund SPC
C_| Subsidiaries G_| Directors and Key Management Personnel
Aditya Birla Sun Life AMC (Mauritius) Limited Kumar Mangalam Birla (Non-Executive Director)
‘Aditya Birla Sun Life AMC Pte. Limited, Singapore Ajay Srinivasan (Non-Executive Director)
‘Aditya Birla Sun Life Asset Management Company ‘A. Balasubramanian (Managing Director and Chief
Limited, DIFC, Dubai Executive Officer from July 25, 2019)
D__| Other Related Party Sandeep Asthana (Non-Executive Director)
Sun Life Global Investments (Canada) Inc Colm Freyne (Non-Executive Director)
Aditya Birla Management Corporation Private Limited Bobby Parikh (Independent Director)
Idea Cellular Limited (Up to 30 August 2018) Bharat Patel (Independent Director)
Green Oak India Investment Advisors Private Limited Alka Bharucha (Independent Director)
‘Aditya Birla Capital Foundation Harish Engineer (Independent Director from 21 June 2019)
E | Fellow Subsidiaries of Entity having Joint Control Sushobhan Sarker (Independent Director from 04

September 2019 upto April 6, 2021)

 

Aditya Birla Health Insurance Company Limited

Navin Puri (Independent Director from 04 September
2019)

 

Aditya Birla Sun Life Insurance Company Limited

Pankaj Razdan (Non-Executive Director up to July
08,2019)

 

Aditya Birla Sun Life Trustee Private Limited

N.N. Jambusaria (Independent Director up to August 24,

 

 

2019)

Aditya Birla Money Mart Limited N. C. Singhal (Independent Director up to August 24,
2019)

Aditya Birla Finance Limited R. Vaidyanathan (Independent Director up to August 24,
2019)

 

Aditya Birla Money Limited

Claude Accum (Non-Executive Director up to February
24, 2020)

 

Aditya Birla Financial Shared Services Limited

 

Aditya Birla Insurance Brokers Limited

 

Aditya Birla Money Insurance Advisory Services
Limited

 

Aditya Birla Commodities Broking Limited

 

Aditya Birla PE Advisors Private Limited

 

Aditya Birla ARC Limited

 

ABCAP Trustee Company Private Limited

 

Aditya Birla Sun Life Pension Management Limited

 

Aditya Birla Housing Finance Limited

 

ABCSL-Employee Welfare Trust

 

Aditya Birla Wellness Private Limited

 

ABNL Investment Limited

 

 

 

Aditya Birla Capital Technology Services Limited
(formerly known as Aditya Birla MyUniverse Services
Limited)

 

 

 

Related Parties with whom the Group has entered into transactions during the three months period ended June 30,
2021 and June 30, 2020 and the financial year ended March 31, 2021, March 31, 2020 and March 31, 2019:

 

 

 

 

 

 

 

 

 

(@ in million)
For the three months
Sr. Particulars period ended Hor the year cuted
No. Category | June30, | June30, | March3i, | March3i, | March3i,
2021 2020 2021 2020 2019
1_| Interim Dividend Paid
Aditya Birla Capital B 359.86 - 714.02 1,683.00 1,530.00
Limited
Kumar Mangalam Birla G 0.00" : 0.00 0.00" 0.00"
Sun Life (India) AMC B 345.74 - 686.02 1,617.00 1,470.00
Investments Inc
Sub-total 705.60 : 1,400.04 3,300.00 3,000.00
Reimbursements of

 

 

 

 

 

 

 

 

 

 

18
(in million)

 

Sr.
No.

Particulars

For the three months
period ended

For the year ended

 

Category

Tune 30,
2021

June 30,
2020

March 31,
2021

March 31,
2020

March 31,
2019

 

Costs Paid

 

Aditya Birla Capital
Foundation (Other
Expenses)

0.09

 

Aditya Birla Capital
Limited (Employee
benefit expenses)

53.45

58.38

225.09

328.04

462.30

 

Aditya Birla Capital
Limited (Other
Expenses)

12.94

13.00

56.25

70.25,

66.69

 

Aditya Birla Finance
Limited (Employee
benefit expenses)

0.41

0.04

0.49

0.30

 

Aditya Birla Finance
Limited (Other
Expenses)

0.19

 

Aditya Birla Finance
Limited (Rent)

0.22

0.43

8.61

8.70

 

Aditya Birla Financial
Shared Services Limited
(Employee benefit
expenses)

15.77

9.16

57.46

88.87

88.58

 

‘Aditya Birla Financial
Shared Services Limited
(Other Expenses)

61.58

56.03

171.65

189.50

153.60

 

Aditya Birla Health
Insurance Company
Limited (Employee
benefit expenses)

1.69

0.59

1.50

 

Aditya Birla Housing
Finance Limited (Rent)

0.10

0.10

0.38

0.38

 

Aditya Birla
Management
Corporation _Private
Limited (Employee
benefit expenses)

0.49

2.23

 

‘Aditya Birla
Management
Corporation Private
Limited (Other
Expenses)

0.51

 

‘Aditya Birla Money
Limited (Employee
benefit expenses)

0.75

0.02

 

Aditya Birla Sun Life
Insurance Company
Limited (Employee
benefit expenses)

1.56

1.00

0.92

 

Aditya Birla Sun Life
Insurance Company
Limited (Other
Expenses)

0.26

0.01

0.54

 

Aditya Birla Sun Life
Insurance Company
Limited (Rent)

0.16

0.04

0.33

0.12

0.18

 

Aditya Birla Sun Life
Trustee Private Limited
(Employee benefit
expenses)

0.37

0.42

 

Sun Life Global
Investments (Canada)
Inc (Employee benefit
expenses)

1.42

2.25,

7.06

14.88

7.75

 

 

 

Sub-total

 

 

146.68

 

139.00

 

524.65

 

702.55,

 

794.07

 

19

 
(in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months Fer the year emfed
Sr. Particulars period ended
No. Category | June 30, June 30, March 31, March 31, March 31,
2021 2020 2021 2020 2019

3 Expenses
Business _ Promotion
Expenses
Aditya Birla Health E - - 0.19 0.27 26.85
Insurance Company
Limited
Aditya Birla Sun Life c 1.63 1.59 5.07 7.58 3.59
AMC Pte Limited,
Singapore#
Aditya Birla Sun Life Cc 30.02 24.87 104.87 90.24 110.41
Asset Management
Company Limited,
DIFC, Dubai#
Aditya Birla Sun Life E 2.65 90.90 99.14 69.26 71.64
Insurance Company
Limited
Sub-total 34.30 117.36 209.27 167.35 212.49
Software &
Technology Expenses
Aditya Birla Capital E 8.27 6.38 27.60 - :
Technology Services
Limited
Sub-total 8.27 6.38 27.60 : :
Advisory Services
Greenoak India D 2.89 2.98 17.48 8.41 -
Investment Advisors
Private Limited
Sub-total 2.89 2.98 17.48 8.41 :
Fees and Commission
Aditya Birla Capital E = = 3 = 0.47
Technology Services
Limited
Aditya Birla Finance E 2.15 2.05 8.86 4.84 12.30
Limited
Aditya Birla Money E 0.00* = = = =
Limited
Sub-total 2.15 2.05 8.86 4.84 12.77
Rent
Aditya Birla Capital B - 1.51 3.52 6.04 151
Limited
Grasim Industries A 1.59 1.94 8.77 9.17 9.20
Limited
Sub-total 1.59 3.45 12.29 15.21 10.71
Contribution to Group
Mediclaim/Insurance
Premium/Gratuity
Aditya Birla Health E - 2.56 2.56 6.89 7.03
Insurance Company
Limited
Aditya Birla Sun Life E - - 37.05 41.80 38.97
Insurance — Company
Limited
Sub-total : 2.56 39.61 48.69 46.00
Employee Benefit
Expenses
Aditya Birla Wellness E - - 0.07 - -
Private Limited
Sub-total : - 0.07 : :
Telephone and
Internet
Idea Cellular Limited D : : : : 0.72
Sub-total : : : : 0.72
Managerial

4 .
Remuneration

 

20

 
(in million)

 

Sr.
No.

Particulars

For the three months
period ended

For the year ended

 

Category

Tune 30,
2021

June 30,
2020

March 31,
2021

March 31,
2020

March 31,
2019

 

Managing Director and
Chief Executive Officer

24.19

9.37

55.03,

189.14

 

Sub-total

24.19

9.37

55.03

189.14

 

Reimbursements of
Costs Received

 

Aditya Birla ARC
Limited (Employee
benefit expenses)

0.11

 

Aditya Birla Capital
Limited (Other
Expenses)

0.02

0.02

14.14

 

‘Aditya Birla Finance
Limited (Employee
benefit expenses)

0.11

0.22

0.48

 

Aditya Birla Finance
Limited (Other
Expenses)

1.81

 

Aditya Birla Finance
Limited (Rent)

0.19

0.41

 

Aditya Birla Financial
Shared Services Limited
(Employee benefit
expenses)

0.05

0.04

 

Aditya Birla Health
Insurance Company
Limited (Employee
benefit expenses)

1.27

0.06

 

Aditya Birla Health
Insurance Company
Limited (Other
Expenses)

0.04

0.04

8.52

 

Aditya Birla Housing
Finance Limited
(Employee benefit
expenses)

0.06

0.03

 

Aditya Birla Housing
Finance Limited (Rent)

0.09

0.13

 

‘Aditya Birla Insurance
Brokers Limited
(Employee benefit
expenses)

0.08

 

‘Aditya Birla
Management
Corporation _Private
Limited (Employee
benefit expenses)

0.03

0.43

0.63

 

Aditya Birla Money
Insurance Advisory
Services Limited (Rent)

0.04

 

‘Aditya Birla Money
Limited (Employee
benefit expenses)

0.29

 

Aditya Birla Sun Life
AMC Limited , Dubai
(Employee _ benefit
expenses)

0.85

 

Aditya Birla Sun Life
AMC (Mauritius)
Limited (Employee
benefit expenses)

0.05

 

 

 

Aditya Birla Sun Life
AMC Pte Ltd,
Singapore (Employee
benefit expenses)

 

 

0.62

 

 

 

 

 

21

 
(in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months Fer the year emfed
Sr. Particulars period ended
No. Category | June 30, June 30, March 31, March 31, March 31,
2021 2020 2021 2020 2019

Aditya Birla Sun Life E 0.04 - 0.30 0.90 0.08

Insurance Company

Limited (Employee

benefit expenses)

Aditya Birla Sun Life E - - 0.08 0.02 0.02

Insurance Company

Limited (Other

Expenses)

Grasim Industries A - - 0.30 - -

Limited (Other

Expenses)

Idea Cellular Limited D - - - - 0.08

(Employee benefit

expenses)

Sub-total 1.91 O11 3.28 3.64 23.74
6 Director’s Sitting Fees

Director’s Sitting Fees G 1.00 0.46 2.18 2.29 2.74

paid

Sub-total 1.00 0.46 2.18 2.29 2.74
7 CSR Contribution

Aditya Birla Capital D = S 106.20 = =

Foundation

Sub-total : : 106.20 : :
8 Income

Dividend Income

Aditya Birla Sun Life Cc - - - - 53.12

AMC (Mauritius)

Limited#

Sub-total - - - : 53.12

Software Development
9 (CWIP/Capitalised -

Intangible)

Aditya Birla Capital E z 2.31 9.35 z :

Technology Services

Limited

Sub-total : 2.31 9.35 : :
10 Sale of Fixed Assets

Aditya Birla Financial E - - - - -

Shared Services Limited

Aditya Birla Health E - - 1.00 - -

Insurance Company

Limited

‘Aditya Birla D = = 0.93 = =

Management

Corporation Private

Limited

Aditya Birla Sun Life E - - 2.53 0.01 -

Insurance Company

Limited

Sub-total - - 4.46 0.01 -
i Deposit Paid

Aditya Birla Capital B s 7 - s 2.52

Limited

Grasim Industries A - - - - 0.95

Limited

Sub-total : : : : 3.47
12 Refund of Security

Deposit Received

Aditya. Birla Capital B = = 2.52 = -

Limited

Sub-total : : 2.52 : :
13 Purchase of Fixed

Assets

Aditya Birla Finance E - - : - 1,14

 

 

 

 

 

 

 

 

22

 
(in million)

 

 

 

 

 

 

 

 

For the three months Fer the year emfed
Sr. Particulars period ended
No. Category | June 30, June 30, March 31, March 31, March 31,
2021 2020 2021 2020 2019
Limited
Aditya Birla Financial E - - - - 1.03
Shared Services Limited
Aditya Birla Health E - - 0.64 - :
Insurance Company
Limited
Aditya Birla D - - 0.91 - -
Management
Corporation Private
Limited
Sub-total : : 1.55 : 2.17

 

 

 

 

 

 

 

 

 

*Figures are below rounding off norms.

"These tables contain the intercompany transactions which got eliminated in the consolidated financial statement. Such information
has been shown separately in compliance with SEBI ICDR Regulations.

All the above figures are inclusive of GST wherever applicable.

For details of the related party transactions, see “Related Party Transactions” on page 268.

Issuances of Equity Shares made in the last one year for consideration other than cash

Except as disclosed below, our Company has not issued Equity Shares through bonus issue or for consideration other than
cash in the one year preceding the date of this Prospectus.

 

 

 

Date of Number of Equity Face value per Issue price per Reason for | Benefits accrued to
allotment Shares allotted Equity Share (in 2) | Equity Share (in 2) | _ allotment our Company
April 9, 2021 252,000,000 5 ~| Bonus issue

 

 

 

 

 

 

 

Bonus issue of 252,000,000 Equity Shares in the ratio of seven Equity Shares for every one Equity Share held by the existing
shareholders as of the record date. Accordingly, allotment of 128,518,740 Equity Shares to ABCL, allotment of 123,480,000 Equity
Shares to Sun Life AMC, allotment of 140 Equity Shares to Kumar Mangalam Birla, allotment of 140 Equity Shares to Neerja Birla,
allotment of 448 Equity Shares to Parag Joglekar as nominee of ABCL, allotment of 364 Equity Shares to A Balasubramanian as nominee
of ABCL and allotment of 168 Equity Shares to Pinky Mehta as nominee of ABCL.

For details, see “Capital Structure — Equity Share capital history of our Company” on pages 68-69.
Split or consolidation of Equity Shares in the last one year

Except as disclosed below, our Company has not undertaken split or consolidation of the equity shares of our Company in
the last one year preceding the date of this Prospectus.

Pursuant to a resolution passed by our Board on April 5, 2021 and a resolution passed by our Shareholders in the EGM.
held on April 6, 2021, our Company has sub-divided its authorised share capital, such that 20,000,000 equity shares of 710
each aggregating to 2200,000,000 were sub-divided and reclassified as 40,000,000 Equity Shares of 5 each aggregating
to 200,000,000. For details, see “Capital Structure — Equity Share capital history of our Company” on pages 68-69.

Financing Arrangements

There have been no financing arrangements whereby the Promoters, members of our Promoter Group, our Directors or any
of their relatives, or directors of our Promoters have financed the purchase by any other person of securities of our Company
during a period of six months immediately preceding the date of filing of the Draft Red Herring Prospectus, the Red Herring
Prospectus and this Prospectus.

Weighted average price at which the Equity Shares were acquired by the Promoters (also the Selling Shareholders)
in the one year preceding the date of this Prospectus

Nil*
*As certified by G.P Kapadia & Co, Chartered Accountants, by way of their certificate dated September 22, 2021.

Except for the bonus allotment made on April 9, 2021, none of the Promoters (also the Selling Shareholders) have acquired
any Equity Shares in the one year preceding the date of this Prospectus.

23
For further details, see “Capital Structure — Equity share capital history of our Company” on pages 68-69.

Average cost of acquisition for Promoters (also the Selling Shareholders)

The average cost of acquisition per Equity Share acquired by the Promoters (also the Selling Shareholders), as of the date
of this Prospectus is:

 

 

 

 

Shareholders Number of Equity Shares Average cost of Acquisition per Equity Share

(in 3
ABCL” 146,879,680 2.30
‘Sun Life AMC 141,120,000 2.77

 

 

 

 

* 512 Equity Shares, 416 Equity Shares and 192 Equity Shares each are held by Parag Joglekar, A Balasubramanian and Pinky Mehta,

respectively, as nominees of ABCL.
* As certified by G.P Kapadia & Co, Chartered Accountants, by way of their certificate dated September 22, 2021.

24
SECTION II: RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares. The
risks described below are not the only ones relevant to us or our Equity Shares and the industry in which we currently
operate or to India. Additional risks and uncertainties, not currently known to us or that we currently deem immaterial
may also impair our businesses, results of operations, financial condition and cash flows. If any of the following risks, or
other risks that are not currently known or are currently deemed immaterial, actually occur, our business, results of
operations, financial condition and cash flows could suffer, the trading price of our Equity Shares could decline, and you
may lose all or part of your investment. To obtain a complete understanding of our Company, prospective investors should
read this section in conjunction with “Industry Overview”, “Our Business” and “Management's Discussion and Analysis
of Financial Condition and Results of Operations” beginning on pages 86, 135 and 270, respectively, as well as the
financial, statistical and other information contained in this Prospectus. In making an investment decision, prospective
investors must rely on their own examination of our Company and the terms of the Offer including the merits and risks
involved. You should consult your tax, financial and legal advisors about the particular consequences to you of an
investment in our Equity Shares.

Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India
and is subject to a legal and regulatory environment, which may differ in certain respects from that of other countries.

This Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our
actual results could differ materially from those anticipated in these forward- looking statements as a result of certain
factors, including the considerations described below and elsewhere in this Prospectus. See ‘Forward-Looking
Statements” on page 14.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other
implications of any of the risks described in this section. Unless the context requires otherwise, the financial information
of our Company has been derived from our Restated Financial Information.

The industry-related information contained in this Prospectus is derived from the CRISIL Report dated September 2021
which has been commissioned and paid for by our Company for an agreed fee for the purposes of confirming our
understanding of the industry exclusively in connection with the Offer. We officially engaged CRISIL Research, a division
of CRISIL Limited, in connection with the preparation of the CRISIL Report on March 24, 2021.

Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are to the 12-
month period ended March 31 of that year. Financial information for the three months ended June 30, 2021 and June 30,
2020 are not indicative of full year results and are not comparable with the annual financial statements presented in this
Prospectus.

Unless otherwise specified in this section, reference to quarterly average assets under management (“QAAUM”) and
monthly average assets under management (“MAAUM ”) as of a given date refers to the average assets under management
of our mutual fund schemes, excluding our domestic FoFs, for the quarter or month ended on the specified date.

Internal Risk Factors
Risks Relating to our Business

1. The extent to which the Coronavirus disease (COVID-19) may affect our business and operations in the future is
uncertain and cannot be predicted.

During the first half of calendar year 2020, COVID-19 spread to a majority of countries across the world, including
India. The COVID-19 pandemic has had, and may continue to have, significant repercussions across local, national
and global economies and financial markets and affect the income and savings of investors. In particular, a number of
governments and organizations have revised GDP growth forecasts downward in response to the economic slowdown
caused by the spread of COVID-19.

The global impact of the COVID-19 pandemic has been rapidly evolving and public health officials and governmental
authorities have responded by taking measures, including in India where our operations are based, such as prohibiting
people from assembling in large numbers, instituting quarantines, restricting travel, issuing “stay-at-home” orders and
restricting the types of businesses that may continue to operate, among many others. On March 14, 2020, India declared
COVID-19 as a “notified disaster” for the purposes of the Disaster Management Act, 2005 and imposed a nationwide
lockdown beginning on March 25, 2020. The lockdown lasted until May 31, 2020, and has been extended periodically
by varying degrees by state governments and local administrations. The lifting of the lockdowns across various regions
has been regulated with limited and progressive relaxations being granted for movement of goods and people in other
places and calibrated re-opening of businesses and offices. Subsequently, from March 2021 to date, due to an increase

25,
in the number of daily COVID-19 cases, several state governments in India re-imposed lockdowns, curfews and other
restrictions to curb the spread of the virus. As a result of the detection of new strains and subsequent waves of COVID-
19 infections in several states in India as well as throughout various parts of the world, we may be subject to further
reinstatements of lockdown protocols or other restrictions, which may adversely affect our business operations.

There remains significant uncertainty regarding the duration and long-term impact of the COVID-19 pandemic, as well
as possible future responses by the Government, which makes it impossible for us to predict with certainty the impact
that COVID-19 will have on our business, results of operations, financial condition and cash flows in the future. Further,
one or more states have imposed or may impose additional regional or local lockdowns. The COVID-19 pandemic has
affected and may continue to affect our business, results of operations, financial condition and cash flows in a number
of ways such as:

¢ — itresulted in a significant decline and increased volatility in the Indian equity markets which could cause investors
to avoid higher risk assets such as equity funds and reduce their investments in such funds through withdrawals
or fund exits, and consequently reduce the AUM managed by us and have an adverse effect on our revenue from
operations. For example, we witnessed a decline in our total closing AUM under our mutual fund (excluding our
domestic FoFs), portfolio management services, offshore and real estate offerings, which decreased from
22,556.15 billion as of March 31, 2019 to 22,152.70 billion as of March 31, 2020, before increasing to 22,707.51
billion as of March 31, 2021. Our inflows from our equity-oriented mutual fund schemes decreased from 2264.01
billion during the financial year 2019 to %236.62 billion during the financial year 2020 and further to 2211.43
billion during the financial year 2021, and our inflows from our fixed income-oriented mutual fund schemes.
(including ETFs) decreased from 222,689.07 billion during the financial year 2019 to 217,713.11 billion during
the financial year 2020 and further to 28,213.76 billion during the financial year 2021. Our outflows from our
equity-oriented mutual fund schemes increased from 2194.44 billion during the financial year 2019 to 2293.37
billion during the financial year 2020, before decreasing to 2289.24 billion during the financial year 2021, and our
outflows from our fixed income-oriented mutual fund schemes (including ETFs) decreased from %22,789.15
billion during the financial year 2019 to 217,898.55 billion during the financial year 2020 and further to 78,046.13
billion during the financial year 2021;

eit may require us to shut our offices or operate them with few personnel as state and local authorities may impose
lockdowns; we shut our offices at the commencement of the lockdown and were able to resume operations at our
front offices in a gradual manner from May 2020 onwards in accordance with guidelines issued by government
authorities;

« — increased risks emanating from process changes being implemented, such as technology and oversight challenges
due to an increase in number of individuals working from home;

e increased vulnerability to cyber-security threats and potential breaches, including phishing attacks, malware and
impersonation tactics;

¢ — anincrease in operational costs as a result of installing work-from-home technology systems and frequent cleaning
of office premises;

* uncertainty as to what conditions must be satisfied before government authorities fully remove the “stay-at-home”
orders and when such orders would be fully removed; and

e the potential negative impact on the health of our personnel, particularly if a significant number of them are
afflicted by COVID-19, which could result in a deterioration in our ability to ensure business continuity during
this disruption.

We have assessed and considered the impact of the COVID-19 pandemic on our operations and assets including the
value of our investments, asset management rights and trade receivables. Since our revenue is ultimately dependent on
the value of the assets we manage, changes in market conditions and the trend of flows into mutual funds may have an
impact on our operations. We continue to closely monitor the impact that the pandemic might have on our business
and the performance of our schemes. While COVID-19 has thus far marginally affected our business, there is
significant uncertainty regarding the duration and impact of the COVID-19 pandemic, as well as possible future
responses, which makes it impossible for us to predict with certainty the impact that COVID-19 will have on us at this
time. Given the rapidly changing implications of the spread of COVID-19, it is difficult to assess its impact on our
business and results of operations at this time and we may not be able to quantify or accurately predict the same. Please
see “Management's Discussions and Analysis of Financial Condition and Results of Operations — Significant Factors
Affecting our Results of Operations — Current COVID-19 Pandemic” on pages 275-276.

Any intensification of the COVID-19 pandemic or any future outbreak of another highly infectious or contagious
disease may adversely affect our business, results of operations, financial condition and cash flows. In the event that

26
the impact of the pandemic is prolonged or more severe than anticipated, this may have an impact on the carrying value
of our investments, asset management rights and financial position. Further, as COVID-19 adversely affects our
business, results of operations and cash flows, it may also have the effect of exacerbating many of the other risks
described in this “Risk Factors” section such as those relating to adverse changes in the value and composition of our
AUM, our dependence on third-party distribution channels and other intermediaries, the adequate functioning of our
information technology systems, our compliance with data privacy laws, rules and regulations and the potential loss
or misuse of customer data, and deficiencies or interruptions in services provided by certain third parties for our
operations.

Our revenue and profit are largely dependent on the value and composition of the AUM of the schemes managed
by us and any adverse change in our AUM may result in a decline in our revenue and profit.

The significant majority of our revenue comes from management fees charged by us on the assets we manage. Our
revenue from operations — fees and commission income for the three months ended June 30, 2021 and the financial
years 2021, 2020 and 2019 was 23,031.69 million, 210,679.07 million, 11,596.70 million and 213,267.74 million,
respectively, representing 90.16%, 88.56%, 93.92% and 94.28% of our total income, respectively. Our fees are usually
calculated and charged to investors as a percentage of the AUM of the schemes managed by us. As of June 30, 2021
and March 31, 2021, 2020 and 2019, our equity-oriented QAAUM amounted to 21,026.78 billion, 7969.34 billion,
%875.59 billion and %890.62 billion, respectively, and our debt-oriented QAAUM amounted to 21,296.47 billion,
1,285.38 billion, %1,101.91 billion and 2978.46 billion, respectively. As of the same dates, we managed a closing
AUM amounting to 218.28 billion, 717.59 billion, 220.55 billion and 29.49 billion, respectively, under our portfolio
management services. Any decrease in such AUM will cause a decline in our fees and therefore our revenue from
operations and, consequently, net profit. The AUM may decline or fluctuate for various reasons, many of which are
outside our control. Further, these factors may inhibit our ability to grow our AUM which will adversely affect our
revenue from operations and net profit.

Factors that could cause the AUM of the schemes managed by us to decline include the following:

«Declines in the Indian equity markets: A large number of the schemes managed by us include significant equity
investments in Indian equity markets and as such they make up a significant portion of our AUM. Such equity
investments are concentrated in Indian equity markets. As of June 30, 2021, 38.03% of our mutual fund closing
AUM (excluding our domestic FoFs) amounting to %1,072.85 billion was invested in domestic equity securities.
As such, declines in Indian equity markets would cause AUM managed by us to decline directly as the value of
the securities declines, and indirectly as securities investment becomes less attractive for investors resulting in net
AUM outflows or redemptions. The equity markets in India have been and may continue to be volatile, including
as a result of the ongoing COVID-19 pandemic, and any such volatility will contribute to fluctuations in the AUM
managed by us.

* Changes in interest rates and defaults: Many of the schemes managed by us invest in fixed income securities of
various issuers, including short-term money market instruments. As of June 30, 2021, 61.97% of our mutual fund
closing AUM (excluding our domestic FoFs) amounting to 21,748.42 billion was invested in domestic fixed
income securities. The value of fixed income securities may decline as a result of changes in interest rates, policies
of the RBI, an issuer’s actual or perceived creditworthiness or an issuer's inability to meet its obligations. Such
declines would also result in a decline in our AUM.

« Withdrawals or redemptions: In response to market conditions, inconsistent or poor investment performance, the
pursuit of other investment opportunities (including similar opportunities provided by competitors) or other
factors, investors may reduce their investments in mutual funds or the market segments in which related
investments are concentrated. Such reductions may lead to a decrease in our AUM. In a declining market,
withdrawals or redemptions may accelerate rapidly, potentially more quickly than we can sell assets to meet such
redemptions. This could also cause us to temporarily suspend redemptions or borrow money to meet redemption
requirements. Some mutual fund schemes do not have an exit load, meaning investors can redeem/withdraw/exit
these funds at any time without any additional exit charges. Investors may choose not to reinvest with us after
making redemptions and seek alternative forms of savings or investment avenues.

«~~ Changes in the composition of our AUM: The rate of fees we charge differs between fund types and products. For
example, the fee levels for equity and hybrid funds are generally higher than the fee levels for debt and liquid
funds. In general, equity funds are able to charge relatively stable fees, whereas debt funds fees vary depending
on market conditions, fund duration and the competitive environment, and could be lower than the maximum
limits imposed by SEBI. Accordingly, the composition of AUM of the schemes managed by us also substantially
affects the level of our revenue and profitability.

« Declines in systematic investment plans: A significant portion of the AUM managed by us is obtained through
systematic investment plans made by investors. Volatile market conditions on account of adverse economic factors

27
in India or globally could result in a decline of individual customers investing in mutual funds, systemically or
otherwise. Further, any decline in the rate of savings in India, particularly in relation to systematic investment
plans could result in a decrease in our AUM and consequently our revenues.

« Decline in portfolio management services, offshore funds and real estate AUM. As of June 30, 2021, we managed
total AUM of 2115.15 billion as part of our portfolio management services and investment advisory services
businesses. Increased competition for such services or the loss of PMS mandates could result in a decline in our
AUM and, consequently, our revenues.

Underperformance of investment products in respect of which we provide asset management services could lead to
a loss of investors, reduction in AUM and adversely affect our results of operations and reputation.

The investment products in respect of which we provide asset management services may not outperform either their
relevant benchmarks, or similar investment products provided by our competitors. The investments held by the mutual
funds for which we provide asset management services may be illiquid or volatile which may result in losses. Many
other investments, including in particular investments in equity, are subject to potential capital losses. Other than our
investment strategies, the performance of such investment products will depend on a number of factors, the majority
of which are outside our control and include market, economic and other conditions. Further, certain of our investment
management contracts contain restrictions relating to our investment policies, for example limiting exposure
concentrations in respect of certain asset classes, issuers or industries. Such restrictions may prevent us from
implementing what may be the best investment strategies, which could restrict the performance of our investments.

Such underperformance may have an adverse effect on our business, including:

¢ existing investors may withdraw funds in favor of better performing products offered by our competitors, which
would reduce the AUM of the schemes managed by us, resulting in reduced revenue from management fees;

¢ — our ability to attract funds from new investors or incremental funds from existing investors may diminish; and

© negative absolute investment performance will directly reduce the value of AUM of the schemes managed by us,
resulting in reduced revenue from management fees.

In addition, we may periodically review our investment management fees, or limit total expenses, on certain products
or services for particular time periods to improve portfolio performance, manage portfolio expenses, and to help retain
or increase managed assets, or for other reasons. If our revenue declines without a commensurate reduction in our
expenses, our profit after tax will decline.

Some of the funds in respect of which we provide asset management services have not delivered strong or consistent
investment performance, on a relative basis, compared to relevant industry benchmarks and our competitors. 48 of our
schemes, representing 21,475.37 billion or 54.65% of our total QAAUM (including our domestic FoFs) as of June 30,
2021, have underperformed their respective benchmarks during the three months ended June 30, 2021.
Underperformance by such funds may hinder our ability to grow AUM of the schemes managed and in some cases,
may contribute to a reduction in AUM managed by us. Consequently, underperformance by any of these funds may
adversely affect our results of operations and reputation.

The growth of our AUM may be affected due to the unavailability of appropriate investment opportunities or if we
close or discontinue some of our schemes or services.

Our ability to deliver strong investment performance depends largely on our ability to identify appropriate investment
opportunities. If we are not able to identify favorable investment opportunities in a timely manner, or at all, our
investment performance and consequently our results of operations may be adversely affected. If we do not have
sufficient investment opportunities for new funds, we may limit the growth of such funds by reducing the rate at which
they receive new investments or delay or cancel the proposed launch of new funds. Further, any delay in the deployment
of investor funds beyond any relevant commitment period may lead to investors withdrawing funds. Our inability to
continue to grow our AUM, maintain our overall growth levels while enhancing our customer’s product portfolio, or
discontinue some of our investment products, may adversely affect our market position and profitability. Certain of
our funds and businesses have had relatively large increases in their AUM in recent years. If we are unable to identify
sufficient investment opportunities for such funds, our investment performance may decline and we may have to
change the investment objectives of affected funds. Further, our investment style and strategy may fall out of favor for
various reasons including underperformance and competition which could lead to a decline in assets managed by us.
Any inability to promptly re-calibrate or formulate new strategies for investments will adversely affect the growth of
our AUM and have an adverse impact on our revenue and profit.

Credit risks related to the debt portfolio of our funds may expose our funds to losses, which may have an adverse
effect on our business, results of operations, financial condition and cash flows.
28
Our schemes are exposed to credit risks in relation to their investments, as issuers of the fixed income securities owned
by such schemes may default on their obligations, including in respect of principal and interest payments. As of June
30, 2021, the value of our debt portfolio (including investments in debt through our equity-oriented schemes) invested
in sovereign-rated debt, AAA-rated debt and A1+ or equivalent-rated debt amounted to 2351.73 billion, 2604.72 billion
and 2438.31 billion, respectively, representing 12.47%, 21.43% and 15.54%, respectively, of our total mutual fund
closing AUM (excluding our domestic FoFs). As of the same date, the value of the remainder of our debt portfolio
(including investments in debt through our equity-oriented schemes), which was invested in debt with ratings lower
than sovereign-rated debt, AAA-rated debt and Al+ or equivalent-rated debt, amounted to 2105.55 billion,
representing 3.74% of our total mutual fund closing AUM (excluding our domestic FoFs). The value of the debt
portfolio of our schemes could be affected by changes in the credit rating or actual or perceived creditworthiness of an
issuer of fixed income securities that they own, or a deterioration of credit markets as a whole. In addition, through our
alternative investment offerings, we invest in debt securities which are exposed to credit risks. During the last three
years, the fixed income securities of eight issuers held across our schemes were downgraded to below investment grade.
Two such issuers defaulted on a total outstanding amount (including interest) of 318.23 billion in respect of their
securities. Issuers of debt securities that our funds hold may also default on their obligations to our funds due to
bankruptcy, lack of liquidity, economic downturns, operational failure, fraud or other reasons, including as a result of
the ongoing COVID-19 pandemic.

We are also exposed to the risk that the rights of our schemes against such issuers may not be enforceable in all
circumstances. For example, in September 2018, a non-banking financial institution and some of its group companies
defaulted on their loan repayment obligations. Further, based on the moratorium granted by NCLAT to such non-
banking financial institution and to its group companies, these companies stopped making payments. Due to the
financial stress the group was undergoing and then the various defaults following the moratorium placed on payments,
some of our investee companies belonging to this group were successively downgraded by respective rating agencies
over this period to non-investment grades and then to default grade. Consequently, valuations of our investments in
these companies were changed to reflect our assessment of the fair value of the investments at each stage basis the then
fast evolving situation. This situation further resulted in difficulties for other non-banking financial institutions to
secure new financing or refinance their existing financial indebtedness, leading to successive defaults. Issuers of other
debt securities owned by our funds may default on principal and interest payments, thereby creating an impairment in
the realizable value of the assets.

We cannot assure you that will be able to identify and mitigate credit risks successfully. Losses sustained by our
schemes as a result of defaults by, or a decline in the credit rating or actual or perceived creditworthiness of, issuers of
fixed income securities owned by our schemes may result in decreases in our AUM, revenue and profit, which may
have an adverse effect on our business, results of operations, financial condition and cash flows.

Our historical growth rates may not be indicative of our future growth and if we do not manage our growth or
successfully implement our business plan, our business, results of operations, financial condition and cash flows
may be adversely affected.

Our business and AUM of the schemes managed by us have grown consistently in the recent past. Our total QAAUM
(excluding our domestic FoF's) grew from 21,365.03 billion as of March 31, 2016 to 22,754.54 billion as of June 30,
2021. The historical returns of our investment products should not be considered indicative of the future results of
these products or the results of any other products we may develop in the future. We cannot assure you that our growth
strategy will continue to be successful or that we will be able to continue to grow further, or at the same rate.

The growth in our business has been based on a variety factors, which may not continue including:

¢ — our ability to retain key investment professionals and investing necessary resources to maintain existing products
and develop new investment products;

e — growth in the Indian economy resulting in increased wealth that can be converted into savings and investments;

e high growth rates in savings in India, in particular in relation to certain types of investment products, which has
increased AUM of the schemes managed by us;

e the pursuit of favorable regulatory policies and financial literacy programs that have facilitated and encouraged
savings in financial assets, such as mutual funds; and

e favorable macro-economic conditions that promote saving such as positive real interest rates, low inflation, and
projected continued growth.

However, any favorable trends may not continue in the future or could reverse, which could lead to a corresponding
decrease or reversal of the growth of our business in recent years, including the QAAUM of the schemes managed by

29
us. In addition, continued growth also presents risks to our business as we may not be able to maintain our systems,
policies and practices, or hire personnel, in order to operate a larger organization with equivalent success.

Further, as we plan to expand our geographic footprint in India, our business may be exposed to additional challenges,
including obtaining additional governmental or regulatory approvals, identifying and collaborating with local business
partners with whom we may have no existing relationship, successfully marketing our products in markets in which
we have no familiarity, attracting customers in a market in which we do not have significant experience or visibility,
maintaining standardized systems and procedures, and adapting our marketing strategy and operations to new markets
in India in which different languages are spoken. To address these challenges, we may have to make investments that
may not yield desired results or incur costs that we may not be able to recover.

We depend on third-party distribution channels and other intermediaries, and problems with these distribution
channels and intermediaries or failure to continue to expand our current third -party distribution channels and
intermediaries could adversely affect our business and financial performance.

As of June 30, 2021, we had 194 branches in India (and three outside India), spread over 27 states and six union
territories, which were supplemented by 90 EMs. As of the same date, we had 50 branches and 23 EMs (representing
25.70% of our total locations) located across North India, 46 branches and 24 EMs (representing 24.65% of our total
locations) located across South India, 40 branches and 20 EMs (representing 21.13% of our total locations) located
across East India, and 58 branches and 23 EMs (representing 28.52% of our total locations) located across West India.
Our distribution network included over 66,000 KYD-compliant mutual fund distributors, over 240 national distributors
and over 100 banks/financial intermediaries, as of June 30, 2021. Of our total equity, debt and liquid QAAUM as of
June 30, 2021, our direct marketing efforts contributed to 21,290.32 billion or 46.86%, MFDs contributed to 7830.86
billion or 30.18%, national distributors contributed to 2395.64 billion or 14.37%, and banks/financial intermediaries
contributed to 2236.61 billion or 8.59%. As of the same date, our direct marketing efforts contributed to 7194.13 billion
or 18.91% of our equity-oriented QAAUM and 2811.46 billion or 62.23% of our debt-oriented QAAUM, MFDs
contributed to 7519.32 billion or 50.58% of our equity-oriented QAAUM and 2278.09 billion or 21.33% of our debt-
oriented QAAUM, national distributors contributed to 7192.89 billion or 18.79% of our equity-oriented QAAUM and
2116.41 billion or 8.93% of our debt-oriented QAAUM, and banks/financial intermediaries contributed to 7120.44
billion or 11.73% of our equity-oriented QAAUM and 297.91 billion or 7.51% of our debt-oriented QAAUM. In
addition, as of the same date, our top five distributors contributed to 2231.50 billion or 8.40% of our QAAUM
(excluding our domestic FoFs) and our top 10 distributors contributed to 7331.14 billion or 12.02% of our QAAUM
(excluding our domestic FoFs).

We are committed to growing our distribution network by expanding our geographical reach and deepening our
existing presence, in order to increase our AUM. However, we cannot assure you that we will be able to do so within
anticipated timelines, or at all.

Our ability to access investors is dependent on the distribution systems and investor bases of these distributors. Our
ability to access investors through distributors is subject to a number of risks, including:

e The arrangements we have with distributors may generally be terminated by the distributors for any reason (or no
reason) on short notice;

e Generally, distributors also offer similar products of our competitors to our existing and prospective investors and
do not provide services for us on an exclusive basis. Any inability to secure new distribution relationships or in
maintaining our existing relationships may adversely affect our competitiveness;

«Distributors may provide better service to our competitors and promote their products to prospective investors
instead of ours because of a more attractive compensation arrangement, or as a result of closer relationships with
our competitors, or for other reasons; and

« We may be unable to prevent “mis-selling” of our products and services by our distributors resulting in such
products and services being purchased by customers without an informed understanding of associated risks, which
may adversely affect our business (including AUM) and reputation.

We also depend on referrals from investment consultants, financial planners and other professional advisors, as well
as from our existing investors and employees. Maintaining good relations with these intermediaries is key to attracting
and retaining investors. Loss of any of the distribution channels afforded by distributors, and the inability to access
investors through new distribution channels, could decrease AUM of the schemes managed by us and adversely affect
our management fees and revenue.

We rely on distributors to maintain good relations with our investors as they are often the link between us and existing
or prospective investors and therefore the manner in which such intermediaries conduct themselves, and market and

30
service our products, may affect our reputation and business. Any failure on our part to continue our relationship with
distributors or incentivize distributors appropriately may lead to a loss of business arising from such distributors, which
could adversely affect our business. During the financial year 2020, we terminated the services of seven distributors.
These distributors contributed to 758.68 million of our AUM as of March 31, 2020. We did not terminate the services
of any distributors during the financial years 2021 and 2019. Further, any misconduct or negligent behavior on the part
of any of our distributors while marketing our products, or while providing any after-sales services may adversely
affect our reputation and brand, which may lead to a decrease in AUM of the schemes managed by us and adversely
affect our results of operations and cash flows.

Our business is subject to extensive regulation, including periodic inspections by SEBI and our non-compliance
with existing regulations or SEBI’s observations or our failure or delay to obtain, maintain or renew regulatory
approvals could expose us to penalties and restrictions.

As an asset management company, we are regulated by SEBI through a variety of regulations, guidelines, circulars
and notifications issued from time to time as applicable for mutual funds, PMS and AIFs. For instance, the SEBI
Mutual Fund Regulations govern a wide range of issues in connection with a mutual fund, including the constitution
and management of a mutual fund. The SEBI Mutual Fund Regulations also provide that any change of control, as
defined therein, with respect to our Company would require, among other things, prior approval of SEBI and the
Trustee and we would be required to provide the unitholders an option to exit on the prevailing NAV without any exit
load.

In addition, SEBI has issued separate regulations governing portfolio managers and alternative investment funds
(which includes venture capital and private equity funds). If we fail to comply with any regulations or guidelines, we
may be subject to fines, sanctions and court proceedings. Compliance or other costs may rise due to changes in
regulations, which may reduce our profit or put us at a competitive disadvantage.

We are subject to regular scrutiny and supervision by SEBI, such as periodic inspections. SEBI has the power to inspect
our books from time to time to ensure that we are in compliance with regulations, based on which SEBI may take such
action as it may deem fit, including under the SEBI Act, SEBI Mutual Fund Regulations, and other regulations issued
by SEBI, which includes fines and sanctions and, in certain circumstances, could also lead to revocation of our license
to function as an asset management company or a portfolio manager, as applicable. For instance, Aditya Birla Real
Estate Fund, one of the funds managed by our Company, has received a letter from SEBI wherein SEBI observed
certain administrative violations including non-compliance of a particular investment with its investment strategy and
failure to upload its quarterly reports on the SEBI intermediary portal for certain quarters.

Every scheme we propose to introduce is required to file a draft scheme information document with SEBI for its
observations. In the past, in inspection reports and in a warning letter, SEBI has, among other things, identified certain
deficiencies in our systems and operations including amongst others such as ensuring: (i) applicability of proper NAV
in case of Instant Access Facility (“IAF”), (ii) IAF was only applicable to individual investors, (iii) rolling over of
short term deposits, (iv) compliance with regulatory guidelines which requires systems to be instituted to detect if a
distributor is splitting investments to enhance the amount of transaction charges, (v) to protect interest of the unit
holders by resorting the original units in earlier scheme where switch out request had been processed to invest in a
NFO and the said NFO failed, (vi) failure to detect non-compliance of maximum holding per investor limits at the time
of allotment, (vii) that a privately placed debt instrument in which front-end discount was not reduced from the cost of
the investment.

While we have responded to such observations and addressed them, we cannot assure you that SEBI will not make
similar or other observations in the future. In the event we are unable to resolve such deficiencies to SEBI’s satisfaction,
we may be restricted in our ability to conduct our business.

While we seek to comply with all regulatory provisions applicable to us, in the event we are unable to comply with the
observations made by SEBI, we could be subject to penalties and restrictions which may be imposed by SEBI. Further,
SEBI may initiate proceedings against our Company and its officials or any of the funds we are associated with for
any alleged non-compliance with its regulations. Imposition of any penalty or adverse findings by SEBI during any
future inspections may have an adverse effect on our business, results of operations, financial condition, cash flows
and reputation.

Given the uncertainties and complexity of many of these regulatory actions, their outcome generally cannot be
predicted with any reasonable degree of certainty and, accordingly, our provisions for regulatory actions may be
inadequate. In addition, while we seek to comply with all regulatory provisions applicable to us, we cannot guarantee
that we will be able to comply with all observations made by our regulators or obtain or renew (in a timely manner or
at all) all regulatory and other approvals, licenses, registrations and permissions required for operating our business,
which may result in sanctions, penalties and/or other restrictions in the form of cancellations or suspensions of
registrations or approvals and therefore restrict our ability to conduct certain lines of business or otherwise affect our

31
10.

ability to carry on our business. For further details, see “Government and Other Approvals” beginning on page 295.

Any concentration in our investment portfolio could have an adverse effect on our business, results of operations,
financial condition and cash flows.

The occurrence of events that have an adverse effect on any particular industry, asset class, country or geographic
region may affect the investment portfolio of our schemes to the extent that such portfolio is concentrated in such
effected category. A large portion of our AUM is concentrated in a few schemes. For example, as of June 30, 2021,
our top five schemes accounted for 21,110.17 billion, i.e. 40.30% of our total QAAUM (excluding our domestic FoFs),
whereas our top five equity-oriented schemes accounted for 2613.33 billion, i.e. 59.73% of our total equity-oriented
QAAUM and our top five debt-oriented schemes accounted for 7894.94 billion, i.e. 69.03% of our debt-oriented
QAAUM. As of June 30, 2021, of our top four equity-oriented schemes in terms of QAAUM, two schemes had
underperformed their respective benchmarks over a 1-year return period, all four schemes had underperformed their
respective benchmarks over a 3-year return period, three schemes had underperformed their respective benchmarks
over a 5-year return period, and none of the schemes had underperformed their respective benchmarks over a 10-year
return period. As of the same date, of our top four debt-oriented schemes in terms of QAAUM, two schemes had
underperformed their respective benchmarks over a 1-year return period, one scheme had underperformed its
respective benchmark over a 3-year return period, none of the schemes had underperformed their respective
benchmarks over a 5-year return period, and one scheme had underperformed its respective benchmark over a 10-year
return period. See also “Our Business — Our Strengths — Diverse Product Portfolio with Fund Performance supported
by Research Driven Investment Philosophy” on pages 138-139.

 

The performance of these schemes may have a significant impact on our AUM and consequently our revenues. Such
concentrations in the investment portfolios of our schemes and products could increase the risk that, in the event we
experience a significant loss in any of these investments, our results of operations, financial condition and cash flows
would be adversely affected. Underperformance by any of these funds may cause increased redemptions and have a
disproportionate adverse impact on our liquidity, AUM and income. Further, since the mutual funds industry
significantly depends on macroeconomic conditions, such concentration could have an adverse impact especially
during periods of economic volatility. In addition, if we become subject to additional restrictions in future with regard
to the asset classes that we are permitted to invest in, the portfolio of our schemes and products may not be sufficiently
diversified to mitigate the effects of potential concentration risk. For further details on the regulation of our investments,
see “Key Regulations and Policies” beginning on page 161.

 

Our investment activities are subject to investment, liquidity and other risks and limitations in our risk management
system, and our ability to effectively identify and mitigate such risks may have an adverse effect on our business,
results of operations and cash flows.

Our investment activities are subject to investment, liquidity and other risks where each type of scheme or the
instruments in which funds are invested have specific risks associated with them. For example, our ability to sell listed
equity securities is limited by the overall trading volume on the relevant stock exchanges, which may result in funds
incurring losses until the relevant security can be finally sold. Unlisted securities are generally illiquid and carry a
larger amount of liquidity risk, in comparison to securities that are listed, which will impact the AUM valuation and
consequently our revenues. Further, the value of debt securities and money market instruments are affected by interest
rate fluctuations. Many of these instruments also lack a well-developed secondary market, which may restrict their
sale. Investors who have invested in open-ended income funds can redeem their investments at any time, which
investments may be in instruments with longer maturities or may not be readily saleable or liquid, and thus such funds
may face liquidity challenges. In addition, we invest in certain residential real estate projects. Investments in such
projects are generally illiquid and we also face the risk that such projects may not be completed in a timely manner, or
at all. The development of real estate projects could also be affected by legal, political and regulatory developments.
There is a risk that if we were to be faced with significant redemption pressures from our customers, we may default
on redemption obligations, or may need to implement restrictions on redemptions or wind up such funds, either of
which could result in reductions in our AUM, revenues and profit, and adversely affect our reputation. Further,
investing in lower-rated or unrated debt securities offering higher yields is subject to greater risks. Further, with respect
to risks involved in investment by schemes, SEBI has recently imposed certain obligations on asset management
companies (which will come into effect from the date when the MF Amendment Regulations will come into force) to
invest a minimum percentage of their AUM in the schemes of their mutual funds, on the basis of the risk value of the
respective schemes.

In the event of any limitations in our risk management systems (such as internal controls, risk identification and
evaluation, effectiveness of risk controls and information communication), our ability to adequately and effectively
identify or mitigate our risk exposure in all market environments may be restricted. Further, our technology platforms
may not be able to identify or monitor certain conditions and limits imposed on us through new rules and regulations.
Our business, results of operations, financial condition and cash flows may be adversely affected by the corresponding
increase in our risk exposure and actual losses experienced as a direct or indirect result of failures of our risk

32
11.

12.

13.

management policies and internal controls. Any hedging strategies that we may utilize may also not be fully effective
or may not adequately cover our liabilities and may leave us exposed to unidentified and unanticipated risks.

The information and data we rely on may become obsolete because of market and regulatory developments, and our
historical data may not be able to adequately reflect risks that may emerge in the future. Any future expansion and
diversification in our scheme or product offerings, investments or operations will require us to continue to enhance our
risk management and internal control capabilities. Our failure to timely adapt our risk management and internal control
policies and procedures to our developing business could have an adverse effect on our business, results of operations,
financial condition and cash flows.

Competition from existing and new market participants offering investment products could reduce our market share
or put downward pressure on our fees.

The mutual funds industry is rapidly evolving and intensely competitive and we expect competition to continue and
intensify in the future. Low barriers to entry have also resulted in a large number of smaller participants entering the
market. It is possible that there may in the future be consolidation in the market, amongst the smaller market
participants, between such smaller participants and the larger participants, or between the larger participants. Any such
consolidation may create stronger competitors in the market overall, or leave us at a competitive disadvantage.

We face significant competition from companies seeking to attract investors’ financial assets, including traditional and
online brokerage firms, other mutual fund companies and financial institutions. We face intense competition from other
asset management companies in the market. Our competitors may offer a wide range of financial products and services,
at lower investment management fee, with a wider distribution network. Our competitors may receive investor referrals
from their affiliates and other departments that provide other financial services. Investors may find it convenient or
reassuring to use one platform, or brand to meet all their financial services needs and may choose to give their business
to our competitors on that basis. In addition, we rely on our own branches or depend on distributors for the sale of our
products, which may require higher investment and operating expenses as compared to our peers. This may adversely
affect our market share and ability to grow our business.

Increased competition may result either in a decrease in AUM market share, or force us to reduce our management
fees so as to preserve such market share, either of which would decrease our revenue from operations.

Our investment management agreement and other business commitments may generally be terminated by the
counter-parties on little or no notice, making our future client and revenue base unpredictable.

Almost all of our management fee income is derived from our role as asset manager of the Aditya Birla Sun Life
Mutual Fund (administered by Aditya Birla Sun Life Trustee Company Private Limited). Therefore, the future and
prospects of our business are reliant to a significant extent on maintaining that role. Our investment management
agreement with Aditya Birla Sun Life Mutual Fund may be terminated by Aditya Birla Sun Life Trustee Company
Private Limited, subject to prior approval of the SEBI and unit-holders, by providing a prior written notice to us of not
less than 180 days and for reasons which include, inter alia, (i) if our Company becomes insolvent and going into
liquidation or otherwise ceasing to exist, (ii) if our Company commits a material breach of its obligations under the
investment management agreement, (iii) if our Company is found guilty of serious misconduct, acting fraudulently or
being grossly negligent in performing its duties under the investment management agreement or the SEBI Mutual Fund
Regulations and (iv) the mutual fund itself coming to an end or being dissolved or wound up by a court or in any other
manner prescribed under law. Our appointment as the asset manager of the Aditya Birla Sun Life Mutual Fund can be
terminated by the trustee company or with the approval of 75% of the unit-holders of our schemes under the SEBI
Mutual Fund Regulations. The termination of our investment management agreement with Aditya Birla Sun Life
Mutual Fund would have a significant adverse effect on our revenues, such that our business may not be able to
continue. Aditya Birla Sun Life Mutual Fund (through its trustee company) may also elect to renegotiate the fees we
are permitted to charge under the agreement, which could adversely affect our management fees and revenues.

Further, clients to whom we provide investment advisory services and portfolio management services may terminate
their investment advisory agreements/ portfolio management agreements with us without assigning any reason by
giving us prior written notice ranging from three to 90 days. Were such investment advisory agreements to which a
significant amount of AUM and/or revenue relate, individually or in the aggregate, to be terminated, there could be a
significant decrease in AUM managed by us and our revenues. Our portfolio management services clients may also
significantly decrease the value of their investment in our funds and may choose to divert their funds to other asset
managers.

We may not be able to attract and retain senior investment professionals and other personnel.

 

Our performance depends largely on the efforts and abilities of our senior management and other key personnel,

particularly our chief executive officer, our chief investment officers, our fund managers and our other investment

professionals. However, we cannot assure you that these individuals or any other members of our senior management
33
14,

15.

team will not leave us or join a competitor or that we will be able to retain such personnel or find adequate replacements
ina timely manner, or at all. During the financial year 2021, none of our Key Managerial Personnel left our Company.
During the financial years 2020 and 2019, two and three of our Key Managerial Personnel, respectively, left our
Company, representing an attrition rate (defined as the number of Key Managerial Personnel that have left our
Company during the specified year divided by the average of the opening and closing number of Key Managerial
Personnel in such year) of 12.50% and 16.67%, respectively. See also “Our Management — Key Managerial Personnel”
beginning on page 195. In addition, during the financial years 2021, 2020 and 2019, two, one and one of our fund
managers, respectively, left our Company, representing an attrition rate (defined as the number of fund managers that
have left our Company during the specified year divided by the average of the opening and closing number of fund
managers in such year) of 12.90%, 6.25% and 6.25%, respectively. Any such loss or vacancy could affect our
operations, increase expenses or lead to a decline in performance of the funds advised by us, or damage our reputation
and therefore the attractiveness of our products to investors.

Further, competition for professionals with the necessary experience, reputation and relationships in our industry is
intense and we may not be successful in recruiting and retaining the required personnel that perform critical functions
in our Company. In addition, our investment professionals and senior sales and investor service personnel have direct
contact with our investors and certain distributors. If such personnel were to leave, they may seek to solicit our investors
after termination of their employment, and therefore the loss of these personnel could also create a risk that we lose
AUM.

Further, SEBI has recently directed that (effective from October 1, 2021) a part of compensation of the key employees
of an asset management company is required to be paid in the form of units of the scheme(s) as per the specified
thresholds. We may be required to increase our levels of employee compensation more rapidly than in the past to
remain competitive in attracting employees that our business requires. Such increases would increase our expenses,
which without an equivalent increase in revenues, would reduce our profit after tax.

We are dependent on the strength of our brand and reputation, as well as the brand and reputation of other Aditya
Birla group entities and Sun Life group entities.

Our revenue, results of operation, business and prospects are, to a certain extent, dependent on the strength of our brand
and reputation, as well as the brand and reputation of our Promoters, Aditya Birla Capital Limited and Sun Life AMC
and entities in the Aditya Birla and Sun Life groups. While we have a well-recognized brand, we may be vulnerable
to adverse market and customer perception, particularly in an industry where integrity, trust and customer confidence
are paramount. We are exposed to the risk that litigation, misconduct, operational failure, adverse publicity (including
through social media) or press speculation could adversely affect our brand and reputation. Our reputation could also
be affected if our schemes, products or services do not perform as expected, whether or not the expectations are
founded. In addition, our reputation could be affected by the conduct or performance of third parties over which we
have no control, such as other entities that are part of the Aditya Birla and Sun Life groups.

We are permitted to use certain word marks, trade logos and domain names including ‘Aditya Birla Capital’, and logos
thereof by ABCL under the terms of a trademark license agreement dated February 20, 2018. The license with ABCL
is a royalty free, non-exclusive, non-assignable and non-transferable. ABCL has the right to terminate the agreement
with immediate effect, upon occurrence of certain events, including, resolution passed by our Company to voluntary
wind-up, or our Company is adjudicated to be bankrupt or is taken into liquidation. We have also entered into a name
license agreement dated May 19, 1999 with Sun Life Assurance Company of Canada pursuant to which our Company
has been granted a non-transferable and non-exclusive right and license to use the letters “Sun Life” as part of its
corporate name and trade name in India. Sun Life Assurance Company of Canada has the right to terminate the
agreement upon occurrence of certain events of default, including, our Company’s breach of the terms and conditions
of the agreement and failure to rectify such breach and winding up.

We may also be exposed to adverse publicity relating to the investment industry as a whole. An incident related to us,
or the conduct of a competitor unrelated to us may taint the reputation of the industry as a whole and may affect the
perception of customers and the attitude of market regulators. Further, adverse publicity may result in greater regulatory
scrutiny of our operations and of the industry generally. If we are unable to maintain our brand name and our reputation,
or there is reputational harm to other Aditya Birla or Sun Life group entities, our business, results of operations,
financial condition and cash flows could be adversely affected.

We have certain contingent liabilities, which, if they materialize, may adversely affect our results of operations,
financial condition and cash flows.

The following table sets forth certain information relating to our contingent liabilities as per Ind AS 37, as of June 30,
2021:

34
16.

(@ in millions)

 

 

 

 

 

As of June 30, 2021

Claims against us not acknowledged as debts in respect of:
Income tax matters 328.43
Other matters 8.42

 

 

 

If a significant portion of these liabilities materialize, it could have an adverse effect on our results of operations, cash
flows and financial condition. For details of our contingent liabilities as of June 30, 2021, as per Ind AS 37, see
“Financial Statements — Contingent Liabilities” on page 242.

The regulatory environment in which we operate is subject to change.

The regulatory environment in which we operate has undergone significant changes in the recent past. The
requirements imposed by regulators are designed to ensure the integrity of the financial markets and to protect
customers and other third parties who deal with us. At times, these regulations serve to limit our activities and/or
increase our costs, including through customer protection and market conduct requirements. For example, under the
SEBI Mutual Funds Regulations, in certain circumstances, an asset management company is not permitted to undertake
business activities other than in the nature of management and advisory services provided to pooled assets, including
offshore funds, insurance funds, pension funds, provident funds, or such categories of foreign portfolio investor subject
to such conditions, as maybe specified by SEBI from time to time, if any of such activities are not in conflict with the
activities of the mutual fund. In view of such restrictions, we may not be in a position to offer our investment
management and advisory services to offshore funds/pooled assets which are akin to mutual funds. Additionally, while,
undertaking such business activities, we are required to ensure, among other things, that (i) the bank and securities
accounts are segregated activity wise; (ii) there is no conflict of interest with the activities of the mutual fund; (iii)
there exists a system to prohibit access to insider information; and (iv) interests of the customers of the scheme are
protected at all times.

New laws or regulations, changes (including increasing strictness) in the enforcement of existing laws or regulations,
or any consequent penalties, applicable to us, our employees and our customers may adversely affect our business. Our
ability to function in this environment will depend on our ability to constantly monitor and promptly react to legislative
and regulatory changes. Further, as of June 30, 2021, we employed 1,312 personnel, of which 1,002 were permanent
employees, and we are required to comply with various statutory requirements in relation to payment of gratuity,
minimum wages, employee state insurance and provident fund payments. Changes in the compensation requirements
for our employees may increase our costs or otherwise negatively affect our business, results of operations, financial
condition and cash flows.

Regulatory changes may have an adverse effect on our business as a whole. For example, on October 6, 2017, SEBI
issued a circular, later amended on December 4, 2017 and further amended on September 11, 2020 (the “SEBI
Categorisation Circular”), which categorized and rationalized mutual fund schemes into five groups (equity, debt,
hybrid, solution-oriented and other schemes) in order to enable customers to better evaluate the different options
available and take informed decisions to invest. Pursuant to the SEBI Categorisation Circular, subject to a few limited
exceptions, only one scheme per category is permitted to continue to exist or be launched by a mutual fund, with certain
exceptions and asset management companies were required to analyze their existing open-ended schemes and submit
proposals for merging, winding-up or changing the fundamental attributes of their funds to SEBI. Further, SEBI has,
by its circular dated September 11, 2020, partially modified the scheme characteristics of multi cap funds, and directed
that multi cap funds shall invest a minimum of 75% of their total assets in equity and equity related instruments, such
that a minimum of 25% of their total assets are allocated to equity and equity related instruments of each of large cap
companies, mid cap companies and small cap companies, respectively. As of the date of this Prospectus, SEBI has
approved the categorization of all our schemes.

SEBI has recently introduced changes to the gross exposure limits, investment pattern, procedure for changes in control
of an AMC, process and procedure to be followed for change in the sponsors. SEBI has also issued a circular later
modified on March 22, 2021 with respect to investments in debt instruments with special features such as subordination
to equity (absorbs losses before equity capital) and /or convertible to equity upon trigger of a pre-specified event for
loss absorption. Such debt instruments include additional Tier I bonds and Tier 2 bonds issued under Basel III
framework. These circulars prescribe (a) exposure limits that mutual funds and its schemes can have in such bonds, (b)
prescribes that debt schemes that have investments or provisions to invest in such instruments are required to ensure
that the scheme information document of such schemes have provisions for segregated portfolios and (c) guidelines
with respect to valuations of perpetual bonds. SEBI has also issued a circular clarifying that mutual funds shall not
write options, or purchase instruments with embedded written options in goods or on commodity futures. SEBI has
also by way of its circular approved setting up of limited purpose clearing corporations (“LPCC”) by asset
management companies for clearing and settling repo transactions in corporate debt securities. The circular provides
that asset management companies shall contribute an amount of 21,500 million towards the share capital of such LPCC
in proportion to the AUM of open ended debt oriented mutual fund schemes (excluding overnight, gilt fund and gilt

35,
17.

18.

19.

fund with 10 years constant duration but including conservative hybrid schemes) managed by the asset management
companies.

Further, SEBI has approved the issuance of the Securities and Exchange Board of India (Portfolio Managers)
Regulations, 2020 to replace the Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993,
which introduced requirements such as heightened eligibility and net-worth criteria for portfolio managers, increased
minimum investment limits for investors, restrictions on off-market transfers and restricting investments by
discretionary portfolio managers to listed securities.

Our ability to function in this environment will depend on our ability to constantly monitor and promptly react to
legislative and regulatory changes. For further details, please see “Key Regulations and Policies” beginning on page
161.

Reductions of the expense limits prescribed under SEBI regulations may impact our profitability and cause us to
decrease marketing and other efforts on behalf of the funds.

Pursuant to SEBI Mutual Fund Regulations, all mutual fund scheme expenses (other than those specifically mentioned
in the SEBI Mutual Funds Regulations, are required to be fully borne by the asset management company, trustee or
the sponsors) must be borne by the scheme itself rather than the asset management company.

SEBI also prescribes the upper limits with respect to the total expense ratio (which excludes the issue or redemption
expenses, whether initially borne by the mutual fund or by the asset management company, but includes the investment
management and advisory fee) for (a) fund of funds, (b) index fund scheme or exchange traded fund (c) open ended
schemes and (d) close ended and interval schemes.

From time to time these TER limits may be reviewed and revised. For example, with effect from April 1, 2019, TERs
for open-ended equity-oriented schemes were reduced from a range (depending on AUM) of 2.5% to 1.75% to the
current range of 2.25% to 1.05%. There is a possibility that TER limits may be reduced further in the future.

Any failure to maintain costs for our schemes is likely to reduce the amount of management fees we are able to charge
such schemes in compliance with the prescribed TER limits. Further reductions in prescribed TER limits may reduce
our revenues and profits and may cause us to decrease our general marketing efforts on behalf of our funds, which
could adversely affect our AUM and overall demand for the services we offer.

We are subject to certain risks and challenges specific to the Indian mutual fund industry.

Our operations are affected by certain risks and challenges faced by the Indian mutual fund industry as a whole.
According to the CRISIL Report, India’s mutual fund penetration (15%) is significantly lower than the world average
(75%) and also lower than many developed economies such as the United States (140%), Canada (98%), France (98%)
and the UK (78%) and key emerging economies such as Brazil (81%) and South Africa (62%) (figures represent mutual
fund AUM as a percentage of GDP as of 2020, according to the CRISIL Report). Further, the ratio of the equity mutual
fund AUM to GDP in India is considerably low at 6% compared with 89% in the United States, 78% in Canada, 50%
in the United Kingdom, and 30% in Brazil, as of 2020. We are also subject to political instability in India or regions
across the globe, and any harsh protectionist measures by larger economies, or faster-than-required tightening of
monetary policy could impact growth and global trade. See also “— External Risk Factors — Risks Related to India —
Political, economic or other factors that are beyond our control may have an adverse effect on our business and results
of operations.” on page 47.

In addition, according to the CRISIL Report, low financial literacy and the lack of awareness is likely to continue to
hinder the mutual funds industry from capitalizing on the full potential of the Indian economy if not addressed. Further,
according to the CRISIL Report, expanding into the B-30 markets will require substantial investments in marketing
and distribution, which will exert pressure on profit margins of fund houses and, as the SEBI’s recent reductions in
TERs have made sourcing of new business from retail investors more challenging, AMCs will need to focus on
developing alternative sourcing strategies and improving distributor management. In addition, in India, a stamp duty
of 0.005% is charged on all mutual fund purchases as of July 1, 2020. According to the CRISIL Report, this is expected
to have an impact on large corporates, which mostly put their money in liquid funds for shorter periods. For further
details, see “Industry Overview — Mutual Fund Industry Overview — Key Risks and Challenges” on pages 101-102.

Our performance will depend on our ability to manage these risks and challenges adequately. In the event that we are
unable to do so, or if the factors and conditions affecting the Indian mutual fund industry worsen, our business, financial
condition and results of operations may be adversely affected.

We are required to prioritize the interests of the unitholders of our schemes, which could conflict with the interests
of our shareholders and could have an adverse effect on our business, results of operations and cash flows.

36
20.

21.

Pursuant to the SEBI Mutual Fund Regulations, we are required to avoid conflicts of interest in managing the affairs
of our mutual fund schemes and prioritize the interests of the unitholders of such schemes. Accordingly, in the event
of any conflicts arising between the interests of our shareholders and the interests of the unitholders of our schemes,
we are required to prioritize the interests of the latter. We cannot assure you that, going forward, actions that we may
take that we believe are in the best interests of our unitholders would not conflict with the interests of our shareholders
and would not have an adverse effect on our business, results of operations and cash flows.

We require a number of approvals, licenses, registrations and permits for our operations and any inability to obtain
such approvals may adversely affect our business and results of operations.

We require several statutory and regulatory permits, licenses and approvals to operate our business. Many of these
approvals are granted for fixed periods of time and need renewal from time to time. We cannot assure you that the
relevant authorities will issue any or all requisite permits or approvals in the timeframe anticipated by us, or at all. If
such permits and licenses were not renewed, our business operations and reputation may be adversely affected. Further,
some of our permits, licenses and approvals are subject to several conditions and we cannot assure you that we will be
able to continuously meet such conditions or be able to prove compliance with such conditions to the statutory
authorities, which may lead to the cancellation, revocation or suspension of relevant permits, licenses or approvals.
For instance, the approval to act as a portfolio manager, granted to our Company by SEBI, is subject to the condition
that we shall take adequate steps to resolve the investor grievances within one month from the date of receipt of such
complaint. We are also obligated to keep SEBI informed on a continuous basis about the number, nature and other
particulars of any complaints received. Any failure by us to apply in time, to renew, maintain or obtain the required
permits, licenses or approvals, or the cancellation, suspension or revocation of any of the permits, licenses or approvals
may result in the interruption of our operations or regulatory actions. For further details, please see “Key Regulations
and Policies” and “Government and Other Approvals” beginning on pages 161 and 295, respectively, of this
Prospectus.

There are outstanding legal proceedings involving our Company, one of the schemes managed by our Company,
and ABCL (one of our Promoters) that, if determined against them, could adversely impact our reputation and may
have an adverse effect on our business, results of operations, financial condition and cash flows.

We are involved in legal proceedings in our ordinary course of business, which are pending at different levels of
adjudication before various courts, tribunals and statutory, regulatory and other judicial authorities in India, and, if
determined adversely, could adversely affect our reputation, business, results of operations, financial condition and
cash flows. We can give no assurance that these legal proceedings will be decided favorably or that no further liability
may arise from these claims in the future.

The summary of outstanding matters set out below includes details of criminal proceedings, tax proceedings, statutory
and regulatory actions and other material pending litigation involving our Company, one of the schemes managed by
our Company, and ABCL (one of our Promoters), as of the date of this Prospectus. For further details, see “Outstanding
Litigation and Material Developments” beginning on page 290.

 

 

 

 

 

 

 

 

 

 

 

‘Types of proceedings Number of cases Amount (in & million)
Litigation involving Aditya Birla Real Estate Fund (ABREF”) one of the schemes managed by our Company in which our
Company is representing ABREF as its investment manager

Criminal cases 2 2,500.00*
Material civil litigation above the materiality threshold 1 219.83
Litigation against our Company

Direct tax proceedings involving our Company 11 72.77
Litigation against our Directors

Criminal proceedings 9 7
Litigation against ABCL (one of our Promoters)

Direct tax proceedings involving ABCL 1 1

 

 

 

 

*To the extent ascertainable.

These matters may not be settled in our favor and further liability may arise from them. Any adverse orders that may
be issued in any such ongoing or other potential litigation could impact our operations and financial results. Damages
awarded under Indian law and by Indian courts may vary depending on the facts of the case. Our insurance coverage
and any available indemnities may be inadequate. If any current or future cases are not resolved in our favor, and if
our insurance coverage and any applicable indemnity is insufficient to cover the damages awarded, we may be required
to make substantial payments or to modify or restrict our operations, any of which could have an adverse impact on
our business and financial results.

Our Company has made provisioning for the probable liabilities arising out of direct tax matters as set out in
“Outstanding Litigation and Material Developments” beginning on page 290. Further, our Company has disclosed the
following amount as contingent liabilities as per Ind AS 37, as of June 30, 2021:

37
(& in million)

 

 

 

 

 

 

 

 

Particular As of June 30, 2021
Claims against us not acknowledged as debts in respect of:
Income tax matters 328.43
Other matters 8.42

 

 

As an asset management company, we have fiduciary duties to our investors. If our investors suffer significant losses,
or are otherwise dissatisfied with our services, we could be subject to legal liabilities and actions alleging negligent
misconduct, breach of a fiduciary duty and breach of contract. These risks are often difficult to assess or quantify and
their existence and magnitude often remain unknown for substantial periods of time. We may incur significant legal
expenses in defending against litigation. Substantial legal liability or significant regulatory action against us may
adversely affect our business, financial condition or results. Involvement in such proceedings or any future litigation
could also divert our management’s time and attention and consume financial resources. Further, an adverse judgment
in these proceedings could have an adverse impact on our business, results of operations, financial condition and cash
flows.

Any new developments, such as a change in Indian law or rulings against us by appellate courts or tribunals, may
require that we make provisions in our financial accounts, which could increase our reported expenses and our
liabilities. Any provisions we have made for litigation may not be sufficient and further substantial litigation may be
brought against us in the future. Legal cases in courts or tribunals often take a long time to be decided. For further
details on the above matters, see the section titled “Outstanding Litigation and Material Developments”, beginning on
page 290.

22. Data privacy laws, rules and regulations and the potential loss or misuse of customer data could have an adverse
effect on our business, reputation, results of operations and cash flows.

Regulators in various jurisdictions are increasingly scrutinizing how companies collect, process, use, store, share and
transmit personal data. This increased scrutiny may result in new interpretations of existing laws, thereby further
impacting our business. In India, the Supreme Court, in a judgment delivered on August 24, 2017, has held that the
right to privacy is a fundamental right. Following this judgment, the Government of India is considering enactment of
Personal Data Protection Bill, 2019 (“Data Protection Bill”) for implementing organizational and technical measures
in processing personal data and lays down norms for cross-border transfer of personal data and to ensure the
accountability of entities processing personal data. The enactment of the Data Protection Bill may introduce stricter
data protection norms and could require our Company to undertake additional processes which may divert
management’s time and attention.

We maintain significant amounts of highly sensitive investor data (both offline and online) and are subject to data
privacy laws, rules and regulations that regulate the use of customer data. Despite the security measures we have put
in place, there remains a risk that such data could be lost and/or misused as a result of an intentional or unintentional
act by internal or external parties (including by the third-party service providers we engage), including cyber threats
such as phishing and Trojans-targeting our investors, hacking and data theft. For example, in January 2021, an agent
at one of our outsourced contact centers misused certain confidential investor data to execute switch transactions in
certain of our equity schemes. Upon further investigation, we discovered that the agent possessed an ARN code which
was not properly disclosed to us or the contact center. The unauthorized switch transactions have been reversed and
we are in the process of recovering the financial impact on the schemes, which is estimated to amount to only 227,000
or less, from the contact center. Any security breach, data theft, unauthorized access, unauthorized usage, virus or
similar breach or disruption could result in loss or disclosure of confidential information, and any actual or perceived
concerns that our systems may be vulnerable to such attacks or disruptions may deter our customers from using services
and cause negative publicity. Any such loss or misuse of customer data could result in increased regulatory scrutiny,
fines, the need to compensate customers, remediation costs and have an adverse effect on our reputation.

Any failure, or perceived failure, by us to comply with applicable regulatory requirements, including those related to
privacy, data protection, information security, or consumer protection-related privacy laws and regulations, could result
in proceedings or actions against us by governmental entities or individuals, subject us to fines, penalties, and/or
judgments, or otherwise adversely affect our business and reputation.

23. Our failure to comply with anti-money laundering, insider trading, anti-terrorist financing rules, regulations,
circulars and guidelines applicable to us issued by regulatory and government authorities could result in criminal
and regulatory fines and reputational damage.

We are required to comply with applicable anti-money laundering and anti-terrorist financing laws and other

regulations in India (including the Prevention of Money Laundering Act, 2002 and rules and regulations made

thereunder, SEBI (Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 and SEBI

(Prevention of Insider Trading) Regulations, 2015). These laws and regulations require us to, among other things,
38
adopt and enforce KYC, anti-money laundering (“AML”) and counter-terrorism policies and procedures and report
suspicious and large transactions to the applicable regulatory authorities in different jurisdictions.

We, in the course of our operations, run the risk of failing to comply with the prescribed KYC procedures and the
consequent risk of fraud and money laundering by dishonest customers despite putting in place systems and controls
to prevent the occurrence of these risks as is customary in our jurisdiction. For instance, there were suspicious
transactions that we reported to the Financial Intelligence Unit — India in the months of April 2018, August 2018 and
March 2019. In certain of our activities and in our pursuit of business, we risk inadvertently offering our financial
products and services to unsuitable customers despite our KYC and AML policies. Such incidents may result in
regulatory action or requirements to invest further in our relevant systems, either of which could result in increased
expenses, or in damage to our reputation which could reduce our attractiveness to investors.

24, Any failure or significant weakness of our internal processes or systems could cause operational errors or incidents
of fraud, which would adversely affect our business and reputation.

We are responsible for establishing and maintaining adequate internal measures commensurate with the size and
complexity of operations. Our internal audit functions make an evaluation of the adequacy and effectiveness of internal
systems on an ongoing basis so that business units adhere to our policies, compliance requirements and internal
guidelines. While we periodically test and update our internal processes and systems including those to monitor our
employees, agents, distributors and other third parties, we are exposed to operational risks arising from the potential
inadequacy or failure of internal processes or systems, and our actions may not be sufficient to ensure effective internal
checks and balances in all circumstances. For example, we are subject to the risk of, and have in the past experienced,
human or dealing errors during the execution of manual transactions such as “fat finger” errors made by our brokers
or dealers when making bids or trades. We have generally been able to rectify such errors by executing the correct
transaction immediately or by the following day as well as recover any resulting financial losses by claiming
compensation from the relevant broker or dealer that made the mistake. In March 2019, we made a “fat finger” error
on the NSE’s electronic bidding platform which resulted in a bid variance of approximately 100 bps (or 1%) for a
particular bond bid. We detected this error and communicated it to the exchange within 10 minutes, which enabled us
to successfully cancel the bid. The error did not have any financial impact on our schemes, but resulted in the exchange
suspending our Company from executing primary issuance bids for a one-month period. In the last three financial
years, this was the only instance that a “fat finger” error led to such a suspension.

Our management information systems and internal procedures that are designed to monitor our operations and overall
compliance may not identify every instance of non-compliance or every suspicious transaction. If internal system or
process weaknesses are identified, our actions may not be sufficient to correct such weakness. Failures or material
errors in our internal systems may lead to inaccurate financial reporting, fraud and failure of critical systems and
infrastructure. While we have taken steps to reduce instances of fraud, mis-selling and other forms of misconduct by
our agents, employees and distribution partners, including taking action against malpractices, conducting training
programs for employees and distributors, we cannot assure you that these measures will succeed in detecting or
deterring misconduct or to provide sufficient evidence to conclude investigations of misconduct. Such instances may
also adversely affect our reputation, business, results of operations and cash flows. We cannot assure you that that we
would be able to prevent frauds in the future or that our existing internal mechanisms to detect or prevent fraud will be
sufficient. Any fraud discovered in the future may have an adverse effect on our business, profitability and reputation.

25. Our business operations and investor services are highly dependent on information technology.

Our ability to operate and remain competitive depends in part on our ability to maintain and upgrade our information
technology systems and infrastructure on a timely and cost-effective basis, including our ability to process a large
number of transactions on a daily basis. Our operations also rely on the secure processing, storage and transmission of
confidential and other information in our computer systems and networks. Our financial, accounting and other data
processing systems, management information systems and our corporate website may fail to operate adequately or
become disabled as a result of events beyond our control, including a disruption of electrical or telecommunications
services.

Our systemic and operational controls may not be adequate to prevent frauds, errors, hacking and system failures.
Further, customer applications and interfaces, may be hacked or compromised by third parties, resulting in theft and
losses to our customers and to us. Some of these cyber threats from third parties include: (a) phishing and Trojans —
targeting our customers, wherein fraudsters send unsolicited mails to our customers seeking account sensitive
information or to infect customer machines to search and attempt ex-filtration of account sensitive information; (b)
hacking — wherein attackers seek to hack into our website with the primary intention of causing reputational damage
to us by disrupting services; (c) data theft — wherein cyber criminals may attempt to intrude into our network with the
intention of stealing our data or information; (d) ransomware — a malware which threatens to block or publish data
unless a ransom is paid and (e) advanced persistency threat — network attack in which an unauthorized person gains
access to our network and remains undetected for a long period of time. In addition, due to the recent social distancing

39
26.

27.

28.

29.

measures and the lockdown imposed by the government, there has been a recent increase in electronic transactions
which increases the risk of cyber-attacks. Further, pursuant to SEBI circular dated April 11, 2019, our Company is
required to have a system audit conducted by an independent qualified certified information systems auditor/certified
information security manager or equivalent auditor annually in relation to front office system with the back office
system, fund accounting system for calculation of net asset values, financial accounting and reporting system, unit-
holder administration and servicing systems for customer service, funds flow process, system processes for meeting
regulatory requirements, prudential investment limits and access rights to systems interface. In the past, such system
auditors have identified certain errors and observations.

If any of these systems (or their back-up systems and procedures) do not function properly or are disabled, we could
suffer financial loss under contracts for service provision, business disruption, liability to investors, regulatory
intervention or damage to our reputation. We cannot assure you that a failure will not occur, or that back-up procedures
and capabilities in the event of any such failure or interruption will be adequate.

We significantly depend on the services provided by certain third parties for our operations. Any deficiency or
interruption in their services could adversely affect our business operations and reputation.

We engage third party service providers from time to time for services including unit administration, fund accounting,
custodians, settlement of securities, payment gateways, information technology and call center services subject to
applicable regulations. We also rely on third-party custodians for settling trades. Any failure by a custodian to execute
trade in a timely and efficient manner may affect our reputation and business. In the event any of these third parties
were to terminate their contractual relationships with us or fail to provide the agreed services to us for any reason, our
business, results of operations and cash flows may be materially disrupted and we may be held liable legally or suffer
reputational damage on account of any deficiency of services on the part of such service providers. In addition, if the
third-party service providers are subject to data breaches which have the effect of any leaks in customer or operational
data, mismanage customer interface, or fail to operate or comply with applicable regulations or governance standards,
we could suffer reputational harm and may be subjected to regulatory actions. We cannot assure you that we will be
successful in continuing to receive uninterrupted and quality services from our third party service providers. Any
disruption or inefficiency in the services provided by our third party service providers could interrupt our business
operations and damage our reputation.

We may introduce new products for our customers and we cannot assure you that such products will be profitable
in the future.

We introduce new products and services in our existing lines of business. We may incur costs to expand our range of
products and cannot guarantee that such new products will be successful once offered. Such failure may be due to
factors outside of our control, such as general economic conditions, competition, changing customer demands, or our
own errors in judgment of customer demands and product features. Several products that we launch may also require
prior approval from SEBI, which we may not obtain in a timely manner, or at all. If we fail to develop and launch these
products successfully, we may lose a part or all of the costs incurred in development and promotion or discontinue
these products entirely, which could in turn increase our expenses without a corresponding increase in revenue.

We undertake certain business operations outside of India which are subject to risks.

We currently provide certain advisory services to clients outside of India, through our Subsidiaries. Operating in such
jurisdictions presents difficulties and risks that are different from those we face in India and our ability to effectively
manage such risks may be limited. We face additional risks including:

© — operations in such jurisdictions are subject to different competitive environments and regulatory regimes; and

e the customer base in such jurisdictions that may be interested in investment in Indian securities is more limited
than in India.

Therefore we may not be able to grow our business outside of India at the same rate as we grow our domestic business,
or at all, and it is possible that we find it difficult to maintain our operations in such jurisdictions.

We may need additional capital in the future, and we cannot assure you that we will be able to obtain such capital
on acceptable terms, or at all.

We may require additional capital in the future in order for us to maintain our net worth and capital adequacy

requirements, remain competitive, pay operating expenses, meet our liquidity needs and offer new products and

services. Our ability to obtain additional capital from external sources in the future is subject to a variety of factors,

including our future financial condition, results of operations and cash flows; our ability to obtain the necessary

regulatory approvals on a timely basis; any tightening of credit markets and general market conditions for raising debt

and equity; and economic, political and social conditions in the geographical markets in which we operate and
40
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31.

32.

elsewhere. We cannot assure you that we will be able to obtain additional capital in a timely manner and on acceptable
terms, or at all. Future debt financing could include terms that restrict our financial flexibility or restrict our ability to
manage our business freely. Further, the terms and amount of any additional capital raised through issuances of equity
securities may result in significant dilution to our shareholders’ equity interests.

Our operations could be adversely affected by strikes or increased wage demands by our employees or any other
kind of disputes with our employees.

As of June 30, 2021, we employed 1,312 personnel, of which 1,002 were permanent employees, across our operations.
Although we have not experienced any material employee disputes in the past, we cannot assure you that we will not
experience disruptions in work due to disputes or other problems with our work force, which may adversely affect our
ability to continue our business operations. Any employee unrest directed against us, could directly or indirectly
prevent or hinder our normal operating activities, and, if not resolved in a timely manner, could lead to disruptions in
our operations. These actions are impossible for us to predict or control and any such event could adversely affect our
business, results of operations, financial condition and cash flows.

Our insurance coverage may not be sufficient or may not adequately protect us against all material hazards, which
may adversely affect our business, results of operations, financial condition and cash flows.

We believe that the insurance coverage we maintain is reasonably adequate to cover the normal risks associated with
the operation of our businesses. However, we cannot assure you that any claim under the insurance policies maintained
by us will be honored fully, in part or on time, or that we have obtained sufficient insurance to cover all potential
losses. In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance
coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely
manner, or at acceptable cost, or at all. As of June 30, 2021, the written down value of our total tangible assets was
105.26 million. As of such date, we had taken insurance coverage on our assets amounting to 7628.65 million, which
represented 597.23% of the written down value of our total tangible assets. To the extent that we suffer loss or damage,
or successful assertion of one or more large claims against us for events for which we are not insured, or for which we
did not obtain or maintain insurance, or which is not covered by insurance, exceeds our insurance coverage or where
our insurance claims are rejected, the loss would have to be borne by us and our results of operations, financial
condition and cash flows could be adversely affected.

We have in the past entered into related-party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders.

We have entered into various transactions with related parties. While we believe that all such transactions have been
conducted on an arm’s length basis, in accordance with our related party transactions policy and contain commercially
reasonable terms, we cannot assure you that we could not have achieved more favorable terms had such transactions
been entered into with unrelated parties. It is likely that we may enter into related party transactions in the future.
Although all related party transactions that we may enter into post-listing, will be subject to board or shareholder
approval, as necessary under the Companies Act and the Listing Regulations, in the interest of the Company and its
minority shareholders and in compliance with the Listing Regulations, we cannot assure you that such future
transactions, individually or in the aggregate, will not have an adverse effect on our financial condition, results of
operations and cash flows or that we could not have achieved more favorable terms if such transactions had not been
entered into with related parties.

The following table sets forth a summary of the related-party transactions we entered into, as per Ind AS 24 read with
the SEBI ICDR Regulations, during the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months | For the Financial Years Ended
Ended June 30, March 31,
Particulars 2021 2020 2021 2020 2019
(@in millions, except percentages)
Dividend income - - = - 53,12
Expenses:
Fees & Commission 2.15 2.05 8.86 4.84 12.77
Contribution to Group Mediclaim/Insurance
Premium/Gratuity - 2.56 39.61 48.69 46.00
Business Promotion Expenses 34.30 117.36 209.27 167.35, 212.49
Rent 1.59 3.45 12.29 15.21 10.71
Telephone & Internet - - - - 0.72
Advisory Services 2.89 2.98 17.48 8.41 -
Software & Technology Expenses 8.27 6.38 27.60 - =
Employee Benefit Expenses - 0.07 -

 

 

 

 

 

 

 

 

 

41
33.

34,

35.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months | For the Financial Years Ended

Ended June 30, March 31,

Particulars 2021 2020 2021 2020 2019
(# in millions, except percentages)

Reimbursements of Costs Paid 146.68 139.00 524.65 702.55 794.07
Reimbursements of Costs Received 1.91 0.11 3.28 3.64 23,74
Managerial Remuneration 24.19 9.37 55.03 60.55, 189.14
Director’s Sitting Fees 1.00 0.46 2.18 2.29 2.74
Interim Dividend Paid 705.60 —| 1,400.04 3,300.00] 3,000.00
CSR Contribution - 106.20 - -
Sale of Fixed Assets 4.46 0.01
Purchase of Fixed Assets - - 1.55 ~ 2.17
Software Development (CWIP/Capitalized —

Intangible) - 2:31 9.35 - -
Deposit Paid - - - 3.47
Refund of Security Deposit Received 2.52 -
Aggregated absolute arithmetic total

(including inter-company transactions) (A) 928.58 286.03| 2,424.44 4,313.54] 4,351.14
Total income (B) 3,362.45| 2,607.47| 12,058.41| 12,347.68| 14,072.50
Aggregated absolute arithmetic total

(including inter-company transactions) to

Total income (A/B) (%) 27.62% 10.97% 20.11% 34.93% | 30.92%

 

 

 

 

 

 

The above table has been derived from the table entitled “Summary of Related Party Transactions” on pages 17-23.
The above table includes certain intercompany transactions which were eliminated in our Restated Consolidated
Financial Statements but have been disclosed separately in “Summary of the Offer Document — Summary of Related
Party Transactions” on pages 17-23. For further details of our related-party transactions, see “Related-Party
Transactions” on page 268.

Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.

Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow, working capital
requirements, capital expenditure and restrictive covenants of our financing arrangements. Any future determination
as to the declaration and payment of dividends will be at the discretion of our Board and will depend on factors that
our Board deems relevant, including among others, our future earnings, financial condition, cash requirements,
business prospects and any other financing arrangements. Additionally, our ability to pay dividends may also be
restricted by the terms of financing arrangements that we may enter into. Dividends distributed by us may also attract
taxes at rates applicable from time to time. We cannot assure you that we will be able to pay dividends in the future.
For further details, see “Dividend Policy” on page 212.

We may engage in strategic transactions and other business combinations that are subject to risks and may adversely
affect our business, results of operations and cash flows.

We may pursue potential strategic transactions and other business opportunities, including acquisitions, consolidations,
joint ventures or similar transactions in the future. Our ability to achieve benefits from such transactions will depend
in large part upon whether we are able to integrate the acquired businesses with our Company in an efficient and
effective manner. The integration and the achievement of synergies requires, among other things, coordination of
business development and employee retention, hiring and training policies, as well as the alignment of products, sales
and marketing operations, compliance and control procedures, and information and software systems. Any difficulties
encountered in combining operations could result in higher integration costs and lower savings than expected. The
failure to successfully integrate an acquired business or the inability to realize the anticipated benefits of such
acquisitions could significantly increase our expenses, which, without a commensurate increase in total revenue, would
lead to a decrease in net revenue. In addition, acquired businesses may have unknown or contingent liabilities,
including liabilities for failure to comply with relevant laws and regulations, and we may become liable for the past
activities of such businesses.

Statistical and industry data in this document is derived from the CRISIL Report commissioned by us for such
purpose for an agreed fee.

The industry-related information contained in this Prospectus is derived from the CRISIL Report dated September
2021 which has been commissioned and paid for by our Company for an agreed fee for the purposes of confirming our
understanding of the industry exclusively in connection with the Offer. We officially engaged CRISIL Research, a

42
36.

37,

38.

39.

40.

division of CRISIL Limited, in connection with the preparation of the CRISIL Report on March 24, 2021. The report
use certain methodologies for market sizing and forecasting. While we believe such information to be true, we cannot
assure you that such information is complete or reliable. Accordingly, investors should read the industry related
disclosure in this Prospectus in this context. Industry sources and publications are also prepared based on information
as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also
base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. While
industry sources take due care and caution while preparing their reports, they do not guarantee the accuracy, adequacy
or completeness of the data. Accordingly, investors should not place undue reliance on or base their investment
decision solely on this information.

We have used the term “non-bank affiliated AMC” in this Prospectus which may not be considered a common
terminology for classification of AMCs in reference to our industry.

The industry that we operate in comprises different participants including bank-affiliated AMCs and non-bank
affiliated AMCs. The term “non-bank affiliated AMC” refers to an AMC that does not have promoters or associate
entities that are banks or which are not otherwise related to a bank entity.

We believe that AMCs that are affiliated with banks typically benefit from their distribution network of bank branches
for marketing and distribution of their mutual fund products and therefore, such bank affiliated AMCs may have an
advantage over other non-bank affiliated AMCs like us in this regard. However, you should note that the term “non-
bank affiliated AMC” may not be considered common classification terminology used in reference to our industry and
the investors should not rely upon such classification to make their investment decision.

We may be subject to pressures to reduce our investment management fees or portfolio management fees or fees
from advisory services, which could reduce our revenue and profitability.

Asset management/advisory fees tend to be low for Government-sponsored business, institutional customers managed
under the portfolio management services and/or investment management and advisory services. We may encounter fee
pressure as a result of the competitive pressures of the market. In order for us to maintain our fee structure in a
competitive environment, we must be able to provide customers with superior investment returns and service that will
encourage them to be willing to pay our fees. However, we may not be able to maintain our current fee structure, which
may have an adverse effect on our business and results of operations.

Our Company has not utilized the full amounts earmarked towards corporate social responsibility activities.

During the financial years 2021, 2020 and 2019, we had earmarked an aggregate amount of 7106.29 million, 86.90
million and 269.91 million, respectively, for corporate social responsibility (“CSR”) activities to be undertaken.
During the financial years 2021, 2020 and 2019, our CSR expenditure incurred amounted to 7106.29 million, 86.90
million and 269.90 million, respectively. As such, during the financial year 2019, we did not utilize 20.01 million of
the earmarked amount for CSR activities and therefore spent less than the prescribed amount under the Companies
Act for CSR activities. Although we have increased our focus on utilizing funds earmarked for CSR activities, we
cannot assure you that we will be able to spend the amounts earmarked for CSR activities in the future.

Certain of our Directors and Key Management Personnel may be interested in our Company other than
remuneration and reimbursement of expenses.

Certain of our Directors and Key Management Personnel are interested in our Company, in addition to regular
remuneration or benefits and reimbursement of expenses, to the extent of their shareholding, direct and indirect, and
stock options in our Company and benefits arising therefrom. Our Chairman, Kumar Mangalam Birla, holds 160 Equity
Shares in our Company. Further, our Managing Director and Chief Executive Officer, A Balasubramanian and our
Chief Financial Officer, Parag Joglekar hold 416 Equity Shares and 512 Equity Shares, respectively, in our Company
as nominees of our Promoter, ABCL. Further, pursuant to the ESOP Scheme, our Key Managerial Personnel have been
granted employee stock options and restricted stock units. For further details, see “Capital Structure — Notes to Capital
Structure — Employee Stock Option Scheme” on pages 76-78, and “Our Management ~ Interests of our Director” on
page 187. Our Promoters are also interested in our Company to the extent of their shareholding in our Company and
any benefits arising therefrom. Some of our Directors may also be interested to the extent of any transaction entered
into by our Company with any other company/firm/entity in which they are director/promoter/partner. For further
details, see “Our Promoter and Promoter Group ~ Interests of our Promoters” on page 201.

Our Promoters are selling Equity Shares in the Offer and will receive proceeds as part of the Offer for Sale.

The Offer is an offer for sale of 38,880,000 (subject to finalisation of the basis of Allotment) Equity Shares by our
Promoters. The proceeds from the Offer will be paid to the Promoters pursuant to the Offer, and we will not receive
any such proceeds. For further details, see “Objects of the Offer” and “Capital Structure” beginning on pages 79 and
68, respectively.

43
41. We do not own our branch offices, including our registered office and corporate office. Any termination or failure
by us to renew the lease/ leave and license agreements in a favorable and timely manner, or at all, could adversely
affect our business and results of operations.

Our branch offices including our registered office and corporate office are located on leased or licensed premises. The
lease agreements can be terminated, and any such termination could result in any of our offices being shifted or shut
down. Some of the lease/ leave and license agreements may have expired in the ordinary course of business and we
are currently involved in negotiations for the renewal of these lease/ leave and license agreements. While we have not
faced major issues renewing the leases of our offices in the past, if these lease/ leave and license agreements are not
renewed or not renewed on terms favorable to us, we may suffer a disruption in our operations or increased costs, or
both, which may affect our business, results of operations and cash flows.

42. Our Company is currently set up as a joint venture between ABCL and Sun Life AMC. ABCL and Sun Life AMC
will continue to significantly influence our Company after completion of the Offer.

ABCL (together with its nominees) and Sun Life AMC currently hold 146,879,680 and 141,120,000 of our Equity
Shares, respectively, representing approximately 51% and 49%, respectively, of the pre-Offer equity share capital of
our Company. Pursuant to the Articles of Association and upon receipt of approval by the shareholders of our Company
by way of a special resolution in a general meeting after listing, ABCL shall have the right to nominate (i) two Directors
if its shareholding in our Company is 26% or more but less than 30% and (ii) three Directors if its shareholding in our
Company is 30% or more. Similarly, Sun Life AMC will have the right to nominate (i) one Director if its shareholding
in our Company is 26% or more but less than 30%; and (ii) two Directors if its shareholding in our Company is 30%
or more. Subject to Indian law and the shareholding thresholds as above, ABCL’s right to nominate a Director and as
the Chairman of our Company and of our Board shall mean to include the right available to our Promoter Group, other
than those forming part of the Sun Life Group. ABCL and Sun Life AMC have also agreed on certain inter-se rights
that shall come into effect upon the listing of our Equity Shares. For details, see “History and Certain Corporate
Matters — Key terms of all subsisting shareholders agreements” on pages 174-177.

Further, ABCL and Sun Life Financial Inc., the ultimate holding company of Sun Life AMC, are both listed companies.
To the extent that business or financial information relating to our Company can be derived from the annual or other
public reports of ABCL and/or Sun Life Financial Inc. prepared in the ordinary course or filings made with the relevant
stock exchanges in accordance with applicable standards and requirements for listed company disclosure, investors are
reminded that such information has not been and will not be prepared for purposes of this Offer and does not form a
part of this Prospectus. Any investment decision in connection with the Offer must be taken only on the basis of the
information in this Prospectus.

43. Our Promoters, ABCL and Sun Life AMC, have agreed to certain inter-se arrangements that shall come into effect
upon the listing of our Equity Shares. ABCL and Sun Life AMC will continue to significantly influence our
Company after completion of the Offer.

Our Promoters, ABCL and Sun Life AMC, have agreed to certain inter-se arrangements under the Restated Inter-se
Agreement. These arrangements relate to:

(a) manner of compliance of minimum public float requirements;

(b) voting arrangements wherein our Promoters, subject to each holding at least 26% of the equity share capital of
our Company, shall mutually agree on voting prior to casting votes on four critical matters which require
Shareholders’ approval, namely in relation to (i) material change in the nature of our Company’s business /
entering into new business by our Company, (ii) fundamental corporate change, including amalgamation,
reorganization, dissolution, winding up, merger or liquidation of our Company, (iii) matters relating to the
appointment of the chief executive officer and/or executive director, and (iv) creation of, or material changes
to, any policy relating to long-term or deferred compensation plans or managements for key employees;

(c) certain transfer related inter-se rights, including right of first refusal and piggy-back (or tag-along) rights;

(d) certain restrictions to not engage in any undertaking in India which is competitive with any of the businesses
carried on by our Company or its Subsidiaries until a prescribed time; and

(e) right of only ABCL and our Promoter Group, other than those forming part of the Sun Life Group, to nominate
the Chairman of our Company and of our Board. Sun Life AMC has agreed to cause its nominee Directors on
our Board and its nominee shareholders, if any, to use their voting powers to vote in favour of the appointment
of a Director nominated as Chairman by ABCL/our Promoter Group, other than those forming part of the Sun
Life Group.

Such arrangements shall come into effect upon the listing of our Equity Shares. For further details, see “History and
44
44,

45,

46.

Certain Corporate Matters — Key terms of all subsisting shareholders agreements” on page 174-177. In the event that
ABCL and Sun Life AMC have disagreements in relation to the above arrangements or in complying with terms of
the Inter-se Agreement, our business may be affected. Additionally, if ABCL and Sun Life AMC are unable to reach
an agreement in relation to the voting arrangements listed in (b) above, our business plans, results of operations and
financial condition may be affected.

Fluctuations in the market value of our investments could adversely affect our results of operations and financial
condition.

Fluctuations in the market values of our investments could cause us to write down the value of our assets, affect our
liquidity and reduce our ability to enforce our security, which could adversely affect our result of operations and
financial condition. We may not accurately identify changes in the value of our investments caused by changes in
market prices, and our assessments, assumptions or estimates may prove inaccurate or not predictive of actual results.

Grants of stock options under our employee stock option plan may result in a charge to our profit and loss account
and, to that extent, reduce our profitability and financial condition.

Pursuant to the resolutions passed by our Board on April 5, 2021, April 14, 2021 and September 8, 2021, and by our
Shareholders on April 6, 2021, April 15, 2021 and September 8, 2021, our Company approved the ESOP Scheme for
issue of employee stock options and/or restricted stock units to eligible employees, which may result in issue of not
more than 4,608,000 Equity Shares. As of the date of this Prospectus, our Company has granted 3,232,899 employee
stock options and 951,354 restricted stock units under the ESOP Scheme. Further, our Company may grant additional
options and restricted stock units under ESOP Scheme in the future. Grants of stock options result in a charge to our
statement of profit and loss and reduce, to that extent, our reported profits in future periods. Any issuance of the equity
or equity-linked securities by us, including through exercise of employee stock options pursuant to the ESOP Scheme
or any other employee stock option scheme we may implement in the future, may dilute your shareholding in the
Company, adversely affecting the trading price of the Equity Shares and our ability to raise capital through an issuance
of new securities. For further details in relation to the ESOP Scheme, see “Capital Structure — Notes to Capital
Structure — Employee Stock Option Scheme” beginning on page 76.

Some of our secretarial records are not traceable.

The secretarial records for certain past allotments of Equity Shares made by our Company, and changes in relation to
the name of our Company, could not be traced as the relevant information was not available in the records maintained
by our Company, at the MCA Portal maintained by the Ministry of Corporate Affairs and the RoC, despite conducting
internal searches and engaging an independent practicing company secretary to conduct the search. Further, certain
form filings and certain record with respect to transfer of Equity Shares among the Shareholders of our Company are
not traceable.

The allotments include allotments of 800,000 Equity Shares on November 14, 1994, 2,799,930 Equity Shares on
November 30, 1994, 2,400,000 Equity Shares on December 9, 1994, 1,750,000 Equity Shares on September 18, 1995,
7,250,000 Equity Shares on December 8, 1997 and 3,000,000 Equity Shares on May 21, 1999.

In addition, with respect to the allotment of (a) 2,400,000 Equity Shares on December 9, 1994, (b) 700,000 Equity
Shares on September 18, 1995, (c) 290,000 zero-coupon secured fully convertible debentures on August 19, 1996, (d)
allotment of 290,000 Equity Shares pursuant to the conversion of zero-coupon secured fully convertible debentures on
December 8, 1997, and (e) transfer of 6,000,000 Equity Shares on May 21, 1999, our Company is not able to trace the
corresponding forms filed with the RBI as then required under the Foreign Exchange Regulation Act. Further, there
has been a delay in reporting requirements relating to allotment of 3,000,000 Equity Shares on May 21, 1999 with the
RBI. While we have responded to the queries raised by RBI, our Company is yet to receive acknowledgement from
the RBI with respect to the aforesaid allotment.

Further, with respect to the change in the name of our Company from ‘Birla Capital International AMC Limited’ to
“Birla Sun Life Asset Management Company Limited’, we are not able to trace the shareholders’ resolution.

While certain information in relation to the allotments and changes in relation to the change in the name of our
Company has been disclosed in the sections “Capital Structure” and “History and Certain Corporate Matters”
beginning on pages 68 and 172, respectively, in this Prospectus, based upon the details provided in the search report
dated April 18, 2021, prepared by Makarand M Joshi & Co. Company Secretaries, independent practicing company
secretary, and certified by their certificate dated April 19, 2021, we may not be able to furnish any further information,
other than what is already disclosed in “Capital Structure” and “History and Certain Corporate Matters”.

Our Company through Makarand M Joshi & Co. Company Secretaries, independent practicing company secretary, has

undertaken an independent search/ inspection of (i) minutes of the board meetings and shareholders meetings, (ii)

statutory registers; (iii) forms and its attachments available in the digital records maintained on the Ministry of
45
47.

48.

Corporate Affairs portal at www.mca.gov.in and (iv) physical search of the corporate records of the Company as
maintained at the office of the Registrar of Companies to trace the above mentioned documents.

While no legal proceedings or regulatory actions have been initiated against our Company in relation to untraceable
secretarial and other corporate records and documents as of the date of this Prospectus, we cannot assure you that such
legal proceedings or regulatory actions will not be initiated against our Company in future.

Employee fraud or misconduct could harm us by impairing our ability to attract and retain investors and subject us
to significant legal liability and reputational harm.

Our business is exposed to the risk of employee misappropriation, fraud or misconduct. Misconduct by employees
could involve engaging in mis-selling, misrepresentation or fraudulent, deceptive or otherwise improper activities
when marketing or selling products; binding us to transactions; unauthorized activities such as insider trading;
improperly using or disclosing confidential and price-sensitive information; making illegal or improper payments;
falsifying documents or data; recommending products, services or transactions that are not suitable for our customers;
misappropriating funds; engaging in unauthorized or excessive transactions to the detriment of our customers or not
complying with applicable laws or our internal policies and procedures, which could result in regulatory sanctions
against us and reputational and financial harm. For example, there has been an instance in the recent past where an
employee violated the code of conduct prescribed by AMFI by not disclosing that his relative was empaneled as a
distributor for our products. The employee fraudulently stamped application forms as “direct” under the AMFI
registration number of his relative. We terminated the services of this employee and reported the matter to AMFI.
While we strive to monitor, detect and prevent fraud and misappropriation by our employees through various internal
control measures, we may be unable to adequately prevent or deter such activities in all cases. There could be instances
of fraud and misconduct by our employees, which may go unnoticed for certain periods of time before corrective action
is taken. Even when we identify instances of fraud and other misconduct and pursue legal recourse or file claims with
our insurance carriers, we cannot assure you that we will recover any amounts lost through such fraud or other
misconduct.

In connection with our PMS business, we may typically have discretion to trade client’s assets on the clients’ behalf,
as per their mandate, and we must do so by acting in the best interest of the client. Our employees are subject to a
number of obligations and standards, and the violation of those obligations or standards may adversely affect our clients
and us. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this
activity may not be effective in all cases.

The mutual fund business in India may be adversely affected by changes in the present favorable tax regime.

Prior to the Finance Act, 2020, under the Indian income tax regime, income received by investors in respect of units
held in a mutual fund was exempt from income tax, though certain mutual funds were required to pay certain additional
income tax on the income distributed to their unitholders. However, the Finance Act, 2020 has amended the Income
Tax Act to provide that income distributed by mutual funds after March 31, 2020 is subject to tax in the hands of the
investor as per the applicable rate. Additionally, mutual funds are currently required to withhold tax at the rate of 10%
on such income distributed to domestic investors, and with respect to such income distributed to non-resident investors,
mutual funds are required to withhold tax at the applicable tax rates in force (which may vary depending on the relent
facts and circumstances), which tax would be required to be withheld at rates in force, where such income is distributed
to non-resident investors. The Government of India, in order to provide additional funds to taxpayers to deal with the
outbreak of the COVID-19 pandemic and associated responses, has issued a press release on May 13, 2020, whereby
it proposed to reduce such withholding tax rate from 10% to 7.5% for the period starting on May 14, 2020 until March
31, 2021. Further, any gains in excess of 100,000 in a financial year made by domestic investors upon redeeming
their investment in equity-oriented mutual funds, as defined in the Income Tax Act, are taxable at the rate of 10% (plus
applicable surcharge and cess (i.e additional taxes for specified purposes)), provided the investment is made for a
period of more than 12 months. In the event such investment is redeemed prior to or on completion of the duration of
12 months, capital gains tax at the rate of 15% (plus applicable surcharge and cess) is charged. These beneficial rates
are available subject to payment of securities transaction tax (“STT”). Investors in equity-oriented funds have to pay
STT at the rate of 0.001% on the sale of units back to the mutual fund.

In relation to funds other than equity-oriented funds, any long-term gains realized by domestic investors upon
redeeming their investments (which were held for more than 36 months) are taxable at 10% or 20% (depending on
whether the investor takes into account the indexation benefit when calculating the taxable gain). However, where such
investments are held for a period less than or equal to 36 months, the gains arising on redemption of such investments
will be taxed at the marginal income tax rate of the investor’s applicable tax bracket. Various categories of investors,
including non-resident investors and corporate investors, are also subject to additional or different provisions which
are also subject to changes. The impact of the recent change in the mutual fund taxation regime on our business is
uncertain, but may result in changes to the investment preferences of current and prospective investors, and
consequential changes to our AUM and the composition thereof. Further, changes in tax laws, regulations,

46
interpretations of such laws or regulations or failure to comply with procedures laid down under such laws and
regulations may have an adverse effect on our business, financial condition and operations. If, as a result of a particular
tax risk materializing, the tax costs associated with certain transactions are greater than anticipated, it could affect the
profitability of those transactions. We cannot predict whether any tax laws or regulations impacting mutual fund
products will be enacted, or the nature and impact of the specific terms of any such laws or regulations would have an
adverse effect on our business, financial condition and operations. Thus, any change or uncertainty regarding the
present tax regime may adversely affect our business as it may draw mutual fund investors away from investing in
mutual funds and towards other saving instruments.

External Risk Factors
Risks Related to India

49. Political, economic or other factors that are beyond our control may have an adverse effect on our business and
results of operations.

The Indian economy and capital markets are influenced by economic, political and market conditions in India and
globally. Our Company is incorporated in India, and a majority of our assets and employees are located in India. As a
result, we are dependent on prevailing economic conditions in India and our results of operations are affected by factors
influencing the Indian economy. Any slowdown or reversal in the growth of the Indian economy could result in a
reduction in wealth in the Indian economy that can be diverted to savings and investment, a reduced interest in
investment in the securities market and reduced foreign investment. Any such reductions could result in a reduction in
our AUM or the investment management fees we can charge for our services. Further, the following external risks may
have an adverse impact on our business and results of operations, should any of them materialize:

« increase in interest rates may adversely affect access to capital and increase borrowing costs, which may constrain
our ability to grow our business and operate profitably;

« increased volatility or other perceived trends in commodity prices;
« downgrade of India’s sovereign debt rating by an independent agency;

¢ political instability, resulting from a change in governmental or economic and fiscal policies, may adversely affect
economic conditions in India;

¢ civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war; and

« India has experienced epidemics, and natural calamities such as earthquakes, tsunamis, floods, and drought in
recent years;

* contagious diseases such as the COVID-19 pandemic, the highly pathogenic H7N9, H5SN1 and H1N1 strains of
influenza in birds and swine. A worsening of the current COVID-19 pandemic or any similar future outbreaks of
COVID-19, avian or swine influenza or a similar contagious disease could adversely affect the Indian economy
and economic activity in the region.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could
adversely affect our business, results of operations and financial condition and the price of the Equity Shares. Our
performance and the growth of our business depend on the overall performance of the Indian economy as well as the
economies of the regional markets in which we operate.

50. Volatile conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.

The Indian securities markets have experienced significant volatility from time to time. The regulation and monitoring
of the Indian securities market and the activities of investors, brokers and other participants differ, in some cases
significantly, from those in the United States, Europe and certain economies in Asia. Instability in the global financial
markets has adversely affected the Indian economy in the past and may cause increased volatility in the future. For
instance, in 2020, global capital markets have experienced significant volatility as a result of the COVID- 19 pandemic
and associated responses. Further, ongoing concerns relating to the United States and China trade tensions have led to
increased volatility in the global capital markets. In addition, China is one of India’s major trading partners, and there
have been geopolitical tensions and conflicts between the countries in the recent past.

Although economic conditions vary across markets, factors specified above or loss of investor confidence in one
economy may cause increased volatility across other economies, including India. Financial instability in other parts of
the world could have a global influence and thereby impact the Indian economy. Financial disruptions in the future
could adversely affect our business, prospects, results of operations and financial condition. In response to such

47
51.

52.

53.

developments, legislators and financial regulators in the United States and other jurisdictions, including India, have
implemented a number of policy measures designed to improve the stability of the global financial markets. However,
the overall long-term impact of these and other legislative and regulatory efforts is uncertain, and they may not have
had the intended stabilizing effects. Adverse economic developments overseas in countries where we have operations
or other significant financial disruptions could have an adverse effect on our business, future financial performance
and the trading price of the Equity Shares.

If inflation were to rise significantly in India the trend towards increased saving rates in the Indian economy may
decline or reverse.

In the recent past inflation in India has been relatively low. Such low inflation rates encourages saving, including in
the form of investment in mutual funds, and the growth in our business in the recent past has been connected with this
trend. Inflation can however be volatile, and is subject to many factors outside our control, including government
policy, commodity prices, weather conditions and the global economy. If inflation were to rise significantly, the trend
towards increased saving could decline or reverse and this may result in withdrawals from the funds for which we
provide asset management services and a reduction in AUM of the schemes managed by us.

Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax
laws, may adversely affect our business, results of operations and prospects.

Our business and financial performance could be adversely affected by changes in the laws, rules, regulations or
directions applicable to us and the asset management industry. The regulatory and policy environment in which we
operate is evolving and subject to change. The governmental and regulatory bodies may notify new regulations and/
or policies, which may require us to obtain approvals and licenses from the government and other regulatory bodies,
impose onerous requirements and conditions on our operations, in addition to those which we are undertaking currently,
or change the manner in which we conduct KYC or authenticate our investors. Any such changes and the related
uncertainties with respect to the implementation of new regulations may adversely effect on our business, financial
condition and results of operations. Tax and other levies imposed by the central and state governments in India that
affect our tax liability include central and state taxes and other levies, income tax, turnover tax, goods and service tax,
stamp duty and other special taxes and surcharges which are introduced on a temporary or permanent basis from time
to time. The final determination of our tax liabilities involves the interpretation of local tax laws and related regulations
in each jurisdiction as well as the significant use of estimates and assumptions regarding the scope of future operations
and results achieved and the timing and nature of income earned and expenditures incurred. Moreover, the central and
state tax scheme in India is extensive and subject to change from time to time. For example:

« the GAAR became effective from April 1, 2017. The tax consequences of the GAAR provisions being applied to
an arrangement could result in denial of tax benefit amongst other consequences. In the absence of any precedents
on the subject, the application of these provisions is uncertain. If the GAAR provisions are made applicable to our
Company, it may have an adverse tax impact on us; and

e the Government of India has implemented a comprehensive national GST regime that combines taxes and levies
by the Central and State Governments into a unified rate structure. In this regard, the Constitution (One hundred
and first Amendment) Act, 2016 enables the Government of India and state governments to introduce GST. Any
future increases or amendments may affect the overall tax efficiency of companies operating in India and may
result in significant additional taxes becoming payable. If, as a result of a particular tax risk materializing, the tax
costs associated with certain transactions are greater than anticipated, it could affect the profitability of such
transactions.

Unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations including
foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be
in contravention of such laws and may require us to apply for additional approvals. We may incur increased costs and
other burdens relating to compliance with such new requirements, which may also require significant management
time and other resources, and any failure to comply may adversely affect our business, results of operations and
prospects. Uncertainty in the application, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial
precedent may be time consuming as well as costly for us to resolve and may impact the viability of our current business
or restrict our ability to grow our businesses in the future.

Investors may not be able to enforce a judgment of a foreign court against our Company outside India.

Our Company is incorporated under the laws of India. Most of our assets are located in India and a majority of our
Company’s Directors and Key Managerial Personnel are residents of India. As a result, it may not be possible for
investors to effect service of process upon our Company or such persons in jurisdictions outside India, or to enforce
against them judgments obtained in courts outside India. Moreover, it is unlikely that a court in India would award

48
54,

55.

damages on the same basis as a foreign court if an action were brought in India or that an Indian court would enforce
foreign judgments if it viewed the amount of damages as excessive or inconsistent with Indian public policy.

India has reciprocal recognition and enforcement of judgments in civil and commercial matters with a limited number
of jurisdictions, which includes, the United Kingdom, Singapore, UAE and Hong Kong. A judgment from certain
specified courts located in a jurisdiction with reciprocity must meet certain requirements of the Civil Code. The United
States and India do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in
civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state
court in a non-reciprocating territory, such as the United States, for civil liability, whether or not predicated solely
upon the general securities laws of the United States, would not be enforceable in India under the Civil Code as a
decree of an Indian court.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of
Civil Procedure, 1908. The United Kingdom, Singapore, UAE and Hong Kong have been declared by the Government
of India to be reciprocating territories for purposes of Section 44A of the Civil Code. A judgment of a court of a country
which is not a reciprocating territory may be enforced in India only by a suit on the judgment under Section 13 of the
Civil Code, and not by proceedings in execution. Section 13 of the Civil Code provides that foreign judgments shall
be conclusive regarding any matter directly adjudicated on except (i) where the judgment has not been pronounced by
a court of competent jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where it
appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or refusal
to recognize the law of India in cases to which such law is applicable, (iv) where the proceedings in which the judgment
was obtained were opposed to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the
judgment sustains a claim founded on a breach of any law then in force in India. Under the Civil Code, a court in India
shall, on the production of any document purporting to be a certified copy of a foreign judgment, presume that the
judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record. The Civil Code
only permits the enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes,
other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition
with India cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of
money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon
the general laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a
judgment in such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in
India and obtain a decree from an Indian court.

However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India
based on a final judgment that has been obtained in the United States or other such jurisdiction within three years of
obtaining such final judgment. It is unlikely that an Indian court would award damages on the same basis as a foreign
court if an action is brought in India. Moreover, it is unlikely that an Indian court would award damages to the extent
awarded in a final judgment rendered outside India if it believes that the amount of damages awarded were excessive
or inconsistent with Indian practice. In addition, any person seeking to enforce a foreign judgment in India is required
to obtain the prior approval of the RBI to repatriate any amount recovered.

Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign
investors, which may adversely affect the trading price of the Equity Shares.

Foreign ownership of Indian securities is subject to Government regulation. Under foreign exchange regulations
currently in force in India, transfer of shares between non-residents and residents are freely permitted (subject to certain
exceptions), if they comply with the pricing and reporting requirements specified by the RBI. If a transfer of shares is
not in compliance with such requirements and does not fall under any of the exceptions specified by the RBI, then the
RBI’s prior approval is required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares
in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance
certificate from the Indian income tax authorities. As provided in the foreign exchange controls currently in effect in
India, the RBI has provided that the price at which the Equity Shares are transferred be calculated in accordance with
internationally accepted pricing methodology for the valuation of shares at an arm’s length basis, and a higher (or
lower, as applicable) price per share may not be permitted. Further, in accordance with Press Note No. 3 (2020 Series),
dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment
Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity
instruments by entities of a country which shares a land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country, will require prior approval of the Government
of India, as prescribed in the Consolidated FDI Policy and the FEMA Rules. These investment restrictions shall also
apply to subscribers of offshore derivative instruments. We cannot assure you that any required approval from the RBI
or any other governmental agency can be obtained on any particular term or at all.

Significant differences exist between Ind AS and other accounting principles, such as US GAAP and IFRS, which
may be material to investors’ assessments of our financial condition.

49
The financial statements included in this Prospectus have been derived from our (i) audited financial statements as at
and for the three-month periods ended June 30, 2021 and 2020, and (ii) audited financial statements as at and for the
years ended March 31, 2021, 2020 and 2019, in each case, prepared in accordance with Ind AS, and restated in
accordance with the SEBI ICDR Regulations and the Guidance Note. We have not attempted to quantify the impact of
US GAAP or IFRS on the financial data included in this Prospectus, nor do we provide a reconciliation of our financial
statements to those of US GAAP or IFRS. US GAAP and IFRS differ in significant respects from Ind AS. Accordingly,
the degree to which the restated financial statements, which are restated as per the SEBI ICDR Regulations included
in this Prospectus, will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Prospectus should be limited accordingly.

56. Certain non-GAAP measures and other statistical information relating to our operations and financial performance
have been included in this Prospectus. These non-GAAP measures are not measures of operating performance or
liquidity defined by Ind AS and may not be comparable with those presented by other companies.

Certain non-GAAP measures and other statistical information relating to our operations and financial performance
such as EBITDA, net worth, return on net worth and Net Asset Value per Equity Share have been included in this
Prospectus. Such non-GAAP measures are supplemental measures of our performance and liquidity that are not
required by, or presented in accordance with, Ind AS. Further, these non-GAAP measures are not a measurement of
our financial performance or liquidity under Ind AS and should not be considered in isolation or construed as an
alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an
indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or
financing activities derived in accordance with Ind AS. We compute and disclose such non-GAAP measures and other
statistical information relating to our operations and financial performance as we consider such information to be useful
measures of our business and financial performance. However, such information may not be computed on the basis of
any standard methodology that is applicable across the industry and therefore may not be comparable to financial
measures and statistical information of similar nomenclature that may be computed and presented by other companies
and are not measures of operating performance or liquidity defined by Ind AS.

57, Rights of shareholders under Indian laws may differ to those under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including in
relation to class actions, under Indian law may not be similar to the shareholders’ rights under the laws of other
countries or jurisdictions.

 

Risks Related to the Offer
58. The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.

The Offer Price of the Equity Shares has been determined by our Company and the Selling Shareholders in consultation
with the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers, and through
the Book Building Process. This price is based on numerous factors, as described under “Basis for Offer Price”
beginning on page 81 and may not be indicative of the market price for the Equity Shares after the Offer. The market
price of the Equity Shares could be subject to significant fluctuations after the Offer, and may decline below the Offer
Price. We cannot assure you that the investor will be able to resell their Equity Shares at or above the Offer Price.

59. The Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may experience price
and volume fluctuations, and an active trading market for the Equity Shares may not develop.

Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for
the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Offer Price of
the Equity Shares has been determined through a book-building process and may not be indicative of the market price
of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The market
price of the Equity Shares may be subject to significant fluctuations in response to, among other factors:

« quarterly variations in our results of operations;
«results of operations that vary from the expectations of research analysts and investors;
« results of operations that vary from those of our competitors;

« changes in expectations as to our future financial performance, including financial estimates by research analysts
and investors;

50
60.

61.

62.

63.

¢ conditions in financial markets, including those outside India;
* achange in research analysts’ recommendations;

« announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or capital
commitments;

« announcements by third parties or governmental entities of significant claims or proceedings against us;

e new laws and governmental regulations or changes in laws and governmental regulations applicable to our industry;
« additions or departures of key management personnel; and

« general economic and stock market conditions.

Changes in relation to any of the factors listed above could affect the price of the Equity Shares.

Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on
the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of
our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for
repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to undertake
such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency
exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares, for example,
because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the proceeds
received by Equity Shareholders. For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated
in recent years and may continue to fluctuate substantially in the future, which may have an adverse effect on the
returns on our Equity Shares, independent of our operating results.

Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by us may dilute
your shareholding and adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by us,
including through exercise of employee stock options may dilute your shareholding in our Company, adversely affect
the trading price of the Equity Shares and our ability to raise capital through an issue of our securities. In addition, any
disposal of Equity Shares by our Promoters may adversely affect the trading price of the Equity Shares. Any perception
by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares. For
instance, the post-Offer shareholding of our Promoters will be greater than 75% of the issued and paid-up Equity Share
capital of our Company and pursuant to the minimum public shareholding requirements prescribed under the SCRR,
our Promoters will be required to reduce their shareholding in our Company within a period of three years to ensure
that the public shareholding in our Company is at least 25% of the issued and paid-up Equity Share capital of our
Company. We cannot assure you that our Company will not issue Equity Shares or that our Promoters will not dispose
of, pledge or encumber their Equity Shares in the future.

Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and
thereby suffer future dilution of their ownership position.

A public company incorporated in India must offer its equity shareholders pre-emptive rights to subscribe and pay for
a proportionate number of equity shares to maintain their existing ownership percentages prior to issuance of any new
equity shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by holders of
three-fourths of the equity shares voting on such resolution.

However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without
our filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be
unable to exercise such pre-emptive rights, unless we make such a filing. If we elect not to file a registration statement,
the new securities may be issued to a custodian, who may sell the securities for your benefit. The value such custodian
receives on the sale of any such securities and the related transaction costs cannot be predicted. To the extent that you
are unable to exercise pre-emptive rights granted in respect of our Equity Shares, your proportional interests in our
Company would be diluted.

QIBs, Non-Institutional Investors and ABCL Shareholders bidding under the ABCL Shareholder Reservation
Portion for a Bid Amount more than %200,000 are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

51
Pursuant to the SEBI ICDR Regulations, QIBs, Non-Institutional Investors and ABCL Shareholders bidding under the
ABCL Shareholder Reservation Portion for a Bid Amount more than %200,000 are not permitted to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. RIBs and
ABCL Shareholders bidding under the ABCL Shareholder Reservation Portion (subject to the Bid Amount being up to
%200,000) can revise or withdraw their Bids during the Bid/Offer Period. While our Company is required to complete
Allotment pursuant to the Offer within such period as may be prescribed under applicable law, events affecting the
Bidders’ decision to invest in the Equity Shares, including adverse changes in international or national monetary policy,
financial, political or economic conditions, our business, results of operation or financial condition may arise between
the date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even
if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer
or cause the trading price of the Equity Shares to decline on listing.

52
SECTION III: INTRODUCTION

THE OFFER

The following table summarizes the Offer details:

 

Offer of Equity Shares by way of Offer for Sale by the Selling
Shareholders O12)

38,880,000* Equity Shares aggregating to 227,682.56 million

 

The Offer consists of:

 

ABCL Shareholders Reservation Portion)

1,944,000* Equity Shares

 

 

 

Net Offer 36,936,000* Equity Shares
Of which:
A) QIB Portion®) © Not more than 18,468,000 Equity Shares

 

of which:

 

Anchor Investor Portion

11,080,800* Equity Shares

 

Net QIB Portion (assuming Anchor Investor Portion is
fully subscribed)

7,387,200* Equity Shares

 

of which:

 

Available for allocation to Mutual Funds only (5% of the
Net QIB Portion)

369,360* Equity Shares

 

Balance of the Net QUB Portion for all QIBs including
Mutual Funds

7,017,840* Equity Shares

 

B) Non-Institutional Portion)

Not less than 5,540,400* Equity Shares

 

Co) Retail Portion“)

Not less than 12,927,600* Equity Shares

 

Pre-Offer and post-Offer Equity Shares

 

 

Equity Shares outstanding prior to and after the Offer

 

 

288,000,000* Equity Shares

 

“Subject to finalisation of the Basis of Allotment

© ~The Offer has been authorized by a resolution of our Board of Directors at their meeting held on April 14, 2021.

@ The Equity Shares being offered by the Selling Shareholders have been held for a period of at least one year immediately preceding
the date of filing the Draft Red Herring Prospectus with SEBI or are otherwise eligible for being offered for sale pursuant to the
Offer in terms of the SEBI ICDR Regulations. The Selling Shareholders have confirmed and approved their participation in the
Offer for Sale as set out below:

 

 

 

 

 

 

 

 

Selling Number of Offered Shares Date of consent letter Date of corporate
Shareholder authorisation/ board
resolution
ABCL Up to 2,850,880* Equity Shares ‘April 19, 2021 ‘April 14, 2021
Sun Life AMC [Up to 36,029,120* Equity Shares April 19, 2021 April 9, 2021

 

*Subject to finalisation of the Basis of Allotment
© Any unsubscribed portion remaining in the ABCL Shareholder Reservation Portion was required to be added to the Net Offer. For
further details, see “Offer Structure” beginning on page 323.

® — Subject to valid bids having been received at or above the Offer Price, under subscription, if any, in any category, except in the QIB
Portion, was allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of
our Company and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers, and the Designated Stock Exchange, subject to applicable laws.

© Our Company and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds only, subject
to valid Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of
the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the
Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors,
including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. In the event of under-subscription
in the Anchor Investor Portion, the remaining Equity Shares was added to the Net QIB Portion. The Net QIB Portion was made
available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual Funds, subject
to valid Bids having been received at or above the Offer Price. For details, see “Offer Procedure” beginning on page 326.

Allocation to Bidders in all categories except the Anchor Investor Portion and the Retail Portion, if any, was made on a
proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each RIB was not less than
the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion, and the remaining available Equity
Shares, if any, was made available for allocation on a proportional basis. For further details, see “Offer Procedure”
beginning on page 326.

For details of the terms of the Offer, see “Terms of the Offer” beginning on page 318.

53
SUMMARY OF FINANCIAL INFORMATION

The following tables provide the summary of financial information of our Company derived from the Restated Consolidated
Financial Information as at and for the three months period ended June 30, 2021 and June 30, 2020 and the Financial
Years ended March 31, 2021, March 31, 2020 and March 31, 2019.

Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are to the
12-month period ended March 31 of that year. The financial information for the three months ended June 30,2021 and
June 30, 2020 are not indicative of full year results and are not comparable with annual financial statements presented in
this Prospectus.

The Restated Consolidated Financial Information referred to above is presented under “Financial Information” beginning
on page 213. The summary of financial information presented below should be read in conjunction with the Restated
Consolidated Financial Information, the notes thereto and “Management's Discussion and Analysis of Financial Condition
and Results of Operations” beginning on page 270.

 

(The remainder of this page is intentionally left blank)

54
Summary Statement of Assets and Liabilities

(in = million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at
June 30, June30, March 31, March 31, March 31,
2021 2020 2021 2020 2019
I | ASSETS
(1) | Financial Assets
(a) Cash and cash equivalents 520.13 437.91 565.31 466.05 382.24
(b) Bank balances other than (a) above 3.4L 2.94 3.07 2.89 2.73
(c) Receivables
(1) Trade receivables 256.89 242.47 309.54 404.64 256.77
(d) Loans 0.27 0.85 0.32 1.25 0.69
(e) Investments 18,520.68 14,097.15 17,262.54 12,633.58 11,380.66
(f) Other financial assets 127.31 140.21 191.87 129.28 284.55
Total Financial Assets 19,428.39 14,921.53 18,332.65 13,637.69 12,307.64
(2) | Non-Financial Assets
(a) Current tax assets (net) 64.11 246.32 168.93 274.28 159.65
(b) Property, plant and equipment 105.26 180.49 122.45 190.64 205.24
(c) Right of use assets 491.11 659.91 515.59 547.03 645.79
(@) Capital work-in-progress 1.79 0.40 0.78 1.55 11.83
(e) Intangible assets under development 774 10.82 10.09 8.28 Wit
(f) Other intangible assets 124.35 127.91 132.79 124.21 95.23
(g) Other non-financial assets 636.03 907.58 562.23 935.91 1,548.11
Total Non-Financial Assets 1,430.39 2,133.43 1,512.86 2,081.90 2,676.96
Total Assets 20,858.78 17,054.96 19,845.51 15,719.59 14,984.60
I | LIABILITIES AND EQUITY
LIABILITIES
(1) | Financial Liabi
(a) Payables
(DTrade payables
(i) total outstanding dues of micro enterprises 0.12 - 0.06 - -
and small enterprises
(ii) total outstanding dues of creditors other than 421.16 517.40 373.81 474.04 755.22
micro enterprises and small enterprises
(b) Lease liabilities 569.72 739.02 593.14 620.84 718.69
(©) Other financial liabilities 451.80 544.06 466.11 469.38 535.96
Total Financial Liabilities 1,442.80 1,800.48 1,433.12 1,564.26 2,009.87
(2) | Non-Financial Liabilities
(a) Current tax liabilities (net) 155.28 0.04 94.20 0.18 0.37
(b) Provisions 955.39 783.93 945.48 705.47 503.46
(c) Deferred tax liabilities (net) 99.41 184.20 137.34 146.15 70.06
(d) Other non-financial liabilities 184.33 129.73 189.24 134.80 195.19
Total Non-Financial Liabilities 1,394.41 1,097.90 1,366.26 986.60 769.08
(3) | Equity
(a) Equity Share Capital 1,440.00 180.00 180.00 180.00 180.00
(b) Other Equity 16,581.57 13,976.58 16,866.13 12,988.73 12,025.65
Total Equity 18,021.57 14,156.58 17,046.13 13,168.73 12,205.65
Total Liabilities and Equity 20,858.78 17,054.96 19,845.51 15,719.59 14,984.60

 

 

 

 

 

 

 

 

 

55

 
Summary Statement of Profit and Loss
(in % million, except per share data)

 

 

 

 

Particulars For the three months period For the year ended
ended
June 30, Tune 30, March 31, March 31, March 31,
2021 2020 2021 2020 2019
Income

Revenue from operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Fees and commission income 3,031.69 2,187.24 10,679.07 11,596.70 13,267.74
Net gain on fair value changes 300.73 378.94 1,231.21 741.65 792.93
Total revenue from operations 3,332.42 2,566.18 11,910.28 12,338.35 14,060.67
Other income 30.03 41.29 148.13 9.33 11.83
Total Income (A) 3,362.45 2,607.47 12,058.41 12,347.68 14,072.50
Expenses

Fees and commission expense 61.65 160.90 57 750.53 1,435.01
Finance cost 13.49 15.01 57 54.41 57.33
Employee benefit expense 689.77 601.20 2,406.99 2,420.20 2,775.01
Depreciation and amortisation expense 89.66 95.16 374.42 365.22 324.03
Other expense 448.99 434.03 1,791.98 2,150.03, 3,023.45
Total Expense (B) 1,303.56 1,306.30 5,099.53 5,740.39 7,614.83
Profit before tax (C = A-B) 2,058.89 1,301.17 6,958.88 6,607.29 6,457.67
Income tax expense

Current tax 547.38 289.62 1,705.55 1,603.33 2,244.44
Deferred tax (37.93) 38.04 (8.82) 66.67 (261.27)
Adjustments in respect of current income tax of previous periods - - (0.65) (6.73) 651
/ years

Income tax expense (D) 509.45 327.66 1,696.08 1,663.27 1,989.68
Profit for the period / year (E = C - D) 1,549.44 973.51 5,262.80 4,944.02 4,467.99

 

Other comprehensive income
A Items that will be reclassified to profit or loss

i) Exchange difference on translation of foreign operations 11.76 4.98 1.96 20.95 14.66
B Items that will not be reclassified to profit or loss

i) Re-measurement gains/(losses) on defined benefit plans 441 12.51 16.94 (30.21) (6.50)
ii) Income tax relating to the items that will not be reclassified to (ay) (3.15) (4.26) 7.60 1.92

the Profit and Loss

 

Other comprehensive income for the period / year (F) 15.06 14.34 14.64 (1.66) 11.08

 

 

 

Total comprehensive income for the period / year (G = E+F) 1,564.50 987.85 5,277.44 4,942.36 4,479.07

 

 

Profit for the period / year
Attributable to:

Owners of the Company 1,549.44 973.51 5,262.80 4,944.02 4,467.99
Non-controlling interests - : - - -
1,549.44 973.51 5,262.80 4,944.02 4,467.99

 

 

Other comprehensive income for the period / year
Attributable to :

Owners of the Company 15.06 14.34 14.64 (1.66) 11.08
Non-controlling interests - - - - -
15.06, 14.34 14.64 (1.66) 11.08

 

 

Total comprehensive income for the period / year
Attributable to :

Owners of the Company 1,564.50 987.85 5,277.44 4,942.36 4,479.07
Non-controlling interests 3 . x : e

 

 

 

 

1,564.50 987.85 5,277.44 4,942.36 4,479.07
Earnings per share”

~ basic profit for the period/year attributable to ordinary equity 5.38" 3.38" 18.27 17.17 15.51
shareholders of the Company

~ diluted profit for the period/year attributable to ordinary equity 5.36" 3.38" 18.27 17.17 15.51

shareholders of the Company
* EPS for the three months ending June 30, 2021 and June 30, 2020 is not
‘annualized

*Stock split and bonus shares are retrospectively considered for the
computation of EPS in accordance with Ind AS 33 for all periods presented

 

 

 

 

 

 

 

56
Summary Statement of Cash Flows

(in = million)

 

For the three months period

For the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

, ended

Particulars Tune 30, 2021 | June 30, 2020 March 31, March 31, March 31,
2021 2020 2019

Cash Flow from Operating activities
Profit Before Tax 2,058.89 1,301.17 6,958.88 6,607.29 6,457.67
Adjustments for:
Depreciation and Amortisation 89.66 95.16 374.42 365.22 324.03
Finance cost 13.49 15.01 55.57 54.41 87.33
Profit on Sale of Investments (24.23) (12.86) (399.23) (163.57) (279.38)
Exchange differences on translating the financial statements of a 11.42 4.95 1.96 20.85 14.58
foreign operation
Loss or (Profit) on Sale of Property, Plant and Equipment 1.05 - 0.70 0.42 0.49
Fair valuation of investments (276.50) (366.08) (831.98) (578.08) (513.55)
Actuarial Expense on Share based payments - - - - (43.10)
Share-based payments by the Company 116.54 - - - -
Interest on Tax Refund - - - - (0.47)
Interest on Fixed Deposits and Investments (28.81) (19.20) (106.24) (7.23) (10.52)
Rent concession (1.21) (19.48) (35.39) - -
Operating Profit before working capital changes 1,960.30 998.67 6,018.69 6,299.31 6,007.08
Change in Receivables 52.65 162.17 95.10 (147.87) 190.16
Change in Loans 0.05, 0.40 0.93 (0.56) (0.69)
Change in Other Financial Assets 64.52 (10.98) (62.78) 149.54 (104.63)
Change in Other Non-Financial Assets (72.51) 28.73 372.48 609.84 444.86
Change in Payables 47.47 43.36 (100.17) (281.18) (692.05)
Change in Financial Liabilities (14.31) 74.68 (3.26) (66.58) (63.70)
Change in Non-Financial Liabilities 941 85.75 311.20 111.24 (345.15)
Cash generated from Operations 2,047.58 1,382.78 6,632.19 6,673.74 5,435.88
Income Tax paid (net) (381.87) (264.81) (1,509.68) (1,703.64) (2,282.48)
Net cash generated from Operating activities 1,665.71 1,117.97 5,122.51 4,970.10 3,153.40
Cash Flow from Investing activities
Purchase of Property, Plant and Equipment and Intangible (14.90) (37.59) (115.41) (164.07) (204.23)
Assets
Sale proceeds from Property, Plant and Equipment and 0.80 - 8.67 2.19 3.75
Intangible Assets
Interest on Fixed Deposits and Investments 27.83 2.60 85.77 11.55 5.18
Purchase of Investments (6,046.88) (3,790.28) (20,396.97) | (10,535.62) (18,853.57)
Sale of Investments 5,089.98 2,722.24 17,019.71 10,025.14 19,673.05,
Net cash generated/(used) in investing activities (043.17) (1,103.03) (3,398.23) (660.81) 624.18
Cash Flow from Financing activities
Final/Interim Dividend Paid during the period / year (including (705.60) - (1,400.04) (3,978.32) (3,605.74)
tax thereon)
Lease Liability - Interest portion (13.49) (15.01) (85.57) (64.41) (67.33)
Lease Liability - Principal portion (48.63) (28.07) (169.41) (192.75) (172.58)
Net cash used in financing activities (767.72) (43.08) (1,625.02) (4,225.48) (3,835.65)
Net Increase/(Decrease) in Cash and Cash Equivalents (45.18) (28.14) 99.26 83.81 (68.07)
Cash and Cash Equivalents at beginning of the period / year 365.31 466.05 466.05 382.24 440.31
Cash and Cash Equivalents at end of the period / year 520.13 437.91 565.31 466.05 382.24

 

 

57

 
GENERAL INFORMATION

Our Company was originally incorporated as ‘Birla Capital International AMC Limited’ at Mumbai, Maharashtra as a public
company under the Companies Act, 1956, pursuant to a certificate of incorporation dated September 5, 1994, issued by the RoC
and commenced operations pursuant to a certificate for commencement of business dated November 10, 1994, issued by the
RoC. Further, the name of our Company was changed from ‘Birla Capital International AMC Limited’ to ‘Birla Sun Life Asset
Management Company Limited’ pursuant to which a revised certificate of incorporation was issued by the RoC dated June 29,
1999. Subsequently the name of our Company was changed from ‘Birla Sun Life Asset Management Company Limited’ to
‘Aditya Birla Sun Life AMC Limited’ and a revised certificate of incorporation dated July 17, 2017 pursuant to change of name
was issued by the RoC. For details in relation to changes in our Registered and Corporate Office, see “History and Certain
Corporate Matters” beginning on page 172. For details of the business of our Company, see “Our Business” beginning on page
135.

Registered and Corporate Office of our Company

One World Center, Tower 1, 17" Floor
Jupiter Mills, Senapati Bapat Marg
Elphinstone Road, Mumbai, 400 013
Maharashtra, India

Corporate Identity Number: U65991MH1994PLC080811

Company Registration Number: 080811

Filing of the Offer Documents

A copy of the Draft Red Herring Prospectus has been filed electronically on the platform provided by SEBI and at
cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of

Operational Procedure — Division of Issues and Listing - CFD” and has also been filed with the Securities and Exchange Board
of India at:

  

Securities and Exchange Board of India
Corporation Finance Department

Division of Issues and Listing

SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex

Bandra (E)

Mumbai 400 051, Maharashtra, India

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32
of the Companies Act was filed with the RoC. This Prospectus will be delivered for filing in accordance with Section 32 read
with Section 26 of the Companies Act, through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do
and with the RoC at:

Registrar of Companies

100, Everest,

Marine Drive

Mumbai, Maharashtra- 400002, India

Board of Directors of our Company

Details regarding our Board as of the date of this Prospectus are set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

Name Designation DIN Address

Kumar Mangalam Birla | Non-Executive Chairman’ 00012813 | Mangal Adityayan, Carmichael Road, Behind Jaslok Hospital,
Mumbai 400 026, Maharashtra, India

Ajay Srinivasan Non - Executive Director 00121181 2601 / 2603 A. Vivarea, Jacob Circle, Mahalaxmi Mumbai 400
11, Maharashtra, India

Sandeep Asthana Non - Executive Director 00401858 | 1501, Glen Heights, Hiranandani Gardens, Powai, Mumbai 400
076, Maharashtra, India

‘A Balasubramanian Managing Director and 02928193 | Bungalow No.18, Lakshmi Niwas, Atur Park, CHSL Sion

Chief Executive Officer Trombay Road, Chembur, Mumbai 400 071, Maharashtra, India

Colm Freyne Non - Executive Director 07627357_| 60 Bannockburn Avenue, Toronto, Ontario, MSM2N1 Canada

Bobby Parikh Independent Director 00019437 | 4, Seven on the Hill, Auxillium Convent Road, Bandra (West),
Mumbai 400 050, Maharashtra, India

 

58
 

 

 

 

 

 

 

 

 

 

Name Designation DIN ‘Address

Bharat Patel Independent Director 00060998 52, Miami Apartments, Bhulabhai Desai Road, Breach Candy,
Mumbai 400 026, Maharashtra, India

Alka Bharucha Independent Director 00114067 |7E, Harbour Heights A, N.A Sawant Marg, Colaba, Mumbai 400
005, Maharashtra, India

Harish Engineer Independent Director 01843009 | B-1, Sea Face Park, 50 Bhulabhai Desai Road, Mumbai 400 026,
Maharashtra, India

Navin Puri Independent Director 08493643 39" Floor, 3902, Omkar 1973 Tower T II Pandurang Budhkar
Marg, Worli, Mumbai 400 018, Maharashtra, India

 

For further details of our Directors, see “Our Management” beginning on page 181.
Head Compliance, Legal and Secretarial, Company Secretary and Compliance officer

Hemanti Wadhwa is our Head - Compliance, Legal and Secretarial, Company Secretary and Compliance officer. Her contact
details are as follows:

Hemanti Wadhwa

One World Center, Tower 1, 17'* Floor

Jupiter Mills, Senapati Bapat Marg

Elphinstone Road, Mumbai, 400 013
Maharashtra, India

Tel: +91 22 4356 8008

E-mail: ABSLAMC.CS @adityabirlacapital.com

Statutory Auditors to our Company

S R Batliboi & Co. LLP

Address: 12th Floor, The Ruby

29 Senapati Bapat Marg

Dadar (West), Mumbai - 400 028
Maharashtra, India

Tel: +91 22 6192 0000

E-mail: SRBC@srb.in

Peer Review No.: 011170

Firm Registration Number: 301003E/E300005

Pursuant to the resolution of our Shareholders passed at the AGM held on July 15, 2019, S R Batliboi & Co. LLP were appointed
as the Statutory Auditors of our Company till the conclusion of the 13'" AGM, to be held in 2024.

Except as disclosed above, there has been no change in the auditors of our Company during the three years preceding the date
of this Prospectus.

 

Particulars Date of change Reason for change
SR Batliboi & Co. LLP July 15, 2019 ‘Appointed as Statutory Auditor
‘Address: 12th Floor, The Ruby
29 Senapati Bapat Marg
Dadar (West), Mumbai - 400 028
Maharashtra, India
E-mail: SRBC@srb.in
Peer Review No.: 011170
Firm Registration Number: 301003E/E300005

 

 

Deloitte Haskins & Sells, LLP, Chartered Accountants July 15, 2019 Resignation, as Deloitte Haskins & Sells,
Address: Indiabulls Finance Centre LLP, Chartered Accountants were
Tower 3, 27th — 32nd Floor appointed as the mutual fund auditor
Senapati Bapat Marg pursuant to the SEBI Mutual Fund
Elphinstone Road (West) Regulations

Mumbai — 400013

Maharashtra, India

E-mail: sgk@deloitte.com

Peer review number: 009919

Firm Registration Number: 117366W/W-100018

 

 

 

 

 

59
Global Coordinators and Book Running Lead Managers

Kotak Mahindra Capital Company Limited
1% Floor, 27 BKC, Plot No. 27

G Block, Bandra Kurla Complex

Bandra (East)

Mumbai 400 051

Maharashtra, India

Tel: +91 22 4336 0000

E-mail: ABSLAMC.ipo@kotak.com

Website: www.investmentbank.kotak.com
Investor Grievance ID: kmccredressal@kotak.com
Contact Person: Ganesh Rane

SEBI Registration No.: INM000008704

Citigroup Global Markets India Private Limited
1202, First International Financial Center

Bandra Kurla Complex, Bandra (East)

Mumbai 400 098

Maharashtra, India

Tel: +91 22 6175 9999

E-mail: absl.amc.ipo@citi.com

Website:
www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
Investor Grievance ID: investors.cgmib@citi.com
Contact Person: Siddharth Sharma

SEBI Registration No: INM000010718

Book Running Lead Managers

Axis Capital Limited

1st floor, Axis House

C-2 Wadia International Centre

P.B. Marg, Worli

Mumbai 400 025

Maharashtra, India

Tel: +91 22 4325 2183

E-mail: absl.ipo@axiscap.in

Website: www.axiscapital.co.in

Investor Grievance ID: complaints@axiscap.in
Contact Person: Simran Gadh

SEBI Registration Number: INM000012029

ICICI Securities Limited”

ICICI Venture House

Appasaheb Marathe Marg

Prabhadevi

Mumbai 400 025

Maharashtra, India

Tel: +91 22 6807 7100

E-mail: abslamc.ipo@icicisecurities.com
Website: www. icicisecurities.com

Investor Grievance ID: customercare@icicisecurities.com
Contact Person: Nidhi Wangnoo / Vaibhav Saboo
SEBI Registration Number: INM000011179

BofA Securities India Limited

Ground Floor, “A” Wing

One BKC, “G” Block

Bandra Kurla Complex

Bandra (East), Mumbai 400 051
Maharashtra, India

Telephone: +91 22 6632 8000

E-mail: dg.absl_ipo@bofa.com
Website: www.ml-india.com

Investor Grievance ID: dg.india_merchantbanking@bofa.com
Contact Person: Abhay Agarwal

SEBI Registration No.: INM000011625

HDFC Bank Limited

Investment Banking Group

Unit No. 401 & 402, 4th Floor

Tower B, Peninsula Business Park, Lower Parel
Mumbai 400 013,

Maharashtra, India

Tel: +91 22 3395 8233

E-mail: abslamc.ipo@hdfcbank.com

Website: www.hdfcbank.com

Investor Grievance ID: investor.redressal@hdfcbank.com
Contact Person: Harsh Thakkar / Ravi Sharma
SEBI Registration No.: INM000011252

IIFL Securities Limited

10th Floor, IIFL Centre

Kamala City, Senapati Bapat Marg

Lower Parel (West), Mumbai 400 013
Maharashtra, India

Tel: +91 22 4646 4600

E-mail: absl.amc.ipo@iiflcap.com

Website: www.iiflcap.com

Investor Grievance E-mail: ig.ib@iiflcap.com
Contact Person: Ujjaval Kumar / Harshvardhan Jain
SEBI Registration No.: INM000010940

“In compliance with the proviso to Regulation 21A of the SEBI Merchant
Banker Regulations and Regulation 23(3) of the SEBIICDR Regulations, ICICI
Securities Limited has been involved only in marketing of the Offer. ICICI
Securities has signed the due diligence certificate and has been disclosed as a

BRLM for the Offer.

JM Financial Limited

7th Floor, Cnergy
Appasaheb Marathe Marg
Prabhadevi, Mumbai 400 025

Motilal Oswal Investment Advisors Limited
Motilal Oswal Tower,

Rahimtullah Sayani Road,

Opposite Parel ST Depot, Prabhadevi,
Mumbai 400 025,

60
Maharashtra, India

Tel: +91 22 6630 3030

E-mail: absl.ipo@jmfl.com

Website: www.jmfl.com

Investor Grievance E-mail: grievance.ibd@jmfl.com
Contact Person: Prachee Dhuri

SEBI Registration No.: INM000010361

SBI Capital Markets Limited

202, Maker Tower ‘E’

Cuffe Parade

Mumbai 400 005

Maharashtra, India

Tel: +91 22 2217 8300

E-mail: absl.ipo@sbicaps.com

Website: www.sbicaps.com

Investor Grievance ID:
investor.relations@sbicaps.com

Contact Person: Sambit Rath/ Janardhan Wagle
SEBI Registration Number: INM000003531

Legal Advisors to the Offer
Legal Counsel to our Company as to Indian law

Cyril Amarchand Mangaldas
5" Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg
Mumbai 400013

Maharashtra, India

Tel: +91 22 2496 4455

International Legal Counsel to Global
Coordinators and Book Running Lead
Managers and the Book Running Lead
Managers

Sidley Austin LLP
Level 31

Six Battery Road
Singapore 049909
Tel: +65 6230 3900

Registrar to the Offer

Kfin Technologies Private Limited
(formerly known as Karvy Fintech Private Limited)

Selenium, Tower B, Plot No. - 31 and 32 Financial District

Nanakramguda, Serilingampally

Hyderabad, Rangareddi 500 032

Telangana, India

Tel: +91 40 6716 2222

E-mail: absl.ipo@kfintech.com

Toll free number: 18003094001

Website: www.kfintech.com

Investor Grievance ID: einward.ris@kfintech.com
Contact Person: M Murali Krishna

SEBI Registration Number: INR000000221

Maharashtra, India

Tel: +91 22 7193 4380

E-mail: abslamc.ipo@motilaloswal.com

Website: www.motilaloswalgroup.com

Investor Grievance ID: moiaplredressal@motilaloswal.com
Contact Person: Subodh Mallya

SEBI Registration No.: INM000011005

YES Securities (India) Limited

2nd Floor, YES Bank House

Off Western Express Highway
Santacruz East

Mumbai 400 055

Maharashtra, India

Tel: +91 22 6507 8131

E-mail: abslamc.ipo@ysil.in

Website: www. yesinvest.in

Investor Grievance E-mail: igc@ysil.in
Contact Person: Sachin Kapoor/Lalit Phatak
SEBI Registration No.: INM000012227

Legal Counsel to the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers as to
Indian law

Khaitan & Co

One World Center

10th & 13th floor

841, Senapati Bapat Marg
Mumbai, 400013
Maharashtra, India

Tel: +91 22 6636 5000

Legal Counsel to Sun Life AMC as to Indian law

S&R Associates

One World Center

1403 Tower 2 B, 841, Senapati Bapat Marg
Lower Parel, Mumbai 400 013
Maharashtra, India

Tel: +91 22 4302 8000

61
Bankers to the Offer
Escrow Collection Bank

Axis Bank Limited

Gr. Floor, Jeevan Prakash Building
Fort, Mumbai- 400001

Tel: +91 22 4086 7464/ 7371

E-mail: Kishor.Ittagoni@axisbank.com; Vivekanand.Umap@axisbank.com

Website: www.axisbank.com

Contact Person: Kishor Ittagoni/ Vivekanand Umap

SEBI Registration Number: INBI00000017
Refund Bank

State Bank of India

Capital Markets Branch

Mumbai Main Branch Building

Mumbai Samachar Marg

Fort, Mumbai- 400023

Tel: +91 22 2271 9102/ +91 22 2271 9112

E-mail: sbi.11777@sbi.co.in; nib.11777@sbi.co.in

Website: www.sbi.co.in
Contact Person: Neetha Shetty
SEBI Registration Number: INBI00000038

Public Offer Bank and Sponsor Bank

HDFC Bank Limited

FIG- OPS Department- Lodha

I Think Techno Campus O-3 Level
Next to Kanjurmarg, Railway Station
Kanjurmarg (East), Mumbai 400042
Maharashtra, India

Tel: +91 22 3075 2927/ +91 22 3075 2928/ +91 22 3075 2914

E-mail: Tushar.Gavankar@hdfcbank.com; Siddharth.Jadhav@hdfcbank.com;
Prasanna.Uchil@hdfcbank.com; Neerav.Desai@hdfcbank.com

Website: www.hdfcbank.com

Contact Person: Tushar Gavankar Siddharth Jadhav, Prasanna Uchil, Neerav Desai

SEBI Registration Number: INBI00000063

Bankers to our Company

HDFC Bank Limited

Zenith House, 2" floor, K.K. road, Arya Nagar
Dr. Babasaheb Ambedkar colony
Mahalakshmi, Mumbai 400 034

Maharashtra, India

Tel: +91 22 3976 0070/0533

E-mail: sanket.Sali@hdfcbank.com,
poonam.raikar@hdfcbank.com

Website: www.hdfcbank.com

Contact Person: Sanket Sali, Poonam Raiker

Citibank N.A.

14th floor, FIFC, Plot Nos C-54 and C-55
G Block, Bandra Kurla Complex

Bandra East, Mumbai 400 051
Maharashtra, India

Tel: +91 22 6175 6189

E-mail: hitesh.dhawan@citi.com
Website: www.citibank.co.in

Contact Person: Hitesh Dhawan

Standard Chartered Bank
Crescenzo, 3rd Floor, C — 38 /39

G - Block Behind MCA Club

Bandra Kurla Complex, Bandra (East)
Mumbai 400 051

Maharashtra, India

Tel: +91 22 4265 8212

E-mail: Bhushan.Khairnar@sc.com
Website: www.sc.com/in

Contact Person: Bhushan Khairnar

Axis Bank Limited

Sir P.M. Road, Jeeevan Prakash Building

Fort, Mumbai 400 001

Maharashtra, India

Tel: +91 22 407687371/7335
E-mail:amit.retharekar@axisbank.com,
ryan.moraes@axisbank.com

Website: www.axisbank.com

Contact Person: Amit Retharekar / Ryan Moraes

62
Syndicate Members

HDFC Securities Limited

iThink Techno Campus Building-B
‘Alpha’, 8th Floor, Opp. Crompton Greaves
Near Kanjurmarg Station,

Kanjurmarg (East), Mumbai 400 042
Maharashtra, India

Tel: +91 22 3075 3400

E-mail: sharmila.kambli@hdfcsec.com
Website: www.hdfcsec.com

Contact person: Sharmila Kambli

SEBI Registration number: INZ000186937

 

Motilal Oswal Financial Services Limited
Motilal Oswal Tower, Rahimtullah, Sayani Road
Opposite Parel ST Depot, Prabhadevi
Mumbai 400 025,

Maharashtra, India

Tel: +91 22 7193 4200 / +91 22 7193 4263
E-mail:ipo@motilaloswal.com;

santosh. patil@motilaloswal.com;

Website: http://www.motilaloswalgroup.com
Contact person: Santosh Patil

SEBI Registration number.: INZ000158836

SBICAP Securities Limited

Marathon Futurex, B Wing

Unit no 1201, 12th Floor

NM Joshi Marg

Lower Parel,

Mumbai 400 013

Maharashtra, India

Tel: +91 22 4227 3300

E-mail: archana.dedhia@sbicapsec.com
Website: www.sbismart.com

Contact person: Archana Dedhia

SEBI Registration number: INZ000200032

Designated Intermediaries
Self-Certified Syndicate Banks

The list of SCSBs notified by

Kotak Securities Limited

Ath Floor, 12 BKC, G Block

Bandra Kurla Complex

Bandra (East), Mumbai 400 051
Maharashtra, India

Tel: +91 22 6218 5470

E-mail: umesh.gupta@kotak.com
Website: www.kotak.com

Contact Person: Umesh Gupta

SEBI Registration No.: INZ000200137

JM Financial Services Limited

Ground Floor, 2, 3 & 4

Kamanwala Chambers, Sir P.M. Road

Fort, Mumbai 400 001

Maharashtra, India

Tel: +91 22 6136 3400

E-mail: surajit.misra@jmfl.com/deepak.vaidya@jmfl.com/
tn.kumar@jmfl.com / sona.verghese@jmfl.com

Website: www.jmflfinancialservices.in

Contact Person: Surajit Misra/ Deepak Vaidya/T N Kumar/
Sona Verghese

SEBI Registration Number: INZ000195834

Investec Capital Services (India) Private Limited
1103-04, 11" Floor, B Wing, Parinee Crescenzo
Bandra Kurla Complex

Mumbai 400 051

Maharashtra, India

Tel: +91 22 6849 7400

E-mail: kunal.naik@investec.co.in

Website: https://www.investec.com/india.html
Contact person: Kunal Naik

SEBI Registration number: INZ000007138

for the ASBA process is available at

http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by
SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a RIB and ABCL
Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to %200,000)
using the UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may
submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=34, or at such other websites as may
be prescribed by SEBI from time to time.

SCSBs and mobile applications enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual Investors and ABCL Shareholders under the ABCL
Shareholders Reservation Portion (subject to the Bid Amount being up to %200,000) Bidding using the UPI Mechanism may
apply through the SCSBs and mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=43) respectively, as updated from
time to time.

Syndicate SCSB Branches
63
In relation to Bids (other than Bids by Anchor Investors) submitted to a member of the Syndicate, the list of branches of the
SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the
members of the Syndicate is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35) and updated from time to time.
For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see
the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35 as
updated from time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e. through the Registered
Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address, telephone number
and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/ and
https://www.nseindia.com, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx. and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.

Expert to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:

Our Company has received written consent dated October 4, 2021 from S R Batliboi & Co. LLP, to include their name as
required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus, and as an
“expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors,
and in respect of their (i) examination report dated August 17, 2021 on our Restated Consolidated Financial Information; and
(ii) their report dated April 19, 2021 on the Statement of Special Tax Benefits in this Prospectus and such consent has not been
withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.

Inter-se allocation of responsibilities among the Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers to the Offer

The following table sets forth the inter-se allocation of responsibilities for various activities among the Global Coordinators
and Book Running Lead Managers and the Book Running Lead Managers to the Offer:

 

S.No. Activity Responsibility Coordinator

 

1. | Due diligence of the Company including its operations/management/business| Global Coordinators and Kotak
plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, the Red] Book Running Lead
Herring Prospectus, this Prospectus, abridged prospectus and application form. | Managers/ Book Running
The Global Coordinators and Book Running Lead Managers and the Book Lead Managers*
Running Lead Managers shall ensure compliance with stipulated requirements and
completion of prescribed formalities with the Stock Exchanges, RoC and SEBI
including finalisation of Prospectus and RoC filing

 

2. | Capital structuring with the relative components and formalities such as type of} Global Coordinators and IIFL

instruments, size of issue, allocation between primary and secondary, etc. Book Running Lead

Managers/ Book Running
Lead Managers*

 

3. | Drafting and approval of all statutory advertisement Global Coordinators and | JM Financial
Book Running Lead
Managers/ Book Running
Lead Managers*

 

 

4. | Drafting and approval of all publicity material other than statutory advertisement} Global Coordinators and HDFC
as mentioned above including corporate advertising, brochure, etc. and filing of} | Book Running Lead
media compliance report Managers/ Book Running

 

 

 

 

Lead Managers*

 

64
 

S.No. Activity Responsibility Coordinator

 

 

 

 

 

 

 

Appointment of intermediaries - Registrar to the Offer, advertising agency,| Global Coordinators and SBICAP
5, _ | Banker(s) to the Offer, Sponsor Bank, printer and other intermediaries, including} _ Book Running Lead
“| coordination of all agreements to be entered into with such intermediaries Managers/ Book Running
Lead Managers*
6. _ | Preparation of road show presentation and frequently asked questions Global Goordinators and BofA
Book Running Lead
Managers/ Book Running
Lead Managers*
7. | International institutional marketing of the Offer, which will cover, inter alia: Global Coordinators and BofA
© marketing strategy; Book Running Lead
Finalizing the list and division of investors for one-to-one meetings; and Managers/ Book Running
¢ Finalizing road show and investor meeting schedule Lead Managers*
8. | Domestic institutional marketing of the Offer, which will cover, inter alia: Global Coordinators and Kotak
© marketing strategy; Book Running Lead
¢ Finalizing the list and division of investors for one-to-one meetings; and Managers/ Book Running
¢ Finalizing road show and investor meeting schedule Lead Managers*
9. | Retail marketing of the Offer, which will cover, inter alia, Global Goordinators and T-Sec*
*  Finalising media, marketing and public relations strategy including list of] _ Book Running Lead
frequently asked questions at retail road shows; Managers/ Book Running
Finalising centres for holding conferences for brokers, etc.; Lead Managers*
¢ Follow-up on distribution of publicity and Offer material including
application form, this Prospectus and deciding on the quantum of the Offer
material; and
¢ _ Finalising collection centres
10. | Non-Institutional marketing of the Offer, which will cover, inter alia, Global Coordinators and Motilal
¢ — Finalising media, marketing and public relations strategy; Book Running Lead
¢  Finalising centres for holding conferences etc. Managers/ Book Running
Lead Managers*
11. | Managing the book and finalization of pricing in consultation with the Company | Global Coordinators and Citi
and Selling Shareholders Book Running Lead

Managers/ Book Running
Lead Managers*

 

12. | Coordination with Stock Exchanges for book building software, bidding terminals, ] Global Coordinators and | YES Securities

 

 

mock trading, payment of 1% security deposit, anchor coordination, anchor CAN| Book Running Lead
and intimation of anchor allocation Managers/ Book Running
Lead Managers*
13. | Post bidding activities including management of escrow accounts, coordinate non-| Global Coordinators and ‘Axis
institutional allocation, coordination with Registrar, SCSBs, Sponsor Banks and) — Book Running Lead
other Bankers to the Offer, intimation of allocation and dispatch of refund to] Managers/ Book Running
Bidders, etc. Other post-Offer activities, which shall involve essential follow-up Lead Managers*

with Bankers to the Offer and SCSBs to get quick estimates of collection and
advising Company about the closure of the Offer, based on correct figures,
finalisation of the basis of allotment or weeding out of multiple applications,
listing of instruments, dispatch of certificates or demat credit and refunds, payment
of STT on behalf of the Selling Shareholders and coordination with various
agencies connected with the post-Offer activity such as Registrar to the Offer,
Bankers to the Offer, Sponsor Bank, SCSBs including responsibility for
underwriting arrangements, as applicable. Coordinating with Stock Exchanges and
SEBI for submission of all post-Offer reports including the final post-Offer report
to SEBI and release of 1% security deposit post closure of the Offer

 

 

 

 

 

 

GCRBLMs: Kotak: Kotak Mahindra Capital Company Limited, BofA: BofA Securities India Limited and Citi: Citigroup Global Markets India Private Limited
BRLMs: Axis: Axis Capital Limited, HDFC: HDFC Bank Limited, I-Sec: ICICI Securities Limited’, IFL: IIFL Securities Limited, JM Financial: JM
Financial Limited, Motilal: Motilal Oswal Investment Advisors Limited, SBICAP: SBI Capital Markets Limited, and YES Securities: YES Securities (India)
Limited

*In compliance with the proviso to Regulation 21A of the SEBI Merchant Banker Regulations and Regulation 23(3) of the SEBI ICDR Regulations, ICICI
Securities has been involved only in marketing of the Offer. ICICI Securities has signed the due diligence certificate and has been disclosed as a BRLM for the
Offer.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from bidders on the basis of the Red
Herring Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band and the minimum Bid
Lot, which was decided by our Company and the Selling Shareholders in consultation with the Global Coordinators and Book
Running Lead Managers and the Book Running Lead Managers, and which was advertised in all editions of English national
daily newspaper, Financial Express, all editions of Hindi national daily newspaper, Jansatta and Mumbai editions of the Marathi
daily newspaper Navshakti (Marathi being the regional language of Maharashtra, where our registered and corporate office is
located, at least two Working Days prior to the Bid/Offer Opening Date and was made available to the Stock Exchanges for the
purpose of uploading on their respective websites. The Offer Price was determined by our Company and the Selling

65,
Shareholders in consultation with the Global Coordinators and Book Running Lead Managers and the Book Running Lead
Managers after the Bid/Offer Closing Date. For details, see “Offer Procedure” beginning on page 326.

All Bidders (other than Anchor Investors) participated in this Offer mandatorily through the ASBA process by
providing the details of their respective bank accounts in which the corresponding Bid Amount was blocked by the
SCSBs. In addition to this, the RIBs participated through the ASBA process by either (a) providing the details of their
respective ASBA Account in which the corresponding Bid Amount was blocked by the SCSBs; or (b) through the UPI
Mechanism. ABCL Shareholders were permitted to Bid using the UPI Mechanism under the ABCL Shareholders
Reservation Portion (subject to the Bid Amount being up to %200,000). Anchor Investors were not permitted to
participate in the Offer through the ASBA process.

In terms of the SEBI ICDR Regulations, QIBs, Non-Institutional Investors and ABCL Shareholders bidding under the
ABCL Shareholder Reservation Portion for a Bid Amount more than %200,000 were not permitted to withdraw their
Bid(s) or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage. RIBs
and ABCL Shareholders bidding in ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
%200,000) could revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until Bid/ Offer Closing Date.
Anchor Investors were not allowed to withdraw their Bids after the Anchor Investor Bidding Date. Except for Allocation
to RIBs and the Anchor Investors, allocation in the Offer was on a proportionate basis. Further, allocation to Anchor
Investors was on a discretionary basis.

Each Bidder by submitting a Bid in the Offer, was deemed to have acknowledged the above restrictions and the terms
of the Offer.

For further details, see “Terms of the Offer” “Offer Structure” and “Offer Procedure” on pages 318, 323 and 326, respectively.
The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from
time to time and the investors are advised to make their own judgment about investment through this process prior to

submitting a Bid in the Offer.

Bidder should note that, the Offer is also subject to obtaining (i) the final approval of the RoC after this Prospectus is filed with
the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment.

Underwriting Agreement

Our Company and the Selling Shareholders entered into an Underwriting Agreement with the Underwriters for the Equity
Shares proposed to be offered through the Offer. The Underwriting Agreement is dated October 4, 2021. Pursuant to the terms
of the Underwriting Agreement, the obligations of each of the Underwriters will be several and will be subject to certain
conditions specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

 

Name, address, telephone number and e-mail address of the Underwriters Indicative number | Amount
of Equity Shares to | Underwritten
be Underwritten* | ( million)
Kotak Mahindra Capital Company Limited 3,534,446 2,516.53
27 BKG, Ist Floor, Plot No. C-27, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai -
400 051

Tel: +91 22 4336 0000; Email: ABSLAMC.ipo@kotak.com

BofA Securities India Limited 3,534,545 2,516.60
Ground Floor, “A” Wing, One BKC, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai
- 400 051

Tel: +91 22 6632 8000; Email: dg.absl_ipo@bofa.com

Citigroup Global Markets India Private Limited 3,534,545 2,516.60
1202, 12th Floor, First International Financial Centre, G-Block, Bandra Kurla Complex, Bandra
(East), Mumbai - 400 098

Tel: +91 22 6175 9999; Email: absl.amc.ipo@citi.com

‘Axis Capital Limited 3,534,545 2,516.60
1* Floor, Axis House, C-2, Wadia International Centre, P.B. Marg, Worli, Mumbai - 400 025,
Tel: +91 22 4325 2183; Email: absl.ipo@axiscap.in

HDFC Bank Limited 3,534,446 2,516.53
Investment Banking Group, Unit No 401 & 402, 4th Floor, Tower B, Peninsula Business Park,
Lower Parel, Mumbai - 400 013

Tel: +91 22 3395 8233; Email: abslame.ipo@hdfcbank.com

ICICI Securities Limited™ 3,534,545 2,516.60
ICICI Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025, Maharashtra
Tel: +91 22 6807 7100; Email: abslame.ipo@icicisecurities.com

IIFL Securities Limited 3,534,545 2,516.60
10th Floor, IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400

 

 

 

 

 

 

 

 

 

 

 

 

 

66
 

013, Maharashtra

Tel: +91 22 4646 4600; Email: absl.amc.ipo@iifleap.com
JM Financial Limited 3,534,446 2,516.53
7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi Mumbai - 400 025
Tel: +91 22 6630 3030; Email: absl.ipo@jmfl.com

 

 

 

Motilal Oswal Investment Advisors Limited 3,534,446 2,516.53
Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai -

400 025

Tel: +91 22 7193 4380; Email: abslamc.ipo@motilaloswal.com

SBI Capital Markets Limited 3,534,346 2,516.45

202, Maker Tower ‘E’, Cuffe Parade, Mumbai - 400 005,
Tel: +91 22 2217 8300; Email: absl.ipo@sbicaps.com
YES Securities (India) Limited 3,534,545 2,516.60
2™ Floor, YES Bank House, Off Western Express Highway, Santacruz East, Mumbai - 400 055
Tel: +91 22 6507 8131; Email: dhanraj.uchil@ysil.in

HDEC Securities Limited 100 0.07
I Think Techno Campus Building-B, “Alpha”, Office 8, Opp. Crompton Greaves, Near
Kanjurmarg Station, Kanjurmarg (East), Mumbai - 400 042

Tel: +91 22 3075 3400; Email: sharmila.kambli@hdfcsec.com

Kotak Securities Limited 100 0.07
27 BKC, Plot No. C-12, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051
Tel: +91 22 6218 5470; Email: umesh.gupta@kotak.com

Motilal Oswal Financial Services Limited 100 0.07
Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai -
400 025

Tel: +91 22 7193 4200 / +91 22 7193 4263; Email: abslamc.ipo@motilaloswal.com;
ipo@motilaloswal.com; santosh. patil@motilaloswal.com;

SBICAP Securities Limited 100 0.07
Marathon Futurex, 12 Floor A & B-Wing, N. M. Joshi Marg, Lower Parel, Mumbai - 400 013
Tel: +91 22 4227 3300; Email: archana.dedhia@sbicapsec.com

Investec Capital Services (India) Private Limited 100 0.07
1103-04, 11th Floor, B Wing, Parinee Crescenzo, Bandra Kurla Complex, Mumbai - 400 051
Tel: +91 22 6849 7400; Email: kunal.naik@investec.co.in

JM Financial Services Limited 100 0.07
Ground Floor, 2,3&4, Kamanwala Chambers, Sir P.M. Road, Fort, Mumbai - 400 001
Tel: +91 22 6136 3400; Email: surajit.misra@jmfl.com/deepak.vaidya@jmfl.com/
tn.kumar@jmfl.com / sona.verghese@jmfl.com

Total 38,880,000 27,682.56
* Subject to finalisation of the Basis of Allotment.

** In compliance with the proviso to Regulation 21A of the SEBI Merchant Banker Regulations and Regulation 23(3) of the SEBI ICDR
Regulations, ICICI Securities has been involved only in marketing of the Offer. ICICI Securities has signed the due diligence certificate and
has been disclosed as a BRLM for the Offer.

 

 

 

 

 

 

 

 

 

 

 

 

 

The aforementioned underwriting commitments are indicative and will be finalised after actual allocation in accordance with
provisions of the SEBI ICDR Regulations.

In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters), the resources
of the aforementioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.
The aforementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with
the Stock Exchanges. Our Board, at its meeting held on October 4, 2021, approved the acceptance and entering into the
Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the table
above.

Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity
Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the event of
any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement,
will also be required to procure purchasers for or purchase the Equity Shares to the extent of the defaulted amount in accordance
with the Underwriting Agreement.

Updates from the Red Herring Prospectus to this Prospectus

Except for the Offer related updates included in this Prospectus, updates in relation to the other directorships of one of our
Directors, Sandeep Asthana, update in relation to deletion of New Horizon Fund SPC as one of the step-down subsidiary of our
Company pursuant to its dissolution effective from September 30, 2021 and update in relation to addition of ABARC-AST-009-
Trust to the list of entities forming part of Promoter Group, there have been no updates in relation to our Company since the
filing of the Red Herring Prospectus with the RoC.

67
CAPITAL STRUCTURE
The Equity Share capital of our Company as at the date of this Prospectus is set forth below:

(in %, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Aggregate value at face | Aggregate value at
value Offer Price\*

‘A | AUTHORISED SHARE CAPITAL ©)

320,000,000 Equity Shares (having face value of &5 each) 1,600,000,000
B | ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER

288,000,000 Equity Shares (having face value of &5 each) 1,440,000,000 205,056,000,000
C | PRESENT OFFER IN TERMS OF THIS PROSPECTUS

Offer for Sale of 38,880,000* Equity Shares © 194,400,000 27,682,560,000

Which includes:

ABCL Shareholders Reservation Portion of 1,944,000* Equity Shares 9,720,000 1,384,128,000

Net Offer of 36,936,000* Equity Shares 184,680,000 26,298,432,000
D | ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER

288,000,000* Equity Shares (having face value of 85 each) 1,440,000,000 205,056,000,000
E_| SECURITIES PREMIUM ACCOUNT

Before and after the Offer Nil

 

 

 

 

The Offer Price is % 712 per Equity Share.
* Subject to finalisation of the Basis of Allotment.

(1) For details in relation to the changes in the authorised share capital of our Company, see “History and Certain Corporate Matters —
Amendments to our Memorandum of Association” on page 172.

(2) Each of the Selling Shareholders have confirmed and authorized their respective participation in the Offer for Sale. For further details,
see “Other Regulatory and Statutory Disclosures” beginning on page 297.

(3) The Equity Shares being offered by each Selling Shareholder have been held by them for a period of at least one year prior to the date
of filing of the Draft Red Herring Prospectus in accordance with the SEBI ICDR Regulations, or are otherwise eligible for being offered
for sale pursuant to the Offer in accordance with the provisions of the SEBI ICDR Regulations. For details of authorisations for the
Offer for Sale, see “Other Regulatory and Statutory Disclosures” beginning on page 297.

Notes to the Capital Structure

(@) Equity share capital history of our Company

The history of the Equity Share capital of our Company is set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of Number of _| Face value | Issue price Nature of Nature of | Cumulative | Cumulative
allotment of | Equity Shares | per Equity | per Equity allotment consideration | number of | _ paid-up
Equity allotted | Share (in | Share (in Equity | Equity Share
Shares z Zz Shares capital
in 2)
September 70 10 10] Initial subscription | Cash 70 700
5,1994 to the Memorandum
of Association)
November 8,00,000 10 10|Notavailable® [Cash 800,070 8,000,700
14,1994*
November 2,799,930 10 10|Notavailable® —— | Cash 3,600,000} 36,000,000
30,1994*
December 2,400,000 10 10|Notavailable® [Cash 6,000,000] 60,000,000
9,1994*
September 18, 1,750,000 10 10 Rights issue Cash 7,750,000} 77,500,000
1995*
December 8, 7,250,000 10 10| Conversion of zero- | Cash™ 15,000,000} 150,000,000
1997* coupon secured
fully convertible
debentures
May 21, 1999 3,000,000 10 18.81 | Private placement” | Cash 18,000,000 180,000,000
Pursuant to a resolution passed by our Board on April 5, 2021 and a resolution passed by our Shareholders in the EGM held on
April 6, 2021, our Company has sub-divided its authorised share capital, such that 20,000,000 equity shares of 210 each
aggregating to 200,000,000 were sub-divided and reclassified as 40,000,000 Equity Shares of 25 each aggregating to
200,000,000. Therefore, the cumulative number of issued, subscribed and paid up Equity Shares, pursuant to sub-division was
increased from 18,000,000 equity shares of 210 each to 36,000,000 Equity Shares of %5 each.

 

68
Q)

@)

 

 

 

 

 

 

 

 

Date of Number of _| Face value | Issue price Nature of Nature of | Cumulative | Cumulative
allotment of | Equity Shares | per Equity | per Equity allotment consideration | number of | _ paid-up
Equity allotted | Share (in | Share (in Equity | Equity Share
Shares zg 3 Shares capital
(in)
April 9, 2021 252,000,000 5 -| Bonus issue® is 288,000,000] 1,440,000,000
Total 288,000,000 | 1,440,000,000

 

 

 

 

 

*

ae

OM

2

@)

A

(6)

©)

”
(8)

The secretarial records, including form FC, for certain past allotments of Equity Shares made by our Company could not be
traced as the relevant information was not available in the records maintained by our Company, the Ministry of Corporate
Affairs at the MCA Portal and the RoC. Accordingly, we have relied on the minutes of meetings of the Board/Shareholders
(where available) for details in relation to certain allotments. Further, we have been unable to determine the nature of allotment
for certain issuances due to unavailability of records. We have also conducted a search at the RoC for these records and relied
on the search report dated April 18, 2021 prepared by Makarand M Joshi & Co. Company Secretaries, independent practicing
company secretary, and certified by their certificate dated April 18, 2021 (‘RoC Search Report”). For details of risks arising
out of missing or untraceable secretarial records of our Company, see “Risk Factors — Some of our secretarial records are not
traceable” on pages 45-46.

Consideration for such equity shares was paid at the time of issuance of the zero-coupon secured fully convertible debentures.

Allotment of 10 equity shares each to Krishna Gopal Ajmera, Adesh Kumar Gupta, Anil Phalod, Anand Rathi, B.L. Shah,
Jayaram Subramaniam, and Krishan Gopal Ajmera (as authorized representative of Birla Growth Fund Limited pursuant to
subscription to the Memorandum of Association.

Allotment of 800,000 equity shares to Birla Growth Fund Limited. In respect of this allotment, details of the nature of allotment
of the equity shares were not available in the RoC Search Report.

Allotment of 399,930 equity shares to Indian Rayon and Industries Limited, 400,000 equity shares to Grasim Industries
Limited, 400,000 equity shares to Hindalco Industries Limited and 1,600,000 equity shares to Birla Growth Find Limited. In
respect of this allotment, details of the nature of allotment of the equity shares were not available in the RoC Search Report.

Allotment of 2,400,000 equity shares to Capital Group International Incorporated. In respect of this allotment, details of the
nature of allotment of the equity shares were not determinable due to unavailability of records.

Allotment of 116,646 equity shares to Indian Rayon and Industries Limited, 116,667 equity shares to Grasim Industries
Limited, 116,667 equity shares to Hindalco Industries Limited, 700,000 equity shares to Birla Global Finance Limited, 7
equity shares to Birla Shares and Securities Limited, 7 equity shares to BGFL Finance and Investments Limited, 6 equity
shares to Birla Securities Limited and 700,000 equity shares to Capital Group International Incorporated.

Allotment of 1,450,000 equity shares to Grasim Industries Limited, 1,450,000 equity shares to Hindalco Industries Limited,
1,450,000 equity shares to Indian Rayon and Industries Limited and 2,900,000 equity shares to Capital Group International
Incorporated. pursuant to the conversion of 725,000 zero-coupon secured fully convertible debentures issued to Grasim
Industries Limited, Hindalco Industries Limited, Indian Rayon and Industries Limited and Capital Group International
Incorporated USA on August 19, 1996.

Allotment of 3,000,000 equity shares to Sun Life AMC.

Bonus issue of 252,000,000 Equity Shares in the ratio of seven Equity Shares for every one Equity Share held by the existing
shareholders as of the record date. Accordingly, allotment of 128,518,740 Equity Shares to ABCL, allotment of 123,480,000
Equity Shares to Sun Life AMC, allotment of 140 Equity Shares to Kumar Mangalam Birla, allotment of 140 Equity Shares
to Neerja Birla, allotment of 448 Equity Shares to Parag Joglekar as nominee of ABCL, allotment of 364 Equity Shares to A
Balasubramanian as nominee of ABCL and allotment of 168 Equity Shares to Pinky Mehta as nominee of ABCL.

Equity Shares issued for consideration other than cash or by way of bonus issue or out of revaluation reserves

Except as disclosed below, our Company has not issued Equity Shares through bonus issue or for consideration other
than cash or out of revaluation reserves.

 

 

 

Date of Number of Equity Face value per Issue price per Reason for | Benefits accrued to
allotment Shares allotted __| Equity Share (in 2) | Equity Share (in) | _ allotment our Company
April 9, 2021 252,000,000 5 = [Bonus issue [=

 

 

 

 

 

 

 

© Bonus issue of 252,000,000 Equity Shares in the ratio of seven equity shares for every one Equity Share held by the existing
shareholders as of the record date. Accordingly, allotment of 128,518,740 Equity Shares to ABCL, allotment of 123,480,000 Equity
Shares to Sun Life AMC, allotment of 140 Equity Shares to Kumar Mangalam Birla, allotment of 140 Equity Shares to Neerja Birla,
allotment of 448 Equity Shares to Parag Joglekar as nominee of ABCL, allotment of 364 Equity Shares to A Balasubramanian as
nominee of ABCL and allotment of 168 Equity Shares to Pinky Mehta as nominee of ABCL.

Our Company does not have any preference share capital as of the date of this Prospectus.

Issue of Equity Shares under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the
Companies Act

69
@)

()

Our Company has not allotted any Equity Shares pursuant to any scheme approved under Sections 391 to 394 of the
Companies Act, 1956 or Sections 230 to 234 of the Companies Act.

Issue of Equity Shares under employee stock option schemes

Our Company has not issued any Equity Shares pursuant to exercise of employee stock options under its ESOP
Scheme. For details in relation to the employee stock option plan of our Company, see “Capital Structure — Employee
Stock Option Scheme” on pages 76-78.

Equity Shares issued in the preceding one year below the Offer Price

Other than the allotment of Equity Shares pursuant to the bonus issue as specified above in “- Equity share capital

history of our Company” on pages 68-69, our Company has not issued any equity shares at a price which may be lower
than the Offer Price during a period of one year preceding the date of this Prospectus.

70
(6)

Shareholding Pattern of our Company

The table below presents the shareholding pattern of our Company as of the date of filing of this Prospectus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Gategory|Category of] Number of | Number of Number|Number of] Total _ | Shareholding | Number of Voting Rights held in each | Number of | Shareholding, | Number of | Numberof | Number of
()__|shareholder|shareholders| fully paid jof Partly) shares | number of| asa % of class of securities shares asa % Locked in | Shares pledged) equity shares
(a) (i) | up equity | paid-up Junderlying| shares held] total number ax) Underlying | assuming full | shares or otherwise held in
shares held| equity |Depository} (VII) of shares Outstanding | conversion of cx encumbered |dematerialized
(Iv) | shares | Receipts |=(IV)+(V)+| (calculated as convertible | convertible (xan) form
held (wv) (V1) | perSCRR, [_ Number of Voting Rights [Total | securities |securities (as a|Number] Asa [Number] Asa (xiv)
(Vv) 1957) Class e.g.: | Class] Total asa %| (including | percentage of| (a) | %of| (a) | % of
(VII) Asa%] Equity | eg.: of | Warrants) | diluted share total total
of (A+B+C2)| Shares |Others| (A+B+] — (X) capital) IShares Shares
©) (x= held held
(VI)+(X) Asa () ()
% of
(A+B+C2)
(A) [Promoter 7 288,000,000] , -| 288,000,000] 100/288,000,000 -[288,000,000] 100] 5 | | -| 28,800,000]
land
[Promoter
Group
®)_ [Public - _ - , _
(©) [Non - 5 , | |
[Promoter-
INon Public
(Ct) [Shares - , | 5 ,
lunderlying
ldepository
Ireceipts
(C2) [Shares held - 5 , ,
lby employee|
trusts
[Total 7 288,000,000] - -[288,000,000) 100/288,000,000 -[288,000,000| 100] - -[_ 288,000,000]

 

 

 

71
1)

(8)

a)

Details of equity shareholding of the major shareholders of our Company

a)

b)

°)

d)

Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of the date of this Prospectus:

 

 

 

 

 

 

‘Name of the shareholder Pre-Offer
Number of Equity Shares | Percentage of the Equity
Share capital (%)
1. | ABCL” 146,879,680 51.00*
2. [Sun Life AMC 141,120,000 49.00
Total 287,999,680 100.00"

 

 

 

 

 

*512 Equity Shares, 416 Equity Shares and 192 Equity Shares each are held by Parag Joglekar, A Balasubramanian and
Pinky Mehta, respectively, as nominees of ABCL.
* Approximate percentages

Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of 10 days prior to the date of this Prospectus:

 

 

 

 

 

 

Name of the shareholder Pre-Offer
Number of Equity Shares | Percentage of the Equity
Share capital (%)
1. | ABCL* 146,879,680 51.00"
2.__|Sun Life AMC 141,120,000 49.00
Total 287,999,680 100.00"

 

 

 

 

 

*512 Equity Shares, 416 Equity Shares and 192 Equity Shares each are held by Parag Joglekar, A Balasubramanian and
Pinky Mehta, respectively, as nominees of ABCL.
* Approximate percentages

Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of one year prior to the date of this Prospectus:

 

 

 

 

 

 

‘Name of the Shareholder Pre-Offer
Number of Equity Shares | Percentage of the Equity
Share capital (%)
1. [ABCL* 9,179,980 51.00"
2. [Sun Life AMC 8,820,000 49.00
Total 17,999,980 100.007

 

 

 

 

 

*32 Equity Shares, 26 Equity Shares and 12 Equity Shares each are held by Parag Joglekar, A Balasubramanian and
Pinky Mehta, respectively, as nominees of ABCL.
* Approximate percentages

Set forth below is a list of shareholders holding 1% or more of the paid-up Share Capital of our Company, as
of two years prior to the date of this Prospectus:

 

 

 

 

 

 

Name of the Shareholder Pre-Offer
Number of Equity Shares | Percentage of the Equity
Share capital (%)
1. [ABCL” 9,179,980 51.00*
2._[Sun Life AMC 8,820,000 49.00
Total 17,999,980 100.00"

 

 

 

 

*32 Equity Shares, 26 Equity Shares and 12 Equity Shares each are held by Parag Joglekar, A Balasubramanian and
Pinky Mehta, respectively, as nominees of ABCL.
* Approximate percentages

History of the Equity Share capital held by our Promoters

As of the date of this Prospectus, our Promoters, i.e. ABCL (together with its nominees) and Sun Life AMC hold in
aggregate 287,999,680 Equity Shares, constituting approximately 100% of the issued, subscribed and paid-up Equity
Share capital of our Company. The details regarding our Promoters’ shareholding is set forth below.

Build-up of Promoters’ equity shareholding in our Company

The build-up of the equity shareholding of our Promoters since incorporation of our Company is set forth below.

72

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of Nature of transaction Number of Nature of Face _|Issue price/] Percentage of | Percentage of
allotment/ equity shares | consideration | value | transfer |the pre- Offer] fully diluted
transfer allotted/ per price per capital post- Offer

transferred equity equity (%)* capital (%)$
share | share (%)
@

|ABCL (including its nominees)
[March —23,/Transfer from Aditya Birla] 89,99,910 Cash 10 15.90 6.25) 6.25
2010" Nuvo Limited
April __27,|Transfer from K.G. Ajmera 32| Cash 10| 15.91| Negligible] Negligible
2010 jointly with Aditya Birla

Nuvo Limited to ABCL

jointly with Manoj Kedia
April 27,/Transfer from ‘Sushil 26| Cash 10| 15.88|  Negligible| Negligible
2010 Agarwal jointly with Adityal

Birla Nuvo Limited to ABCL

{jointly with Sushil Agarwal
April __27,|Transfer from Laxminarayan 12 Cash 10| 15.92| Negligible] Negligible
2010 Investments Limited jointly]

with Aditya Birla Nuvo)

Limited to ABCL jointly with]

Devendra Bhandari
(October 10,/Transfer from Sun Life AMC] 180,000) Cash 10 1,077.78) 0.13) 0.13]
2012
(October 25,/Transfer from ABCL jointly] 32* Cash 10 10 N.A*| NA,
2013 ‘with Manoj Kedia to ABCL

jointly with Rajesh Shah
(October 25,/Transfer from ABCL jointly] Re Cash 10 10} N.A*| N.A.
2013 ‘with Devendra Bhandari to}

ABCL jointly with Shriram

Jagetiya
‘October 27,|Transfer from 32* Cash 10 NA. N.A*| N.A.
2017 [ABCL jointly with Rajesh|

Shah to Parag Joglekar as|

nominee of ABCL
(October 27,|Transfer from 26* Cash 10 NA. N.A*| NA,
2017 [ABCL jointly with Sushil

Agarwal to A.

Balasubramanian as nominee

lof ABCL
(October 27,|Transfer from 12*| Cash 10 NA. N.A*| NAA.
2017 [ABCL jointly with Shriram|

Jagetiya to Pinky Mehta as|

nominee of ABCL
(Cumulative number of equity shares held| = 10 = 638 6.38
by ABCL 9,179,980}
Pursuant to a resolution passed by our Board on April 5, 2021 and a resolution passed by our Shareholders in the EGM held on April|
6, 2021, our Company has sub-divided its authorised share capital, such that 20,000,000 equity shares of 210 each aggregating to}
2200,000,000 were sub-divided and reclassified as 40,000,000 Equity Shares of %5 each aggregating to %200,000,000. Therefore, the
cumulative number of Equity Shares held by ABCL, pursuant to sub-division was 18,359,960 Equity Shares.
April 9, 2021/Bonus issue 128,519,720*| - 5 - 44.62 44.62
Sub-Total (A) 146,879,680 - 5] * 51.00" 51.00*S|
[Sun Life AMC
May 21] Transfer from Capital Group 6,000,000] ‘Cash 10) 56.33

o " 4.17) 4.17)

1999 International Inc.
i, 21,|Allotment 3,000,000) Cash 10 18.81 2.08 208)
October 10,|Transfer to ABCL (180,000)| Cash 10| 1,077.78 (0.13) (0.13)
2012
(Cumulative number of equity shares held| 8,820,000 - 10 - 6.13) 6.13
by Sun Life AMC
Pursuant to a resolution passed by our Board on April 5, 2021 and a resolution passed by our Shareholders in the EGM held on April|
6, 2021 our Company has sub-divided its authorised share capital, such that 20,000,000 equity shares of 210 each aggregating to
200,000,000 were sub-divided and reclassified as 40,000,000 Equity Shares of 25 each aggregating to 200,000,000. Therefore, the
cumulative number of Equity Shares held by Sun Life AMC, pursuant to sub-division was 17,640,000 Equity Shares.
April 9, 2021/Bonus issue 123,480,000 - 5 - 42.88] 42.88
[Sub-Total (B) 141,120,000] 5 5 : 49.00 49.005|
‘Total (A+B) 287,999,680) : 5 : 100.00*" 100.00*5

 

‘Adjusted for subdivision of equity shares,

as appropriate.

* Since these equity shares continue to be held by ABCL and have been transferred among the nominees of ABCL only, no
adjustments have been made to the total shareholding of ABCL in our Company, in respect of such transfers.

73

 
b)

°

**The records for certain transfers of equity shares amongst the shareholders of our Company could not be traced as the relevant
information was not available in the records maintained by our Company or Promoters. For arriving at the price at which the
transfer was made from Aditya Birla Nuvo Limited, we have relied on the audited financial statements of our Promoter, ABCL. For
details of risks arising out of missing or untraceable past secretarial records of our Company or Promoters, see “Risk Factors —
Some of our secretarial records are not traceable” on pages 45-46.

*This includes allotment of 448 Equity Shares, 364 Equity Shares and 168 Equity Shares, respectively to, Parag Joglekar, A
Balasubramanian and Pinky Mehta, respectively, as nominees of ABCL.

*# Approximate percentages.

$ This percentage does not take into account the transfer of the Offered Shares by the Promoters as part of the Offer for Sale.

 

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment of such Equity
Shares. As of the date of this Prospectus, none of the Equity Shares held by our Promoters are subject to any pledge.

Shareholding of our Promoters (also the Selling Shareholders) and Promoter Group

The details of shareholding of our Promoters, Promoter Group and directors of our Promoters as of the date of this
Prospectus are set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S. | Nameofthe | Pre-Offer number | Percentage of the pre- | Post-Offer number | Percentage of the post-
No.| shareholder | of Equity Shares Offer Equity share | of Equity Shares®@S | __ Offer Equity Share
capital (%) capital (%)@@S

A._| Promoters

1. | ABCL* 146,879,680 51.008 144,028,800° 50.0195

2.__[Sun Life AMC 141,120,000 49.00 105,090,805 36.495

Sub-Total (A) 287,999,680 100.00 249,119,680° 86.5025

B.__| Promoter Group

1. | Kumar 160 Negligible 160 Negligible
Mangalam Birla’

2._[Neerja Birla 160 Negligible 160 Negligible

Sub-Total (B) 320 Negligible 320 Negligible

Total (A+B) 288,000,000 100.00 249,120,005 86.5025

 

 

*512 Equity Shares, 416 Equity Shares and 192 Equity Shares each are held by Parag Joglekar, A Balasubramanian and Pinky
Mehta, respectively, as nominees of ABCL.

* Kumar Mangalam Birla is also one of the directors of one of our Promoters, ABCL.

© Approximate percentages

@@ As adjusted for the Offer

SAssuming Allotment of all the Offered Shares by way of the Offer

Details of Promoters’ Contribution and Lock-in

In accordance with Regulation 14 and Regulation 16(1) of the SEBI ICDR Regulations, an aggregate of 20% of the
fully diluted post-Offer Equity Share capital of our Company held by our Promoters, except for the Equity Shares
offered pursuant to the Offer for Sale, shall be locked in for a period of three years from the date of Allotment, and our
Promoters’ shareholding in excess of 20% shall be locked in for a period of one year from the date of Allotment.

The details of the Equity Shares held by our Promoters, as minimum Promoters’ contribution, which shall be locked-
in for a period of three years from the date of Allotment are set forth below.

 

 

 

 

Nameof | Number of | Dateof | Natureof ] Face |Issue/acquisition] Percentage of | Percentage of post-
Promoter | Equity _| allotment/| transaction | value | price per Equity | pre-Offer paid- | Offer paid-up
Shares _| transfer* @ Share(%) | up Equity Share | __ Equity Share
locked-in®® capital capital
ABCL [34,560,000 [April 9,|Bonusissue [5 : 12.00 12.00
2021
Sun Life}23,040,000 [April 9,/Bonusissue [5 8.00 8.00
AMC 2021
Total 57,600,000 20.00 20.00

 

 

 

 

 

 

 

 

 

 

(For a period of three years from the date of Allotment
All Equity Shares were fully paid-up at the time of allotment.

Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of
Promoters’ contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of the
share capital held by our Promoters, see “- History of the Equity Share Capital held by our Promoters” on pages 72-
74,

In this connection, we confirm the following:

(i) The Equity Shares offered for Promoters’ contribution do not include (a) Equity Shares acquired in the three
immediately preceding years for consideration other than cash or out of revaluation of assets or capitalisation

74
4)

e)

(9)

(10)

of intangible assets; (b) Equity Shares that have resulted from bonus issue by utilisation of revaluation
reserves or unrealised profits of our Company or resulted from bonus issue against Equity Shares which are
otherwise ineligible for computation of Promoters’ contribution;

(ii) The Promoters’ contribution does not include any Equity Shares acquired during the immediately preceding
year at a price lower than the price at which the Equity Shares are being offered to the public in the Offer;

(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability partnership
firm into a Company;

(iv) The Equity Shares held by the Promoters and offered for Promoters’ contribution are not subject to any
pledge; and
(vy) All the Equity Shares held by the Promoters are held in dematerialised form.

Details of Equity Shares locked-in for one year:

In addition to 20% of the fully diluted post-Offer shareholding of our Company held by our Promoters and locked-in
for three years as specified above, in terms of Regulation 16(b) of the SEBI ICDR Regulations, the entire pre-Offer
Equity Share capital of our Company will be locked-in for a period of one year from the date of Allotment, except for
the Equity Shares sold pursuant to the Offer for Sale, and any other categories of shareholders exempt under Regulation
17 of the SEBI ICDR Regulations, as applicable.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by the Promoters, which are locked-
in may be transferred to and amongst the members of the Promoter Group or to any new promoter or persons in control
of our Company, subject to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with the SEBI Takeover Regulations, as applicable.

Our Promoters have agreed not to sell, transfer, create any charge or pledge or any other type of encumbrance on the
Promoters’ contribution from the date of filing this Prospectus, until the expiry of the lock-in specified above, or for
such other time as required under the SEBI ICDR Regulations, except as may be permitted, in accordance with the
SEBI ICDR Regulations.

The Equity Shares held by the Promoters which are locked-in for a period of one year from the date of Allotment may
be pledged only with scheduled commercial banks or public financial institutions or Systemically Important NBFCs
or housing finance companies, as collateral security for loans granted by such banks or public financial institutions or
Systemically Important NBFCs or housing finance companies in terms of Regulation 21 of the SEBI ICDR
Regulations, provided that pledge of the Equity Shares is one of the terms of the sanction of loans. The lock-in may
continue pursuant to the invocation of pledge; however, the transferee shall not be eligible to transfer the Equity Shares
until the expiry of the lock-in period.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the Promoters
and locked-in for a period of one year from the date of Allotment in the Offer may be transferred to any other person
holding the Equity Shares which are locked-in, subject to continuation of the lock-in in the hands of transferees for the
remaining period and compliance with the SEBI Takeover Regulations.

Any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI ICDR
Regulations.

Lock-in of the Equity Shares to be Allotted to the Anchor Investors

Any Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of
30 days from the date of Allotment.

Except for the allotment of Equity Shares pursuant to any grant of options and allotment of Equity Shares that may be
made under the ESOP Scheme, our Company presently does not intend or propose to alter its capital structure for a
period of six months from the Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity
Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or
indirectly for Equity Shares) whether on a preferential basis or by way of issue of bonus shares or on a rights basis or
by way of further public issue of Equity Shares or otherwise.

As of the date of filing of this Prospectus, the total number of shareholders of our Company is 7.

75
ay

(12)

(13)

(14)

(is)

(16)

a7)

(18)

(13)

(20)

1,944,000 Equity Shares (subject to finalisation of basis of Allotment) were reserved for allocation to ABCL
Shareholders under the ABCL Shareholders Reservation Portion, subject to valid Bids having been received at or
above the Offer Price. Only ABCL Shareholders would be eligible to apply in this Offer under the ABCL Shareholders
Reservation Portion.

Any unsubscribed portion remaining in the ABCL Shareholder Reservation Portion shall be added to the Net Offer.
Further, subject to valid bids having been received at or above the Offer Price, under-subscription, if any, in any
category, except in the QIB Category, would be allowed to be met with spill over from any other category or
combination of categories, at the discretion of our Company and the Selling Shareholders in consultation with the
Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers and the Designated
Stock Exchange.

Our Promoters, any member of our Promoter Group, any of the Directors of our Company and their relatives, or any
of the directors of our Promoters have not purchased or sold any securities of our Company during the period of six
months immediately preceding the date of the Red Herring Prospectus and this Prospectus.

There have been no financing arrangements whereby members of our Promoter Group, our Directors and their
relatives, or directors of our Promoters have financed the purchase by any other person of securities of our Company
during a period of six months immediately preceding the date of filing of the Draft Red Herring Prospectus, the Red
Herring Prospectus and this Prospectus.

Neither our Company, nor any of our Directors have entered into any buy-back arrangements for purchase of Equity
Shares from any person. Further, the Global Coordinators and Book Running Lead Managers and the Book Running
Lead Managers have not made any buy-back arrangements for purchase of Equity Shares from any person.

All Equity Shares transferred pursuant to the Offer will be fully paid-up at the time of Allotment.

Except for the options granted pursuant to the ESOP Scheme, there are no outstanding warrants, options or rights to
convert debentures, loans or other instruments into, or which would entitle any person any option to receive Equity
Shares as of the date of this Prospectus.

There will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights
issue or in any other manner for a period of six months from the Bid/Offer Opening Date or all application monies
have been refunded, as the case may be.

Our Company shall ensure that transactions in the Equity Shares by our Promoter and the Promoter Group between
the date of filing of this Prospectus and the date of closure of the Offer shall be intimated to the Stock Exchanges
within 24 hours of such transaction.

Employee stock options scheme

Our Company, pursuant to the resolutions passed by our Board on April 5, 2021 and April 14, 2021 and our
Shareholders pursuant to a resolution passed on April 6, 2021 and April 15, 2021, have adopted the ESOP Scheme.
The ESOP Scheme was amended pursuant to the resolutions passed by our Board on September 8, 2021 and our
Shareholders on September 8, 2021.

The objective of the ESOP Scheme is inter alia to (a) to achieve sustained growth of our Company and create
shareholder value by aligning the interests of the employees with the long-term interests of our Company, (b) to attract
and retain talent and as well as to motivate the employees to contribute to the growth and profitability of our Company
and (c) to recognise and reward the efforts of employees and their continued association with our Company and our
Subsidiaries. The ESOP Scheme is in compliance with the SEBI SBEB Regulations and other applicable laws.

Pursuant to the ESOP Scheme and the resolution passed by our Board on April 14, 2021, authority has been granted
to create, offer, issue and allot in one or more tranches at any time to or for the benefit of permanent employees and
Directors of our Company, our holding company and/or our Subsidiaries, whether in India or elsewhere, such number
of stock options (“Stock Options”) or restricted stock unit (“RSUs”), together (the “Options”) not exceeding
4,608,000 Equity Shares, being 1.60% of the paid-up equity share capital of our Company as of the date of the adoption
of the ESOP Scheme.

The ESOP Scheme will be administered by our Nomination, Remuneration and Compensation Committee.

As of the date of this Prospectus, our Company has granted 3,232,899 Stock Options and 951,354 RSUs under the
ESOP Scheme.

The details of the ESOP Scheme, as certified by G.P Kapadia & Co, Chartered Accountants, through a certificate dated
September 22, 2021 are as follows:

76
 

 

 

 

 

 

 

Particulars Details
Stock Options: 3,232,899
RSU: 951,354
Total Options granted 4,184,253
Number of employees to whom Options were | 778
granted
Options vested Nil
Options exercised Nil
Options forfeited/ lapsed/ cancelled 35,179
Options outstanding (including vested and | 4,149,074

unvested options)

 

Exercise price of Options - weighted average

%694 for Stock Options and

 

 

 

 

 

 

 

 

exercise price per Option (in 2) %5 for RSU
Total number of Equity Shares that would arise | NA

as a result of full exercise of Options granted

(net of forfeited/ lapsed/ cancelled options)

(only for vested options)

Variation in terms of Options NA
Money realised by exercise of options (in 2 | Nil
million)

Total number of Options in force (excluding | 4,149,074
options not granted)

Employee wise details of options granted to

(i) Key Managerial Personnel:

Stock Options: 1,243,847
RSU: 292,956
Total: 1,536,803
(ii) Any other employee who received a grant | NA

in any one year of options amounting to 5% or

more of the Options granted during the year

(iii) Identified employees who are granted | NA

Options, during any one year equal to or
exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of our
Company at the time of grant

 

Fully diluted EPS on a pre-Offer basis pursuant
to the issue of Equity Shares on exercise of
Options calculated in accordance with the
applicable accounting standard on ‘Earnings
per Share’ (in 2)

NA, as these options were issued after the date of the last audited
financial statements.

 

Difference between employee compensation
cost calculated using the intrinsic value of stock
Options and the employee compensation cost
that shall have been recognised if our Company
had used fair value of options and impact of this
difference on profits and EPS of our Company

NA, since Company has calculated the employee compensation
cost using the fair value of the stock options (based on Black
Scholes Valuation model)

 

- Reduction in compensation cost due to use
of intrinsic value of Options instead of fair
value of Options (in % million)

NA, since Company has calculated the employee compensation
cost using the fair value of the stock options (based on Black
scholes valuation model)

 

- Increase in profit (in = million)

NA, since Company has calculated the employee compensation
cost using the fair value of the stock options (based on Black
scholes valuation model)

 

- Impact on EPS

NA, since Company has calculated the employee compensation
cost using the fair value of the stock options (based on Black
scholes valuation model)

 

 

Impact on profits and EPS of the last three
years if our Company had followed the
accounting policies specified in Regulation 15
of the SEBI SBEB Regulations in respect of
options granted in the last three years

 

NA, as no options were granted in last 3 years

 

77

 
 

Particulars

Details

 

Description of the pricing formula and the
method and significant assumptions used
during the year to estimate the fair values of
Options, including weighted-average
information, namely, risk-free interest rate,
expected life, expected volatility, expected
dividends and the price of the underlying share
in market at the time of grant of the Option

Black scholes valuation model has been used for computation of
the fair value of options

 

- Expected life of Options (years)

3.5 years to 6.5 years

 

 

 

 

 

grant (2):

- Volatility (% p.a.) 32.0%-34.0% for different tranches
- Risk free rate of return (%) 5.4% - 6.44% for different tranches
- Dividend yield (% p.a.) 14%
- Exercise price per share (2) %694 for Stock Options and

%5 for RSU
The weighted average share price on date of | %671.5 per Equity Share

 

Intention of the Key Managerial Personnel and
whole-time directors who are holders of Equity
Shares allotted on exercise of options granted
under an employee stock option scheme or
allotted under an employee stock purchase
scheme, to sell their Equity Shares within three
months after the date of listing of the Equity
Shares in the Offer (aggregate number of
Equity Shares intended to be sold by the
holders of options), if any

NA, as no options have been vested as of date

 

Intention to sell Equity Shares arising out of an
employee stock option scheme or allotted
under an employee stock purchase scheme
within three months after the date of listing, by
Directors, senior managerial personnel and
employees having Equity Shares issued under
an employee stock option scheme or employee
stock purchase scheme amounting to more than
1% of the issued capital (excluding outstanding
warrants and conversions) of our Company

 

 

NA, as no options have been vested as of date

 

Notes:

 

Employee wise details of options granted and outstanding to Key Managerial Personnel (stock options and RSU, respectively): 1.
A Balasubramanian (ESOP - 456,140 and RSU - 109,427); 2. Mahesh Patil (ESOP - 307,018 and RSU - 73,653); 3. Anil Shyam
(ESOP - 63,860 and RSU - 15,320); 4. Bhavdeep Bhatt (ESOP - 63,860 and RSU - 15,320); 5. Vikas Mathur (ESOP - 63,860 and
RSU - 15,320); 6. Keerti Gupta (ESOP - 59,825 and RSU - 14,352); 7. Parag Yashwant Joglekar (ESOP - 59,825 and RSU -
14,352); 8. Sidharth Damani (ESOP - 48,246 and RSU - 11,574); 9. Hirak Bhattacharjee (ESOP - 48,246 and RSU - 7,583); 10. K
S Rao (ESOP -39,474 and RSU - 9,470); 11. Hemanti Wadhwa (ESOP - 17,544 and RSU - 2,757); 12. Vikas Gautam (ESOP -
15,949 and RSU - 3,828)

 

78
OBJECTS OF THE OFFER

The objects of the Offer are to (i) achieve the benefits of listing the Equity Shares on the Stock Exchanges; and (ii) carry out
the Offer for Sale of 38,880,000 Equity Shares by the Selling Shareholders. Further, our Company expects that the proposed
listing of its Equity Shares will enhance our visibility and brand image as well as provide a public market for the Equity Shares
in India. The Selling Shareholders will be entitled to the entire proceeds of the Offer after deducting the Offer expenses and
relevant taxes thereon. Our Company will not receive any proceeds from the Offer.

Offer Expenses

The Offer expenses are estimated to be approximately 774.91 million. The Offer expenses comprise, among other things, the
listing fee, underwriting fee, selling commission and brokerage, fees payable to the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers, legal counsel, Registrar to the Offer, Escrow Collection Bank,
processing fee to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted
to SCSBs, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, fees payable to the Sponsor
Banks for Bids made by RIBs and ABCL Shareholders Bidding under the ABCL Shareholders Reservation Portion (subject to
the Bid Amount being up to %200,000) using UPI mechanism, printing and stationery expenses, advertising and marketing
expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. All Offer expenses will be
borne by the Selling Shareholders, i.e. ABCL and Sun Life AMC, to the extent of the Equity Shares offered by each of them in
the Offer and the following expenses shall be borne solely by our Company: listing fees; the audit fees of the Statutory Auditors
(to the extent not attributable to the Offer); and expenses in relation to any product or corporate advertisements by our Company
(other than the expenses relating to marketing and advertisements undertaken in connection with the Offer). Further, the Offer
expenses to be borne by the Selling Shareholders shall be payable to our Company only upon the successful completion of the
Offer (i.e., upon the listing and trading of the Equity Shares on the Stock Exchanges). In the event the Offer is not completed
or is withdrawn or abandoned, our Company shall bear all the expenses.

All such expenses shall be directly deducted from the Public Offer Account and to the extent any expenses attributable to the
Selling Shareholders have been paid by our Company, they will be reimbursed to our Company directly from the Public Offer
Account.

The break-up for the Offer expenses is as follows:

 

 

 

Activity Estimated Asa% oftotal | Asa % of
expenses") (in% | estimated Offer | the total
million) expenses Offer size
Global Coordinators and Book Running Lead Managers and Book Running Lead 378.35 48.83 1.37
Managers fees and commissions (including any underwriting commission)
Commission/processing fee for SCSBs, Sponsor Bank and Bankers to the Offer. 76.41 9.86 0.28

Brokerage and selling commission and bidding charges for Members of the
Syndicate, Registered Brokers, RTAs and CDPs®0X

 

 

 

 

 

 

 

 

 

 

 

 

 

Fees payable to Registrar to the Offer 1.20 0.16 0.00
Others:

= regulatory filing fees, book building software fees, listing fees, etc. 70.50 9.10 0.25
= printing and stationery 32.85 4.24 0.12
= fee payable to legal counsels 54.12 6.98 0.20
5 advertising and marketing 55.60 TAT 0.20
- other advisors to the Offer 38.23 4.93 0.14
= miscellaneous 67.66 8.73 0.24
Total estimated Offer expenses 774.91 100.00 2.80

 

® ~ Offer expenses excludes applicable taxes, where applicable.

® ~ Selling commission payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and ABCL Shareholders which are directly
rocured and uploaded by the SCSBs, would be as follows:

 

 

 

 

 

Portion for RIBS (0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.20% of the Amount Allotted* (plus applicable taxes)
Portion for ABCL Shareholders Reservation 0.20% of the Amount Allotted* (plus applicable taxes)

 

 

* — Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE
or NSE.

® No processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications directly procured
by them.

Processing fees payable to the SCSBs on the portion for RIB, Non-Institutional Bidders and ABCL Shareholders which are procured by
the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIB, Non-Institutional Bidders and ABCL]® 10 per valid application (plus applicable taxes)

Shareholders

 

 

 

 

 

79
“

Selling commission on the portion for RIBs and ABCL Shareholders (2200,000) using the UPI mechanism, Non-Institutional Bidders
and ABCL Shareholders which are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or
for using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of
Syndicate (including their Sub-Syndicate Members) would be as follows:

 

 

 

 

 

 

Portion for RIBs 0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.20%of the Amount Allotted* (plus applicable taxes)
Portion for ABCL Shareholders Reservation 0.20% of the Amount Allotted* (plus applicable taxes)

 

* — Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application form
number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a
Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the
Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate Member.

Uploading Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications
made by RIBs using 3-in-1 accounts, ABCL Shareholders and Non-Institutional Bidders which are procured by them and submitted to
SCSB for blocking or using 3-in-1 accounts, would be as follows: ® 10 plus applicable taxes, per valid application bid by the Syndicate
(including their sub-Syndicate Members), RTAs and CDPs.

The selling commission and bidding charges payable to Registered Brokers the RTAs and CDPs will be determined on the basis of the
bidding terminal id as captured in the Bid Book of BSE or NSE.

Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs and ABCL Shareholders (220,000)
procured through UPI Mechanism, Non Institutional Bidders and ABCL Shareholders which are directly procured by the Registered
Broker and submitted to SCSB for processing, would be as follows:

 

 

 

 

Portion for RIBs* 2 10 per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* 2 10 per valid application (plus applicable taxes)
Portion for ABCL Shareholders Reservation* 2 10 per valid application (plus applicable taxes)

 

 

 

* Based on valid applications

Uploading charges/ Processing fees for applications made by RIBs and ABCL Shareholders (200,000) using the UPI Mechanism would
be as under:
‘Members of the Syndicate / RTAs / CDPs (uploading charges) | ® 30 per valid application (plus applicable taxes)

Sponsor Bank (Processing fee) 3 per valid application (plus applicable taxes)

The Sponsor Bank shall be responsible for making payments to the
third parties such as remitter bank, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other Applicable Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and
Escrow and Sponsor Bank Agreement.

 

 

 

 

 

 

Monitoring Utilization of Funds

Since the Offer is an offer for sale and our Company will not receive any proceeds from the Offer, our Company is not required
to appoint a monitoring agency for the Offer.

80
BASIS FOR OFFER PRICE

The Offer Price has been determined by our Company and the Selling Shareholders, in consultation with the Global
Coordinators and Book Running Lead Managers and the Book Running Lead Managers, on the basis of assessment of market
demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative and qualitative factors
as described below. The face value of the Equity Shares is %5 each and the Offer Price is 142.40 times the face value of the
Equity Shares.

Bidders should read “Our Business”, “Risk Factors”, “Restated Consolidated Financial Information” and “Management's
Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 135, 25 and 270, respectively,
to have an informed view before making an investment decision.

Qualitative Factors

We believe that some of the qualitative factors which form the basis for computing the Offer Price are as follows:

(a) largest non-bank affiliated asset manager in India and among the four largest AMCs in India by QAAUM since
September 30, 2011, according to the CRISIL Report;

(b) well-recognized brand with experienced Promoters;

(c) growing individual investor customer base driven by strong systematic flows and B-30 penetration;

(d) diverse product portfolio with fund performance supported by research driven investment philosophy and disciplined

risk management;

(e) pan-India, diversified distribution network;
(6) long-term track record of innovation in and use of technology; and
(g) franchise led by experienced and stable management and investment teams.

For further details, see “Our Business — Our Strengths” on pages 136-141.
Quantitative Factors

Certain information presented below, relating to our Company, is derived from the Restated Consolidated Financial
Information. Pursuant to a resolution of our Board dated April 5, 2021 and pursuant to the special resolution passed by our
shareholders dated April 6, 2021, each equity share of face value of 710 each has been split into two equity shares of face value
of 25 each. Accordingly, the issued, subscribed and paid-up capital of our Company was subdivided from 180,00,000 equity
shares of face value of 210 each to 360,00,000 equity shares of face value of %5 each. Stock split of shares are retrospectively
considered for the computation of EPS in accordance with Ind AS 33 for all periods presented and for the computation of Net
Asset Value per share for all periods presented. The Board of Directors pursuant to a resolution dated April 5, 2021 and the
shareholders special resolution dated April 6, 2021 have approved the issuance of seven bonus shares of face value 25 each for
every one existing fully paid up equity share of face value @5 each and accordingly 25,20,00,000 bonus shares were issued and
allotted. Bonus shares are retrospectively considered for the computation of EPS in accordance with Ind AS 33 for all periods
presented and for the computation of Net Asset Value per share for all periods presented. For further details on basic and diluted
earnings per share for the three months period ended June 30, 2021 and June 30, 2020 and for the financial years ended March
31, 2021, March 31, 2020 and March 31, 2019 as per Ind AS 33, see “Restated Consolidated Financial Information” beginning
on page 213.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
1. Basic and Diluted Earnings Per Share (“EPS”), as adjusted for changes in capital:

As derived from the Restated Consolidated Financial Information:

 

 

 

 

 

 

 

Financial Period Basic EPS (in 2) Diluted EPS (in 2) Weight
Financial Year 2021 18.27 18.27
Financial Year 2020 17.17 17.17
Financial Year 2019 15.51 15.51 1
Weighted Average (of the above three 17.44 17.44
Financial years)
Three-month period ended June 30, 5.38, 5.36
2021 (not annualised)

 

 

 

 

 

Notes:

81
( Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by
the number of equity shares issued during the year multiplied by the time weighting factor. The time weighting factor is the
number of days for which the specific shares are outstanding as a proportion of total number of days during the year. The
figures disclosed above are based on the Restated Consolidated Financial Information of our Company.

@ Pursuant to a resolution of shareholders dated, April 6, 2021, each equity share of face value of #10 each has been split into
two equity shares of face value of %5 each. Accordingly, the issued, subscribed and paid up capital of our Company was
subdivided from 180,00,000 equity shares of face value of #10 each to 360,00,000 equity shares of face value of 5 each. Stock
split of shares are retrospectively considered for the computation of EPS in accordance with Ind AS 33 for all periods
presented. The Board of Directors pursuant to a resolution dated April 5, 2021 and the shareholders special resolution dated
April 6, 2021 have approved the issuance of seven bonus shares of face value %5 each for every one existing fully paid up
equity share of face value %5 each and accordingly 25,20,00,000 bonus shares were issued and allotted. Bonus shares are
retrospectively considered for the computation of EPS in accordance with Ind AS 33 for all periods presented.

© Earnings Per Share (Basic) = Restated net profit after tax and adjustments, available for equity shareholders/Weighted
average number of equity shares outstanding during the period/year.

 — Earnings Per Share (Diluted) = Restated profit for the period/year / Weighted average number of diluted potential equity
shares outstanding during the period/year.

©) The above statement should be read with Significant Accounting Policies and the Notes to the Restated Consolidated Financial
Information as appearing in Restated Consolidated Financial Information.

Price/Earning (“P/E”) ratio in relation to the Offer Price of 7712 per Equity Share:

 

 

 

 

 

 

 

 

 

 

Particulars P/E at the Offer Price
(no. of times)
Based on Basic EPS for Financial Year 2021 38.97
Based on Diluted EPS for Financial Year 2021 38.97
Industry P/E ratio
P/E Ratio

Highest 50.90
Lowest 30.14
Industry Composite 39.84

 

 

 

Notes:

The industry high and low has been considered from the industry peer set. The industry composite has been calculated as the
arithmetic average P/E of the industry peer set disclosed in this section.

© — P/E figures for the peer are computed based on closing market price as on September 3, 2021 at NSE, divided by Diluted EPS
(on consolidated basis) based on the annual report of the company for the Financial Year 2021.

Return on Net Worth (“RoNW”)

As derived from the Restated Consolidated Financial Information of our Company:

 

 

 

 

 

 

 

 

 

 

 

Particulars RoNW % Weight
Financial Year 2021 30.87 3
Financial Year 2020 37.54 2
Financial Year 2019 36.61 1
Weighted Average (of the above three Financial years) 34.05
Three-months period ended June 30, 2021 8.60
(not annualised)

Notes:

(1) Return on Net worth (%) = Restated net profit after tax and adjustments, available for equity shareholders/ Restated net worth
at the end of the period/year

(2) Net worth for calculating ratios = Equity share capital + Other equity (including Securities premium, General reserve and
Retained earnings).

Net Asset Value per Equity Share of face value of 5 each

 

 

 

 

 

 

 

Net Asset Value per Equity Share @
‘As on March 31, 2021" 59.19
As on June 30, 2021 62.57
After the Offer At floor price: 62.57

At cap price: 62.57
At the Offer Price 62.57

 

 

 

“Stock split of shares and Bonus shares are retrospectively considered for the computation of Net Asset Value per share for all periods presented.
Notes:
Net Asset Value per Share (in %) = Restated net worth at the end of the period/year / Number of equity shares outstanding at
the end of the period/year

82
Comparison of accounting ratios with listed industry peers

 

 

 

 

 

 

Name of the company Face Total Basic EPS Diluted PE RONW NAV per
Value income for |for Financial EPS for for share As
@ Per Financial |Year 2021 (®)| for Financial Financial at March
Share) Year 2021 Financial | Year 2021 Year 31, 2021

(% million) Year 2021 2021(%) ®@
®

Aditya Birla Sun Life 5 12,058.41 18.27] 18.27 38.97 30.87 59.19"

AMC Limited**

Peer Group

HDFC Asset 5 22,017.40 62.28 62.16 50.90 27.76 224,28

Management Company

Limited

Nippon Life India 10 14,193.40 11.04) 10.90 38.46 21.94 50.29

Asset Management

Limited

UTI Asset 10 11,986.30 38.97) 38.97 30.14 15.27 255.31

Management Company

Limited

 

 

 

 

 

 

 

 

 

 

(D) Diluted EPS for peers sourced from the annual report for the Financial Year 2021, whereas for our Company it is based on the

Restated Consolidated Financial Information of Company.

(2) P/E Ratio has been computed based on the closing market price of equity shares on NSE on September 3, 2021, divided by the
Diluted EPS provided under Note 1 above.

(3) RoNW is computed as net profit after tax (including profit attributable to non-controlling interest) divided by closing net worth
as on March 31, 2021. Net worth has been computed as sum of paid-up share capital and other equity.

a NAV per share is computed as the closing net worth divided by the closing outstanding number of equity shares
NAV per Share (in %) = Restated net worth at the end of the period/year / Number of equity shares outstanding at the end of the
period/year.

# Pursuant to a resolution passed by our Board on April 5, 2021 and a resolution of shareholders dated, April 6, 2021, each
equity share of face value of 210 each has been split into two equity shares of face value of 25 each. Accordingly, the issued,
subscribed and paid up capital of our Company was subdivided from 180,00,000 equity shares of face value of 210 each to
360,00,000 equity shares of face value of @5 each. Stock split of shares are retrospectively considered for the computation of
EPS in accordance with Ind AS 33 for all periods presented and for the computation of NAV per share for all periods presented.

$ The Board of Directors pursuant to a resolution dated April 5, 2021 and the shareholders special resolution dated April 6, 2021
have approved the issuance of seven bonus shares of face value %5 each for every one existing fully paid up equity share of face
value %5 each and accordingly 25,20,00,000 bonus shares were issued and allotted. Bonus shares are retrospectively considered
for the computation of EPS in accordance with Ind AS 33 for all periods presented and for the computation of NAV per share
for all periods presented. As of the date of this prospectus, 288,000,000 Equity Shares are outstanding.

  

 

The Offer price is 142.40 times of the face value of the Equity Shares

The Offer Price of 2712.00 per Equity Share was determined by our Company and the Selling Shareholders, in
consultation with the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers,
on the basis of assessment of market demand from investors for Equity Shares through the Book Building Process and
was justified in view of the above qualitative and quantitative parameters.

 

Bidders should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Management's
Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated Financial
Information” beginning on pages 25, 135 and 270, respectively, to have a more informed view. The trading price of
Equity Shares could decline due to factors mentioned in “Risk Factors” beginning on page 25 and you may lose all or
part of your investments.

83.
STATEMENT OF SPECIAL TAX BENEFITS

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE ADITYA BIRLA SUN LIFE AMC LIMITED

AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA

The Board of Directors

Aditya Birla Sun Life AMC Limited,

One World Centre, Tower-1, 17th Floor, Jupiter Mills
Senapati Bapat Marg, Elphinstone Road,

Mumbai 400013, India

Dear Sirs/Madams,

1.

i)
ii)
ili)

We hereby confirm that the enclosed Annexure, prepared by Aditya Birla Sun Life AMC Limited (the “Company”),
provides the special tax benefits available to the Company and to the shareholders of the Company under the Income-tax
Act, 1961 (‘the Act’) as amended by the Finance Act 2021, i.e. applicable for the Financial Year 2021-22 relevant to the
assessment year 2022-23 and the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act,
2017 (“GST Act”) as amended by the Finance Act 2021, i.e., applicable for the Financial Year 2021-22 relevant to the
assessment year 2022-23, presently in force in India (together, the “Tax Laws”). Several of these benefits are dependent
on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws.
Hence, the ability of the Company and / or its shareholders to derive the tax benefits is dependent upon their fulfilling such
conditions which, based on business imperatives the Company faces in the future, the Company or its shareholders may or
may not choose to fulfil.

The benefits discussed in the enclosed statement are not exhaustive and the preparation of the contents stated is the
responsibility of the Company’s management. We are informed that this statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of
the individual nature of the tax consequences and the changing Tax Laws, each investor is advised to consult his or her
own tax consultant with respect to the specific tax implications arising out of their participation in the issue.

We do not express any opinion or provide any assurance as to whether:
the Company or its shareholders will continue to obtain these benefits in future;
the conditions prescribed for availing the benefits have been / would be met with; and

the revenue authorities/courts will concur with the views expressed herein.

The contents of the enclosed statement are based on information, explanations and representations obtained from the
Company and on the basis of their understanding of the business activities and operations of the Company.

This statement is issued solely in connection with proposed offering of equity shares of face value Rs 5 each of the
Company and is not to be used, referred to or distributed for any other purpose.

For S R Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Jayesh Gandhi

Partner

Membership Number: 037924
Place of Signature: Mumbai
Date: April 19, 2021

84
Annexure

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY & ITS SHAREHOLDERS

Outlined below are the Special Tax Benefits available to the Company and its Shareholders under the applicable direct and
indirect tax Laws (“Tax Laws”). These Special Tax Benefits are dependent on the Company and its shareholders fulfilling the
conditions prescribed under the Tax Laws. Hence, the ability of the Company and its shareholders and its material subsidiaries
to derive the Special Tax Benefits is dependent upon fulfilling such conditions, which are based on business imperatives it faces
in the future, it may or may not choose to fulfil.

UNDER THE INCOME TAX ACT, 1961

I. Special Tax Benefits available to the Company:

As per the provisions of section 115BBD of the Act, dividend received by an Indian company from a specified foreign company
, Le., a foreign company in which the Indian company holds twenty-six per cent or more in nominal value of the equity share
capital of the company is taxable at a concessional rate of 15 percent on gross basis (exclusive of applicable surcharge and
cess).

II. Special Tax Benefits available to its shareholders:

There are no special tax benefits available to its shareholder for investing in the shares of the Company.

UNDER INDIRECT TAX LAWS - GOODS AND SERVICE TAX ACT, 2017 (GST Act)

I. Special Tax Benefits available to the Company:

There are no Special Tax Benefits available to the company under the GST Legislation.

II. Special Tax Benefits available to its shareholders:

There are no Special Tax Benefits available to its shareholder under the GST Legislation.

Notes:

1. The above Statement sets out the provisions of law in a summary manner only and is not a complete analysis or listing of
all potential tax consequences of the purchase, ownership and disposal of shares.

2. The above statement covers only certain relevant direct tax law benefits and indirect tax law benefits and does not cover
any benefit under any other law.

3. The above statement of special tax benefits are as per the current direct tax laws relevant for the assessment year 2022-23.
Several of these benefits are dependent on the Company fulfilling the conditions prescribed under the relevant tax laws.

4. This statement is intended only to provide general information to the investors and is neither designed nor intended to be
a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to
consult his/her own tax advisor with respect to specific tax consequences of his/her investment in the shares of the
Company.

5. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any benefits
available under the relevant DTAA, if any, between India and the country in which the non-resident has fiscal domicile.

6. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based

on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes.

85.
SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW

The industry-related information contained in this section is derived from the report titled “Assessment of mutual fund industry
in India” dated September 2021 (the “CRISIL Report”) which has been commissioned and paid for by our Company for an
agreed fee for the purposes of confirming our understanding of the industry exclusively in connection with the Offer. We
officially engaged CRISIL Research, a division of CRISIL Limited (“CRISIL”), in connection with the preparation of the
CRISIL Report on March 24, 2021. The data included in this section includes excerpts from the CRISIL Report and may have
been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the
Offer), that have been left out or changed in any manner.

The CRISIL Report was prepared on the basis of information as of specific dates which may no longer be current or reflect
current trends and opinions in the CRISIL Report may be based on estimates, projections, forecasts and assumptions that may
prove to be incorrect. CRISIL has advised that while it has taken due care and caution in preparing the CRISIL Report based
on the information obtained by CRISIL from sources which it considers reliable, it does not guarantee the accuracy, adequacy
or completeness of the CRISIL Report or the data therein and is not responsible for any errors or omissions or for the results
obtained from the use of CRISIL Report or the data therein. Further, the CRISIL Report is not a recommendation to invest or
disinvest in any company covered in the report. CRISIL especially states that it has no liability whatsoever to the subscribers,
users, transmitters or distributors of the CRISIL Report. CRISIL Research operates independently of, and does not have access
to information obtained by CRISIL’s Ratings Division or CRISIL Risk and Infrastructure Solutions Ltd (“CRIS”), which may,
in their regular operations, obtain information of a confidential nature. The views expressed in the CRISIL Report are that of
CRISIL Research and not of CRISIL’s Ratings Division or CRIS. Prospective investors are advised not to unduly rely on the
CRISIL Report.

Macroeconomic Outlook
Impact of the COVID-19 Pandemic and other Recent Developments on the Indian Economy

The financial year 2020 was volatile for the global economy. The first three quarters saw various trade protectionist policies
and disputes among major trading partners, volatile commodity and energy prices, and economic uncertainties arising from
Brexit. Hopes of broad-based recovery in the fourth quarter were impeded by the COVID-19 pandemic, which has infected
more than 207 million people in 224 countries as of August 16, 2021 and counting, leading to considerable economic disruption.

Growing restrictions on the movement of people and lockdowns in the affected countries led to demand, supply and liquidity
shocks. The COVID-19 pandemic sharply slowed the Indian economy in the first quarter of the financial year 2021, but the
resulting huge economic costs forced the economy to open up in the second quarter of the financial year 2021. The economy
was also assisted by a sharp cutback in operating costs for corporates due to job and salary cuts, employees exercising work
from home options, low input costs due to benign interest rates, as well as crude and commodity prices. The second and third
quarters of the financial year 2021 showed consistent recovery in global trade activity, especially merchandise volumes.

CRISIL Research estimates the Indian economy shrank 7.3% in the financial year 2021 on account of the pandemic. The
pandemic came at an unfortunate time since India had been showing signs of recovery following a slew of fiscal/monetary
measures. Having said that, CRISIL Research foresees growth rebounding in the financial year 2022 on the back of a very weak
base, a counter-cyclical Union Budget for the financial year 2022 pushing investments, and some benefit from a rising-global-
tide-lifting-all-boats effect. The gradual increase in vaccinations against COVID-19 is also expected to boost confidence and
support stronger recovery. Even after the strong rebound, CRISIL Research forecasts GDP would grow merely 1% over the
pre-pandemic level of the financial year 2020.

The following diagram sets forth the historical and projected real GDP and real GDP growth of India for the financial years
indicated:

86
@in trillions) FY 21 to FY 25 CAGR : 7.0%

 

 

200 FY 16 to FY 20: 6.4% > > a0
8.0% 8.3% 9.5%
150 z 70% 63% 10%
5%
100
0%
50 5%
0 -10%

FY16 FY17 FY18 FY19 FY20 FY21 FY22P FY23P FY24P FY25P

mmm Real GDP ——Growth (Y-o-Y)

Source: National Statistics Office, IMF and CRISIL Research estimates
Note: “P” means projected.

 

CRISIL Research forecasts India’s GDP for the financial year 2022 to grow by around 9.5% in its base case scenario, assuming
that COVID-19 restrictions will continue and mobility will remain affected in some form or other, at least until August 2021,
and that approximately 70% of the adult population will be vaccinated by December 2021. The lockdowns imposed were less
restrictive for economic activity as compared with 2020.

India was one of the fastest growing economies in the world prior to the COVID-19 pandemic, with annual growth of around
6.7% in between 2014 to 2019. While economic growth in 2020 was dented due to COVID-19, CRISIL Research expects the
economy and for India to regain its position as one of the fastest growing economies globally in the medium-term. Going
forward, rapid urbanization, rising consumer aspiration and increasing digitization, along with government support in the form
of reforms and policies, are expected to support growth. IMF forecasts India’s GDP to grow by 9.5% in the calendar year 2021
due to the lower base of the calendar year 2020 and approved vaccines and policy measures. At this pace of growth, India is
forecasted to be the fastest growing economies in the world in 2021. IMF also forecasts India’s GDP to grow at a faster pace
than other economies going forward.

In terms of purchasing power parity, India is the third largest economy in the world, after China and the United States.

The following table sets forth the year-on-year GDP growth of India compared to other major economies for the calendar years
indicated:

2014-2015 201620172018 2019 2020-2021 2022P = _2023P_—2024P ——2025P

 

 

 

 

 

 

India 7.4% 8% 8.3% 7.0% 6.1% 4.2%  (8.0)% 9.5% 8.5% 6.8% 6.7% 6.6%
China. 7.3% 6.9% 6.8% 69% 6.7% 6.0% 2.3% 8.1% 5.7% 5.4% 5.3% 5.1%
Japan .. . 0.4% 1.2% 0.5% 2.2% 0.3% ~=—0.3% += (4.8)% ~—-2.8% += 3.0%» 1.1% = 0.7% + 0.6%
United States... 2.5% 3.1% 1.7% 2.3% 3.0% 2.2%  (3.5)% 7.0% 4.9% 14% 15% 1.6%
United 2.6% 2.4% 19% 19% 13% 15%  (9.9)% 7.0% 4.8% 2.0% 1.8% 1.5%
Kingdom

Brazil. 0.5% (3.5)% (3.3% 13% 13% 14%  (4.1)% 5.3% 1.9% 2.1% 2.0% 2.0%

Russia 0.7% (2.0)% 0.5% 1.8% 2.8% 2.0%  (3.1)% 4.4% 3.1% 2.1% += 1.8% += 1.8%
South Africa... 1.8% 1.2% 0.4% 1.4% 0.8% 0.2% — (7.0)% 4.0% 2.2% 14% 1.3% «1.3%
Source: IMF (World Economic Outlook — July 2021 and April 2021 update), CRISIL Research
Note: GDP growth is based on constant prices; Data is for calendar years; “P” means projected.

 

 

Key Underlying Growth Drivers

India has the world’s second largest population. As per Census 2011, India’s population was at approximately 1.2 billion,
comprising nearly 245 million households. The population, which grew nearly 18% between 2001 and 2011, is expected to
have increased by approximately 11% between 2011 and 2021 to 1.4 billion, and is expected to reach 1.5 billion by the end of
2031 with approximately 376 million households by the same date.

Favorable demographics

As of calendar year 2020, India has one of the largest young populations in the world, with a median age of 28 years. CRISIL
Research forecasts that approximately 90% of Indians is expected to still be below the age of 60 by calendar year 2021, and
that 63% of them will be between 15 and 59 years. In comparison, in the calendar year 2020, the United States, China and
Brazil had 77%, 83% and 86%, respectively, of their population below the age of 60.

Urbanization

87
Urbanization is one of India’s most important economic growth drivers as it is expected to drive substantial investments in
infrastructure development, which are expected to create jobs, develop modern consumer services and increase the ability to
mobilize savings. The country’s urban population has been rising consistently over the decades. In 1950, the country’s urban.
population comprised 17% of total population. As per the 2018 revision of World Urbanization prospects, the urban population
was estimated to comprise 34.9% of total population in India. This is forecast to reach 37.4% by 2025.

Increasing per capita GDP

India’s per capita income is estimated to have grown 8% in the financial year 2021 compared to a growth of 2.9% in the financial
year 2020. CRISIL Research forecasts that per capita income will gradually improve with a pick-up in GDP growth and
sustained low inflation. This is expected to be an enabler for domestic consumption. According to IMF estimates, India’s per
capita income (at constant prices) is expected to grow at a CAGR of 6.2% over between the financial years 2021 and 2025.

The following diagram sets forth the historical and forecasted nominal GDP per capita in India for the financial years indicated:

 

(7 in thousands)

300 - wh
250 | oe

cA 243
200 -
30 143 152 146
150 - 107 118 hi
90 98

100 - 72 81

“EEEEE

0

FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 25P

= Nominal GDP per capita

 

 

Source: Ministry of Statistics and Programme Implementation (“MoSPI”), World Bank, CRISIL Research
Note: “P” means projected.

Financial awareness and literacy

Overall literacy in India is at 77.7% according to the results of the National Sample Survey Office survey conducted in 2018,
which is still below the world literacy rate of 86.5%. However, according to the National Financial Literacy and Inclusion
Survey 2019, only 27% of Indian population is financially literate indicating both a large gap and potential for financial services
industry growth. The survey defines financial literacy as having a combination of awareness, knowledge, skill, attitude and
behavior necessary to make sound financial decisions and ultimately achieve individual financial wellbeing.

With increasing financial literacy, mobile penetration, awareness and the Prime Minister’s Jan Dhan Yojana bank accounts
scheme aimed at bringing more individuals under the formal banking system, there has been a rise in the participation of
individuals from non-metro cities in banking. With more people attracted to the formal banking sector, the demand for financial
products in smaller cities has seen a major uptick in recent years. Going forward, CRISIL Research expects financial penetration
to increase on account of increasing financial literacy.

Digitalization

Technology is expected to play an important role by progressively reducing the cost of reaching smaller markets. India has seen
a tremendous rise in fintech adoption in the past few years and has the highest fintech adoption rate globally of 87%, which is
higher than the global average rate of 64% (Source: InvestIndia). Among the many initiatives by the Government of India, the
Unified Payments Interface (“UPI”) is playing a pivotal role towards financial inclusion. It provides a single-click digital
interface across all systems for smartphones linked to bank accounts and facilitates easy transactions using a simple
authentication method. The volume of digital transactions has also surged in the past few years, driven by an increased adoption
of UPI. Apart from the financial services industry, digitization in other industries, such as retail, will also play an important role
in the growth of the economy.

Resilience of rural economy

CRISIL Research believes that the rural economy is far more resilient today due to two consecutive years of good monsoon

seasons, increased spending under the Government’s Mahatma Gandhi National Rural Employment Guarantee Act

(“MNREGA’”) and irrigation programs as well as the Government’s various schemes including its direct benefit transfer

scheme, PM-Kisan scheme, PM Ujjwala Yojana scheme for cooking gas, PM Awas Yojana scheme for housing, and Ayushman

Bharat scheme for healthcare. To supplement these, there has been a continuous improvement in rural infrastructure, such as
88
electricity and roads. These Government initiatives have led to lesser leakages and higher incomes in the hands of the rural
populace, thereby enhancing their ability and willingness to spend on discretionary products and services. These changes,
combined with a positive macro-environment, is expected to improve rural business prospects, provide business opportunities
for the banking and financial services sector and drive the long-term growth of the economy.

Household Savings to Increase

India’s slowing economy also took a toll on savings, with the savings rate reaching a 15-year low, and household savings also
falling. This has weakened India’s macroeconomic position, which is already affected by low investment and rising external
borrowing to fund capital needs. Household savings also declined as consumers spent more in purchasing durables and
travelling. Indian households contribute to approximately 60% of the country’s savings. However, India remains favorable
compared to emerging market peers such as Brazil.

According to the World Bank, the savings rate, or the proportion of gross domestic savings (“GDS”) in GDP in the Indian
economy has trended down in the past decade. India’s GDS peaked at 36.8% of GDP in the financial year 2008 and dipped to
32% in the financial year 2009. That was largely on account of a sharp slowdown in public savings, with the Government
resorting to fiscal stimulus to address the external shock from the global financial crisis.

CRISIL Research expects India to continue being a high savings economy at least over the next decade. However, household
savings as a percentage of GDP has been declining since the financial year 2012, with its share in total savings falling from
23.6% in the financial year 2012 to 18% in the financial year 2016. The household savings as a percentage of GDP rose to
19.6% in the financial year 2020. CRISIL Research expects household savings to increase further on account of an expected
decline in discretionary spending during the COVID-19 pandemic. However, the absolute amount of savings may not increase
at the same pace since GDP growth is expected to be negative in the financial year 2021.

CRISIL Research expects the savings rate to increase in the medium term, as households become more focused post the COVID-
19 pandemic-induced uncertainty on creating a nest egg for the future.

The following table sets forth household savings rates in India, as a percentage of GDP, for the financial years indicated:

27%

25.2%

25%

9,
23% 22.4%

  

0.3%
one 19.6% 19.3% 19.3% 19.6%

19% 18.0% 18.1%

  

17%

 

15%
Fy08 FY09 FY10 FY11 FY12 FY13 FY14 FYI5 FY1I6 FY17 FY18 FY19 FY20

Household Savings (% of GDP)
Source: Ministry of Statistics and Programme Implementation (““MOSPI”), RBI, CRISIL Research

The following table sets forth the GDS rate of India as compared to other countries in calendar year 2019:

60%

55%
50% 47%
40% 35% 35%

30%

28%

30% © 25% 25% 24% 999% aw
. UT tt Ol
0% LJ

89

Ss mE
China
Korea

Switzerland
nos |
India
Germany
World
Australia
Mexico
France
South Africa
sri! J
Source: World Bank, Handbook of Statistics on Indian Economy 2018-19, RBI, MOSPI, CRISIL Research
The following table sets forth certain information on GDS trends in India for the financial years indicated:

March March March March March March = March

 

 

2014-2015 -2016= 2017 2018 2019 2020
(in billions)

GDS... 36,082 40,200 42,823 «48,251 +—«54,807—« 57,770 63,860

GDP (At current prices 112,335 124,680 137,719 153,917 170,900 188,870 203,510

  

Percentage of GDP. 32.1% 32.2% 31.1% 31.3% «32.1% + 30.6% 31.4%
Household sector savings (net financial
savings, savings in physical assets and in the
form of gold and silver ornaments). 22,853 24,391 +«-24,749-—«27,871 «32,966 36,465 39,908
Percentage of GDP 20.3% 19.6% 18.0% 18.1% «19.3% 19.3% — 19.6%
Gross financial savings 11,908 12,572 14,962 16,147 (20,564 21,341 22,846
Financial liabilities... 3,587 3,768 «3,854. 4,686 7,507 7,784 6,641
Savings in physical assets 14,164 15,131 13,176 15,946 19,442. 22,481 23,272
Savings in the form of gold and silver
ornaments .. . 368 456 465 465 467 427-431
Source: MOSPI, National Accounts National Accounts Statistics, CRISIL Research
Note: Physical assets are those held in physical form, such as real estate.

 

 

 

 

The following table sets forth the household savings growth in India for the financial years indicated:

 
 
     
  

 
    

(in billions)
GR: 7.6% 39,908
oA 36,465
32,966
27,871
24,391 24,749
il | | | |

FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20

Source: MoSPI, CRISIL Research

Capital markets are expected to remain an attractive part of financial savings. While household savings in physical assets
declined to 58% in the financial year 2020 from 67% in the financial year 2012, financial savings grew to 41% in the financial
year 2020 from 31% in the financial year 2012.

Along with an increase in financial literacy, the relative outperformance of financial assets over recent years, and the
Government’s efforts to fight the shadow economy, CRISIL Research expects the share of financial assets as a proportion of
net household savings to increase over the next five years. The rise in financial assets is expected to further boost investments
under mutual funds.

The following table sets forth the breakdown of household savings in India by financial savings, savings in physical assets and
savings in the form of gold and silver, for the financial years indicated:

90
(%

100% ) 2% 2% 2% 2% 2% 2%
80%
60%
40%
20%
0%

FY12 FY13 FY14 FYIS FY16 FY17 FY18 FY19 FY20
m™ Financial savings(Net) ® Savings in Physical assest _m™ Savings in form of gold and silver

Source: Handbook of Statistics on Indian Economy 2018-19, RBI, MoSPI, CRISIL Research

The share of mutual funds in overall household savings has risen steadily since the financial year 2013, and stood at 2.7% in
the financial year 2019. However, the share declined in the financial year 2020. With the financial sector being particularly
sensitive to improved economic conditions, and given the expected changes in saving patterns, CRISIL Research expects an
increase in the share of financial assets — direct and through mutual funds and insurance ~ in total financial savings.

The following table sets forth the breakdown of household savings in India by asset class, for the financial years indicated:

March = March March March March March March March

 

 

 

 

 

 

 

2013-2014 2015, 2016 2017 2018 2019 ~—=—2020
(in billions)
Gross financial household savings .. 10,640 11,908 = 12,572 14,962 16,147 20,564 21,341 22,846
Currency. : 15s 995 1,333 2,005 (3,329) 4,847, 2,779 2,826
Deposits.. 6,062 6,670 6,124 6,445 9,778 5,252 8143.——«8,697
With Banl 5,339 5,986 5,390 5,666 8,707 5,057 —7,287-—— 7,688
Shares and debentures = 170 189 204 284 1,745, 1,774 790 774
Mutual funds.... . 82 150 145 189 1,510 1,382 576 444
Mutual funds — as a percentage of
overall gross financial household
savings... 0.8% 1.3% 1.2% 1.3% 9.3% 6.7% 2.7% 1.9%
Insurance funds 1,799 2,045 2,993 2,642 3,543 3,440 «3,588 3,178
Provident and pension funds . 1565 1,778 1,909 2,907 3,255 3,694. «3,977, 4,655
Others. (71) 231 10 679 1,155 1,557 2,064 2,715

Source: National Account Statistics 2020, MoSPI, RBI, CRISIL Research
Note: Others include claims on government and provident and pension funds.

 

Overall, the financial market in India is expected to continue growing at a healthy pace owing to strong demand- and supply-
side drivers, such as expected growth of the Indian economy, increasing urbanization, rising consumerism because of higher
per capita incomes, and favorable changes, thereby indicating market growth potential for established financial service
providers in India.

According to the MoSPI, households’ net financial savings has improved to 7.8% of gross national disposable income
(“GNDI”) in the financial year 2020, after touching the financial year 2012 series low of 7.1% in the financial year 2019. This
improvement has occurred on account of sharper moderation in household financial liabilities than that in financial assets.
Mutual Fund Industry Overview

Mutual fund assets in India have seen robust growth, especially in recent years, driven by a growing investor base due to
increasing penetration across geographies, strong growth of capital markets, technological progress, and regulatory efforts

aimed at making mutual fund products more transparent and investor friendly.

Although mutual fund AUM as a percentage of GDP has grown from 4.3% in the financial year 2002 to approximately 16% in
the financial year 2021, penetration levels remain well below those in other developed and fast-growing peers.

The following diagram sets forth the historical mutual fund QAAUM as a percentage of GDP in India as of the end of the
financial periods indicated:

91
 

18.0%
15.4%
16.0% +
14.0%

12.0% +

  
 

10.0%

  
  

8.0% | 8 6745, 71% 7.3%
6.0%
4.0% 4

2.0%

 

0.0%

 

Mar-02
Mar-06
Mar-07
Mar-08
Mar-09

Mar-03
Mar-04
Mar-05,

 

Mar-10.
Mar-11
Mar-12
Mar-13
Mar-14
Mar-15.
Mar-16
Mar-17
Mar-18
Mar-19
Mar-20
Mar-21

 

Source: AMFI, IMF, RBI, CRISIL Research
Evolution of the Indian mutual fund industry

The Indian mutual fund industry has a history of over 50 years, starting with the passing of an Act for the formation of the Unit
Trust of India (“UTI”), a joint initiative of the Government and the RBI in 1963. The Act came into force on February 1, 1964,
with the formation of UTI. It was regulated and controlled by the RBI until 1978, and thereafter by the Industrial Development
Bank of India. UTI launched its first scheme, Unit Scheme 1964, in 1964 and its AUM reached 267 billion by 1988.

In 1987, other public sector banks entered the mutual fund space. SBI Mutual Fund was set up in June 1987, followed by the
launch of Canbank Mutual Fund in December 1987. Subsequently, other entities such as Life Insurance Corporation of India,
Punjab National Bank, Indian Bank, Bank of India, General Insurance Corporation of India, and Bank of Baroda opened their
own mutual fund houses, bringing the industry assets to 7470 billion by 1993-end.

Following a rise in demand for mutual funds, and with the onset of economic liberalisation in the country, the industry was
opened to the private sector in 1993. The year also saw the introduction of the first formal mutual fund regulations, Securities
and Exchange Board of India (“SEBI”) (Mutual Fund) Regulations, 1993. All mutual funds, except UTI, were under the ambit
of these regulations, which were later replaced by SEBI (Mutual Fund) Regulations, 1996. Similarly, SEBI introduced SEBI
(Portfolio Managers) Regulations, 1993, for the regulation of portfolio management services and SEBI (Alternative Investment
Funds) Regulations, 2012 for the regulation of alternative investment funds. The AMFI, a member association of the mutual
fund industry, was incorporated in August 1995. It recommends and promotes best practices and the code of conduct to its
members.

Kothari Pioneer Mutual Fund (now merged with Franklin Templeton Mutual Fund), started in July 1993, was the first private
sector mutual fund in the country. This triggered the entry of various mutual fund houses, both domestic and foreign, taking the
number of providers at the end of January 2003 to 33 and the total AUM to 21,218 billion.

In February 2003, following the repeal of the UTI Act, 1963, UTI was bifurcated into two separate entities. One is the Specified
Undertaking of the UTI with an AUM of 2298 billion as of January 2003. The Specified Undertaking of UTI, functioning under
an administrator and under rules framed by the central government, is not subject to SEBI (Mutual Fund) Regulations, 1996.
The other is UTI Mutual Fund. Sponsored by State Bank of India (“SBI”), Punjab National Bank, Bank of Baroda, and Life
Insurance Corporation of India, UTI Mutual Fund is registered with SEBI and functions under SEBI (Mutual Fund) Regulations,
1996. With this bifurcation, and several mergers among other private sector funds, the mutual fund industry entered its current
phase of consolidation and growth.

Historical AUM Growth
The aggregate AUM of the Indian mutual fund industry has grown at a healthy pace over the past 10 years, against the backdrop
of an expanding domestic economy, robust inflows and rising investor participation, particularly from individual investors.

Average AUM grew at 16.4% CAGR to 233.18 trillion as of June 2021 from 27.01 trillion as of 2011.

The following diagram sets forth the QAAUM of the Indian mutual fund industry as of the end of the financial periods indicated,
and the growth in QAAUM over the period:

92
 

(Zin willions)

35.00
30.00
25.00
20.00
15.00
10.00

5.00

0.00 +

 

 

 

 

 

Source: AMFI, CRISIL Research
Note: Average AUM for the last quarter of the financial excluding IDFs.

Aggregate industry AUM grew 39.2% post-COVID-19 to 33.7 trillion as of June 2021 from 222.3 trillion as of March 2020,
driven by recovery post the COVID-19 pandemic, increased B-30 penetration and rising popularity of SIPs as an investment
vehicle. The gains came despite a sharp fall of 16.12% between January and March 2020 due to worries over the COVID-19
pandemic and nationwide lockdown.

Aggregate AUM of the top five AMCs grew to 219.25 trillion in June 2021 from 215.80 trillion in July 2020 owing to rapid
recovery after the COVID-19 pandemic. The share of the top five AMCs out of the total aggregate industry AUM decreased by
1.49% to 56.44% in June 2021 from 57.93% in July 2020.

The following diagram sets forth the MAAUM and share of total MAAUM of the top five AMCs in India as of the dates
indicated:

25.00 58.50%

57.93%
58.00%

20.00
7.52%

57.50%

15.00
57.00%

10.00
56.50%
5.00 56.00%
# 55.50%

Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21

mmm AUM of top 5 AMCs (Rs Tn) - LHS ——— Share of top 5 AMCs out of total AUM - RHS.

Source: AMFI, CRISIL Research
Note: Excluding Fund of Funds ~ Domestic, but including Fund of Funds — Overseas.

Types of Mutual Funds
Types of mutual funds based on structure

Open-ended schemes. Open-ended schemes can be purchased and redeemed on any transaction day. They do not have
a fixed maturity period i.e., schemes are available for subscription and repurchase on a continuous basis. The number
of units of an open-ended scheme can fluctuate, i.e., increase or decrease every time the fund house sells or repurchases
the existing units. A mutual fund may stop accepting new subscriptions for open-ended schemes from investors, but
is required to repurchase investor units at any time.

93
Close-ended schemes. Closed-end schemes can be purchased only during the new fund offer period and redeemed only at
maturity. However, the funds are listed on stock exchanges (as mandated by regulation), where investors can sell their units to
other investors. The units may trade on the exchange at a premium or discount to their issue price.

Types of mutual funds based on management style

« Passive funds. Passive funds are schemes that attempt to mimic a particular index. They include ETFs and index funds.
The efficiency of these funds is generally evaluated by monitoring their tracking error. Tracking error reflects how
efficiently a scheme is able to replicate the returns of its underlying total return index on a daily basis. It is measured
by calculating the standard deviation of difference between the daily returns and the underlying total return index of
the scheme. A low tracking error indicates efficiency in managing the scheme. Expenses for passive funds are typically
lower than that for active funds due to lower fund management cost associated with the former.

e Active funds. Active funds attempt to generate higher returns than their benchmark index by actively managing the
portfolio. An active fund investor relies on the expertise of a fund manager who buys and sells securities based on
his/her research and judgment of the market.

Types of mutual funds based on asset class

There are five broad categories of mutual fund schemes by asset class, namely equity, debt, hybrid, solution-oriented and other
schemes.

e Equity schemes. The key types of equity schemes include multi-cap funds, flexi-cap funds, large cap funds, large and mid-
cap funds, mid-cap funds, small-cap funds, dividend yield funds, value funds, contra funds, focused funds,
sectoral/thematic funds and ELSS funds. The characteristics of these equity schemes typically vary in terms of the
minimum investment in equity and equity-related instruments as a percentage of the total assets of the fund.

e Debt schemes. The key types of debt schemes include overnight funds, liquid funds, ultra-short duration funds, low duration
funds, money market funds, short duration funds, medium duration funds, medium to long term duration funds, long
duration funds, dynamic bonds, corporate bond funds, credit risk funds, banking and PSU funds, gilt funds and floater
funds. The characteristics of these debt schemes typically vary in terms of the maturity duration of the portfolio and the
type of debt assets they invest in.

e Hybrid schemes. The key types of hybrid schemes include conservative hybrid funds, balanced hybrid funds, aggressive
hybrid funds, dynamic asset allocation or balanced advantage funds, arbitrage funds and equity savings funds. The
characteristics of these hybrid schemes typically vary in terms of the proportion of total assets invested in equity versus
debt assets.

e  Solution-oriented schemes. The key types of solution-oriented schemes are retirement funds and children funds, which
typically have lock-in periods for at least five years or until retirement or when the child attains age of majority, as
applicable.

e Other schemes. The key types of other schemes include index funds/ETFs, which replicate or track a particular index, and
funds of funds, which are typically further categorized as overseas or domestic.

Investor Profile

Individuals outpace institutional investors in terms of AUM. Historically, the majority of the industry’s assets were held by
institutional investors, mainly corporates. Mutual fund assets held by banks or financial institutions (“FIs”) and foreign
institutional investors (“FIIs”) have gradually declined from 56.13% in March 2014 to 46.23% in June 2021. This was a result
of individual AUM growing at a faster CAGR of 23.66% during the period on the back of rising participation, especially in
equity funds, as compared to institutional AUM, which grew at a CAGR of 17.07% over the period.

The following diagram and table set forth a breakdown of MAAUM share by investor classification as of the end of the financial
periods indicated:

94
53.68%

  

10.00%
90.00%
80.00%
70.00%
60.00%
50.00%
40.00%
— a ER
20.00% 43.87% 46.21% riety C A
10.00%
0.00%

Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21, Jun-21

  

mIndividual = Non-Individual

Source: AMFI, CRISIL Research
Notes: Individual investors include retail and high net worth individuals (“HNI”) investors. Institutional investors include corporates,
banks/Fls, and FII / FPIs.

CAGR

(Mar-

March = March = March = March)=s March_)=s March)=s March_)=s March) June 14 to

2014 2015, 2016 2017 2018 2019 2020 2021 2021. Jun-21)
(in trillions)

 

 

 

 

Corporates 4.49 5.67 6.44 8.81 10.05 10.10 10.98 14.27 15.02 18.12%
Banks/FIs .. 0.45 0.65 0.84 1.10 0.87 0.83 0.77 0.58 0.68 5.86%
FIls/FPIs........ 0.08 0.16 0.11 0.13 0.13 0.11 0.05 0.06 0.07 (1.82)%
Institutional

sub-total... 5.02 6.48 7.39 10.05 11.04 11.04 11.81 14.90 15.77 17.10%
Retail investor 1.63 2.44 2.63 3.82 5.36 6.45 4.70 7.04 7.80 24.10%
High net worth

individuals . 2.31 3.14 3.53 4.70 6.31 7.10 8.21 10.23 10.53 23.27%
Individual sub-

total 3.93 5.58 6.16 8.53 11.67 13.54 12.90 17.27 18.33 23.66%
Total .. 8.96 12.07 13.55, 18.57 22.71 24.58 24.71 32.17 34.10 20.24%

Source: AMFI, CRISIL Research

The mutual fund industry has seen increased participation from households in recent years, as a result of growing awareness,
financial inclusion and improved access to banking channels. Between March 2015 and March 2021, the industry’s folios
increased by approximately 61 million to approximately 103 million, representing a CAGR of approximately 15%, driven
mostly by individual investors (retail and HNIs). The average ticket size increased from 2135,000 as of March 31, 2015 to
182,000 as of June 30, 2021.

The following diagram sets forth the number of total individual investor folios and average ticket size in India as of the end of
the financial periods indicated:

   

(in millions) In Rs. 000s
120 178 182 200
159165168 180
100
Be 160
80 140
102 120
60 84 100
80
40 60
20 ee
20
0 0

Mar-10 Mar-11 Mar-12. Mar-13_ Mar-14 Mar-15 Mar-16 Mar-17  Mar-18 Mar-19 Mar-20 Mar-21 Jun-21

mmms Number of folios (InMn)-LHS  —=Average ticket size (In 000s) - RHS

95,
Source: AMFI, CRISIL Research
Note: Average ticket size is calculated as outstanding AUM divided by number of folios.

Institutional investor folios, on the other hand, saw no significant additions until June 2021. While the ticket size declined to
218.79 million as of June 2021 from a high of 223.45 million in March 2018. The ticket size fell due to the recent credit and
liquidity crisis that affected the debt mutual fund segment, the primary investment class of institutional investors.

The following diagram sets forth the number of total institutional investor folios and average ticket size in India as of the end
of the financial period indicated:

(in millions) (® in thousands)
09 23,446 TN 857 25,000

0.8
07 20,000
: Average Foun Size (Right rina side)
0.6 t
6s , . 15,000
od 10,000
0.3
0.2 5,000
01
0 s

Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Jun-21

 

mms Number of folios (InMn)-LHS  —===Average ticket size - RHS

Source: AMFI, CRISIL Research

As of June 2021, 74.49% of individual investors’ AUM was invested in equity-oriented funds, up from 57.46% in March 2016,
which was caused by a sharp reduction in debt-oriented funds as a result of the IL&FS and NBFC crises, relative outperformance
of equities over other asset classes, and higher push of equity products by AMCs and distributors owing to their relatively
higher profitability and expense ratios.

Historically, retail investors have largely invested in equity-oriented funds while HNIs have actively managed allocations across
debt and equity funds.

Among institutional investors, banks and FIs primarily invest in liquid/money market-oriented funds. Investments by corporate
investors are spread largely across debt and liquid/money market-oriented funds. FIls/ foreign portfolio investors (“FPIs”) have
investments primarily spread across debt and equity-oriented funds; in this category as well, investments in equity assets have
swelled as a proportion of total mutual fund assets. Corporates and banks/Fls have been increasing exposure to ETFs in recent
years.

. Average Ticket Size (Right hand side)
Presence of AMCs in B-30 markets

In June 2021, the MAAUM in the top 30 (“T-30”) cities stood at 328.54 trillion compared with 25.56 trillion for beyond the
top 30 (“B-30”) cities according to AMFI data. SEBI has reclassified top 15 (““T-15”) and beyond the top 15 (“B-15”) as T-30
and B-30, respectively, to encompass a wider set of cities that have lower penetration after seeing the share of B-15 cities
improve regularly in previous years.

According to Computer Age Management Services (“CAMS”), the share of T-30 AUM as a proportion of aggregate industry
AUM decreased to 85.79% in June 2021 from 92.94% in March 2016. Conversely, the share of B-30 AUM increased to 14.21%
from 7.06% over the same period, illustrating the rising importance of higher-growth B-30 cities.

The following table sets forth MAAUM from T-15/T-30 and B-15/B-30 cities in India as of the end of the financial periods
indicated:

 

 

March March = March = March = March =~— March March March June
201420152016 2017 2018 2019 2020 2021 2021
(Zin billions)
T-15/T-30... 7,572 10,185 11,365 15,487 :18,442———(20,785 20,859 26,937 28,539
B-15/B-30... 1392 1,892 -.2,187 3,091 4,265 3,796 3,850 5,235 5,565

 

Source: ‘AMEI, CRISIL Research
96
Note: Data until March 2018 represents the share of T-15 and B-15 cities in total MAAUM. Post March 2018, the classification has changed
to T-30 and B-30 cities.

The following diagram sets forth the breakdown of total MAAUM by T-30 and B-30 cities as of the end of the financial periods
indicated:

92.94% 91.86%
89.58% 86.78% 87.25% 85.77% 85.79%
13.22% 12.75% 14.23% 14.21%
Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Jun-21
mT-30 B-30

Source: CAMS database

As of June 2021, 48.47% of AUM in B-30 cities were concentrated in equity schemes compared to only 33.19% in T-30 cities.
This was primarily because of the larger number of institutions and corporates in T-30 cities. Given the higher concentration of
individual investors in equity products, increased B-30 market penetration should further increase the overall proportion of
equity AUMs in the aggregate industry AUMs. AMCs with higher AUM shares in B-30 cities are less susceptible to overall
margin pressures than their T-30-focused peers, especially given the recent regulatory-induced margin pressures because of
lower total expense ratios (“TER”) across the industry.

The following diagram sets forth the breakdown of total MAAUM by individual and institutional investors across T-30 and B-
30 cities as of the end of the financial periods indicated:

ECB evn
eR a 1) Yo 46.15%

   

Mar-16. Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Jun-21

= T-30 Individual = T-30 Institutional = B-30 Individual = B-30 Institutional

Source: CAMS database

The following diagram sets forth the breakdown of B-30 cities MAAUM by equity and non-equity MAAUM as of the end of
the financial periods indicated:

97
100.00%
90.00%
80.00%
70.00%
60.00%
50.00%
40.00%
30.00%
20.00%
10.00%

0.00%

Mar-16 Mar-17 Mar-18 Mar-19 Dec-19 Mar-20 Dec-20
mEquity = Non Equity
Source: CAMS database
Asset Ageing

Individual investors tend to stay invested for longer periods and prefer equity-oriented schemes, which provide predictable,
committed AUMs and profitability. In equity AUM, the share of Individual AUM under >24-month bucket witnessed a sharp
increase of approximately 10 percentage points from March 2016 to June 2021.

The following table sets forth investor classification by asset age bucket as of March 31, 2016 and December 31, 2019 and
2020:

 

Investor
classification / (% 0-1 13 3-6 6-12 12-24 >24
tocategory bucket) months months months ~—smonths_~—_months months
March
2016
Institutional 9.80% 9.49% 14.25% 25.71% 22.65% 18.10%
Equity Individual 4.31% 5.95% 7.61% 15.88% 24.69% 41.57%
Non-Equity Institutional 35.96% 9.56% 7.14% 10.65% 17.76% 18.92%
Individual 9.96% 7.84% 8.24% 13.87% 22.53% 37.56%
June 2021
Institutional 7.11% 6.83% 39.81% 9.32% 15.72% 21.20%
Equity Individual 3.13% 5.00% 7.38% 11.56% 21.52% 51.41%
Institutional 23.31% 18.84% 13.95% 19.00% 10.85% 14.06%
Non-Equity Individual 5.49% 7.67% 11.66% 21.58% 22.96% 30.63%

Source: AMFI, CRISIL Research

Investment Channels

In September 2012, SEBI mandated mutual fund houses started offering products through the direct route alongside distributors,
In January 2013, AMCs also began offering direct plans. As a result of the direct plans, AUMs of direct plans grew at an
annualized rate of 24.83% between March 2014 and June 2021. At 215.67 trillion, AUMs under direct plans now represent
45.95% of aggregate industry AUM, up from a share of 35.02% as of March 2014.

The following diagram sets forth the breakdown of total MAAUM by direct plans and regular plans in India as of the end of
the financial periods indicated:

98
(7 in billions)

 

 

 

 

 

   
 

  
 
 

40,000 45.41% 45.39% 45.95% 4 50.00%
42.04% 40.67% 41.05% 45.00%
35,000 . - :
0
30,000 | 3502% — 33.86% 40.00%
35.00%
25,000 30.00%
20,000 oe 25.00%
r eet]
15,000 pci 20.00%
15.00%
10,000
PAT) 10.00%
5,000 520008
= 0.00%
Mar-14. Mar-15. = Mar-16. = Mar-17. = Mar-18. = Mar-19.=— Mar-20. = Mar-21.—Jun-21
ms Direct mmm Regular 4 =———Direct plans AUM to total AUM (%) - RHS

Source: AMFI, CRISIL Research

CRISIL Research expects increasing investor awareness and integration of user interfaces through digital channels to further
growth in direct plan AUMs. Direct plans offer the benefit of lower expense ratios to investors compared with regular plans.
They also allow AMCs to directly connect with investors without depending on intermediaries.

As of June 2021, institutional investors accounted for approximately 76% of aggregate direct plan monthly average AUMs
(down from 84% in March 31, 2016) as compared to 24% for individual investors (up from 16% as of March 31, 2016). The
rising popularity of direct plans among individual investors is attributed to various campaigns and investor education initiatives
undertaken by the mutual industry.

The following table and diagrams set forth the breakdown of individual investor MAAUM and institutional investor MAAUM
by regular plans and direct plans, as of the end of the financial periods indicated:

 

 

 

 

 

 

 

March 2016 June 2021
Regular _ Direct Sharein Regular Direct Share in
plans plans ‘Total totalAUM _ plans plans Total _total AUM
(in billions)
Individual investors. 5,350 808 6,158 45.45% 14,593 3,743 18,336 53.76%
Institutional investors.. 3,000 4393 7,393 54.55% 3,839 11,929 15,768 46.24%
Total. 8,350 5,201 13,552  100.00% 18,432 15,672 34,104 100.00%
Source: AMFI, CRISIL Research
March 2016 June 2021

Individual

Investors

 

26,158 billion

 

99

218,336 billion
Institutional
Investors

 

©

7,393 billion 215,768 billion

Source: AMFI, CRISIL Research

As of June 2021, regular plans accounted for a higher share of B-30 assets (78.87%) and constituted the majority of aggregate
equity AUM. AMCs incur additional distribution costs to on-board retail customers, thereby mandating increased spending on
infrastructure and marketing capabilities. As a result, AMCs with a robust existing presence in B-30 markets are well-placed to
penetrate these markets more profitably.

The following diagram sets forth the breakdown of B-30 and T-30 MAAUM by regular plans and direct plans as of June 2021:

100.00%
90.00%
80.00%
70.00%
60.00%
50.00%
40.00%
30.00%
20.00%
10.00%

0.00%
B-30 T30

mDirect # Regular

Source: AMFI, CRISIL Research

Consolidation in the Industry

While the industry has seen an increase in the number of mutual fund players, it has also witnessed consolidation, especially
among the mid-sized and smaller AMCs. The larger players (top 10) enjoy the lion’s share not only in the industry’s assets, but
also in revenue and profit.

The following table sets forth certain information on the consolidation of fund houses in recent years:

AUM share in Net profit/ loss (Valuation details

 

the industry on million) last - deal size in &
year of exit* (for available (for the _ billion (valuation
Year Fund house exited Merged with the exiting entity) __ exiting entity) __as a % of AUM)
2012 FIL Fund Management Pvt. L&T Investment 131% (208.1) NA
Ltd. Management Pvt. Ltd. . (March 2012)

100
2013 Daiwa Asset Management (26.5)

,
(India) Private Limited SBI AMG 0.03% (March 2012) NA
2014 ING Investment oo . “ (17.1)
vengenetiape tte Balas ife AMC 0.00% (March 2014) NS.
240 , , (58.0)
PineBridge Mutual Fund Kotak Mahindra AMC 0.07% (ers 20a) NA
2014 Morgan Stanley Investment i (88.9)
Management Pvt. Ltd. HEC AMG 820% (March 2013) NA
2015 Goldman Sachs Asset ares)
4 . : ° . °
Management ina) Pvt Nippon India AMC 0.68% (ioc 018) 2.43 (3.4%)
2015 Deutsche Bank Asset
% DHFL Pramerica Asset " 1519
Management India Pvt. Manges 1.89% (tren 3018) NA
2016 JP Morgan Asset -
i Edelweiss Asset Management , (66.0)
aie India Pvt. Ltd. 0.47% (March 2016) NA
2019 DHEL Pramerica Asset PGIM India Asset 0.31% (110.4) NA
Managers Management Pvt. Ltd. we (March 2019)
BNP Paribas Asset
Asse Baroda Asset Management , (83.45)
2021# — Management India Private net Memes 0.24%S (tes 3020) NA

Ltd

Source: AMFI, AMC annual reports, CRISIL Research
Note: Based on quarterly AAUM as of March (excluding fund of funds — domestic), #Merger of the entity is in progress, $ as of June 2021.

As of June 2021, there were 41 fund houses (excluding IDFs) having non-zero mutual fund AUM. The following diagram sets
forth the number of fund houses having non-zero mutual fund AUM as of the end of the financial periods indicated.

46 45 45
44
42
40

38

 

36

34
Mar-09 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Jun-21

Source: AMFI, CRISIL Research
Note: Excluding IDFs.

Key Risks and Challenges

Stamp duty on mutual funds

A stamp duty of 0.005% is charged on all mutual fund purchases as of July 1, 2020. This is expected to have an impact on large
corporates, which mostly put their money in liquid funds for shorter periods. As stamp duty is a one-time charge levied on
purchases of mutual funds, the shorter the investment timeframe, the greater will be the impact on returns. As the holding period
increases, there would be less impact on returns.

Downturn or volatility in mutual funds and other market-linked products

Retail participation and inflows into mutual funds and other market-linked products are heavily influenced by market
performance and sentiment. Any downturn or volatility could make investors shy away from market-linked products and push

them towards less-riskier assets.

Poor financial literacy in India

101
Low financial literacy and the lack of awareness is likely to continue to hinder the mutual funds industry from capitalizing on
the full potential of the Indian economy if not addressed. Mutual funds and other market-linked products remain push products
in India. Therefore, regular interaction will play a critical role in building trust, retaining investors and increasing penetration.
A majority of the population should be given fundamental financial education, which can help them develop basic skills of
financial planning. Only then can investors be wooed away from traditional investment products such as fixed deposits, gold
and real estate, and towards more sophisticated capital market products such as mutual funds. Development of new distribution
channels, regulatory and government support, education initiatives and greater focus on retirement planning will be critical for
the mutual funds industry to realize its full potential.

Competition from other financial instruments

Investors have been gradually shifting from physical assets to financial assets. Additionally, they have also been reallocating
their savings to mutual funds in recent years. However, as noted earlier, overall mutual fund penetration in the country remains
low. In addition, insurance products such as unit-linked investment products, which provide dual benefits of protection and
long-term savings, are competing for market share.

High cost of retail expansion

Expanding into the B-30 markets will require substantial investments in marketing and distribution, which will exert pressure
on profit margins of fund houses. As a result, they should adopt innovative mobile/online interfaces to reach out to consumers
in these markets. This will reduce the cost of customer acquisition, compliance and other processes. In addition, optimal
utilization of the branch network of India Post and public sector banks will play an important role in finding the right balance
between online interface and in-person interaction. As the recent reductions in TERs have made sourcing of new business from
retail investors more challenging, AMCs will need to focus on developing alternative sourcing strategies and improving
distributor management.

Political instability or shift away from the pro-growth policy

Political instability in India or regions across the globe, any harsh protectionist measures by larger economies, or faster-than-
required tightening of monetary policy could impact growth and global trade.

Other Revenue Opportunities
Portfolio management services

In India, portfolio management services (“PMS”) are offered by AMCs, banks, brokerages and independent investment
managers. They focus primarily on customized discretionary, non-discretionary or advisory service through services offerings
tailored to meet specific investment objectives through basic PMS for stocks, cash, fixed income, debt, structured products and
other individual securities. Apart from managing mutual fund schemes, AMCs in India have started offering tailor made
strategies with higher flexibility to investors through PMS. As of May 2021, there were 361 portfolio managers (including
AMCs) registered under SEBI. As of May 2021, discretionary PMS dominated the space with an 84.4% share, followed by
advisory (9.0%) and non-discretionary (6.6%) services.

Over the past five years, the industry has seen significant growth, with the market becoming more mature, an increase in the
number of HNIs, greater need for customized asset allocation based on risk-return profiling, and growing awareness of PMS as
a product. As of April 2021, the AUM of PMS asset managers stood at approximately 220.7 trillion, reflecting a CAGR of
14.7% over the past five years. In May 2020, the AUM of PMS asset managers reached 221.3 trillion.

However, on November 20, 2019, SEBI announced an increase in the required minimum ticket size for investing in PMS from
22.5 million to 75.0 million and the minimum net worth requirement for PMS providers from 220 million to 250 million,
effective within 36 months. Along with additional changes aimed at increasing transparency for retail investors, we expect this
to impact PMS AUM growth, as the market for potential investors will decrease. The increase in net worth requirement will
likely limit the number of businesses that enter and retain their registrations and help bigger players, which, in turn, should lead
to increased investor confidence in the product.

The following diagram sets forth the AUM for discretionary, non-discretionary and advisory PMS as of the end of the financial
periods indicated, in Rupee billions:

102
25,000

20,000

15,000
10,000
5,000
0

FY16 FY17 FY18 FY19 FY20 FY21 QUFY22

= Discretionary = Non-Discretionary = Advisory

Source: SEBI, CRISIL Research

The following table sets forth the PMS AUM of certain AMCs (arranged in descending order of total AUM as of June 2021),
as of June 2021:

 

   
  
 
 

 

 

 

 

 

 

 

 

 

 

 

Non—
Discretionary Discretionary —_ Advisory Total
(in billions)
UTI AMC 7,560 496 105 8,161
SBI AMC. 7,793 23 9 7,825
Nippon India AMC 730 505 2 1,237
Motilal Oswal AM( 148 0 3 a5E
Franklin Templeton AMC 0 0 146 146
India Infoline AMC 108 0 37 145,
Invesco AMC... 11 0 98 110
HSBC AMC..... 32 0 4 36
ICICI Prudential AMC .. i 8 10 24
HDEC AMC... 0 0 22 22
BNP Paribas AMC.. 16 0 2 18
Aditya Birla Sun Life AMC.. 16 0 0 16
LIC AMC... 15 0 0 15
Kotak Mahindra AMC 8 0 ) 9
Axis AMC... 2 0 0 2
Edelweiss AMC.. 1 0 0 1
Tata AMC 7,793 23 9 7,825
PGIM AMC 730 505 2 1,237
IDFC AMC.. 148 0 os 151

 

Source: SEBI, CRISIL Research

PMS differ from more traditional mutual fund investment products in a number of ways:

e Asset holdings. Mutual fund investors are allotted units against their holding in a basket of stocks that is the same for all
investors in the fund. For PMS investors, a portfolio manager creates a separate account into and out of which the portfolio
manager subsequently transfers individual stocks on behalf of the client.

* Minimum ticket size. Minimum ticket sizes for mutual funds are 2100, whereas regulations require PMS be offered only
to investors with a minimum of 25 million of stocks or cash and some PMS providers have minimum ticket sizes in excess

of 210 million.

e Flexibility. Discretionary PMS gives more flexibility to the fund manager than mutual funds in portfolio, reallocations,
investment horizons and redemptions.

e Fee structure. PMS providers usually charge a fixed management fee, custodian fee and brokerage fee and many PMS
providers offer flexible fee structures (e.g., lower fixed fees in exchange for higher performance fees and vice versa),

103
whereas mutual fund fees are generally limited by a TER for each scheme, which includes all commissions, investment
management fees, administration charges and other scheme-related expenses.

e Transparency and accountability. PMS can have real-time information on every transaction in the portfolio whereas mutual
fund investors get a daily NAV, monthly factsheet of final holdings and daily disclosure of TER of all mutual schemes
except infrastructure debt fund schemes, by AMCs on their websites. A PMS investor can seek clarifications and the fund
manager is directly accountable to the client, especially in the discretionary portfolio. However, in the case of mutual funds,
the fund manager will keep investing as per the fund’s mandate and is not accountable to any individual client.

e Redemption. Average annual redemptions (as a proportion of opening assets under management) in equity MFs have been
higher as against key equity PMS schemes (as they usually have high exit loads and longer lock-in period).

e Taxation. Mutual fund schemes have a “pass-through” status and thus no separate tax liability, when securities are bought
or sold, whereas PMS investors holds securities in their own name and are thus subject to every incidence of a capital
gain/loss.

e — Separate status. PMS portfolios have a separate status and thus the portfolio manager will sell the portfolio of interested
clients only, which will not affect other clients who wish to stay invested. In mutual funds, the entire portfolio is impacted
in instances of high redemptions, which requires mutual funds to have a constant cash allocation to manage liquidity risk.

Distribution channels

PMS providers tie up with distributors to market their product to the end-investor. Distributors account for a major chunk of
PMS providers’ incremental inflow compared with their internal sales team and referrals from existing customers. Wealth
managers, brokerages, domestic banks and foreign banks are the major distributors of PMS products in India. They usually earn
an upfront commission of 1.0-1.5% as soon as they sell an equity PMS product to their client. After that they earn trail
commission, which is relatively smaller than the upfront commission until the investor withdraws his money from the scheme.
Sometimes, there is also an arrangement where a higher upfront commission is paid and no trail commission is paid later.
Further, AMCs having these kinds of mandates can attract various retail investors because of higher visibility and cross-selling
opportunities arising out from it.

Alternative investment funds (“AIFS”)

Compared with mutual funds and PMS, the AIF market in India is still emerging. Following the SEBI regulations that were
introduced in 2012, the number of AIFs registered in India have grown significantly. The funds raised by AIFs increased
significantly from %853 billion as of March 31, 2018, to 22,300 billion as of March 31, 2021. The investments made by AIFs
rose from 2614 billion to 22,005 billion during this period.

Offshore management/advisory services

Offshore advisory services cater to foreign investors, who wish to participate in the Indian markets. The assets under custody
(“AUC”) of FPIs/Flls in India have increased from 215.9 trillion in the financial year 2014 to 248.4 trillion, as of July 2021.
As of July 2021, equity and debt constituted 91.5% and 5.4% of the assets, respectively. Some of the AMCs generate revenue

through managing or advising offshore funds, and CRISIL Research expect this to continue to modestly boost overall revenue.

The following diagram sets forth a breakdown of AUC of FPIs/ FIIs by equity and debt as of the end of the financial periods
indicated:

104
(in trillions)

 

50.0
45.0
40.0
35.0 0.0
30.0 45 cass
25.0 : wr oA.
20.0 = rz
15.0 mcs
10.0

5.0

0.0

FY14 FY1S FY16 FY17 FY18 FY19 FY20 FY21 Jul-20.— Juba

mEquity* Debt m Others
Source: NSDL; CRISIL Research
Note: *Equity includes hybrid funds.
Mutual Fund Industry Outlook
AUM Growth Outlook
The mutual fund industry’s QAAUM grew approximately 19% year-on-year in the financial year 2021.
In the long term, i.e. between June 2021 and March 2026, the overall industry’s AUM is projected to sustain a high growth
trajectory of between 11% and 13% CAGR, reaching 257 trillion. Growth is expected to be driven by (i) pick-up in corporate
earnings following stronger economic growth, higher disposable income and investable household surplus, (ii) increase in
aggregate household and financial savings, (iii) deeper regional penetration as well as better awareness of mutual funds as an
investment vehicle, (iv) continuous improvement in ease of investing, with technological innovations and expanding internet
footprint, and (v) perception of mutual funds as long-term wealth creators, driven in part by initiatives like the Mutual Fund

Sahi Hai campaign.

The announcement in Union Budget 2021-22 taxing contributions over 250,000 per annum in unit-linked insurance plans,
which is in-line with equity mutual funds, is also expected to partly aid inflows into mutual funds.

The following diagram sets forth the historical and projected QAAUM, in Rupee trillions, as of the end of the financial years
indicated:

 

  
  

   
 
  

17.9%
to jun2! cack: 36.04
Mat-15 32.11 33.18
27.04
9393 24.46
18.28
I I | |

Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Jun-21 Mar-22P Mar-26P

Source: AMFI, CRISIL Research
Note: “E” means estimated. “P” means projected.

105
The industry’s aggregate QAAUM grew at a CAGR of 18.98% between March 2012 and June 2021, to 233.18 trillion, driven
by increasing aggregate financial savings combined with growing investor awareness of mutual fund products. However, AUM
in the last quarter of the financial year 2020 fell on account of the nationwide lockdown and corresponding fall in capital market
indices. During the financial year 2021 and the first quarter of the financial year 2022, debt funds saw inflows of approximately
1,904 billion, liquid/money market funds saw inflows of approximately 2248 billion, ETFs saw inflows of approximately 590
billion, and equity market funds saw inflows of approximately %102 billion.

Since March 2012, ETFs have posted the highest growth, with assets swelling at over 43% CAGR over a low base. Institutional
investors, such as the Employees’ Provident Fund Organisation (“EPFO”), began investing a portion (currently 15%) of their
fresh accretion/incremental deposits into equities via passively-managed funds — an industry trend, which we expect to sustain
in the long term.

Average AUM of equity-oriented funds grew at a CAGR of 24.13% as of June 2021, to 214.62 trillion, while debt-oriented
funds rose a noticeably lower CAGR of 13.36%, largely because of the IL&FS default and the ensuing NBFC crisis. These
events, and the subsequent Franklin Templeton episode, had a negative impact on investor confidence in debt instruments.
However, as the effects of the pandemic subside, investor appetite for debt is expected to return.

Meanwhile, average AUM of liquid/money market funds logged 15.40% CAGR from March 2012 to June 2021, supported by
corporate investments, stable returns, and re-allocation from long-term debt instruments.

The following table sets forth the historical QAAUM by asset class in India as of the end of the financial periods indicated:

 

March
2012 to
March
March March March March March March March March March March — June 2021
2012, 2013 « 2014S 20152016 = 2017S = 2018 = 2019S 2020. «2021. ~«S2021.:~2S§ <CAGR
(7 in trillions)
Equity 198 2.03 197 365 4.18 5.93 958 10.21 1131 1355 1462 24.13%
Debt 3.05 4.08 4.52 5.31 588 799 813 7.15 7.97 10.22 9.73 13.36%
Liquid/
Money
Market 151 1,92 2.45 2.77 3.27 394 4565.92 596 554 5.78 15.40%
ETF 0.1 0.14 O11 0.14 0.19 0.43 0.76 1.19 1.81 2.88 3.05 43.22%
Total 665 817 9.05 11.88 13.52 18.28 23.03 24.46 ~—27.04 «32.11 33.18 18.98%

 

Notes: Equity includes equity funds, ELSS, index funds, solution-oriented funds, and balanced funds. Debt funds include gilt, income, conservative hybrid,
floater funds, and FoFs investing overseas. ETF includes gold ETFs and other ETFs. Liquid/ money market includes liquid funds, overnight funds, and money
market funds.

The share of equity funds rose from 29.75% as of March 2012 to 44.06% as of June 2021, led by sharp rise in inflows via the
SIP route and mark-to-market (“MTM_”) gains in the underlying stocks. The other big gainer was the ETF segment, which
expand from a marginal 1.68% to 9.19% during the period, supported by institutional investing, especially by the EPFO.

In contrast, the share of the debt fund category decreased to 29.32% in the June quarter of the financial year 2022 from 45.9%
in the March quarter of the financial year 2012 as the Franklin Templeton episode snowballed into large scale redemptions
across debt funds.

The QAAUM share of liquid and money market funds also declined, from 22.67% as of March 2012 to 17.42% as of June
2021, as the category lost out on the amortization benefit after being MTM, and as investors chased higher yields in short
maturity debt funds.

The following diagram sets forth a breakdown of QAAUM share by asset class in India as of the end of the financial periods
indicated:

106
100.00%
90.00%
80.00%
70.00%
60.00%
50.00%
40.00%
30.00%
20.00%
10.00%

0.00%

Mar-12 Mar-13. Mar-14. Mar-15.— Mar-16.— Mar-17—Mar-18— Mar-19._— Mar-20.» Mar-21_—Jun-21
Equity =Debt =Liquid/Money Market. ® ETF

Source: AMFI, CRISIL Research
Notes: Equity includes equity funds, ELSS, index funds, solution-oriented funds, and balanced funds. Debt funds include gilt, income,
conservative hybrid, floater funds, and FoFs investing overseas. ETF includes gold ETFs and other ETFs. Liquid/ money market includes
liquid funds, overnight funds, and money market funds.

Strong performance of the overall industry can be attributed to increased financial savings as well as improving investor
awareness about the benefits of mutual funds in the financial savings basket.

Equity AUM posted a strong growth of 20% in the financial year 2021 on account of higher MTM gains during the year. In the
medium to long term, CRISIL Research expect the MTM gains in the category to moderate down to an average between 6-10%
in next five years post March 2021. In the long term, CRISIL Research expect the equity AUM to grow at around 13% CAGR
over June 2021 and March 2026.

The following diagram sets forth the historical and projected equity QAAUM in India, in Rupee trillions, as of the end of the
financial periods indicated:

CAGR (Jun-21 - Mar-26): 13%

pe ee

26.02
14% YoY
20% YoY
" 15.49
13.55 nace
i i L L
Mar-20 Mar-21 Jun-21 Mar-22P Mar-26P

Source: AMFI, CRISIL Research
Note: “E” means estimated. “P” means projected.

Debt mutual funds have grown around a CAGR of 13.4% between the March 2012 and June 2021. The growth was mainly led
by participation by institutional investors (mainly Banks/FI and Corporates). CRISIL Research expects, inflows in the short
term, to be directed towards debt funds investing in the shorter end of the yield curve on the back of rising inflation. In the long

107
term, the segment is expected to grow at around 7% CAGR in the next 5 years (June 2021 to March 2026) on the back of
economic recovery and improving business outlook.

The liquid/money market funds’ AUM has increased by around 15.4% CAGR between March 2012 and June 2021. The investor
base in the segment is largely composed of corporates and banks. Pickup in economic recovery and improving business outlook
post the disruption posed by COVID-19 are expected to aid inflows in liquid/money market funds going ahead. CRISIL
Research expects the segment to grow at approximately 11% CAGR in the next 5 years (June 2021 to March 2026).

ETFs have witnessed a higher AUM growth rate relative to other categories between March 2012 and June 2021 (increasing by
around 43% CAGR over the period). CRISIL Research expects this segment to continue to witness robust inflows due to
increasing awareness about passive investment strategies, and the global trend of active fund managers finding it increasingly
difficult to generate alpha. Increasing participation by institutional investors in recent years has supported the growth of this
segment, and CRISIL Research expect this trend to continue. In the long term, CRISIL Research expect the segment to grow
at around 25% CAGR over June 2021 to March 2026.

The following diagram sets forth the breakdown of QAAUM share in India by asset class, as of the end of the financial periods

indicated:

Mar-20 Mar-21 Jun-21 Mar-26P

Equity =Debt =Liquid/Money market = ETFs

Source: AMFI, CRISIL Research
Note: “E” means estimated. “P” means projected. Equity includes equity funds, ELSS, index funds, solution-oriented funds, and balanced
funds. Debt funds include gilt, income, conservative hybrid, floater funds, and FoFs investing overseas. ETF includes gold ETFs and other
ETFs. Liquid/ money market includes liquid funds, overnight funds, and money market funds.

Revenue Growth Outlook

CRISIL Research estimates the industry’s revenue to reach a CAGR of between 13% and 15% from the financial year 2021
from 2157 billion to 2300-330 billion by the financial year 2026, driven mainly by growth in AUM and incremental re-allocation
of AUM from fixed income to equity-oriented funds, which usually charge higher investment management fee (on actively
managed equity funds) than other categories. In addition, other revenue streams, including PMS, AIFs and offshore advisory
services, are expected to supplement core growth at a healthy pace, driven by a growing appetite for high-ticket investments in
the HNI segment.

CRISIL Research expects the industry’s profitability to improve and net profit to grow at a CAGR of between 13% and 15%
to between 2130 billion and 2150 billion between the financial years 2021 and 2026. Asset management fees are expected to
decline as a result of an increase in fund sizes, increasing competition, tighter TER regulations and higher marketing expenses.
However, higher operating leverage with AUM moving northward, increase in employee efficiency and operating efficiency
with technological advancements is expected to improve profitability.

The following diagram sets forth the historical and projected growth in industry revenue and profit in India for the financial
years indicated:

108
350 60%
300-330 -\ 4604

   
    

300 50%
250 40%
200
25% 0-150 30%
1s0 23%
97 20%
100 75
10%
0 0%

Mar-15, Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-26P.

mmm Revenue (Rs bn) mam PAT (Rs bn)

 

PAT Margin

Source: AMC annual reports, CRISIL Research
Note: “P” means projected.

Growth drivers

Population

India is the second most populated country after China. Between the end of 2001 and 2010, India’s population grew nearly 15%
and it is expected to continue to grow at a rate of 1% per year to 1.43 billion by 2024.

The following diagram sets forth the historical and projected population and population growth of India for the years indicated:

 

Population (billions)
A
/ 20-20
1.60 ° cnet OE
- 2010-202!
1.40 oe
1.20
1.00
0.80
0.60
0.40
. B
0.00
1950 1970 1990 2000 2005 2010 2015 2020 2024P

Source: United Nations Department of Economic and Social affairs, CRISIL Research
Note: “P” means projected.

Age and size of working population

According to the United Nations’ World Population Prospects 2019 estimates, as many as 90% of Indians are expected to be
below the age of 60 by 2020, compared with 77%, 83% and 86% in the US, China and Brazil, respectively. By 2020, India’s
working population (in the age bracket of 15-59) is expected to be 64% of its total population.

The following diagram sets forth the age and size of working population in India, as a percentage of total population, for the

years indicated:

109
(% of population)

   

2000 2010 2020E

m0-14 years m15-59 years = 60+ years

Source: United Nations Department of Economic and Social affairs, CRISIL Research
Note: “E” means estimated.

Urbanization

Urbanization is one of India’s most important economic growth drivers as it is expected to drive investments in infrastructure
development. Urbanization is expected to lead to job creation, development of modern consumer services and increased ability
to mobilize savings. The country’s urban population has been rising consistently. In 1950, it was 17% of total population.
According to the UN’s report World Urbanization Prospects: The 2018 Revision, it was estimated at 34% for India. This is
expected to reach 37% by 2025.

The following diagram sets forth the projected growth in India's urban population, as a percentage of total population, for the
years indicated:
40.0 37.4
35.0
30.0
25.0
20.0

 

15.0
10.0
5.0

0.0 + + +
1950 1960 1970 1980 1990 2000 2010 2020P 2025P

 

Source: Census 2011, World Urbanization Prospects: The 2018 Revision (UN)
Note: “P” means Projected.

Financial inclusion, investor education and regulatory initiatives

e Financial inclusion: The low mutual fund penetration in the country is largely due to the lack of awareness about this
investment vehicle. The SEBI’s investor awareness survey of 2015 showed that mutual funds/ SIPs were used by only 10%
of the respondents as investment and saving avenues. The Government launched the Pradhan Mantri Jan Dhan Yojana with
an objective to widen financial inclusion by bringing the unbanked population into the formal banking system. Under the
scheme, there were as many as 428.9 million beneficiaries as of July 30, 2021, with deposits totaling 1,438 billion. Over
time, these new banking customers are also expected to utilize other financial sector activities such as investing in capital
markets through mutual fund products. Other government and regulatory initiatives aimed at widening the formal financial
system will also aid this growth.

« Investor education: SEBI has directed AMCs to annually set aside at least 2 bps of their daily net assets for investor-

education initiatives such as boosting awareness about capital market investment products. The overall increase in
advertising by the fund houses and robust market performance are likely to boost industry AUM, which, in turn, will result

110
in higher spending on investor awareness and assist with mutual fund penetration among new investors, particularly in B-
30 markets.

e Retirement planning: Retirement planning is an untapped market in India. If channeled through mutual funds, it has the
potential to significantly improve penetration among households. EPFO’s move to invest 15% of its fresh accretion into
ETFs has boosted the industry. This illustrates how mutual funds can be promoted as a vehicle for retirement planning in
India. The substantial proportion of young population offers huge potential for this.

e Tax benefits: The popularity of equity-linked savings schemes (“ELSS”), a mutual fund product that helps investors save
income tax (under Section 80C of the Income Tax Act, 1961), has also grown. These schemes have a lock-in period of
three years. Over the past five years, many of these schemes have outperformed their benchmark indices. Their aggregate
AUM as of March 2019 stood at 1,253 billion, up from 2416 billion in March 2016, reaching a CAGR of 24.6%. This
further illustrates retail investors’ rising interest in equity products.

e Technology: Technology is expected to play a pivotal role in taking the financial sector to the next level by helping
overcome the challenges stemming from India’s vast geography. Financial sector players are finding it commercially
unviable to have dense physical footprints in smaller locations. India’s demographic structure, with the median age at 28
years, is also favorable for technological advancement in the sector. The younger population is expected to be able to use
seamless technological platforms to meet their financial requirements. Increasing smartphone penetration and improved
data speed are expected to support digitalization of the sector, which, in turn, should help AMCs lower their cost and
improve overall efficiency. Service providers with better mobile and digital platforms will be better positioned to acquire
new customers entering the industry.

e — Easy access to mutual fund products: In May 2017, SEBI allowed investments 250,000 per mutual fund per the financial
year through digital wallets. Given the rise in the penetration of smartphones and greater adaption of technology platforms
by the young population, measures such as these can make mutual fund products more easily available to investors. The
growth in AUM through the direct route can also be partially attributed to the ease of transactions facilitated by online
portals, including mobile applications. While the direct route is mainly used by institutional investors, CRISIL Research
have seen a gradual increase in the share of individual investors through this route. The introduction of the mutual fund
utility platform, which allows investors to transact with schemes of multiple fund houses through a single window, has also
boosted the ease of access.

e Instant access facility: In May 2017, SEBI allowed mutual funds to offer instant access facility via online mode to individual
investors in liquid schemes. People can invest 350,000 or 90% of the folio value, whichever is lower, via this route. The
regulation will facilitate instant redemption for liquid fund investors who park money for shorter time frames. While this
category of mutual funds is currently dominated by institutional investors, introduction of the facility is encouraging
individual investors to park excess funds in liquid products instead of savings accounts.

e e-KYC for retail investors: Reintroduction of Aadhaar-based KYC will allow investors residing in India to go to any AMC
website to complete their e-KYC process. This will reduce the time and cost associated with paper on-boarding processes.
It will also lower the inconvenience threshold, which keeps a section of investors from entering the market. According to
the latest notification on November 5, 2019, even SEBI-registered mutual fund distributors and advisors will be able to
complete the e-KYC process by registering as a sub-KUA with a KYC user agency (KUA). The KUA has to be registered
with the Unique Identification Authority of India.

e Fund performance across categories: Performance of various categories of schemes has been a key driver of the industry’s
growth. Despite the short-term volatility, long-term returns across segments have been robust and competitive. The
availability of tax benefits and the ability to invest in different types of funds allow investors to allocate funds in keeping
with their investment constraints and objectives. Overall, investor confidence in the asset class is likely to only increase
over time.

Mutual Fund Penetration

Mutual fund assets in India have seen robust growth, especially in recent years, driven by a growing investor base due to
increasing penetration across geographies, strong growth in capital markets, technological progress, and regulatory efforts
aimed at making mutual fund products more transparent and investor-friendly.

Although mutual fund AUM (AUM is calculated in this “Industry Overview” section as excluding domestic FoFs and including
overseas FoFs) as a percentage of GDP grew from 4.3% in the financial year 2002 to approximately 15% in the financial year

2021, penetration levels remained well below those in other developed and fast-growing peers.

The following diagram sets forth mutual fund AUM as a percentage of GDP as of the end of the financial periods indicated:

111
 

18.0% 15.9%
16.0%
14.0% |
12.0%
10.0%
8.0%

   
 

8.7% 9.
6.7% 7.1% 7.3%

   

6.0% °4.3%
4.0% +
2.0%

0.0% + T T T T T T T T T T T T T T T T T 7 7 1

 

 

 

 

Source: AMFI, IMF, RBI, CRISIL Research
Note: Based on end of the financial year AUM and GDP at current prices.

India’s (15%) mutual fund penetration (AUM-to-GDP) is significantly lower than the world average of 75% and also lower
than many developed economies such as the United States (140%), Canada (98%), France (98%) and the UK (78%) and key
emerging economies such as Brazil (81%) and South Africa (62%).

The following diagram sets forth a comparison of mutual fund AUM as a percentage of GDP of India as compared to other
countries as of the calendar year 2020:

AUM to GDP
140%
78% 75% 76%
62%
47%
38%
l | noo
Canada France Brazil. += UK World Germany South Japan.» Korea China_—India

Africa

Source: IMF, IIFA, CRISIL Research

The ratio of the equity mutual fund AUM to GDP in India is considerably low at 6% compared with 89% in the United States,
78% in Canada, 50% in the United Kingdom, and 30% in Brazil.

The following diagram sets forth a comparison of mutual fund equity AUM and debt AUM as a percentage of GDP of India as
compared to countries as of the fourth quarter of the calendar year 2020:

112
89%

78%
50%
41% 43% 42% = 42% «= 43%
32%32% 399
25%
18% 18%
12% 12% wee 11%

7% 6% 7%

Canada France Brazil © UK World Germany South = Japan. Korea. China_—India

Africa
mEquityAUMtoGDP mDebt AUM to GDP

Source: IMF, IIFA, CRISIL Research

The following diagram sets forth the mutual fund QAAUM as a percentage of total banking deposits in India as of the end of
the financial periods indicated:

20.8%

20.1% 19.5% 19.7%

 

Mar-11 Mar-12 Mar-13 Mar-14.— Mar-15 Mar-16. Mar-17 Mar-18 Mar-19 Mar-20 Mar-21

Source: RBI, AMFI, CRISIL Research

The following diagram sets forth the equity AUM to market capitalization for India as compared to certain other countries as
of the calendar year 2020:

70.67%

54.87%

48.60%
43.23% 43.27%
32.51%
teal 12.02% 5
4.92% — 8:95% 6.46%
O = a =
us

Canada France Brazil World Germany — South Japan. Korea China India
Africa

113
Source: World Bank, IIFA, CRISIL Research
Net inflow in mutual funds to strengthen with retail participation

Net inflow in mutual funds declined in the financial years 2019 and 2020, following two strong years (financial years 2017 and
2018), backed by equity inflows and corporate bond issuances. The NBFC crisis in the financial year 2019 slowed inflows
during that year, followed by the financial year 2020, which ended with the disruption caused by the COVID-19 pandemic.

The financial year 2021 saw a resurgence of investor interest in mutual funds despite challenges caused by the COVID-19
pandemic. The industry saw aggregate inflows of 22,147 billion in the financial year 2021 compared with peak inflows of
3,430 billion in the financial year 2017. The first quarter of the financial year 2022 saw inflows of approximately 2696 billion.

In the long term, with expectations of higher returns from the capital markets, the fund flow into equity funds is expected to be
high. Increasing share of mutual funds in the financial savings of households, driven by expectations of higher and stable
returns, is a key factor that will contribute to fund inflows, especially into passive and equity fund categories.

Category-wise analysis of flows into mutual funds shows that prior to the IL&FS and NBFC crises, asset management
companies posted robust and consistent net inflows across asset classes, reaching 23,430 billion in the financial year 2017. In
the financial year 2018, non-equity inflows decreased significantly, with %2,608 billion in equity net inflows accounting for
95% of aggregate inflows across all asset classes. This was supported by a high number of primary equity issuances (201
issuances) totaling 2837 billion in the financial year. Thereafter, at the height of the IL&FS and NBFC crises in the financial
year 2019, debt outflows amounted to 21,242 billion, which equity inflows of 21,148 billion were unable to offset.

Towards the end of the financial year 2020, concerns with regard to liquidity saw large scale redemptions in debt and
liquid/money market funds, even as equity and ETFs saw inflows. In the last quarter of the financial year 2021 however, even
equity funds saw outflows. However, debt funds, liquid/money market funds and ETFs have seen a resurgence in investor
interest. Only debt funds saw net outflows in the first quarter of the financial year 2022 with equity funds, liquid/money market
funds and ETFs seeing net inflows.

The following diagram sets forth the breakdown of QAAUM net inflows by asset class in India as of the end of the financial
periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in billions)
1,342 3,430 2,718 1,097 1,816 i 1,018 2,760
2,608 505
688 1o7§t78s 1,148
761 614 | 722 oes 7
15S171 7g | — 231 529 69 3339
anid - = in =
-9-29
22 356" { -408
-1,242 j
FY16 FY17 FY18 FYI9 FY20 : Apr-DecFY20 Apr-DecFY21

mEquity mDebt © Liquid/Money Market ®ETF

Source: AMFI, CRISIL Research

Note: Equity includes equity funds, ELSS, index funds, solution-oriented funds, and balanced funds. Debt funds include gilt, income,
conservative hybrid, floater funds, and FoFs investing overseas. ETF includes gold ETFs and other ETFs. Liquid/ money market includes
liquid funds, overnight funds, and money market funds.

Share of passive funds low in overall industry AUMs

Unlike the United States and other developed countries, where passive asset management garners a larger share of the
investment, passively managed ETFs and index funds are yet to gain traction in India. However, the AUM share of passive
funds in India has risen from 1.21% as of March 2015 to 9.84%, or approximately %3.26 trillion, in the June quarter of the
financial year 2022.

Overall, passive funds AUM has grown approximately 64.82% CAGR from March 2015 to June 2021. ETF investments have
received a boost with the EPFO investing in approximately 15% of its accretion into the category.

114
The following diagram sets forth the passive funds QAAUM and share of passive funds QAAUM in total QAAUM as of the
end of the financial periods indicated:

 

3,500.00 12.00%
3,000.00 000%

2,500.00
8.00%

2,000.00
6.00%

1,500.00
4.00%

1,000.00
500100 2.00%
0.00 0.00%

Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Jun-21
mmm Passive funds (Rs bn) = ——Share of passive funds to total AUM (RHS)

Source: AMFI, CRISIL Research
Note: Passive funds include gold ETFs, other ETFs and index funds. Figures exclude index funds from March 2020.

SBI and UTI are the major AMCs in passive funds, driven by high-ticket mandates from public sector funds to manage
investments in passive funds. While the space is still dominated by institutional investors, retail demand has picked up in the
recent past owing to discounts provided via government disinvestment schemes (CPSE ETF and Bharat 22), aimed at increasing
retail investor participation.

AMCs having higher share of these funds can better cross-sell other products to their retail base and, save on costs incurred for
marketing and business acquisition of retail customers. High growth potential of this fund category also makes it an attractive
segment for AMCs, and the large majority of institutional mandates makes managing the funds more profitable.

Systematic Investment Plans

SIPs have helped further increase retail investor participation in the mutual fund space. Several benefits accrue from SIPs, such
as avoidance of behavioral weakness during uncertain periods, aggregation of a high number of small amounts, and certain tax
incentives. These have not only made SIPs an attractive investment option, but have also helped grow and diversify net inflow
across the industry. With contribution levels set low enough to make inflows less susceptible to cycles, SIPs have also helped
reduce volatility with respect to aggregate inflows.

Monthly inflows into mutual funds through the SIP route have steadily increased, from approximately 233 billion in June 2016
to approximately 292 billion in June 2021. This surge is the result of low minimum contribution, thereby increasing accessibility
of mutual fund investments to lower income households. This is reflected in the increase in number of SIP accounts to 40.2
million as of June 2021 from 21.1 million as of March 2018. Owing to the rise in the number of accounts however, the average
ticket size has come down from a peak of 33,375 in March 2018 to 22,277 in June 2021.

The mutual fund industry collected approximately 20.96 trillion through SIPs during the financial year 2021 as compared with
21.0 trillion during the financial year 2020. It also collected 20.27 trillion during the first quarter of the financial year 2022
through SIPs.

Popularity of equity funds, rising participation of investors, recent investor education initiatives, and apparent benefits of SIPs
to households that traditionally did not invest in mutual funds indicate that growth in inflows from SIPs will accelerate over the

foreseeable future. This would make SIPs an increasingly important component in overall AUM growth.

The following diagram sets forth the SIP monthly contribution as of the end of the months indicated:

115
100

   

1o714 10,863. 11,789 12,168 10,302 14,691 y5,799 18,000
90 8, 13,982 16,000
11,248
80 14,000
70 12,000
60
8,288 10,000
0 8,000
40 .
30 6,000
20 4,000
2,000
10 » 6
0 z
eo oce FR RR 2 2 D2 He aAaeQeeeseseoexes
7 of oF GF PF SF Ft SF a a fF A A se Fe HF F A A
eo 8 £ BSE £ Be FE Be Es Ea Ee EE
228 &€& 3 24 &6 SF KA SSK AS 2GR AEA

mamas SIP Monthly Contribution (Rs. bn) =» ——=NIFTY 50 (RHS)

Source: AMFI, NSE

The following diagram sets forth the SIP inflow as a percentage of equity MAAUM as of the end of the months indicated:

18.00 por 0.90%
16.00 0.73% 0.74% pad 0.76% 0.80%
14,00 DiGG%e 0.70%
12.00 0.60%
10.00 0.50%
8.00 0.40%
6.00 0.30%
4.00 0.20%
2.00 0.10%
0.00 0.00%
Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Jun-21

mmm Equity AUM (Rs. tn) = ===SIP inflow % of equity AUM

Source: AMFI, CRISIL Research

Notes: Equity includes equity funds, ELSS, index funds, solution-oriented funds, and balanced funds; SIP inflows numbers represent total
SIP inflows including debt.

While aggregate monthly average equity AUM rose from 24,183 billion in March 2016 to 215,434 billion in June 2021,
representing a CAGR of 28%, SIP inflow during the period increased from 231 billion to 91 billion, representing a CAGR of
24%. Between March 2017 and March 2020, SIP inflow averaged 0.76% of equity MAAUM. However, because of the COVID-
19 pandemic, contributions declined, thereby lowering SIP inflow percentage of equity AUM from 0.76% in March 2020 to
0.66% in March 2021 and 0.59% in June 2021. As the economy gradually recovers from the effects of the COVID-19 pandemic,
SIP contributions are expected to regain their growth momentum.

The following diagram sets forth SIP AUM as a percentage of equity AUM as of the end of the months indicated:

116
31.80%

      

18,000 32.00%
16,000 sie 31.50%
14,000 Baa 31.00%
12,000 30.50%
10,000
30.00%
8,000
29.50%
6,000 981 apne 4,840
4000 3,009 3,356 , 29.00%
- 28.00%
Jun-20 Sep-20 Dec-20 Mar-21 Jun-21

mmm SIPAUM(Rs bn) sam Equity AUM (Rs bn) +~=9——SIP AUM % of Equity AUM

Source: AMFI, CRISIL Research
Notes: Equity includes equity funds, ELSS, index funds, solution-oriented funds, and balanced funds; SIP inflows numbers represent total
SIP inflows including debt.

Peer Benchmarking

CRISIL Research has analyzed the top 10 AMCs in India based on QAAUM as of June 2021. SBI AMC is the largest player,
followed by HDFC AMC, ICICI Prudential AMC, Aditya Birla Sun Life AMC and Kotak Mahindra AMC. These are followed
by Nippon India AMC, Axis AMC, UTI AMC, IDFC AMC and DSP AMC.

The following table sets forth a summary of Aditya Birla Sun Life AMC’s benchmark position as compared to other top AMCs
in India:

 

Scale, Leadership and Performance

 

«The share of the top 10 AMCs has increased to approximately 83% in June 2021 from
approximately 73% in March 2010.

QAAUM « The equity segment for the top 10 players logged a CAGR of approximately 28% over March
2016 to June 2021.
e Aditya Birla Sun Life AMC retained the fourth position in terms of QAAUM since
September 2011.

 

e Aditya Birla Sun Life AMC has retained its market share in terms of overall AUM of
approximately 10% between March 2016 and March 2019.

e Aditya Birla Sun Life AMC is the largest non-bank player in terms of overall MAAUM since
March 2018.

MAAUM

 

MAAUM (Excluding e Aditya Birla Sun Life AMC has maintained its fourth position in terms of AAUM (excluding
ETFs) ETFs) over the past five years.

 

e Aditya Birla Sun Life AMC witnessed an increase of approximately 14.4% in its equity mix
from March 2016 to June 2021, surpassing the industry at 13.6%. This was also the second
highest among the top five AMCs and the fourth highest among the top 10 AMCs. In terms

Category-wise of equity AUM, Aditya Birla Sun Life AMC ranked fifth among its top 10 peers as of June

MAAUM 2021.

e Aditya Birla Sun Life AMC posted a CAGR of 25.83% between March 2016 and June 2021
in its equity AUM, which is the third highest among the top five AMCs and the fifth highest
among the top 10 AMCs.

 

 

 

 

117
 

Number of folios

Aditya Birla Sun Life AMC was at the seventh position among its peers with 7.07 million
total folios as of the financial year 2021.

In terms of folio growth, Aditya Birla Sun Life AMC’s total folios logged a CAGR of
approximately 19% (higher than the industry growth of approximately 15% CAGR) between
March 2016 and March 2021, which is the fourth highest growth among its top 10 peers and
the third highest among the top five players.

 

Schemes

Aditya Birla Sun Life AMC was the largest player in terms of AUM under the debt-ultra
short duration category and the second-largest player in terms of AUM under the Equity-
ELSS scheme as of June 2021 among top 10 peers.

Aditya Birla Sun Life AMC had the third and fourth-largest AUM in terms of corporate bond
fund and large cap equity fund AUM, respectively, as of June 2021 among top 10 peers.

 

Market share

Aditya Birla Sun Life AMC’s market share in terms of total number of folios and B-30 AUM
has improved from March 2016 to June 2021. It ranked fifth in terms of individual MAAUM
among the top 10 players and fourth highest among the top five players as of June 2021.

 

Performance

Aditya Birla Sun Life AMC ranks the highest in terms of annualized return in ultra-short
duration funds (in 5 year and 10 year) among the top 10 players.

 

Geographical Reach and Diversification

 

Aditya Birla Sun Life AMC has seen a consistent improvement in AUM share from B-30 in
the last three years. Aditya Birla Sun Life AMC’s proportion of B-30 MAAUM as a
percentage of total MAAUM as of June 30, 2021, was 15.76% which is the highest among
the top five players in terms of increase in B-30 proportion (up by approximately 230 bps)

 

B-30 Share from March 31, 2019 to June 30, 2021.
e Aditya Birla Sun Life AMC’s MAAUM share in B-30 was the second highest among the top
five players as of June 2021.
e Aditya Birla Sun Life AMC had the fourth highest share of equity AUM as a percentage of
its total AUM in B-30 cities as of June 2021.
e Aditya Birla Sun Life AMC had the fourth lowest concentration in the top five states in terms
State-wise of equity AUM among the top 10 peers as of June 2021.
concentration .

The concentration of the top five states in terms of debt AUM is the sixth lowest for Aditya
Birla Sun Life AMC among top 10 peers as of June 2021.

 

Direct vs regular

The share of direct plans has consistently gone up for Aditya Birla Sun Life AMC in the past
five years, rising from 38.58% in March 2016 to 50.05% in June 2021.

Aditya Birla Sun Life AMC held the second position in terms of direct plans under the debt
AUM category after Nippon India (72.47%) as of June 2021 among the top 10 peers.

In terms of equity AUM from direct plans, Aditya Birla Sun Life AMC held the sixth position
among the top 10 peers as of June 2021.

 

Investor Profile

 

Institutional vs
individual

Aditya Birla Sun Life AMC is the fifth largest player in terms of market share in individual
AUM among the top 10 players as of June 2021.

Aditya Birla Sun Life AMC’s share of individual investors increased from 39.95% as of
March 2016 to 47.01% as of June 2021, which is the second highest increase among the top
five AMCs.

Aditya Birla Sun Life AMC’s AUM from institutional customers was 21,503 billion as of
June 2021, which is the fourth largest among its peers.

The share of individual investors in equity AUM category for Aditya Birla Sun Life AMC
has improved by approximately 5 percentage points, which is the third highest improvement
among its peers between March 2016 to June 2021.

Aditya Birla Sun Life AMC’s AUM from individual investors (retail investors plus HNI)
recorded a CAGR of 18.54% over March 2016 to June 2021, the eighth highest growth
among the top 10 peers.

 

 

Digital on-boarding

 

Aditya Birla Sun Life AMC ranks among the highest in terms of share of digital transactions
with digital transactions contributing 85% to the overall transactions as of the financial year
2021; overall digital on-boarding for listed players ranged from 42% to 84% for the same
period.

 

118

 
 

Financial Performance

 

Total revenue

Aditya Birla Sun Life AMC’s revenue was 10.5 billion in the financial year 2021, placing
it fifth in terms of revenue.

 

Cost to income

Aditya Birla Sun Life AMC has been able to keep costs in check in comparison with its
income. The total cost to income ratio for Aditya Birla Sun Life AMC dropped to 46.69% in
the financial year 2021 from 49.32 % in the financial year 2020.

 

Revenue as % AAUM.
and operating margins

In terms of total revenue as a percentage of AAUM, Aditya Birla Sun Life AMC ranks sixth
in the list with a ratio of 0.43% in the financial year 2021. In terms of operating revenue as a
percentage of AAUM, it is ranked fifth among peers with 0.47% in the financial year 2021.
Aditya Birla Sun Life AMC was the fourth best in terms of maintaining revenue as a
percentage of AAUM (third highest in terms of change in revenue as % of AAUM from the
financial year 2016 to the financial year 2021) among the top 10 players.

Aditya Birla Sun Life AMC was the second best in terms of maintaining operating revenue
as a percentage of AAUM among the top 10 players over the financial years 2017 to 2021.

 

Operating profit

Aditya Birla Sun Life AMC’s operating profit as a percentage of AAUM was the third highest
among the top five and sixth highest among the top 10 players as of the financial year 2021.

 

Profit before tax

Aditya Birla Sun Life AMC witnessed a consistent improvement in PBT as a percentage of
AAUM over the past four years. PBT as a percentage of AAUM for Aditya Birla Sun Life
AMC stood at 0.28% as of the financial year 2021, which is the fifth highest among the top
10 players.

 

Aditya Birla Sun Life AMC holds the sixth position among the top 10 AMCs in terms of net
profit to AAUM as of the financial year 2021. It holds the fifth position among the top 10

 

 

Net profit AMCs in terms of change in net profit as a percentage of AAUM between the financial years
2016 and 2021.
Net worth and RoE. Aditya Birla Sun Life AMC is the sixth highest player in terms of RoE in the financial year

 

2021 among peers.

 

 

Market Share of Top 10 AMCs

The top 10 AMCs collectively command more than four-fifths of the mutual funds industry’s assets and therefore reflect the
industry’s performance. Their growth has been higher than the industry average and they have gained a market share of ten
percentage points over the last decade.

The top 10 AMCs’ monthly average AUM increased at a CAGR of 22% to approximately 26.6 trillion as of March 2021 from
approximately %6.7 trillion as of March 2014. The top 10 AMCs’ MAAUM reached 228 trillion in June 2021. The share of the
top 10 AMCs has increased to approximately 83% in June 2021 from 73% in March 2010.

The following diagram sets forth the market share of the top 10 AMCs as compared to other AMCs in terms of QAAUM, as of
the end of the financial periods indicated:

Woe, Ee

 

 

a Aves Aiea.

 

 

Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Jun-20 Mar-21 Jun-21

=Top10 AMCs mOther AMCs

119
Source: AMFI, CRISIL Research
Note: Data for March 2010 is based on MAAUM.

The share of the top 10 AMCs has increased in debt, liquid/money market and ETFs in the past five years. The highest increase
has been observed in the ETFs category (which increased to approximately 87% in June 2021 from approximately 66% in
March 2016). However, the share of the top 10 AMCs in the equity schemes category has remained stable over the past five
years.

The following table sets forth a breakdown of the market share of the top 10 AMCs in terms of MAAUM by asset category as
of the end of the financial periods indicated:

 

 

 

 

 

 

 

March March = March) March_~— March June March June
2016 2017-2018 ~—_2019 2020 2020 2021 2021
75.60% 77.37% 77.18% 76.90% 76.76% 72.86% 75.35% 74.89%
Other AMCs. 24.40% 22.63% 22.82% 23.10% 23.24% + —-27.14% 24.65% 25.11%
Debt
Top 10 AMCs 81.57% 82.89% 83.46% 84.08% 86.98% 85.26% 89.80% 90.98%
Other AMCs . 18.43% 17.11% 16.54% 15.92% 13.02% 14.74% 10.20% 9.02%
Liquid / Money market
Top 10 AMC: . 75.26% 75.20% 74.24% 79.40% 82.16% 84.42% 85.53% 86.08%
Other AMCs. 24.74% 24.80% 25.76% 20.60% 17.84% «15.58% 14.47% 13.92%
ETFs
Top 10 AMCs.. 66.11% 97.05% 98.05% 98.63% 90.61% 90.93% 87.08% 86.75%
Other AMCs... 33.89% 2.95% 1.95% 1.37% 9.39% 9.07% 12.92% 13.25%

 

Source: AMFI, CRISIL Research
Note: Equity includes equity, balanced schemes and debt portion of solution-oriented schemes. Debt includes debt-oriented schemes — Gilt,

FMP, debt (assured return), infrastructure debt funds, other debt funds and fund of funds investing overseas. ETFs includes gold ETF and
other ETFs.

In the past five financial years, the share of equity funds in the portfolios of the top 10 AMCs increased from 30.13% in March
2016 to 40.56 % in June 2021, because of rising retail participation, increase in market capitalization and focus from the top
funds. The share of debt funds in the portfolios of the top 10 AMCs dropped from 45.68% in March 2016 to 32.44% in June
2021.

The contribution of liquid/money market funds, which has been more or less consistent over this period, declined to 17.12% in
June 2021 from 21.83% as of March 2020.

The following diagram sets forth a breakdown of the top 10 AMC’s market share by asset class as of the end of the financial
periods indicated:

creer |

    

Mar-16 Mar-17 Mar-18 Mar-19. Mar-20 Jun-20 Mar-21 Jun-21

Equity =Debt =Liquid/Money market = ETFs

Source: AMFI, CRISIL Research
Note: Equity includes equity, balanced schemes and debt portion of solution-oriented schemes; Debt includes debt-oriented schemes - Gilt,

FMP, debt (assured return), infrastructure debt funds, other debt funds and fund of funds investing overseas, ETFs includes gold ETF and
other ETFs.

120
For the top 10 players, ETFs grew at a CAGR of approximately 77% in between March 2016 and June 2021, outpacing other
segments. The equity segment for the top 10 players reached a CAGR of approximately 28% between March 2016 to June
2021.

The following diagram sets forth the CAGR of the MAAUM of the top 10 AMCs in India by asset class between March 2016
and June 2021:

CAGR (March 2016 to June 2021)

77.12%
27.55%
12.92% 14.05%
Equity Debt Liquid/Money market ETFs

Source: AMFI, CRISIL Research
Note: Equity includes equity, balanced schemes and debt portion of solution-oriented schemes; Debt includes debt-oriented schemes - Gilt,
FMP, debt (assured return), infrastructure debt funds, other debt funds and fund of funds investing overseas, ETFs includes gold ETF and
other ETFs.

Market Share of Top Five AMCs

During the past decade, the top five AMCs have held an average of approximately 55% of the industry’s AUM. HDFC AMC,
ICICI Prudential AMC and Aditya Birla Sun Life AMC have consistently featured in the list of top five AMCs by AUM,
supported by their wide distribution channels and parentage of large corporate entities.

Aditya Birla Sun Life AMC was the fourth largest fund house as of June 2021. Aditya Birla Sun Life AMC’s assets recorded a
CAGR of approximately 15% between March 2016 and June 2021, slightly lower than the industry growth of approximately
19% CAGR during the same period. ABSL AMC retained its market share (in terms of overall AUM) of approximately 10%
between March 2016 and March 2019. However, its market share, in terms of monthly average AUM, declined slightly between
March 2016 and June 2021. Aditya Birla Sun Life AMC ranked as the largest non-bank affiliated AMC in India by QAAUM
since March 31, 2018, and among the four largest AMCs in India by QAAUM since September 30, 2011.

The following table sets forth the MAAUM and market share of the largest AMCs in India (presented in descending order in
terms of QAAUM as of June 2021) as of the end of the financial periods indicated:

 

 

 

 

 

 
 

 

 

 

 

 

AAUM
market
AAUM share AAUM AAUM AAUM AAUM
(March = (March (March = marketshare = (June_—_—smarket share
2016) 2016) 2021) (March 2021) 2021) ~—_ (June 2021)
(in billions, except percentages)
SBI AMC.. 1,101 8.12% 5,060 15.73% 5,377 15.77%
HDFC AMC. 1,777 13.11% 4,098 12.74% 4,269 12.52%
ICICI Prudential AMC 1,789 13.20% 4,078 12.68% 4,232 12.41%
Aditya Birla Sun Life AMC 1,367 10.09% 2,710 8.42% 2,837 8.32%
Kotak Mahindra AMC 597 4.41% 2,333 7.25% 2,534 7.43%
Nippon India AMC . . 1,600 11.81% 2,303 7.16% 2,481 7.27%
Axis AMC.. . 387 2.86% 1,972 6.13% 2,186 6.41%
UTI AMC.. 1,052 7.76% 1,853 5.76% 1,936 5.68%
IDFC AMC 514 3.79% 1,214 3.77% 1,263 3.70%
DSP AMC.. 384 2.83% 978 3.04% 1,048 3.07%
Top 10 total. 10,567 77.97% 26,598 82.67% 28,164 82.58%
Industiy total 13,552 _ 10.00% 32,172 100.00% 34,104 100.00%

 

 

Source: AMFI, CRISIL Research
121
Aditya Birla Sun Life AMC has maintained its fourth position in terms of QAAUM since March 2012. The following table sets for certain
information on Aditya Birla Sun Life AMC’s QAAUM ranking in the industry as of the end of the financial periods indicated:

March = March

 

2012 2013
Aditya Birla Sun

Life AMC... 611 770
Industry QAAUM.. 6,648 8,167
Aditya Birla Sun

Life AMC

ranking scene 4 4

 

Source: AMFI, CRISIL Research

March March = March = March
2014 «= «20152016 = 2017
(@ in billions)
896 «1,198 1,365 1,950
9,051 11,887 13,541 18,295
4 4 4 4

March March March March — June

2018 =. 2019» 2020S 2021S 2021
2,475 2,465 2,475 2,693 2,755
23,052 24,484 27,036 32,106 33,179
3 4 4 4 4

Aditya Birla Sun Life AMC’s share of equity AUM has increased to 38% in June 2021 from approximately 24% in March
2016. Aditya Birla Sun Life AMC’s share of equity-oriented MAAUM in total MAAUM increased from 23.66% as of March
31, 2016 to 36.34% as of March 31, 2021, and was 38.09% as of June 30, 2021. This 14.43% increase in equity mix was greater
than the industry’s increase of 13.65% over the same period and was the second highest increase among the five largest AMCs
in India by MAAUM. At an industry level, the proportion of equity category was the highest (45%), followed by debt (29%)
and liquid/ money market (16%) as of June 2021.

Aditya Birla Sun Life AMC recorded a CAGR of 25.83% between March 2016 and June 2021 in its equity AUM, which is the
third highest among the top five AMCs and the fifth highest among the top 10 AMCs.

The following diagram sets forth the breakdown of MAAUM of the top 10 AMCs in India by asset class as of June 2021:

Industry SBIAMC HDFC
AMC

Source: AMFI, CRISIL Research

ICICI
AMC

ABSL
AMC

Equity =Debt

Kotak
AMC AMC
= Liquid/Money market

Nippon Axis AMC UTI AMC IDFC AMC DSP AMC

m= ETFs

Note: Equity includes equity, balanced schemes and debt portion of solution-oriented schemes; Debt includes debt-oriented schemes - Gilt,
FMP, Debt (assured return), infrastructure debt funds, other debt funds and fund of funds investing overseas, ETFs includes gold ETF and

other ETFs,

The following diagram sets forth the breakdown of MAAUM of the top 10 AMCs in India by asset class as of March 2016:

122
Industry SBIAMC HDFC ICICI ABSL Kotak Nippon Axis AMC UTI AMC IDFC AMC DSP AMC.
AMC AMC AMC AMC AMC

Equity mDebt mLiquid/Money market = ETFs

Source: AMFI, CRISIL Research
Note: Equity includes equity, balanced schemes and debt portion of solution-oriented schemes; Debt includes debt-oriented schemes - Gilt,
FMB, Debt (assured return), infrastructure debt funds, other debt funds and fund of funds investing overseas, ETFs includes gold ETF and
other ETFs.

Geographical Penetration of Top 10 AMCs

Higher presence of AMCs in the B-30 regions makes them well-placed to attract new customers in these locations. This is
primarily due to their established position, infrastructure and distribution capabilities, which they have already invested in. The
ability to charge an additional 30 bps in expense ratios in B-30 locations reduces pressure on scheme margins.

UTI AMC and SBI AMC are the only two players having a share greater than 20% in B-30 regions. The share of B-30 regions
in overall AUM of Aditya Birla Sun Life AMC was 15.76% as of June 2021.

Further, a larger part of growth in the future is expected from B-30 cities that are underpenetrated and form a very low proportion
of the overall industry AUM (only 16% share as of June 2021). AMCs that have already invested in these regions will be in a
better position to reap the benefits going ahead.

The following diagram sets forth the share of T-30 and B-30 AUM among the top 10 AMCs in India (presented in descending
order in terms of QAAUM as of June 2021) as of June 2021:

1 L 1 1 1
2 1 Ll 2 %
9 Yo 9
8] 8 8 oO 8B 8 %
7 at 8 7 %

Industry SBIAMC HDFC ICICIAMC ABSL Kotak Nippon Axis AMC UTI AMC IDFC AMC DSP AMC
AMC AMC AMC AMC

=T-30 =B-30

Source: AMFI, CRISIL Research

Aditya Birla Sun Life AMC has seen a consistent improvement in AUM share from B-30 regions in the last three years. Its
AUM accounted for the second-largest share in B-30 regions among the top five players as of June 2021. Aditya Birla Sun Life
AMC’s MAAUM in B-30 cities was 2447.01 bi

 
The following tables sets forth, in absolute terms and percentages, the share of B-15 AUM (for periods prior to March 2018)
and B-30 AUM (for periods after March 2018) in total AUM of the top 10 AMCs In India (presented in descending order in
terms of QAAUM as of June 2021) as of the end of the financial periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March March March March March March June
2016 2017 2018 2019 2020 2021 2021
(@ in billions)

SBI AMC. 248.27 393.50 626.59 682.19 796.33 1,118.82 1,132.55
HDFC AMC. 271.95 384.78 540.37 461.85 459.20 611.34 637.13
ICICI Prudential AMC.. 262.53 386.93 531.75, 414.24 432.36 573.02 597.15
Aditya Birla Sun Life AMC. 173.18 269.77 400.92 332.74 335.50 437.54 447.01
Kotak Mahindra AMC . 54.67 87.48 129.98 113.03 160.77 209.99 229.52
Nippon India AMC 316.42 410.42 512.60 450.61 321.01 412.60 471.58
Axis AMC 90.17 132.88 182.72 188.13 233.04 357.03 398.61
UTI AMC. 299.66 386.53 437.06 403.23 346.56 433.16 487.51
IDFC AMC 48.07 50.76 7aa7 49.69 60.33 80.01 84.43
DSP AMC 51.95 88.10 127.31 87.06 93.45 133.50 148.96

March March March March March March June

2016 2017 2018 2019 2020 2021 2021
SBI AMC 22.54% 24.18% 28.76% 23.49% 22.76% 22.11% 21.06%
HDFC AMC. 15.31% 16.06% 18.07% 13.35% 13.58% 14.92% 14.92%
ICICI Prudential AMC. 14.68% 15.60% 17.47% 12.87% 13.42% 14.05% 14.11%
Aditya Birla Sun Life AMC. 12.67% 13.64% 16.36% 13.44% 14.89% 16.15% 15.76%
Kotak Mahindra AMC . 9.16% 9.12% 10.63% 741% 9.39% 9.00% 9.06%
Nippon India AMC 19.77% 19.21% 21.34% 19.77% 17.38% 17.91% 19.01%
23.31% 22.27% 24.21% 20.36% 17.70% 18.11% 18.23%
28.49% 27.86% 29.58% 26.16% 25.84% 23.38% 25.18%
9.34% 8.63% 10.88% 6.91% 6.16% 6.59% 6.68%
13.54% 13.36% 14.86% 11.09% 12.67% 13.66% 14.21%

 

Source: AMFI, CRISIL Research

Among the top five AMCs in India, Aditya Birla Sun Life AMC had the fourth largest share of equity AUM and the fifth largest
share of debt AUM as a percentage of its total AUM in B-30 cities as of June 2021.

The top five AMCs accounted for approximately 55% of market share in terms of AUM outstanding in B-30 cities as of June
2021. Among the top five AMCs, SBI AMC had the highest share of B-30 AUM outstanding as of June 2021. In terms of equity
AUM, the top five AMCs had a market share of approximately 49% as of June 2021.

The market share of Aditya Birla Sun Life AMC in terms of total number of folios and B-30 AUM improved from March 2016
to June 2021. It stood at the fifth position in terms of individual MAAUM amongst the top 10 AMCs as of June 2021.

The following table sets forth the market share of the top 10 AMCs (presented in descending order in terms of QAAUM as of
June 2021) in India in terms of equity MAAUM, number of folios, individual AUM and B-15 MAAUM, as of March 2016:

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

Equity MAAUM No of folios Individual AUM. B-15 MAAUM
SBI AMC 6.99% 8.87% 6.24% 11.35%
HDFC AMC.. 15.11% 11.35% 15.33% 12.43%
ICICI Prudential AMC 14.24% 8.18% 14.91% 12.00%
Aditya Birla Sun Life AMC ... 7.68% 5.92% 8.87% 7.92%
Kotak Mahindra AMC. 3.15% 1.81% 3.03% 2.50%
Total of top five AMCs... 47.18% 36.12% 48.37% 46.21%
Nippon India AMC.. 11.24% 11.95% 10.68% 14.47%
Axis AMC.. 3.07% 3.37% 3.39% 4.12%
UTI AMC 7.44% 21.27% 8.30% 13.70%
IDFC AMC. 2.94% 1.30% 3.17% _
DSP AM 3.73% 6.60% 3.44% 2.38%
Total of next five AMCs.. 28.42% 44.49% 28.98% 34.67%
Total of top 10 AMCs... 75.60% 80.61% 77.35% 80.88%

 

 

Source: AMFI, Company reports, CRISIL Research

Note: Market share is calculated on the basis of the company’s AUM under the respective category divided by total industry AUM under the
same category. For example, for deriving market share under B-15 category for Aditya Birla Sun Life AMC, total B-15 AUM of Aditya Birla
Sun Life AMC is divided by B-15 industry AUM.

124
The following table sets forth the market share of the top 10 AMCs (presented in descending order in terms of QAAUM as of
June 2021) in India in terms of equity MAAUM, number of folios, individual AUM and B-15 MAAUM, as of June 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity MAAUM No of folios Individual MAAUM. B-15 MAAUM
SBI AMC...... 10.21% 9.08% 12.06% 20.35%
HDFC AMC.. 12.65% 9.05% 13.49% 11.45%
ICICI Prudential AMC .. 12.28% 11.53% 12.71% 10.73%
Aditya Birla Sun Life AMC .. 7.08% 7.13% 7.27% 8.03%
Kotak Mahindra AMC... 6.91% 3.74% 6.35% 4.12%
Total of top five AMCs..... 49.15% 40.53% 51.88% 54.69%
Nippon India AMC.. 6.84% 10.07% 6.74% 8.47%
Axis AMC 8.07% 8.13% 7.63% 7.16%
UTI AMC.. 4.76% 11.13% 4.90% 8.76%
IDFC AMC... 1.92% 1.38% 3.23% 1.52%
DSP AMC...... 4.16% 6.29% 3.91% 2.68%
Total of next five AMCs 25.75% 37.00% 26.40% 28.59%
Total of top 10 AMCs 74.89% 77.54% 78.28% 83.28%

 

 

 

Source: AMFI, Company reports, CRISIL Research
Note: Market share is calculated on the basis of the company’s AUM under the respective category divided by the total industry AUM under
the same category. For example, for deriving market share under the B-30 category for Aditya Birla Sun Life AMC, total B30 AUM of Aditya
Birla Sun Life AMC is divided by the B-30 industry AUM.

Share in Direct Plans

Among peers, UTI AMC has the highest proportion of AUM derived from regular plans (69.39%) followed by DSP AMC
(63.67%) and Axis AMC (59.75%) as of June 2021. Higher proportion of regular plans indicate strong tie-ups with distributors
and a larger retail presence. Aditya Birla Sun Life AMC derives almost half of its AUM through regular plans as of June 2021.

The following diagram sets forth the MAAUM share of regular plans and direct plans (at an overall industry level) as of the
end of the financial periods indicated:

Mar-16 Mar-17 Mar-18 Mar-19. Mar-20 Jun-20 Mar-21 Jun-21

= Direct ® Regular

Source: AMFI, CRISIL Research

Consistent improvement in share of direct plans is observed for Aditya Birla Sun Life AMC in the past five years. The share of
direct plans has increased to 50.05% in June 2021 from 38.58% in March 2016.

The following table sets forth the MAAUM share of regular and direct plans among the top 10 AMCs in India (presented in
descending order in terms of QAAUM as of June 2021) as of the end of the financial periods indicated:

 

 

 

March 2016 June 2020 March 2021 June 2021

Direct Regular “Direct Regular Direct ‘Regular ‘Direct Regular
38.38% 61.62% 46.82% 53.18% 45.39% 54.61% 45.95% 54.05%
44.07% 55.93% 57.00% 43.00% 57.53% 42.47% 58.79% 41.21%
HDFC AMC... 30.36% 69.64% 49.39% 50.61% 46.84% «53.16% 46.88% 53.12%
ICICI Prudential AMC. 33.85% 66.15% 45.60% 54.40% 43.82% «56.18% 44.65% 55.35%
AOC ne 38.58% — 61.42% yo 19m 50.80% 50.60% «49.30% ©—+50.05% 49.95%

 

125
March 2016 June 2020 March 2021 June 2021

 

 

 

Direct Regular Direct Regular Direct Regular Direct Regular
Kotak Mahindra AMC. 40.74% 59.26% 53.46% 46.54% 49.86% 50.14% 51.54% 48.46%
Nippon India AMC. 42.23% 57.77% 52.21% 47.79% 54.23% 45.77% 54.57% 45.43%
26.99% 73.01% 41.41% 58.59% 39.99% 60.01% 40.25% 59.75%
48.08% 51.92% 32.73% 67.27% 31.07% 68.93% 30.61% 69.39%
42.58% 57.42% 56.05% 43.95% 52.41% 47.59% 53.92% 46.08%
30.24% 69.76% 41.07% 58.93% 37.37% 62.63% 36.33% 63.67%

 

Source: AMFI, CRISIL Research

Aditya Birla Sun Life AMC holds the second position in terms of direct plans under debt AUM category after Nippon India
(72.47%) as of June 2021 among the top 10 peers. In terms of equity AUM from direct plans, Aditya Birla Sun Life AMC holds
sixth position among top 10 peers as of June 2021.

The following table sets forth the breakdown of MAAUM share of regular and direct plans among the top 10 AMCs in India
(presented in descending order in terms of QAAUM as of June 2021) by asset class, as of June 2021:

 

 

 

 

 

 

 

 

 

 

 

Equity Debt Liquid/Money market
Direct Regular Direct Regular Direct Regular

SBI AMC. 18.87% 81.13% 49.23% 50.77% 70.41% 29.59%
HDFC AMC 21.72% 78.28% 63.05% 36.95% 73.75% 26.25%
ICICI Prudential AMC. 22.13% 77.87% 52.16% 47.84% 74.65% 25.35%
Aditya Birla Sun Life AMC 20.24% 79.76% 66.01% 33.99% 72.70% 27.30%
Kotak Mahindra AMC. 26.99% 73.01% 57.99% 42.01% 81.50% 18.50%
Nippon India AMC. 17.59% 82.41% 72.47% 27.53% 76.35% 23.65%
‘Axis AMC 24.66% 75.34% 54.44% 45.56% 71.68% 28.32%
UTI AMC.. 17.63% 82.37% 32.39% 67.61% 82.62% 17.38%
IDFC AMC... 23.43% 76.57% 61.35% 38.65% 78.70% 21.30%
DSP AMC... 18.30% 81.70% 60.32% 39.68% 70.09% 29.91%

 

Source: AMFI, CRISIL Research
Share in Associate Distributors

Share of associate distributors as a percentage of total AUM is the highest for SBI AMC (20.31%) followed by Axis AMC
(13.96%) and ICICI Prudential AMC (8.10%) as of June 2021.

The following table sets forth the share of associate distributors as a percentage of total MAAUM among the top 10 AMCs in
India (presented in descending order in terms of QAAUM as of June 2021) as of the end of the financial periods indicated:

 

 

 

 

  

March March March March March June March June
2016 2017 2018 2019 2020 2020 2021 2021
SBI AMC.. 12.88% 15.92% 24.63% 24.13% 23.69% 21.43% 21.55% 20.31%
6.97% 7.88% 9.43% 7.26% 5.99% 6.52% 5.57% 5.48%
6.63% 9.82% 11.18% 10.71% 8.57% 8.10% 8.12% 8.10%
4.25% 4.41% 2.38% 2.04% 2.08% 2.51% 1.89% 2.16%
Kotak Mahindra AM 10.60% 9.58% 8.87% 7.02% 4.65% 4.23% 4.12% 3.80%
Nippon India AMC 0.28% 0.22% 0.42% 0.21% 0.00% 0.00% 0.12% 0.00%
38.10% 34.09% 32.64% 28.08% 18.68% 16.40% 14.59% 13.96%
0.63% 2.20% 0.37% 0.71% 0.66% 0.65% 0.66% 1.20%
0.00% 0.00% 0.09% 0.09% 0.11% 0.10% 0.17% 0.18%
0.02% 0.03% 0.05% 0.02% 0.02% 0.02% 0.03% 0.05%

Source: AMFI, CRISIL Research

In terms of share of associate distributors as a percentage of regular plans, SBI AMC has the highest share (49.28%) followed
by Axis AMC (23.37%) and ICICI Prudential AMC (14.63%) as of June 2021.

The following table sets forth the share of associate distributors as a percentage of regular plans MAAUM among the top 10
AMCs in India (presented in descending order in terms of QAAUM as of June 2021) as of the end of the financial periods
indicated:

 

 

 

 

March March March March March June March June

2016 2017 2018 2019 2020 2020 2021 2021
SBI AMC.. 23.04% 31.81% 47.42% 49.85% 52.32% 49.83% 50.73% 49.28%
HDFC AMC 10.01% 12.03% 14.36% 12.03% 10.99% 12.88% 10.48% 10.32%
ICICI Prudential AMC.... 10.02% 15.43% 17.54% 16.97% 15.73% 14.89% 14.45% 14.63%

Aditya Birla Sun Life

AMC.. se 6.91% 7.67% 4.27% 3.70% 4.04% 4.94% 3.83% 4.32%
Kotak Mahindra AMC..... 17.88% 17.99% 16.03% 13.26% 9.84% 9.08% 8.22% 7.85%

126
 

 
   
 

 

 

 

 

March March March March March June March June
2016 2017 2018 2019 2020 2020 2021 2021
Nippon India AMC 0.49% 0.42% 0.78% 0.37% 0.00% 0.00% 0.25% 0.00%
Axis AMC 52.19% 53.31% 50.62% 42.54% 30.80% 27.99% 24.32% 23.37%
UTI AM 1.22% 3.78% 0.59% 1.08% 1.02% 0.96% 0.96% 1.72%
IDFC AMC. 0.00% 0.00% 0.18% 0.19% 0.25% 0.23% 0.35% 0.40%
DSP AMC 0.02% 0.06% 0.08% 0.03% 0.03% 0.03% 0.04% 0.08%
Source: AMFI, CRISIL Research
The following tables set forth the player-wise QAAUM sourced from top distributors as of the financial year 2016:
ICICI Kotak
Prudential Aditya Birla Mahindra Nippon India
SBI AMC HDFC AMC AMC Sun Life AMC AMC AMC
% of % of % of % of % of % of
Total total Total total Total total Total total Total total Total total
AUM AUM AUM AUM AUM AUM AUM AUM AUM AUM AUM = AUM
(@ in billions, except percentages)
Top distributor........ 127 34% 122 28% 122 14% 35 10% 55 21% 51 8%
Top 5 distributors ... 185 49% 259 59% 326 36% 149 42% 108 40% 178 26%
Top 10 distributors . 223 59% 340 77% 466 52% 171 49% 141 53% 256 37%
Top 20 distributors . 265 70% 399 90% 608 68% 193 55% 181 68% 372 54%
Tota) from 376 441 896 352 267 682
distributors........
Source: Company reports, CRISIL Research
The following tables set forth the player-wise QAAUM sourced from top distributors as of the financial year 2021:
ICICI Kotak
Prudential Aditya Birla Mahindra Nippon India
SBI AMC HDFC AMC AMC Sun Life AMC AMC AMC
% of % of % of % of % of % of
Total total Total total Total total Total total Total total Total total
AUM AUM AUM AUM AUM AUM AUM AUM AUM AUM AUM_ AUM
(@ in billions, except percentages)
Top distributor........ 939 60 211 16 269 18 66 85, il 97 16
Top 5 distributors ... 1,114 71 471 36 563 a7 202 26 290 36 186 32
Top 10 distributors . 1,181 76 616 47 757 50 294 37 389 48 248 42
Top 20 distributors . 1,265 81 766 58 950 63 417 53, 492 61 321 54
Total fron 1,559 1,320 1,518 784 802 589
distributors .

Source: Company reports, CRISIL Research

Share in Individual AUM

Individual AUM for the top 10 AMCs recorded approximately 23% CAGR between March 2016 and June 2021. The market
share of top 10 AMCs in the overall individual AUM improved marginally to 78.28% in June 2021 from 77.35% in March
2016. Axis AMC witnessed the highest CAGR of approximately 44% between March 2016 and June 2021 followed by Kotak

Mahindra AMC and SBI AMC.

Aditya Birla Sun Life AMC, ICICI Prudential AMC, HDFC AMC and Nippon India AMC have a good balance of individual
and institutional investors in the assets they manage. At the industry level, individual investors have a slightly higher market
share at approximately 54% of AUM as of June 2021. Aditya Birla Sun Life AMC is the fifth largest player in terms of market
share in individual AUM among the top 10 AMCs as of June 2021.

The following table sets forth the market share of individual MAAUM of the top 10 AMCs in India (presented in descending
order in terms of QAAUM as of June 2021) as of the end of the financial periods indicated:

 

 

 

 

 

 

 

  

Individual © Market ‘Individual = Market Individual Market

AUM(In& — Share(In. AUM(In&  Share(In| AUM(In@ Share CAGR

billions) %) billions) %) billions) (In%) _——(Mar-16
March 2016 March 2021 June 2021 to Jun-21)
SBI AMC.. 384 6.24% 2,126 12.31% 2,211 12.06% 39.57%
HDFC AMC 944 15.33% 2,361 13.67% 2,474 13.49% 20.14%
ICICI Prudential AMC... 918 14.91% 2,211 12.80% 2,330 12.71% 19.41%
Aditya Birla Sun Life AMC 546 8.87% 1,270 7.35% 1,334 7.27% 18.54%
Kotak Mahindra AMC 186 3.03% 1,071 6.20% 1165 6.35% 41.83%
Nippon India AMC. 658 10.68% 1,151 6.66% 1,237 6.74% 12.77%
Axis AMC 209 3.39% 1,259 7.29% 1,398 7.63% 43.62%

127
   

 

 

UTI AMC.. 511 8.30% 846 4.90% 898 4.90% 11.33%
IDFC AMC. 195 3.17% 574 3.32% 592 3.23% 23.56%
DSP AMC 212 3.44% 655 3.79% 716 3.91% 26.09%
Top 10 total 4,764 77.35% 13,525 78.31% 14,353 78.28% 23.38%
Industry total .. 6,158 17,270 18,336 23.10%

 

Source: AMFI, CRISIL Research

Aditya Birla Sun Life AMC’s individual investor MAAUM grew at a CAGR of 18.54% from 3546.13 billion as of March 31,
2016 to 21,269.82 billion as of March 31, 2021, which was the fourth highest increase among the five largest AMCs in India,
and further to 21,333.53 billion as of June 2021.

Aditya Birla Sun Life AMC’s individual investor MAAUM mix increased by 7.06% from 39.95% as of March 31, 2016 to
47.01% as of June 2021, which was the second highest increase among the five largest AMCs in India by QAAUM. Aditya
Birla Sun Life AMC’s AUM from institutional customers was 21,503.04 billion as of June 2021, which is the fourth largest
among peers.

The following table sets forth the split between individual investor MAAUM and institutional investor MAAUM among the
top 10 AMCs in India (presented in descending order in terms of QAAUM as of June 2021) as of the end of the financial periods
indicated:

 

 

 

 

 

 

 

  

March 2016 June 2020 March 2021 June 2021
Individual Institutional Individual Institutional Individual Institutional Individual Institutional
SBI AMC... 34.89% 65.11% 40.49% 59.51% 42.01% 57.99% 41.11% 58.89%
HDFC AMC. 53.15% 46.85% 51.73% 48.27% 57.62% 42.38% 57.94% 42.06%
Noe 51.33% 48.67% 51.35% 48.65% 54.21% 45.79% 55.06% 44.94%
‘Aditya Birla Sun 39.95% 60.05% 45.67% 54.33% 46.86% 53.14% 47.01% 52.99%
Life AMC

oe Menta 31.22% 68.78% 43.24% 56.76% 45.92% 54.08% 45.96% 54.04%
Nippon India 41.11% 58.89% 47.86% 52.14% 49.97% 50.03% 49.84% 50.16%
53.99% 46.01% 57.33% 42.67% 63.85% 36.15% 63.95% 36.05%

48.58% 51.42% 44.84% 55.16% 45.69% 54.31% 46.37% 53.63%

37.93% 62.07% 43.21% 56.79% 47.32% 52.68% 46.86% 53.14%

55.26% 44.74% 61.78% 38.22% 67.02% 32.98% 68.31% 31.69%

zi 45.44% 54.56% 50.54% 49.46% 53.68% 46.32% 53.76% 46.24%

Source: AMFI, CRISIL Research

The following table sets forth the breakdown of individual investor MAAUM and institutional investor MAAUM of the overall
industry in India by asset class, as of the end of the months indicated:

 

March March March March March March June

Investors 2016 2017 2018 2019 2020 2021 2021
quit Individual 83.99% 84.87% 85.16% 88.28% 87.05% 88.17% 87.65%
‘quiry Institutional 16.01% 15.13% 14.84% 11.72% 12.95% 11.83% 12.35%
Debt Individual 39.30% 37.82% 40.36% 47.37% 44.48% 40.54% 39.11%
Institutional 60.70% 62.18% 59.64% 52.63% 55.52% 59.46% 60.89%
Liquid/Money Individual 7.95% 8.11% 9.53% 14.31% 14.89% 16.45% 14.87%
market Institutional 92.05% 91.89% 90.47% 85.69% 85.11% 83.55% 85.13%
ETE Individual 19.18% 11.74% 7.57% 8.44% 5.13% 6.25% 6.39%
s Institutional 80.82% 88.26% 92.43% 91.56% 94.87% 93.75% 93.61%

Source: AMFI, CRISIL Research

The share of individual investors in equity AUM category for Aditya Birla Sun Life AMC has witnessed an improvement of
approximately 5 percentage points, which is third highest improvement among peers between March 2016 and June 2021.

Aditya Birla Sun Life AMC was among the top three players having the lowest percentage of complaints against folios as of
the financial years 2020 and 2021. UTI AMC had one of the lowest percentage of complaints against folios at 0.0006%, followed
by DSP AMC (0.0012%), Aditya Birla Sun Life AMC (0.0019%) and IDFC AMC (0.0099%) as of March 2021.

In terms of number of folios, ICICI AMC has the largest number of folios (11.43 million) followed by UTI AMC (11.03 million)

and Nippon India AMC (9.98 million) as of the financial year 2021. Aditya Birla Sun Life AMC was at seventh position among
peers with total number of folios at 7.07 million as of the financial year 2021.

128
In terms of folio growth, Aditya Birla Sun Life AMC’s total number of individual investor folios more than doubled from 2.93
million as of March 31, 2016 to 7.07 million as of March 2021, which was greater than the industry’s increase of 15.48% over
the same period and the third highest increase among the five largest AMCs in India by MAAUM.

The following table sets forth the number of folios and percentage of complaints against folios of the top 10 AMCs in India as
of March 31, 2016 and March 31, 2020.

 

 

CAGR
Number of folios (in millions) (Mar-16 to % complaints against folios

Mar-21)

March March March March March March forno.of March March March March March = March
2016 2017 2018 2019 2020 2021 folios 2016 2017 2018 2019 2020 2021

439 5.18 6.71 7.84 8.57 9 15.44% 0.04% 0.13% 0.11% 0.03% 0.01% 0.01%
5.61 6.22 8.12 9.11 9.43 8.96 9.82% 0.07% 0.05% 0.07% 0.07% 0.06% 0.04%
4.05 4.99 6.65 771 9.38 11.43, 23.05% 0.11% 0.09% 0.08% 0.05% 0.03% 0.02%
2.93 3.96 6.05 7.09 TS: 7.07 19.25% 0.04% 0.05% 0.03% 0.01% 0.00% 0.00%
0.89 1.22 2.05 2.48 3.16 3.7 33.00% 0.02% 0.03% 0.03% 0.02% 0.02% 0.01%
5.91 6.85 8.17 9.07 8.9 9.98 11.05% 0.03% 0.02% 0.01% 0.01% 0.01% 0.01%
1.67 ai 2.72 3.89 6.01 8.05 36.98% 0.04% 0.02% 0.01% 0.02% 0.02% 0.02%
10.52 10.77 10.71 11.02 10.92 11.03, 0.95% 0.02% 0.02% 0.01% 0.00% 0.00% 0.00%
0.65 0.66 1.06 1.27 1.34 1.37 16.05% 0.04% 0.05% 0.04% 0.04% 0.02% 0.01%
3.27 4.07 5.01 5.41 5.75 6.23 13.77% 0.00% 0.01% 0.01% 0.00% 0.00% 0.00%

 

Source: AMFI, CRISIL Research
Note: Data includes complaints against the respective AMC’s persons, distributors and employees. Complaints against folio are calculated as
total complaints raised divided by total number of folios.

13 of Aditya Birla Sun Life AMC’s top open-ended schemes, forming 64.40% of its QAAUM, have outperformed peers under
the 10-year return horizon, as of June 30, 2021. The following table sets forth certain information on Aditya Birla Sun Life
AMC’s schemes that have outperformed peers, as of June 30, 2021:

% of Aditya Birla Sun Life AMC

 

 

 

Number of Aditya Birla Sun Life AMC schemes by QAAUM that have
schemes that have outperformed peers* outperformed peers*

1 year absolute return B 66.39%

3 year annual return 10 51.56%

5 year annual return u 60.29%

10 year annual return. B 64.40%

 

Source: AMFI, CRISIL Research
Note: (*) - Peers include top 10 AMCs in India based on QAAUM as on June 2021 according to the CRISIL Report. Above analysis is done
based on the top 20 open-ended schemes of Aditya Birla Sun Life AMC, which contributed to 86.72% of its QAAUM as of June 2021.

The following table sets forth peer and index benchmark mutual fund performance as of June 2021 for comparison:

 

1 Year 3 Year 5 Year 10 Year
Equity Schemes * 50.69% 12.68% 12.47% 12.59%
Debt Schemes * 6.02% 7.59% 7.30% 8.41%
S&P BSE SENSEX TRI 52.38% 15.32% 15.58% 12.31%
NIFTY 50 TRI 54.58% 15.00% 15.08% 12.14%
S&P BSE Mid Cap TRI 74.42% 14.69% 15.23% 14.10%
NIFTY 10-year Benchmark G-Sec Index 3.99% 9.12% 7.07% NA

Source: AMFI, SBI portal, NSE, SENSEX, S&P BSE Mid cap Index, NIFTY Index, CRISIL Research
Note: (*) — Based on top-10 peers scheme average; NA — Not available.

Share in Debt-Ultra Short Duration
Aditya Birla Sun Life AMC is the largest player in terms of AUM under debt-ultra short duration category and second largest
player in terms of AUM under equity - ELSS scheme as of June 2021. Aditya Birla Sun Life AMC has the third largest AUM

in terms of corporate bond fund and large cap equity fund AUM as of June 2021.

The following table sets forth the scheme-wise debt-ultra short duration QAAUM and market share of the top 10 AMCs in
India (presented in descending order in terms of QAAUM as of June 2021) as of June 2021:

129
ultra. Market Equity- Market Corporate Market Largecap Market

 

 

 
 

 

 

 

 

short share __ELSS share bondfund share _—equityfund ~—_ share

SBI AMC 123 12.58% 107 7.97% 298 18.65% 274 ~—-:14.82%
HDEC AMC. 172 17.52% 94 7.04% 274 «17.14% 193 10.42%
ICICI Prudential AMC 98 9.99% 86 6.45% 198 12.42% 269 14.54%
Aditya Birla Sun Life AMC 185 18.80% 142 10.58% 240 15.05% 199 10.75%
Kotak Mahindra AMC 119 12.12% 19 1.44% 94 5.91% 25 1.37%
Nippon India AMC 10 1.06% 114 8.51% 26 1.61% 102 5.49%
i 62 6.28% 290 21.68% 43 2.71% 262 14.17%
23 2.32% 48 3.58% 35 2.20% 80 431%
58 5.91% 32 2.36% 221 13.85% Z 0.40%
37 3.73% 85 6.33% 26 (1.63% 27 1.46%

Industry . 982 1,339 1,598 1,851

Source: AMFI, CRISIL Research
Share of Digital Onboarding
Aditya Birla Sun Life AMC ranks among the highest in terms of share of digital onboarding.

The following table sets forth the share of digital onboarding of certain AMCs as of the financial year 2021:

 

 

 

 

Players Definitional of digital contribution FY2021

Aditya Birla Sun Life AMC... Digital share of overall transactions 85%
HDFC AMC Electronic transactions (non-systematic and new systematic) as a percentage >80%

of total transaction

Sales through digital platforms (as a percentage of equity and hybrid mutual 42.25%
UTI AMC..

fund gross sales)
Nippon India AMC Contribution of digital to the lump sum and SIP purchase transactions 49% and 59%

 

Source: Company annual report, CRISIL Research

Aditya Birla Sun Life AMC ranks among the highest in terms of share of digital transactions, which account for 85% of the
overall transactions as of the financial year 2021 while the overall digital onboarding for listed players ranges from 42% to 84%
for the same period.

Growth in Revenue and Profitability
Aditya Birla Sun Life AMC held the fifth position in terms of total revenue in the financial year 2021 among peers.

HDFC AMC leads the industry in terms of revenue with approximately %22 billion in the financial year 2021, followed by
ICICI Prudential AMC and SBI AMC with 220 billion and 216 billion, respectively. Aditya Birla Sun Life AMC’s revenue
was 210.5 billion in the financial year 2021, placing it in fifth position in the revenue list. The variation in the pecking order of
various players in terms of QAAUM and revenues can be attributed to differences in the asset mix and the share of passive
assets managed in the overall assets. Overall, revenues of the top 10 AMCs in the industry recorded a CAGR of 9.82% between
the financial years 2016 and 2021. (Note: Financial benchmarking across CRISIL’s report is based on standalone
(unconsolidated) financial statements of the respective AMCs.)

The following table sets forth the total revenue of the top 10 AMCs in India (presented in descending order in terms of QAAUM.
as of June 2021) for the financial periods indicated:

 

 

  
  

 

 

 

  

 

3M 3M 2016-2021
2016 = -2017-—S +2018 2019 2020 2021 2021 2022 CAGR
(@ in millions)
SBI AMC 5,524 7,779 12,797 15,585 13,169 16,175 NA NA 23.97%
HDEC AM 14,943 15,879 «18,698 = 20,968 = 21,434. 22,017 4,913 6,080 8.06%
ICICI Prudential AMC 10,124 13,497 18,958 20,043 «20,068 22,337 NA NA 15.03%
Aditya Birla Sun LifeAMC 7,565 9,870 12,205 13,117, 11,406 10,549 2,607 3,362 6.88%
Kotak Mahindra AMC 2,400 2,912 5,125 6,513 5,961 6,453 NA NA 21.87%
Nippon India AMC. 12,710 14,004 16,806 = 15,890 11,343 13,257 3,362 3,692 0.85%
Axis AMC. 3,805 5,310 7,524 6,846 4,807 6,553 NA NA 11.49%
UTI AMC 7,496 8,532 10,188 ~——-10,083 8618 9,682 2,704 3,501 5.02%
IDFC AMC 3,256 3,096 3,171 2,794 3,051 3,711 NA NA 2.65%
DSP AMC. 3,867 5,115, 7,568 7,220 4,534 5,806 NA NA 8.47%
Top 10 total .. 71,690 85,995 _ 113,039 119,059 — 104,390 114,490 NA NA 9.82%

 

Source: Company annual reports, CRISIL Research
Notes: Three-month financial benchmarking numbers are based on consolidated numbers as not every listed company reports standalone
numbers; Revenue includes management fees, PMS fees, research support fees, investment advisory fees, and other income. Due to change

130
in accounting regulation in 2018, that marketing and selling expenses are now to be borne by the schemes instead at an AMC-level earlier,
and regulation in overall TER led to a drop in revenue; NA — Not available.

Among the top-10 AMCs, DSP AMC ranks highest in terms of total revenues as a percentage of AAUM in the financial year
2021 followed by Nippon India AMC (0.65%) and UTI AMC (0.60%). Aditya Birla Sun Life AMC ranks sixth in the list with
a ratio of 0.43% in the financial year 2021. In terms of operating revenue as a percentage of AAUM, it is ranked fifth among
peers at of 0.47% in the financial year 2021. Aditya Birla Sun Life AMC is the third best in terms of maintaining revenue as
percentage of AAUM (third highest in terms of change in revenue as a percentage of AAUM from the financial year 2016 to
the financial year 2021) among the top 10 AMCs.

The following table sets forth revenue as a percentage of AAUM of the top 10 AMCs in India (presented in descending order
in terms of QAAUM as of June 2021) for the financial periods indicated:

 

 

 

   

 

Change
Change in bps
in bps (3M
3M. 3M. (2016- 2016-
2016 2017 2018 2019 2020 2021 2021 2022 2021) 3M2022)
SBI AMC 0.58% 0.57% 0.66% 0.60% 0.39% 0.37% NA NA (20.96) NA
HDFC AMC...... 0.87% 0.73% 0.67% 0.65% 0.57% 0.57% 0.53% 0.63% (29.69) (23.70)
ICICI Prudential
AMC.. . 0.61% 0.61% 0.67% 0.64% 0.57% 0.55% NA NA (5.57) NA
Aditya Birla Sun
Life AMC........ 0.57% 0.57% 0.53% 0.53% 0.45% 0.43% 0.41% 0.55% (13.85) (2.00)
Kotak Mahindra
AMC.. 0.44% 0.38% 0.45% 0.47% 0.34% 0.32% NA NA (12.09) NA

Nippon India
0.83% 0.74% += 0.71% = 0.67% += 0.54% 0.65% 0.64% 0.72% = (18.47) — (11.11)
NA

1.15% 1.09% 1.06% 0.81% 0.41% 0.39% NA NA (75.56)

0.73% 0.67% 0.67% 0.63% 0.56% 0.60% 0.70% 0.88% (12.87) 14.94
0.60% 0.54% 0.47% 0.41% 0.32% 0.32% NA NA (27.68) NA
1.00% 0.94% 0.93% 0.84% 0.58% 0.68% NA NA (32.22) NA
0.74% 0.68% 0.68% 0.63% 0.47% 0.48% NA NA (25.63) NA

: Company annual reports, AMFI, CRISIL Research

Note: Financials for the financial years 2021, 2020, 2019 and 2018 are under Ind AS and in IGAAP for earlier years. Due to change in
accounting regulation in 2018, marketing and selling expenses now to be borne by the schemes instead of at an AMC level, and regulation in
overall TER led to a drop in revenue. AAUM is the average of QAAUM for respective fiscal year. Three-month figures in above table are
annualized.

Net profit and operating profit

Stable cumulative net profits as a percentage of AAUM were observed for the top 10 AMCs in the last three years. Given the
high operating leverage in the business, once AMCs achieve a reasonable scale, their profits tend to grow at a much faster pace
than revenues. Cumulative net profits for the top 10 AMCs registered a 23.52% CAGR between the financial years 2016 and
2021, which is faster than the 9.8% CAGR in their revenues during this period. Aditya Birla Sun Life AMC’s net profit recorded
a 19.8% CAGR between the financial years 2016 and 2021.

The following table sets forth the net profit of the top 10 AMCs in India (presented in descending order in terms of QAAUM
as of June 2021) for the financial periods indicated:

 

 

   
 
 
    

 

 

  

 

3M 3M 2016-2021
2016 ©2017,» 2018 «= 2019-2020» 2021 2021 2022 CAGR
(in millions)

SBI AMC 1,654 2,243 3,354 «4,290 6,056 8,628 1,880 2,440 39.15%
HDFC AM 4,779 5,502 7,113 9,302 12,593 13,258 3,024 3,455 22.64%
ICICI Prudential AMC 3,257 4,805 6,138 6,820 10,438 12,454 2,570 3,800 30.77%
Aditya Birla Sun Life AMC. 2,095 2,211 3,415 4,485 4,836 5,171 974 1,549 19.81%
Kotak Mahindra AMC 593 382, 813.2290 3,117 3,233 710 1070 40.38%
Nippon India AM( 3,702 4,048 4,476 «4,752 4,123 6,494 1,561 1,814 11.90%
Axis AMC 316 «570 «= 430.544 1,168 2,437 390 730 50.46%
UTI AMC 2,321 2,908 3,415 3,484 3,092 3,517 1,019 1,550 8.67%
IDFC AMC 1,100 973 1,042 455.—s 801—s«1,430 NA NA 5.39%
DSP AMC. 774 852 2,098 2,486 1,160 2,592 NA NA 27.34%
Top 10 total 20,590 24,494 32,293 38,906 47,384 59,214 NA NA 23.52%

 

Source: Company annual reports, AMFI, CRISIL Research
Note: Financials for the financial years 2021, 2020, 2019 and 2018 are under Ind AS and in IGAAP for earlier years. Three-month figures in
above table are annualized.

131
Aditya Birla Sun Life AMC has witnessed consistent improvement in its net profit as a percentage of AAUM. Aditya Birla Sun
Life holds the sixth position among the top 10 AMCs in terms of net profit to AAUM as of the financial year 2021.

The following table sets forth the net profit as a percentage of AAUM of the top 10 AMCs in India (presented in descending
order in terms of QAAUM as of June 2021) for the financial periods indicated:

 

 

 

 

 

 

 

 

 

 

Change

Change _ in bps

in bps (@M

3M 3M (2016- 2016-

2016 2017 2018 2019 2020 2021 2021 2022 2021) 2022)
SBI AMC.. 0.17% 0.16% 0.17% 0.17% ~ 0.18% 0.20% NA NA 28 NA
HDFC AMC. 0.28% 0.25% 0.26% 0.29% 0.34% 0.35% 0.34% +~—:0.33% 6.5 8.1
ICICI Prudential AMC 0.19% 0.22% 0.22% 0.22% +—:0.30% 0.34% +— 0.32% +~——:0.36% 148 145
Aditya Birla Sun Life AMC... 0.16% 0.13% 0.15% 0.18% 0.19% 0.21% 0.18% 0.22% 51 95
Kotak Mahindra AMC 0.11% 0.05% 0.07% 0.17% + 0.18% 0.16% 0.17% 0.17% 5.0 12.4
Nippon India AMC 0.24% 0.21% 0.19% 0.20% — 0.20% 0.32% +~—0.35% +~—:0.30% 7.6 9.2
Axis AMC.. 0.10% 0.12% 0.06% 0.06% 0.10% 0.15% 0.12% 0.14% 47 2.0
UTI AMC 0.23% 0.23% 0.23% 0.22% +~—:0.20% 0.22% +~—0.30% ~—:0.33% (0.9) 10.1
IDFC AMC 0.20% 0.17% 0.15% 0.07% 0.08% 0.12% NA NA (7.5) NA
DSP AMC.. 0.20% 0.16% 0.26% 0.29% 0.15% 0.30% NA NA 10.3 NA
Average of top 1 0.19% 0.17% 0.18% 0.19% 0.19% 0.25% NA NA 6.0 NA

 

Source: Company annual reports, AMFI, CRISIL Research
Note: Financials for the financial years 2021, 2020, 2019 and 2018 are under Ind AS and in IGAAP for earlier years. Three-month figures in
above table are annualized.

Aditya Birla Sun Life AMC’s operating profit as a percentage of AAUM is the third highest among top-five players as of the
financial year 2021.

The following diagram sets forth the operating profit as a percentage of AAUM of the top 10 AMCs in India (presented in
descending order in terms of QAAUM as of June 2021) for the financial periods indicated:

 

 

  
  

 

 

 

 

 

Change

Change in bps

inbps (3M

3M 3M —(2016-—.2016-

2016 ©2017: «2018 «= 2019-2020» -2021S 2021 2022-2021) +2022)
SBI AMC. 0.25% 0.21% 0.24% 0.22% 0.21% 0.22% NA NA (3.13) NA
HDFC AMC 0.38% 0.32% 0.46% 0.38% 0.41% 0.36% 0.33% += 0.28% +~—— (1.57) (10.08)
ICICI Prudential AMC. 0.29% 0.31% 0.33% 0.31% 0.40% 0.39% NA NA 9.83 NA
Aditya Birla Sun Life AMC... 0.23% 0.16% 0.19% 0.23% 0.23% 0.22% 0.15% 0.19% (0.58) (3.52)
Kotak Mahindra AMC 0.13% 0.07% 0.10% 0.24% 0.22% 0.19% NA NA 5.86 NA
Nippon India AMC. 0.25% 0.24% 0.33% 0.31% 0.29% 0.25% 0.23% +~—0.27% +~—(0.48) 2.43
Axis AMC... 0.09% 0.11% 0.07% 0.09% 0.13% 0.17% NA NA 8.34 NA
UTI AMC.. 0.27% 0.24% 0.32% 0.30% 0.24% 0.14% 0.34% += 0.35% ~— (13.43) 8.33
0.28% 0.21% 0.12% 0.10% 0.11% 0.30% NA NA 2.29 NA
0.27% 0.18% 0.61% 0.35% 0.17% 0.24% NA NA (2.72) NA
Average of top 10. ve 0.25% 0.21% 0.28% 0.25% + 0.24% + 0.25% NA NA (0.16) NA

 

Source: Company annual reports, AMFI, CRISIL Research
Note: Financials for the financial years 2021, 2020, 2019 and 2018 are under Ind AS and in IGAAP for earlier years. Operating profit as a
percentage of AAUM is calculated as revenue from operations minus total expenditure as a percentage of AAUM in that year.

Return on Equity (“RoE”)

Aditya Birla Sun Life AMC is the sixth largest player in terms of RoE in the financial year 2021. ICICI Prudential AMC has
the highest RoE (80.28%), followed by Axis AMC (43.07%) and IDFC AMC (42.56%) as of the financial year 2021.

The following diagram sets forth the RoE of the top 10 AMCs in India (presented in descending order in terms of QAAUM as
of June 2021) for the financial periods indicated:

 

 
    
 

 

Change in
bps (2016-
2016 2017 2018 2019 2020 2021 2021)
28.60% 32.20% 36.70% 35.40% 36.10% 37.84% 924
HDFC AMC 42.10% 42.80% 40.30% 35.00% 35.60% 30.11% (1,199)
ICICI Prudential 60.50% 70.10% 76.00% 66.30% 83.10% 80.28% 1,978
Aditya Birla Sun Life AMC 28.90% 25.20% 33.00% 36.70% 37.24% 33.70% 480
Kotak Mahindra AMC 66.80% 27.90% 41.60% 65.30% 51.10% 35.17% (3,163)
Nippon India AMC... 27.00% 24.40% 21.40% 19.50% 16.20% 23.30% (370)

 

132
22.60% 30.90% 18.30% 19.30% 31.20% 43.07% 2,047

 

 

15.90% 17.10% 17.10% 15.20% 12.40% 12.85% (305)

102.70% — 55.7037.% 41.00% 15.80% 27.33% 42.56% (6,014)

DSP AMC... 16.50% 15.50% 28.90% 25.30% 10.00% 19.11% 261
Average of top 10 41.20% 34.20% 35.40% 33.40% 32.00% 35.80% 540

 

Source: Company annual reports, AMFI, CRISIL Research
Note: RoE (based on standalone number) is calculated as profit after tax of the current year divided by average net worth of current year and
preceding year.

Cost Structure

On average, total cost as a percentage of income of the top 10 AMCs was 40.5% in the financial year 2021 as compared with
47.97% in the financial year 2020.

Aditya Birla Sun Life AMC has been able to keep its costs in check, relative to its income. The total cost to income ratio for
Aditya Birla Sun Life AMC dropped to 46.69% in the financial year 2021 from 49.32% in the financial year 2020. HDFC AMC
and ICICI Prudential had the lowest total cost to income ratio of 20.57% and 28.24%, respectively, in the financial year 2021.

For the top 10 AMCs, average employee cost as a percentage of AAUM declined from 0.14% in the financial year 2016 to
0.10% in the financial year 2021. Aditya Birla Sun Life AMC too saw its employee costs as a percentage of AAUM declining
from 0.12% in the financial year 2016 to 0.09% in the financial year 2021.

The following table sets forth the employee cost as a percentage of AAUM of the top 10 AMCs in India (presented in descending
order in terms of QAAUM as of June 2021) for the financial periods indicated:

 

 

 

 

 

 

 

Changes
Change in in bps
3M 3M bps (2016- (2016-
2016 2017 2018 2019 2020 2021 2021 2022 2021) 2022)
SBIAMC.... 0.11% 0.10% 0.08% 0.08% 0.07% 0.05% NA NA (6) NA
HDFC AMC 0.08% 0.07% 0.07% 0.06% 0.06% 0.06% 0.06% 0.08% (2) 0
ICICI
Prudential
AMC 0.09% 0.08% 0.08% 0.08% 0.08% 0.07% NA NA (2) NA
Aditya Birla
Sun Life
AMC.. 0.12% 0.10% 0.10% 0.11% 0.09% 0.09% 0.11% 0.10% (3) (2)
Kotak
Mahindra
AMC.. 0.10% 0.08% 0.07% 0.06% 0.05% 0.06% NA NA (4) NA
Nippon India
AMC. 0.13% 0.10% 0.10% 0.12% += 0.13% +~—:0.12% 0.16% 0.12% qa) a)
Axis AMC 0.21% 0.22% 0.18% 0.18% 0.13% 0.10% NA NA (11) NA
UTI AM 0.24% 0.20% 0.19% 0.17% 0.20% 0.21% 0.29% 0.20% (3) (4)
IDFC AMC. 0.10% 0.09% 0.10% 0.13% 0.10% 0.08% NA NA (2) NA
DSP AMC... 0.23% 0.21% 0.16% 0.17% 0.18% 0.17% NA NA (6) NA
Average of
top 10..... 0.14% 0.138% + 0.11% 0.12% += 0.11% =~ 0.10% NA NA (4) NA

The following table sets forth the admin cost (including depreciation) as a percentage of AAUM of the top 10 AMCs in India
(presented in descending order in terms of QAAUM as of June 2021) for the financial periods indicated:

 

 

 

 

 

 

 
 
  
  
 
 

Change in
bps (2016-
2016 = -2017_-—«S 2018 = 2019-2020 2021 2021)

SBI... 0.07% 0.07% ~ 0.06% ~ 0.05% ~ 0.04% 0.03% (4)
HDFC AMC... 0.08% 0.07% 0.06% 0.06% 0.04% 0.04% (4)
ICICI Prudential AMC . 0.05% 0.05% 0.05% 0.05% 0.03% 0.06% (1)
Aditya Birla Sun Life AMC 0.07% 0.07% 0.06% 0.06% 0.05% 0.05% (2)
Kotak Mahindra AMC 0.05% 0.05% 0.04% 0.04% 0.03% +—0.03% (2)
Nippon India AMC 0.13% 0.13% 0.12% 0.11% 0.08% +~——_0.08% (5)
Axis AM 0.11% 0.06% 0.05% 0.06% 0.04% +——-0.08% 3)
UTI AMC 0.08% 0.07% 0.06% 0.07% 0.07% 0.07% (1)
IDFC AMC. 0.16% 0.18% 0.21% 0.14% 0.07% 0.04% (12)
DSP AMC. 0.23% 0.14% 0.10% 0.09% 0.14% +~——-0.07% (16)
Average of top 1 0.10% 0.09% 0.08% 0.07% 0.06% +=» 0.05% (6)

133
The following table sets forth the marketing cost as a percentage of AAUM of the top 10 AMCs in India (presented in
descending order in terms of QAAUM as of June 2021) for the financial periods indicated:

 

 

 

 

 

     
  

Change in
bps (2016-
2016 2017 2018 2019 2020 2021 2021)

SBI AMC.. 0.13% 0.15% 0.24% 0.21% 0.04% 0.01% (12)
HDFC AMC 3 0.29% 0.22% 0.16% 0.09% 0.01% 0.00% (29)
ICICI Prudential AMC ....cse- 0.15% 0.14% 0.21% 0.17% 0.04% 0.01% (14)
Aditya Birla Sun Life AMC 0.13% 0.20% 0.17% 0.13% 0.06% 0.02% (11)
Kotak Mahindra AMC. 0.14% 0.16% 0.22% 0.13% 0.03% 0.01% (13)
Nippon India AMC. 0.24% 0.20% 0.21% 0.15% 0.04% 0.01% (23)
Axis AMC 0.72% 0.68% 0.74% 0.47% 0.08% 0.01% (71)
UTI AMC.. 0.07% 0.08% 0.09% 0.07% 0.01% 0.01% 6)
IDFC AMC .. 0.03% 0.02% 0.04% 0.02% 0.02% 0.01% 2)
DSP AMC 7 0.21% 0.36% 0.29% 0.14% 0.03% 0.00% (21)
Average of top 10. ‘ 0.21% 0.22% 0.24% 0.16% 0.04% 0.01% (20)

 

Source: AMFI, CRISIL Research
Note: (*) Marketing cost includes marketing, advertising and publicity fund expenses, brokerage and incentives scheme compensation
expenses, schemes related expenses, entertainment and business promotion expenses; () — including depreciation.

List of short names used in CRISIL’s report and their corresponding full names

AMC short name Full name

SBI AMC... SBI Funds Management Private Ltd

HDFC AMC HDEC Asset Management Company Ltd

ICICI Prudential AMC, ICICI AMC ICICI Prudential Asset Management Company Ltd
Aditya Birla Sun Life AMC, ABSL AMC... Aditya Birla Sun Life AMC Ltd.

Kotak Mahindra AMG, Kotak AMC..... Kotak Mahindra Asset Management Company Ltd
Nippon India AMC, Nippon AMC.
Axis AMC.

 

 

 

 

 

Nippon Life India Asset Management Ltd

 

 

Axis Asset Management Company Ltd

 

 

  

UTIAMC.. UTI Asset Management Company Ltd
IDFC AMC. IDFC Asset Management Company Ltd
DSP AMC DSP Investment Managers Private Ltd
BNP Paribas AMC BNP Paribas AMC

 

Franklin Templeton AMC.
HSBC AMC
IIFL AMC

Franklin Templeton Asset Management (India) Private Ltd
HSBC Asset Management (India) Private Ltd
IIFL Asset Management Ltd

 

 

 

 

 

 

Invesco AMC .. Invesco Asset Management (India) Private Ltd
LIC AMC.. LIC Mutual Fund Asset Management Ltd
Motilal Oswal AMC. Motilal Oswal Asset Management Company Ltd
PGIM AMC...... PGIM India Asset Management Private Ltd

 

134
OUR BUSINESS

We have included various operational and financial performance indicators in this Prospectus, many of which may not be
derived from our Restated Consolidated Financial Information. The manner in which such operational and financial
performance indicators are calculated and presented, and the assumptions and estimates used in such calculations, may vary
from that used by other companies in India and other jurisdictions. For the purposes of this section, for certain analyses we
have used historical methodologies and internal categorizations to enable a consistent representation of our business. Such
information may vary from similar information publicly disclosed by us in compliance with applicable regulations in India.
Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision, and
should consult their own advisors and evaluate such information in the context of the Restated Consolidated Financial
Information and other information relating to our business and operations included in this Prospectus.

Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are to the 12-
month period ended March 31 of that year. Financial information for the three months ended June 30, 2021 and June 30, 2020
are not indicative of full year results and are not comparable with the annual financial statements presented in this Prospectus.

Unless otherwise specified in this section, reference to quarterly average assets under management (“QAAUM ”) and monthly
average assets under management (“MAAUM”) as of a given date refers to the average assets under management of our
mutual fund schemes, excluding our domestic FoFs, for the quarter or month ended on the specified date.

The industry-related information contained in this Prospectus is derived from the CRISIL Report dated September 2021 which
has been commissioned and paid for by our Company for an agreed fee for the purposes of confirming our understanding of
the industry exclusively in connection with the Offer. We officially engaged CRISIL Research, a division of CRISIL Limited, in
connection with the preparation of the CRISIL Report on March 24, 2021.

Overview

We are ranked as the largest non-bank affiliated AMC in India by QAAUM since March 31, 2018, and among the four largest
AMCs in India by QAAUM since September 30, 2011, according to the CRISIL Report. We managed total AUM of 22,936.42
billion under our suite of mutual fund (excluding our domestic FoFs), portfolio management services, offshore and real estate
offerings, as of June 30, 2021. We believe we have achieved this leadership position through our focus on consistent investment
performance, extensive distribution network, brand, experienced management team and superior customer service.

Since our inception in 1994, we have established a geographically diversified pan-India distribution presence covering 284
locations spread over 27 states and six union territories. Our distribution network is extensive and multi-channeled with a
significant physical as well as digital presence, and included over 66,000 KYD-compliant MFDs, over 240 national distributors
and over 100 banks/financial intermediaries, as of June 30, 2021. We managed 118 schemes comprising 37 equity schemes
(including, among others, diversified, tax saving, hybrid and sector schemes), 68 debt schemes (including, among others, ultra
short-duration, short-duration and fixed-maturity schemes), two liquid schemes, five ETFs and six domestic FoFs, as of June
30, 2021. Our flagship schemes include Aditya Birla Sun Life Frontline Equity Fund and Aditya Birla Sun Life Corporate Bond
Fund, both of which have grown to become leading funds in India under our management. Our total QAAUM (excluding our
domestic FoFs) has grown over the years and was 2,754.54 billion, 22,692.78 billion, 22,475.22 billion and 22,464.80 billion
as of June 30, 2021 and March 31, 2021, 2020 and 2019, respectively. In addition, we provide portfolio management services,
offshore and real estate offerings and we managed total AUM of 2115.15 billion as part of such services, as of June 30, 2021.
We cater to a wide range of customers from individuals to institutions through this pan-India network and offering of customer
solutions, which positions us well to attract a large segment of the Indian mutual fund market across varying customer
requirements and risk profiles and to develop a broad customer franchise with a strong retail customer base. Our MAAUM
from institutional investors was 21,503.04 billion as of June 30, 2021, which was fourth largest among our peers, according to
the CRISIL Report. Similarly, our MAAUM from individual investors was 21,333.53 billion as of June 30, 2021.

Our leadership position, product mix, cost base and scale has contributed to our strong financial performance. For the three
months ended June 30, 2021 and June 30, 2020, and the financial years 2021, 2020 and 2019, our total income was 23,362.45
million, 32,607.47 million, 712,058.41 million, 712,347.68 million and 714,072.50 million, respectively, our profit before tax
was 22,058.89 million, 21,301.17 million, 26,958.88 million, 76,607.29 million and 26,457.67 million, respectively, and our
profit after tax was 21,549.44 million, 2973.51 million, 5,262.80 million, 24,944.02 million and 24,467.99 million,
respectively. As a result, for the three months ended June 30, 2021 and June 30, 2020, and the financial years 2021, 2020 and
2019, our ratio of total revenue to total mutual fund AAUM was 0.49%, 0.49%, 0.49%, 0.49% and 0.57%, respectively, our
ratio of profit before tax to total mutual fund AAUM was 0.30%, 0.24%, 0.28%, 0.26% and 0.26%, respectively, and our ratio
of profit after tax to total mutual fund AAUM was 0.23%, 0.18%, 0.22%, 0.20% and 0.18%, respectively. For the same periods,
our ratio of total cost to total mutual fund AAUM was 0.19%, 0.24%, 0.21%, 0.23% and 0.31%, respectively, and our ratio of
employee cost to total mutual fund AAUM was 0.10%, 0.11%, 0.10%, 0.10% and 0.11%, respectively. For the same periods,
we achieved a return on net worth of 8.60% (not annualized), 6.88% (not annualized), 30.87%, 37.54% and 36.61%,
respectively.

135,
Our focus on improving our equity-oriented scheme mix is a significant factor in enhancing our profitability, as equity-oriented
schemes generally generate higher management fees compared to other schemes. Our equity-oriented MAAUM grew at a
CAGR of 24.94% from 2323.45 billion as of March 31, 2016 to 2984.80 billion as of March 31, 2021, and further to 71,080.44
billion as of June 30, 2021. Correspondingly, our share of equity-oriented MAAUM in total MAAUM increased from 23.66%
as of March 31, 2016 to 38.09% as of June 30, 2021. This 14.43% increase in equity mix was greater than the industry’s increase
of 13.65% over the same period, and was the second highest increase among the five largest AMCs in India by MAAUM,
according to the CRISIL Report.

We have also achieved substantial growth in our individual investor MAAUM and customer base, which comprises both our
retail and HNI investors. We are the fifth largest player in terms of market share in individual MAAUM among the top 10
AMCs as of June 30, 2021, according to the CRISIL Report. Our individual investor MAAUM grew at a CAGR of 18.38%
from %546.13 billion as of March 31, 2016 to 71,269.82 billion as of March 31, 2021, and further to 71,333.53 billion as of
June 30, 2021. Correspondingly, our individual investor MAAUM mix increased from 39.95% as of March 31, 2016 to 47.01%
as of June 30, 2021, which was the second highest increase among the five largest AMCs in India by QAAUM, according to
the CRISIL Report. Consistent with our leadership position in individual investor MAAUM, our number of total investor folios
(including our domestic FoFs) more than doubled from 2.93 million as of March 31, 2016 to 7.07 million as of March 31, 2021,
representing a CAGR of 19.27%, which was greater than the industry increase of 15.48% over the same period and the third
highest increase among the five largest AMCs in India by MAAUM, according to the CRISIL Report, and further to 7.18
million folios as of June 30, 2021.

We have maintained a market leading position in B-30 penetration over the years, which we believe has further contributed to
the growth of our individual investor base as well as improvement in profitability. Our B-30 cities MAAUM was 2447.01
billion as of June 30, 2021, and our share of MAAUM from B-30 cities in total MAAUM as of June 30, 2021 was the second
highest amongst the five largest AMCs in India in terms of MAAUM, according to the CRISIL Report. Our share of MAAUM
from B-30 cities in total MAAUM increased from 13.44% as of March 31, 2019 to 15.76% as of June 30, 2021, which was the
highest increase among the five largest AMCs in India in terms of MAAUM, according to the CRISIL Report.

Our systematic transactions have achieved similar growth, with our number of outstanding SIPs more than tripling from 0.86
million as of March 31, 2016 to 2.80 million as of June 30, 2021. Correspondingly, our AUM from SIPs grew from 285.23
billion (representing 25.70% of our total equity-oriented mutual fund AUM) as of March 31, 2016 to 2456.92 billion
(representing 41.70% of our total equity-oriented mutual fund AUM) as of June 30, 2021. We believe these attractive increases
in equity mix, individual investor customer base and systematic transactions have been largely driven by our focus on customers,
our distributors and wide channel distribution across all locations including smaller emerging markets, our development of
powerful digital platforms, the consistent performance of our schemes and diversity of portfolio of schemes offered, and our
dedication to providing superior customer service.

We have automated and digitized several aspects of our operations including in relation to customer onboarding, online
payments and other transactions, fund management, dealing, accounting, customer service, data analytics and other functions.
Our online engagement has seen continued growth in recent years, and our proportion of digital transactions in total transactions
(excluding SIP and STP installments) increased from 70.92% for the financial year 2019 to 87.75% for the financial year 2021.
Similarly, the number of investors that we added through digital channels increased from 63.66% for the financial year 2020 to
80.98% for the financial year 2021.

Our Company is currently set up as a joint venture between ABCL and Sun Life AMC. ABCL is the listed non-operating
holding company of the financial services businesses of the Aditya Birla group, a Fortune 500 global conglomerate. Through
its various subsidiaries, ABCL managed total AUM of 23,432.66 billion, had a consolidated lending book of over %571.82
billion and an active customer base of over 25 million customers, as of June 30, 2021. Sun Life Financial Inc., the ultimate
holding company of Sun Life AMC, is a leading international financial services organization providing insurance, wealth and
asset management solutions to individual and corporate clients. Sun Life Financial Inc. had a market capitalization of C$37.43
billion and total AUM of C$1,360.69 billion, as of June 30, 2021.

Our Strengths
Largest Non-bank Affiliated Asset Manager in India

We have been amongst the leaders in the Indian mutual fund industry as demonstrated by our leading position across a number
of key indicators. We have maintained our position as the largest non-bank affiliated AMC in India by QAAUM since March
31, 2018 as well as among the four largest AMCs in India by QAAUM since September 30, 2011, according to the CRISIL
Report. Our total QAAUM grew at a CAGR of 14.55% from 21,365.03 billion as of March 31, 2016 to 22,692.78 billion as of
March 31, 2021, and further to 22,754.54 billion as of June 30, 2021.

Further, our equity-oriented MAAUM grew at a CAGR of 24.94% from 2323.45 billion as of March 31, 2016 to 2984.80 billion

as of March 31, 2021, and further to 71,080.44 billion as of June 30, 2021. Correspondingly, our share of equity-oriented

MAAUM in total MAAUM increased from 23.66% as of March 31, 2016 to 38.09% as of June 30, 2021. This 14.43% increase

in equity mix was greater than the industry increase of 13.65% over the same period, and was the second highest increase among
136
the five largest AMCs in India by MAAUM, according to the CRISIL Report. Correspondingly, our share of SIP AUM in total
equity-oriented mutual fund AUM increased from 25.70% as of March 31, 2016 to 41.70% as of June 30, 2021. In India, as
equity-oriented schemes generally pay higher management fees compared to other schemes, a higher equity-oriented scheme
mix helps us achieve higher revenues and profitability. We have also experienced substantial growth in our individual investor
MAAUM over the years. See “~ Growing Individual Investor Customer Base Driven By Strong Systematic Flows and B-30
Penetration” on pages 137-138. According to the CRISIL Report, individual investors prefer equity-oriented schemes and tend
to stay invested for longer periods, providing relatively predictable, committed AUMs and profitability.

We believe our size and leading position provides us with a competitive advantage by increasing both investor and distributor
confidence in our products and services, providing us greater access to customer data for analytics as well as allows us to make
significant investments toward our growth and operational efficiency including in digital platforms and technology initiatives.

Well-Recognized Brand with Experienced Promoters

We benefit from the strong track record, reputation and experience of our Promoters, ABCL (an Aditya Birla group company)
and Sun Life AMC, and their respective affiliates, which have enabled us to build a brand that our customers trust and that has
a strong recall.

The Aditya Birla group is a multi-national conglomerate and, over the last seven decades, has grown to become one of India’s
largest and most respected corporate groups. The Aditya Birla group holds a leadership position in a variety of sectors such as
metals, cement, carbon black, viscose staple fibre, mobile telecommunications, textiles, fashion retail, chemicals and financial
services, among others, and employs approximately 120,000 people with operations in 36 countries around the world. ABCL,
one of our Promoters and shareholders, is the listed non-operating holding company of the Aditya Birla group’s financial
services businesses. For the three months ended June 30, 2021 and the financial year 2021, ABCL had revenues of 242.99
billion and 2192.48 billion, respectively. As of June 30, 2021, ABCL had a market capitalization of 2283.21 billion and, through
its subsidiaries and joint ventures, managed total AUM of 23,432.66 billion, and had a consolidated lending book of 2571.82
billion and an active customer base of over 25 million customers. Powered by more than 22,000 employees, the subsidiaries of
ABCL have a nationwide reach with over 850 branches and over 200,000 agents and channel partners as well as several bank
partners. The Aditya Birla brand has strong resonance and recall with India’s populace, with ABCL being awarded “Brand of
the Year” at the Indian Content Marketing Awards 2020 and one of the “Top 25 Innovative Companies” in India at the CII
Industrial Innovation Awards 2020. We believe that we benefit immensely from the Aditya Birla brand’s association with trust,
quality and reliability due to the Aditya Birla group’s long established, successful and diversified business presence in India.

Sun Life is a leading international financial services organization providing insurance, wealth and asset management solutions
to individual and corporate clients. Sun Life has operations in a number of markets worldwide, including Canada, the United
States, the United Kingdom, Hong Kong, Australia and several countries across Asia. As of June 30, 2021, Sun Life Financial
Inc. had a market capitalization of C$37.43 billion and total AUM of C$1,360.69 billion, which grew at a rate of 9.48% per
annum over the last five years between June 30, 2016 and June 30, 2021. Sun Life Financial Inc. is the ultimate holding company
of Sun Life AMC, one of our Promoters and shareholders. Sun Life AMC had revenues of C$37.69 million (unaudited) for the
calendar year 2020. Sun Life Financial Inc. and its affiliates, including MFS Investment Management, provide investment
management solutions to retail and institutional clients around the world through traditional active asset management products,
retirement solutions, liability driven investing, multi-asset strategies, quantitative strategies, high net worth solutions and
managed portfolios. Sun Life has experience in investing across multiple asset classes around the world including equities,
fixed income, real estate, infrastructure and managed funds. We believe we benefit from Sun Life’s global experience including
in the areas of fund management, distribution, products and offshore business development. Sun Life also provides us with
support in launching new products in India and overseas as well as access to partnership opportunities and global reach for the
development of our offshore funds business.

Growing Individual Investor Customer Base Driven By Strong Systematic Flows and B-30 Penetration

Our individual investor MAAUM grew a CAGR of 18.38% from 2546.13 billion as of March 31, 2016 to 21,269.82 billion as
of March 31, 2021, and further to 21,333.53 billion as of June 30, 2021. According to the CRISIL Report, we were the fifth
largest player in terms of market share in individual AUM among the top 10 AMCs as of June 30, 2021. Correspondingly, our
individual investor MAAUM mix increased from 39.95% as of March 31, 2016 to 47.01% as of June 30, 2021, which was the
second highest increase among the five largest AMCs in India by QAAUM, according to the CRISIL Report. Consistent with
our market leading position in individual investor MAAUM, our total investor folios more than doubled from 2.93 million
(representing a 6.14% market share of investor folios in India) as of March 31, 2016 to 7.07 million (representing a 7.13%
market share of investor folios in India) as of March 31, 2021, which was greater than the industry increase of 15.48% over the
same period and the third highest increase among the five largest AMCs in India by MAAUM, according to the CRISIL Report.

We believe our growth in our individual investor MAAUM and customer base has been largely driven by development of our
digital platforms, particularly in the utilization of systematic transactions by our customers, as well as our focus on building
relationships with distributors and wide channel distribution across smaller emerging markets, especially through deepening
our B-30 cities presence:

137
. Systematic transactions. We believe that investments through systematic transactions have become a popular form of
investing in the mutual funds as it offers customers the opportunity to invest smaller amounts over longer periods and
helps mitigate the risk of market timing. The cornerstone of our sales effort has been to build a strong pipeline of such
systematic flows, which helps in providing a steady and predictable increase in AAUM month over month. We offer
a range of systematic transaction options and add-on features including SIPS, STPs and SWPs, see “~ Description of
our Business — Systematic Transactions” on pages 150-151. Over the years, SIPs have become a material portion of
our AUM, and accounted for 41.70% of our total equity-oriented mutual fund AUM and 33.99% of our total individual
investor mutual fund AUM, as of June 30, 2021. Our outstanding SIPs grew from 0.86 million as of March 31, 2016
to 2.80 million as of June 30, 2021, and our SIP AUM grew from 285.23 billion to 2456.92 billion over the same
period. Correspondingly, our share of SIP AUM in total equity-oriented mutual fund AUM increased from 25.70% to
41.70% over the same period, higher than the industry share of 31.36% as of June 30, 2021, according to the CRISIL
Report.

. B-30 penetration. We believe that focusing our expansion on underpenetrated B-30 cities has helped grow our retail
customer acquisition and retention rates. Our MAAUM from B-30 cities was 2447.01 billion as of June 30, 2021. Our
share of MAAUM from B-30 cities in total MAAUM as of June 30, 2021 was the second highest amongst the five
largest AMCs in India in terms of MAAUM, according to the CRISIL Report. Our share of individual MAAUM from
B-30 cities (B-15 cities prior to March 2018) in total individual MAAUM increased from 19.32% as of March 31,
2016 to 27.35% as of June 30, 2021. Similarly, our share of equity-oriented MAAUM from B-30 cities (B-15 cities
prior to March 2018) in total equity-oriented MAAUM increased from 24.51% as of March 31, 2016 to 28.82% as of
June 30, 2021. As of June 30, 2021, our market share of individual MAAUM from B-30 cities was 7.80% and our
market share of MAAUM from B-30 cities was 8.03%. As of June 30, 2021 and March 31, 2021, 2020 and 2019, out
of the total locations we served, we had 233, 233, 228 and 196 branches and EMs, respectively, located in B-30 cities.
According to the CRISIL Report, a large part of industry growth is expected to come from B-30 cities, and AMCs
with an existing large presence in B-30 cities will be well placed to attract customers in these locations due to their
established position, infrastructure and distribution capabilities.

We believe that we have earned a reputation as an industry leader in quality and service excellence by staying relevant to our
individual investors, and by providing them with need-based product solutions to meet their financial goals as well as continued
support and engagement through various channels.

Diverse Product Portfolio with Fund Performance supported by Research Driven Investment Philosophy

As of June 30, 2021, we managed 112 mutual fund schemes, several of which have recorded superior performance compared
to industry averages, as well as six domestic FoFs. We also provide portfolio management services, offshore funds and
alternative investments. Further, our fund offerings can be customized to meet an individual’s specific financial goals in the
form of savings solutions, regular income solutions, tax saving solutions and wealth solutions. We believe our well-diversified
product suite has allowed us to cater to the varying needs and risk profiles of our investors and effectively navigate through
changes in economic conditions.

We consistently demonstrate strength in our variety of product offerings and have a long history and track record of innovation
in schemes, with certain of our schemes being the first of their kind in India. We believe we have been able to successfully
enhance our portfolio of schemes through our rigorous and research-driven product development processes and focus on
identifying pockets of differentiation. Further, our disciplined and structured investment processes have led to strong
performance across our schemes. Under our management, our Aditya Birla Sun Life Frontline Equity Fund, which hid QAAUM
of 2198.95 billion as of June 30, 2021, has grown to become the fourth largest among the large cap equity schemes of the top
10 AMCs in India as of such date, in terms of QAAUM, according to the CRISIL Report. Our Aditya Birla Sun Life Corporate
Bond Fund, which had a QAAUM of 2240.47 billion as of June 30, 2021, was the third largest corporate bond fund in India as
of such date, in terms of QAAUM, according to the CRISIL Report. For more information, see “~ Description of our Business
~ Product Development Cycle” and “~ Description of our Business — Our Investment Teams and Strategy” on page 150 and
151-153, respectively.

Further, according to Value Research, our (i) Aditya Birla Sun Life Income Fund, which we launched on October 9, 1995, is
the second fund to be launched in the open-ended income category, (ii) Aditya Birla Sun Life Liquid Fund, which we launched
on June 9, 1997, is the first scheme to be launched in the liquid scheme category, (iii) Aditya Birla Sun Life MNC Fund, which
we launched on December 27, 1999, is the first multinational companies fund in the industry, (iv) Aditya Birla Sun Life
Dividend Yield Fund, which we launched on January 23, 2003, is the first mutual fund scheme to be launched in the dividend
yield category, and (v) Aditya Birla Sun Life GenNext Fund, which we launched on June 14, 2005, was the first consumption
theme-focused fund.

According to the CRISIL Report, 13 of our top open-ended schemes, which accounted for 64.40% of our QAAUM as of June

30, 2021 have outperformed our peers under the 10-year annualized return horizon as of June 30, 2021. See also “~ Description
of our Business — Performance of our Schemes” on pages 149-150. The following table sets forth the performance of certain of

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our key open-ended schemes relative to the performance of the relevant benchmark index and the average of the performance

of comparable schemes of peers, as of June 30, 2021:

 

  

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scheme and Relevant Date of Total 1-year 3-year 5-year 10-year Since
Benchmark* Inception QAAUM Return Return Return Return Inception
(Zin
billions)
Equity schemes
Aditya Birla Sun Life Frontline August
Equity Fund. 2002 198.95 54.56% 12.48% 12.46% 13.16% 19.88%
NIFTY 50 Total Return Inde: 54.58% 15.00% 15.08% 12.14%
Peer averag 52.60% 13.45% 13.56% 12.48%
Aditya Birla Sun Life Flexi Cap August
Fund 1998 137.44 63.51% 14.57% 15.67% 15.24% 22.57%
S&P BSE AllCap Total Return
Inde: 63.29% 15.22% 15.55% 12.93%
Peer average 58.05% 15.08% 14.66% 14.30%
Aditya Birla Sun Life Tax Relief, March
96 Fund... 1996 136.76 35.52% 8.64% 12.15% 13.73% 23.12%
S&P BSE 200 Total Return Index 58.77% 15.40% 15.63% 12.95%
Peer average... 58.67% 13.54% 13.51% 13.93%
Aditya Birla Sun Life Equity
Hybrid ‘95 Fund.... Feb 1995 77.36 49.53% 10.08% 10.46% 12.07% 19.19%
CRISIL Hybrid 35+65 Agree
Total Return Index..... 37.86% 14.27% 13.62% 11.88%
Peer average... 48.30% 12.55% 12.28% 12.31%
Debt schemes
Aditya Birla Sun Life Corporate March
Bond Fund... 1997 240.47 6.18% 9.28% 8.43% 9.05% 9.30%
NIFTY Corporate Bond Total
Return Index... 7.23% 9.36% 8.35% 9.04%
Peer average... 5.58% 8.39% 7.97% 8.51%
Aditya Birla Sun Life Savings
Fund .. April 2003 184.54 4.84% 7.20% 7.36% 8.38% 7.65%
CRISIL Ultra Short Term Debt
Total Return Index 4.55% 6.75% 6.93% 8.03%
Peer average... 4.09% 5.66% 6.16% 7.45%
Aditya Birla Sun Life Low
Duration Fund May 1998 169.37 4.90% 7.20% 7.08% 7.90% 7.40%
NIFTY Low Duration Debt Total
Return Index. 4.63% 6.93% 6.99% 8.06%
Peer average... 4.77% 6.66% 6.86% 7.95%
Aditya Birla Sun Life Banking &
PSU Debt Fund April 2002 150.28 5.42% 8.87% 8.24% 9.16% 8.61%
NIFTY Banking and PSU Debt
Total Return Index..... 5.52% 8.62% 7.63% 8.51%
Peer average... 5.03% 8.34% 7.75% 8.51%
Liquid schemes
Aditya Birla Sun Life Liquid
Fund... June 1997 316.83 3.20% 5.44% 6.03% 7.54% 7.20%
CRISIL Liquid Fund Total
Return Index... 3.71% 5.70% 6.19% 7.40%
Peer average... 3.16% 5.34% 5.95% 7.46%
Aditya Birla Sun Life Overnight
Fund... Nov 2018 105.50 3.00% So = — 4.28%
CRISIL Overnight Index. 3.18% So = —
Peer average... 3.01% - - -

 

*Source: AMFI, CRISIL Research

Note: Returns are depicted for the regular plan, with growth option of the schemes. Peer performance is measured based on the average of
the comparable schemes of our the top AMCs in India by QAAUM as of June 30, 2021 according to the CRISIL Report. Not all peers may
have comparable schemes or performance information available over the presented periods.

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Pan-India, Diversified Distribution Network

We have established a geographically diversified pan-India distribution presence that is not only extensive but multi-channeled,
with a significant physical as well as digital presence. As of June 30, 2021, we had a presence in 284 locations, comprising 194
branches in India (and three outside India), spread over 27 states and six union territories, which were supplemented by 90 EM
representatives. Of these, 143 branches and all 90 of our EM representatives were located in B-30 cities. We believe that EM
areas are untapped markets in India which have a high potential of assisting us in growing our AUM and expanding to new
catchment areas without material capital expenditure. Successful EM representative-led areas generally result in the
establishment of branches, and in the three months ended June 30, 2021 and the financial year 2021, we converted 5 and 15
EM locations, respectively, into branch offices. We believe our hub and spoke model further enables us to more effectively
leverage our extensive branch and EM representatives network as well as keep distribution costs low.

Our capability to build deep and strong relationships with distributors is demonstrated by our highly diversified distribution
network, which included over 66,000 KYD-compliant MFDs over 240 national distributors and over 100 banks/financial
intermediaries, as of June 30, 2021. The diversification of our distribution base has led to a reduction in the concentration of
AUM sourced from the top 10 distributors (in terms of AUM sourced) from 49% in the financial year 2016 to 37% in the
financial year 2021 and, according to the CRISIL Report, we had the lowest concentration of AUM sourced from the top 20
distributors (in terms of AUM sourced), among the top five AMCs in India in terms of QAAUM, as of June 30, 2021.

Our MEDs, national distributors and banks/financial intermediaries contributed to 30.18%, 14.37% and 8.59%, respectively, of
our total QAAUM (excluding ETFs) as of June 30, 2021, while our direct marketing efforts contributed to 46.86%. Our
investment in MFDs has led to an increase in our equity-oriented QAAUM from MFDs from 2127.54 billion as of March 31,
2016 to 7519.32 billion as of June 30, 2021. Our MFDs, national distributors and banks/financial intermediaries contributed to
50.58%, 18.79% and 11.73%, respectively, of our equity-oriented QAAUM as of June 30, 2021, while our direct marketing
efforts contributed to 18.91%. Since 2019, we have added over 8,000 MFDs to our distribution network and, as of June 30,
2021, we derived 49.95% of our total MAAUM from regular plans as compared to direct plans. MFDs have become a significant
channel for growth of our equity-oriented schemes and coupled with our competitive compensation structure, training initiatives
and strong loyalty and reward programs, we believe we have the ability to not only retain them and engage new MFDs, but also
to increase their sale and marketing of our schemes. We currently provide our MFDs a range of benefits through our Privilege
Club channel loyalty program, and we believe the nature of our incentives and rewards for MFDs is unique and enables a strong
sense of commitment and loyalty both ways.

Long-term Track Record of Innovation in and Use of Technology

We have a history of innovation in the mutual fund area in the use of technology to service our investors. We are committed to
enhancing our digital platforms and expanding our online reach, as we believe technological developments play an important
role in all aspects of our business and investor interaction, from onboarding to self-service, engagement and executing
transactions. Our online engagement has seen significant growth in recent years, and digital transactions represented 89.10%,
87.75%, 77.01% and 70.92% of our total transactions (excluding SIP and STP installments) for the three months ended June
30, 2021 and the financial years 2021, 2020 and 2019, respectively. Between the financial year 2020 and the financial year
2021, the number of investors that we added through digital channels increased from 63.66% to 80.98%.

We utilize automation and digitization initiatives primarily towards improving scalability by ensuring superior and continuously
improving customer service as well as increasing efficiency and reducing costs. We have deployed a number of technology
initiatives to enhance our customers’ experience including implementation of digital paperless onboarding, video facility for
KYC processes, transaction processing via social media applications, data analytics to generate models for pre-approved offers,
and voice-based customer services, as well as features such as optical character recognition, facial recognition, geotagging and
e-signatures. In 2016, we launched our “Active Account” application, which facilitates quick and easy transactions in liquid
funds. Our digital platforms also serve to provide seamless connectivity with all our key distribution channels in order to drive
synergies of financial planning, efficient distribution, order processing and servicing. Our core operating platforms use hybrid
multi-cloud technology that allows our distributors to not only enroll online, but also transact, service investors and manage
relationships, track transactions, among other things. In 2015, we introduced online empanelment of MFDs through a single
click. We also market our schemes online through our website and mobile applications. We believe that these initiatives have
significantly improved the efficiency of our business processes and systems and will continue to be instrumental in decreasing
costs.

The importance of technology to our operations and network has been amplified during the COVID-19 pandemic and resulting
lockdown in India. Our omnichannel easy-to-use end-to-end initiatives led to an increase in AUMs and uninterrupted service
during the financial year 2021, despite COVID-19 related disruptions in India and other countries. From the beginning of the
COVID-19 lockdown in India in March 2020 and through the financial year 2021, we onboarded over 122,000 investors through
our video KYC facility. Our robust and readily available technology solutions allowed our customers and employees to continue
to function seamlessly and facilitated our continued growth despite the unprecedented complex environment created by the
pandemic. We were able to ensure business continuity and continued to enhance system functionalities during this period, and
all our users were able to access their systems remotely using highly secure virtual technology. Our efforts enabled over 8,000

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distributors to transact digitally and support customers using our digital platforms during financial year 2021 amidst the
pandemic.

Franchise Led By Experienced and Stable Management and Investment Teams

Our business is managed by a well-qualified and driven senior management team that has significant experience and deep
understanding of all aspects of our business and operations. Several members of our senior management team have been with
us for over 15 years and have, together, been instrumental in the growth and success of our Company thus far. We believe that
the strength and quality of our senior management team and their expertise in the financial services industry has enabled us to
identify and take advantage of market opportunities, as well as effectively respond to and leverage from macroeconomic
changes, competitive changes and technological developments in Indian and global markets. Our investment performance is
further supported by our stable and experienced investment teams with extensive industry experience and an average of 16
years in their respective fields. Our investment teams include experts and professionals with ground level knowledge of the
asset management and financial services industries. The strong execution capabilities of our management and investment teams
have successfully scaled our business with improving profitability over the last decade.

Over the years we have been recognized for the excellent performance and initiatives of our teams. We have received several
awards and laurels including, among others, “Best Investor Education” from 2019 to 2021 and “Best Fund House” in 2018 by
Asia Asset Management Best of the Best Awards, and “Equity AMC of the Year — Gold Award” and “Innovative Approach to
Investor Education — Gold Award” in 2019 and “Innovative Approach to Investor Education — Gold Award” in 2020 by Outlook
Money Awards. In addition, A. Balasubramanian, our Managing Director and CEO, was recognized as “CEO of the Year” in
both 2018 and 2020, and our CIO, Mahesh Patil, was awarded “CIO of the Year — Equity” in 2018, by Asia Asset Management
Best of the Best Awards.

Our Strategy

We believe that our leading market and financial position provides us with a robust platform for growth and efficiencies of
scale, and we have adopted a customer-centric strategy that we believe will allow us to continue to grow our AUM, in particular
our share of equity AUM in total AUM to current industry average levels (which was approximately 45% as of June 30, 2021,
according to the CRISIL Report), expand our market reach and customer base, and increase efficiency and productivity. The
core aspects of this strategy include:

. expanding our geographic reach, including through greater EM penetration and strengthening relationships with our
distributors;

. continuing to focus on delivering sustained investment performance and portfolio differentiation;

. strengthening our employee value proposition to continue to attract and retain good quality talent;

. leveraging our technology and digital platforms to increase customer acquisition and enhance customer experience;
and

. further developing our investment offerings, particularly our alternative investments and passive products.

Continue to Increase Geographic Reach and Strengthen Relationships with our Distributors

We are committed to growing our geographic reach by both expanding our distribution network and deepening our existing
presence. We intend to continue to increase our footprint across India by focusing on growing our presence in B-30 cities and
rural markets that remain underpenetrated and have less competition. We believe that entering these markets at an early stage
will enable us to maximize both consumer mindshare and market share in such areas. Our focus on EM penetration began in
2016 and, since then, we have successfully established a presence in 284 locations across India, of which 90 were EM
representative locations.

We believe our EM representatives channel enables us to expand our geographical reach through a low-cost structure that
concentrates on untapped high potential markets. We have an established EM team dedicated towards deepening our EM
presence. The team operates on a Build, Operate & Transfer (“BOT”) model, and evaluates each potential location meticulously
in consideration of several parameters including, among others, banking deposit base, MFD base and per capita income. We
plan to continue conducting regular investor education and awareness programs as well as conferences in EM areas, particularly
in B-30 cities, in order to engage with our valued customers and distributors and educate them on our various core products,
value-added products and value-added services.

While we continually seek to strengthen and expand our distribution network through engagements with public sector and co-
operative banks and national distributors, preferably with robust online presence, our focus remains on investing in and
expanding our MFD network. We plan to take a long tail approach in the development of our MFD channel, which we believe

141
will enable us to cost-efficiently market our products to our target customer segments. We also continue to promote the use of
our digital assets, such as our distributor mobile application and portal, across our MFD channels.

Continue to Focus on Delivering Sustained Investment Performance and Portfolio Differentiation

We believe that sustained investment performance and continued innovation through pockets of differentiation are central to
the growth of our business. We seek to assist our fund managers in continuing to generate superior risk-adjusted returns through
the use of disciplined and structured investment processes supported by clearly defined investment objectives, fundamental
proprietary research and our “hands-on” approach to asset management.

We strive to deliver best-in-class investor experience through our variety of product offerings and by consistently delivering on
strong investment performance across all our schemes. As a result of our focused approach, we have achieved leadership scale
and ranking in some of the major fund categories, including the large cap frontline equity and corporate bond fund categories.
In the last three years, we have launched several new schemes including Aditya Birla Sun Life Nifty Next 50 ETF, Aditya Birla
Sun Life Banking ETF, Aditya Birla Sun Life Retirement Fund, Aditya Birla Sun Life Bal Bhavishya Yojna, Aditya Birla Sun
Life Pharma & Healthcare Fund, Aditya Birla Sun Life Special Opportunities Fund, Aditya Birla Sun Life ESG Fund, Aditya
Birla Sun Life PSU Equity Fund, Aditya Birla Sun Life Nifty Midcap 150 Index Fund, Aditya Birla Sun Life Nifty Smallcap
50 Index Fund, Aditya Birla Sun Life Nifty 50 Equal Weight Index Fund and Aditya Birla Sun Life Multi-Cap Fund. We
secured 219.22 billion under our Aditya Birla Multi Cap NFO (New Fund Offer) in May 2021. We plan to continue to further
grow and diversify our fund portfolio by using market research, innovation and distributor feedback and launching funds that
will continue to better position us in an increasingly crowded marketplace. We plan to continue meeting or surpassing our
clients’ expectations, which we believe will lead to further growth and brand recognition.

Strengthen our Employee Value Proposition to Continue to Attract and Retain Good Quality Talent

Our employees are the cornerstone of our success and we are committed to providing them with a nurturing and balanced work
environment. We believe that the strength of our senior management and investments teams have been instrumental to our
growth and leading market position, and we plan to use our strong employee value proposition to continue to attract and retain
high quality, result-driven people. We seek to foster a culture of ownership that better aligns the interests of our employees with
our interests through employee incentives such as our proposed ESOP Scheme, which was approved by our Board and our
Shareholders in April 2021.

We will continue to invest in upskilling our people to differentiate our teams from those of our peers in the rapidly evolving
financial services sector. Our talent development programs are curated to develop leaders across all levels and we plan to further
enhance our leadership competencies through the various capability building programs that we currently offer throughout the
year. We aim to continue developing a robust pool of high potential leaders to support our business and growth.

Leverage Digital Platforms to Increase Customer Acquisition and Enhance Customer Experience

We leverage investments made in technology to drive retail customer growth, reduce marketing and operational costs and
improve profitability. Our investments in technology have yielded increases in online sales of schemes, online payments, digital
onboarding as well as customer interaction on digital channels, including during the COVID-19 imposed lock-down. We plan
to further develop our digital platforms and to continue investing in technology and digital marketing initiatives in order to
improve customer acquisition rates and customer experience. We envisage using existing and new digital platforms and
analytical tools to identify and capitalize on cross-selling and upselling opportunities, facilitate customer segmentation, improve
our understanding of customer behavior, develop and implement targeting and personalization strategies, and improve customer
service using predictive analytics.

We intend to continue to make our services seamlessly accessible on mobile platforms and our online portals by improving and
maintaining easy to use applications for our investors and distributors, whom we expect to increasingly use such digital tools
to access our services. We continuously upgrade our mobile applications with the goal of transforming it into our primary form
of customer interface, which we believe will greatly increase customer interaction and purchase transaction volume. Further,
we continuously monitor and improve our website features with the goal of simplifying the customer onboarding process as
well as improving overall customer engagement, time spent and ease of transactions. Our digital initiatives have led to marketing
and operational cost optimization as our AUM has continued to grow, and we expect to continue to invest in such initiatives.

In addition, we are actively exploring potential strategic relationship opportunities with both conventional and non-conventional
large digital businesses operating in the spaces of e-commerce, over-the-top (“OTT”) channels and aggregators to capture
AUM growth driven by the increasing importance of digital distribution. We believe these relationships will also enable us to
utilize contextual targeting to increase our customer acquisition rates. We endeavor to continue building our digital properties
for employees, distributors and customers, using latest technologies available in the market, which we believe contribute to
scale, fault tolerance, and security.

Enhance Product Portfolio By Developing Our Investment Offerings

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We believe that product penetration is a key factor in increasing our customer base. We seek to grow our AUM through need-
based and customer-centric products that address the core needs of our diversified customer base. As part of our product
development strategy, we intend to continue developing products for our customers based on investment opportunities identified
by our investment team and which complement our existing product suite. In addition to our existing comprehensive product
development strategy, we are also focused on developing certain specific product categories including, in particular, our
alternative investments and passive products. We have established a team dedicated to growing our alternative investments,
and are in the process of putting in place the necessary digital tools to enable end-to-end automation for efficient operational
and investment execution.

e Alternative investments. We believe that we can expand our customer base by increasing our offerings of alternative
investment solutions. We aim to target the HNI and institutional investors who are concentration and benchmark
agnostic, and seek to grow this investor base through our direct marketing efforts as well as MFDs that have significant
alternative asset sales and experience. We also aim to grow our offshore equity AUM by expanding into new
geographies such as the United States, the United Kingdom and Europe, and are also developing new real estate scheme
launches. We have entered into a non-binding term sheet, dated June 18, 2021, with GreenOak Asia Advisor LP, an
affiliate of BentallGreenOak, a global real estate investment advisor that is part of the alternatives asset management
business of Sun Life, to jointly organize and/or co-sponsor a series of funds (as an alternative investment fund or such
other platform as may be agreed between parties) to invest in securities of companies engaged in residential,
commercial or mixed-use real estate projects in India. We are also planning to launch an open-ended AIF, AIF
offerings in the fixed income asset class, as well as structured hybrid products. We plan to enhance product
communication and engagements for our alternative investments offerings through joint investor meetings with our
distributors, and to further increase our alternative assets brand visibility through our social media presence and digital
outreach. Alternative investments are more sophisticated and complex than traditional investment vehicles, generally
have higher management fees. Growth of our alternative investments AUM will allow us to achieve higher revenues
and profitability.

¢ Passive investments. We plan to focus our attention on gaining market share in passive investment products such as
ETFs, index funds and FoFs. Our goal is to develop a diverse product bouquet to implement differentiated and thematic
investment strategies that consider long-term trends and values. Towards achieving this goal, we have launched three
index funds, namely the Nifty Midcap 150 Index Fund, the Nifty Smallcap 50 Index Fund and the Nifty 50 Equal
Weight Index Fund, and plan to launch another index fund, several thematic ETFs and FoFs within the next one year.
We aim to target HNIs, pension trusts and insurance companies through registered investment advisors, brokers, digital
distribution platforms and direct channels. We plan to increase awareness and visibility on our passive offerings
through our website, distributors, social media platforms and other key forums, as well as work with fintech and other
cross-border financial product distributors to launch our passive products.

We believe further diversifying our product mix will provide us with even greater flexibility to operate successfully across
various market cycles and remain relevant to our customers by providing them with need-based product solutions across asset
classes to meet their financial goals as well as continued customer support and engagement through various distribution
channels. We are committed to diversifying and enhancing our presence in the above products markets with a focus on adding
margins and scale to our AUM.

Description of our Business

We are one of the leading providers of asset management services in India and we manage the investment portfolios of the
Aditya Birla Sun Life Mutual Fund. We have maintained our position as the largest non-bank affiliated AMC in India by
QAAUM since March 31, 2018, and are ranked among the four largest AMCs in India by QAAUM since September 30, 2011,
according to the CRISIL Report. As of June 30, 2021, we had total AUM of 22,936.42 billion under our suite of mutual fund
(excluding our domestic FoFs), portfolio management services, offshore and real estate offerings, and approximately 7.18
million investor folios (including our domestic FoFs).

We cater to a wide range of customers from individuals to institutions through the provision of a variety of tailored investment
solutions that focus on goals such as regular income, wealth creation, tax savings and savings solutions, making us well-
positioned to attract a large segment of the Indian mutual fund market across varying customer requirements and risk profiles
and to develop a broad individual-focused customer base. We offer a large suite of equity schemes, including diversified
schemes, tax saving schemes, equity-oriented hybrid schemes and sector and thematic schemes, as well as debt schemes,
including ultra short-duration schemes, short-duration schemes and fixed-maturity schemes. We also offer liquid schemes and
ETFs. In addition, we provide portfolio management services, offshore and real estate offerings primarily targeted to HNI
investors.

As of June 30, 2021, we had a presence in 284 locations, comprising 194 branches in India (and three outside India), spread

over 27 states and six union territories, which were supplemented by 90 EM representatives. Of these, 143 branches and all 90
of our EM representatives were located in B-30 cities as of June 30, 2021.

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The following table sets forth the breakdown of our closing AUM (excluding our domestic FoFs) of our respective offerings as
of the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing AUM
As of June 30, As of March 31,
2021 2020 2021 2020 2019

( in billions)
Mutual fund — Equity... 1,072.85 779.24 963.23 656.02 941.05
Mutual fund — Fixed income. 1,748.42 1,397.18 1,630.99 1,367.93 1,444.13
Mutual fund subtotal... 2,821.27 2,176.42 2,594.22 2,023.96 2,385.18
Portfolio management services 18.28 22.34 17.59 20.55, 29.49
Offshore 91.94 82.04 90.77 103.26 132.93
Real estate. 4.93 4.93 4.93 4.93 8.55,
Alternative assets subtotal ... 115.15 109.31 113.29 128.74 170.97
Total..... 2,936.42 2,285.73 2,707.51 2,152.70 2,556.15

 

 

 

The following table sets forth the MAAUM of our equity-oriented schemes as of the dates indicated:

 

 

 

 

MAAUM
As of June 30, As of March 31,
2021 2020 2021 2020 2019
(7 in billions)
Equity-oriented schemes...... 1,080.44 768.54 984.80 754.51 914.49

The following table sets forth the breakdown of our MAAUM by individual and institutional investors as of the dated indicated:

MAAUM.
As of June 30, As of March 31,
2021 2020 2021 2020 2019
( in billions)

 

 

 

 

 

 

Individual... 1,333.53 1,027.06 1,269.82 1,064.96 1,249.48
Institutional 1,503.04 1,221.76 1,440.21 1,188.90 1,226.83
Total...... 2,836.57 2,248.82 2,710.03 2,253.86 2,476.31

 

 

 

The following table sets forth the breakdown of our MAAUM by T-30 and B-30 cities as of the dates indicated:

MAAUM
As of June 30, As of March 31,
2021 2020 2021 2020 2019
(@ in billions)
T-30 cities..... 2,389.56 1,903.80 2,272.49 1,918.36 2,143.57
B-30 cities. 447.01 345.02 437.54 335.50 332.74
2,836.57 2,248.82 2,710.03 2,253.86 2,476.31

 

 

 

 

 

 

 

 

 

The following table sets forth our number of investor folios as of the dates indicated:

 

 

 

MAAUM
As of June 30, As of March 31,
2021 2020 2021 2020 2019
(in millions)
Investor folios... 7.18 7.25 7.07 7.19 7.09

 

Our Mutual Funds

144
We cater to a diverse group of customers through a wide variety of investment solutions with a focus on goals such as regular
income, wealth creation, tax saving and saving solutions. As of June 30, 2021, we managed 118 schemes (including our six
domestic FoFs). We offer a range of mutual funds to help investors achieve their financial needs and goals. We offer a
combination of open and closed ended schemes. As of June 30, 2021, we offered 65 open-ended schemes, 52 close-ended
schemes and one interval scheme. Open-ended schemes are perpetual with no maturity date and allow investors to subscribe
and redeem investments on any transaction or business day. Closed-ended schemes on the other hand have a specified maturity
date in line with the objective of that scheme and investors may only invest in such schemes during offering periods. Once an
investor has invested in a closed-ended fund, the units of that fund will be listed and traded on a stock exchange.

We categorize our schemes broadly under the following four categories:

. Equity schemes;

° Debt schemes;

. Liquid schemes; and
. ETFs.

The following table sets forth a breakdown of our QAAUM by scheme category as of the dates indicated:

 

 

QAAUM
‘As of June 30, As of March 31,
2021 2020 2021 2020 2019
(@ in billions)
Equity schemes. 1,026.78 724.78 969.34 875.59 890.62
Debt scheme 1,296.47 940.04 1,285.38 1,101.91 978.46
Liquid schemes: 422.33 476.57 430.57. 493.02 --592.58

 

ETFs...
Total .

 

The following table sets forth a breakdown of our mutual fund schemes in each scheme category as of June 30, 2021:

Scheme Category QAAUM Number of Schemes
(Zin billions)

 

Equity schemes

 

 

 

 

 

  
 
 

 

 

 

 

 
 

 

 

 

 

 

 

 

 

 

 
 

Large cap fund... 198.95 1
Equity-linked saving scheme (ELSS. 141.70 2
Flexi cap fund. 137.44 1
Sectoral/thematic 134.11 1B
Aggressive hybrid fund 77.36 1
Arbitrage fund ... 62.82 1
Large & mid cap fund . 51.83 1
Focused fund 47.25 1
Value fund 42.01 1
Balanced advantage 35.01 1
Mid cap fund .. 28.03 1
Small cap fund... - 26.88 1
Multi cap fund 12.93 1
Dividend yield fun 7B 1
Close-ended — Equity 7.54 2
Equity savings... 4.92 1
Children’s fund 4.22 1
Index funds.. 3.19 4
Retirement fund — Equity plan. 2.86 2
Subtotal .. 1,026.78 37
Debt schemes
Corporate bond fund. 240.47 1
Ultrashort term. 184.54 1
Low Duration Fund 169.37 1
Banking & PSU debt fund 150.28 1
Floater fund.... 150.28 1
Money market fund 142.21 1

145,
 
 

 

 

 

 

 

 

 
  

Fixed maturity plans (FMP) 92.26 50
Short Duration fund... 71.25 1
Medium duration fund.. 20.83 1
Dynamic bond fund... 17.28 1
Medium to long duration fund. 17.14 di
Credit risk fund... 16.67 1
Conservative hybrid . 12.05 1
Gilt fund... 7.64 1
FoFs — Overseas 2.70 2
Retirement fund — Debt plar 2
Close-ended — Hybrid... 1

 

 

 
 

 

  

 

 

   

Subtotal .. 68
Liquid schemes

Liquid fan 1

Overnight fund 1

Subtotal .. 2
ETEs

Other ETFs 6.06 4

Gold ETF. 2.90 1

Subtotal 5
Total .

 

2,754.54 112

We also have six domestic FoFs that invest in a selection of the above various schemes and which had QAAUM of 24.50 billion
as of June 30, 2021. An FoF is an investment strategy under which a scheme invests in other schemes. An FoF aims to achieve
appropriate asset allocation and broad diversification with investments in various fund categories, which are all pooled into a
single fund. FoFs provide smaller investors with greater protection from the risk of uncontrollable market factors such as market
volatility, interest rate risk and counterparty risk.

Equity schemes

Equity schemes invest primarily in equity securities, with the main objective of providing capital appreciation over the medium-
to long-term investment horizon. Equity schemes are high-risk funds and the returns are linked to the performance of the capital
markets. We broadly classify our equity schemes as follows:

. Diversified schemes. Diversified schemes invest in companies across different sectors and market capitalization,
thereby providing broad market diversification to the customer. This diversification prevents adverse events in one
area to affect the entire portfolio. The allocation strategy of schemes under this category differ based on various
aspects, including style, concentration and market capitalization. For example, schemes that invest predominantly in
stocks with large market capitalization or large-cap stocks have a distinct risk-return profile when compared to schemes
that invest in companies with small to medium sized capitalization. Schemes that invest in stocks of large companies
are large-cap schemes and schemes that invest in mid-sized companies are mid-cap schemes. Schemes that invest
across different stocks with no bias on the size of the underlying companies are multi-cap schemes. As of June 30,
2021, we had 11 diversified equity-oriented schemes and our QAAUM from this category was 2560.59 billion. Some
of our diversified equity-oriented schemes include Aditya Birla Sun Life Frontline Equity Fund, which is a large cap
scheme, Aditya Birla Sun Life Flexi Cap Fund, which is a flexi cap scheme and Aditya Birla Sun Life Equity
Advantage Fund, which is a large and mid-cap scheme.

° Tax saving schemes. Tax savings schemes are diversified equity schemes that offer certain tax benefits to investors
under section 80C of the Income Tax Act, 1961. Investors in these schemes typically have a lock-in period of three
years. As of June 30, 2021, we had two tax savings schemes, namely Aditya Birla Sun Life Tax Relief ’96 and Aditya
Birla Sun Life Tax plan, and our QAAUM from this category was 2141.70 billion.

. Equity-oriented hybrid schemes. Equity-oriented hybrid schemes invest in a mix of equity and debt instruments, with
the majority of investments comprising equity securities. These schemes aim to reduce unsystematic risks and volatility
within one asset class and generally cater to customers with lower risk investment appetites as compared to pure equity
schemes. Equity allocation in these schemes are typically diversified across sectors and market capitalization. Debt
allocation under these schemes are constructed keeping a medium to long-term outlook for fixed income markets.
Asset allocation is periodically aligned to maintain the scheme’s equity-debt mix in line with market outlook. As of
June 30, 2021, we had three equity-oriented hybrid schemes, namely Aditya Birla Sun Life Equity Hybrid '95 Fund,
Aditya Birla Sun Life Balanced Advantage Fund and Aditya Birla Sun Life Equity Savings Fund, and our QQAUM
from this category was 2117.29 billion.

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. Sector and thematic schemes. Sector and thematic schemes invest in equity securities of companies in a certain
identified business sector or industry. For example, an investor who would like to invest in the banking sector can
choose to invest in a banking fund, which in turn would invest in a portfolio of banking stocks. While sector and
thematic schemes may result in higher returns during certain periods, they are riskier as compared to diversified funds
given the dependence of their performance on a particular sector or industry. Our sector and thematic schemes invest
in industries such as, among others, the banking, financial services and insurance (“BFSI”), information technology
(“IT”), pharmacy and healthcare industries. As of June 30, 2021, we had 13 sector and thematic schemes, four of
which were launched within the last three years, and our QAAUM from this category was 2134.11 billion. Some of
our sector and thematic schemes include Aditya Birla Sun Life MNC Fund, which was established in December 1999
and had a QAAUM of 240.26 billion as of June 30, 2021, as well as Aditya Birla Sun Life Banking and Financial
Services Fund, Aditya Birla Sun Life Digital India Fund and Aditya Birla Sun Life Pharma and Healthcare Fund.

. Arbitrage schemes. Arbitrage schemes aim to offer liquidity to customers while generating income through arbitrage
opportunities arising out of mispricing of assets across different markets due to underlying inefficiencies in market
pricing. As all positions are hedged, the strategy mitigates the risk associated with market volatility. As of June 30,
2021, we had one arbitrage scheme, namely Aditya Birla Sun Life Arbitrage Fund, and our QAAUM from this category
was 262.82 billion.

° Solution-oriented equity schemes. Solution-oriented equity schemes cater to customers who are looking for need-based
solutions to fund specific goals or expenses in the future, such as retirement or education of children. As of June 30,
2021, we had three solution oriented equity schemes, namely Aditya Birla Sun Life Bal Bhavishya Yojna Wealth Plan
in the Children’s category, Aditya Birla Sun Life Retirement Fund — The 30s Plan and Aditya Birla Sun Life
Retirement Fund — The 40s Plan, and our QAAUM from this category was 27.08 billion.

. Index schemes. Index schemes invest in the same pattern (i.e. in the same securities and in the same proportion) as
popular stock market indices such as CNX Nifty Index and S&P BSE Sensex, thereby allowing customers to gain
passive exposure to the markets. The value of an index scheme varies in proportion to the benchmark index. As of
June 30, 2021, we had four index schemes, namely Aditya Birla Sun Life Index Fund, and our QAAUM from this
category was 23.19 billion.

Debt schemes

Debt schemes invest primarily in rated debt or fixed income securities such as corporate bonds, debentures, government
securities, commercial paper and other money market instruments. Debt schemes are generally less risky when compared with
equity funds. We manage a range of debt schemes that provide for a variety of duration and credit risks to cater to distinct risk-
return profiles of our investors. We broadly classify our debt schemes as follows:

. Ultra-short duration schemes. Ultra-short duration schemes are schemes that are of a short duration, but which are not
liquid, and generally invest in debt securities with maturities of less than one year. These schemes are optimal for
customers looking for cash management or where the investment horizon is short-term. As of June 30, 2021, we had
four ultra-short duration schemes, namely Aditya Birla Sun Life Low Duration Fund, Aditya Birla Sun Life Savings
Fund, Aditya Birla Sun Life Money Manager Fund and Aditya Birla Sun Life Floating Rate Fund, and our QQAUM
from this category was %646.40 billion. We had the largest AUM under the ultra-short duration debt category among
all AMCs in India as of June 30, 2021, according to the CRISIL Report.

° Short duration schemes. Short duration schemes invest in corporate and government bonds with short maturities of
between one and five years. These schemes cater to customers that prefer low to medium duration risk. As of June 30,
2021, we had three short duration schemes, namely Aditya Birla Sun Life Corporate Bond Fund, Aditya Birla Sun
Life Banking & PSU Debt Fund and Aditya Birla Sun Life Short Term Fund, and our QAAUM from this category
was 2462.00 billion.

° Fixed-maturity schemes. Fixed-maturity schemes are closed-ended debt schemes that generate income through
investment in debt and money market instruments as well as government securities maturing on or before the maturity
date of the plan. These are best suited for customers seeking accrual of income with minimal duration risks. As of June
30, 2021, we had 50 fixed-maturity schemes, including one interval scheme, and our QAAUM from this category was
292.26 billion.

° Credit risk and medium duration schemes. Credit risk schemes aim to generate reasonable interest income and capital
appreciation by investing in high income-accruing securities with relatively moderate to low credit quality. Medium
duration debt schemes invest mainly in bonds maturing in about three to four years. As of June 30, 2021, we had two
credit risk and medium duration schemes, namely Aditya Birla Sun Life Credit Risk Fund and Aditya Birla Sun Life
Medium Term Plan, and our QAAUM from this category was 237.50 billion.

147
. Medium- to long-duration schemes and gilt schemes. Medium- to long-duration debt schemes invest mainly in bonds
maturing in four to seven years. These schemes provide customers with the potential of earning higher returns than
bank fixed deposits of a similar duration. Gilt schemes invest exclusively in central and state government securities.
The objective of gilt schemes is to generate credit risk-free returns through investments in sovereign securities. As of
June 30, 2021, we had two medium- to long-duration debt schemes, namely Aditya Birla Sun Life Income Fund and
Aditya Birla Sun Life Government Securities Fund, and our QAAUM from this category was 224.78 billion.

. Dynamic bond schemes. Dynamic bond schemes have the freedom to invest in bonds of any duration. The investment
decision is determined by our fund management team depending on where they expect to earn maximum returns. As
of June 30, 2021, we had one dynamic bond scheme, namely Aditya Birla Sun Life Dynamic Bond Fund, and our
QAAUM from this category was 217.28 billion.

° Debt-oriented hybrid schemes. Debt-oriented hybrid schemes aim to provide periodic returns and capital appreciation
over the long-term by using a mix of debt and equity instruments, with the majority of investments comprising debt
securities. These schemes generally cater to those customers who are looking for some equity allocation in a
predominantly debt-oriented portfolio. Debt allocation under these schemes are constructed keeping a medium to long-
term outlook for fixed income markets. Asset allocation is periodically aligned to maintain the scheme’s debt-equity
mix in line with market outlook. Equity allocation in these schemes are typically diversified across sectors and market
capitalization. As of June 30, 2021, we had four debt-oriented hybrid schemes, namely Aditya Birla Sun Life Regular
Savings Fund, Aditya Birla Sun Life Dual Advantage Fund — Series 2, Aditya Birla Sun Life Retirement Fund — The
50s Plan and Aditya Birla Sun Life Retirement Fund — The 50s Plus Plan, and our QAAUM from this category was
213.55 billion.

. FoFs — Overseas. FoF overseas schemes invest in international funds including in shares of foreign companies, mutual
funds or global real estate funds. As of June 30, 2021, we had two FoF overseas schemes, namely Aditya Birla Sun
Life Global Emerging Opportunities Fund and Aditya Birla Sun Life Global Excellence Equity Fund of Fund, and our
QAAUM from this category was 22.70 billion.

Liquid schemes

Liquid schemes invest in highly liquid money market instruments and provide easy liquidity. Liquid funds are short duration
funds and typically used by corporate, institutional investors and business houses for deploying surplus liquidity for a short
period. Liquid schemes predominantly invest in liquid instruments and debt securities, such as certificates of deposit,
commercial papers and treasury bills, with maturity profiles not exceeding 91 days, thereby providing high liquidity. Such
instruments typically include treasury bills, commercial papers, certificates of deposits, and collateralized lending and
borrowing obligations. These schemes may be an attractive alternative to corporate and individual customers as a means to
deploy their idle funds for short periods, which could be as low as one day. As of June 30, 2021, we had two liquid schemes,
namely Aditya Birla Sun Life Liquid Fund and Aditya Birla Sun Life Overnight Fund, and our QAAUM from this category
was 2422.33 billion.

ETFs

An ETF is a marketable security that tracks an index or a commodity. Unlike other schemes, an ETF trades like a common
stock on a stock exchange. The price of an ETF fluctuates throughout the day. These schemes are suitable for customers that
prefer a low-cost passive strategy. We have ETFs that track the SENSEX and NIFTY 50 indices. We also have an ETF that
invests in gold, allowing customers to participate in returns from gold bullion. As of June 30, 2021, we had five ETFs and our
QAAUM from this category was 28.96 billion.

Tailored solutions

The above schemes can also be customized to meet an individual’s specific financial goals in the form of savings solutions,
regular income solutions, tax saving solutions and wealth solutions:

. Savings solutions. Our savings solutions seek to preserve investors’ capital and provide ready liquidity, while
delivering tax efficient returns in comparison with savings accounts and fixed deposits. These solutions are suited for
investors who have a low to medium propensity for risk and high liquidity requirements.

. Regular income solutions. Our regular income solutions seek to provide investors with regular income and tax efficient
returns in comparison to savings accounts and fixed deposits. These solutions are suited for investors who seek
alternative modes of regular income and have a low propensity for risk.

. Tax savings solutions. Our tax savings solutions seek to provide tax benefits under section 80C of the Income Tax Act,
1961, while also providing long-term capital growth through equity investments. These solutions are suitable for

148
investors who would like to create wealth while saving taxes. These solutions typically have a lock-in period of three

years.

. Wealth solutions. Our wealth creation solutions seek to provide tax efficient growth of capital through equity
investments over a longer term. These solutions are suitable for individuals planning for significant future expenses.

Performance of our Schemes

According to the CRISIL Report, 13 of our top open-ended schemes, which accounted for 64.40% of our QAAUM as of June
30, 2021 have outperformed our peers under the 10-year return bucket as of June 30, 2021. The following table sets forth the
performance of our top 20 open-ended schemes, which accounted for 86.71% of our QAAUM as of June 30, 2021, relative to
the average of the performance of comparable schemes of peers as of June 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

  

 

 

   

 

 

  

 

 

 

 

 

 

 

 

  

Share in
Total Total l-year 3-year 5-year 10-year
QAAUM QAAUM Return” Return Return Return
(in
billions)
Equity schemes
Aditya Birla Sun Life Frontline Equity Fund... 198.95 7.22% 54.56% 12.48% 12.46% 13.16%
Peer average... 52.60% 13.45% 13.56% 12.48%
Aditya Birla Sun Life Flexi Cap Fund .. 137.44 4.99% 63.51% 14.57% 15.67% 15.24%
Peer average... 58.05% 15.08% 14.66% 14.30%
Aditya Birla Sun Life Tax Relief 96 Fund. 136.76 4.96% 35.52% 8.64% 12.15% 13.73%
Peer average... 58.67% 13.54% 13.51% 13.93%
Aditya Birla Sun Life Equity Hybrid ‘95 Fund. 77.36 2.81% 49.53% 10.08% 10.46% 12.07%
Peer average... 48.30% 12.55% 12.28% 12.31%
Aditya Birla Sun Life Arbitrage Func 62.82 2.28% 3.52% 5.14% 5.51% 6.65%
Peer average... 3.39% 5.05% 5.47% 6.86%
Aditya Birla Sun Life Equity Advantage Fund.. 51.83 1.88% 65.38% 13.61% 13.74% 14.41%
Peer average... is 65.40% 14.94% 13.95% 12.78%
Aditya Birla Sun Life Focused Equity Fund 47.25 1.72% 51.67% 13.67% 13.09% 13.57%
Peer average... 54.83% 13.05% 13.90% 12.71%
Aditya Birla Sun Life Pure Value Fund. 42.01 1.52% 72.28% 6.30% 10.24% 14.76%
Peer average. 70.88% 13.57% 14.15% 14.15%
Aditya Birla Sun Life MNC
Fund... on 40.26 1.46% 31.07% 8.57% 9.88% 15.94%
Peer average... 93 62.71% 14.62% 13.77% 12.37%
Aditya Birla Sun Life Balanced Advantage Fund
35.01 1.27% 32.09% 11.79% 11.19% 10.49%
Peer average. 29.57% 10.50% 11.01% 11.74%
Aditya Birla Sun Life Mid Cap Fund 28.03 1.02% 72.87% 10.64% 11.88% 14.15%
Peer average... 75.46% 17.81% 15.96% 17.60%
Debt schemes
Aditya Birla Sun Life Corporate Bond Fund 240.47 8.73% 6.18% 9.28% 8.43% 9.05%
Peer average... 5.58% 8.39% 7.97% 8.51%
Aditya Birla Sun Life Savings Fund.. 184.54 6.70% 4.84% 7.20% 7.36% 8.38%
Peer average... 4.09% 5.66% 6.16% 7.45%
Aditya Birla Sun Life Low Duration Funt 169.37 6.15% 4.90% 7.20% 7.08% 7.90%
Peer average... a 4.77% 6.66% 6.86% 7.95%
Aditya Birla Sun Life Banking & PSU Debt
Fund... 150.28 5.46% 5.42% 8.87% 8.24% 9.16%
Peer average. 5.03% 8.34% 7.75% 8.51%
Aditya Birla Sun Life Floating Rate Fund 150.28 5.46% 5.15% 7.69% 7.65% 8.56%
Peer average... 5.92% 8.09% 7.61% 8.33%
Aditya Birla Sun Life Money Manager Fund .. 142.21 5.16% 4.33% 6.93% 6.96% 8.03%
Peer average... 3.92% 6.45% 6.55% 7.69%
Aditya Birla Sun Life Short Term Fund 71.25 2.59% 7.46% 8.56% 7.88% 8.98%
Peer average. 5.24% 7.81% 7.33% 8.20%
Liquid schemes
Aditya Birla Sun Life Liquid
Fund... 316.83 11.50% 3.20% 5.44% 6.03% 7.54%

 

149
 

 

Peer average.... 3.16% 5.34% 5.95% 7.46%
Aditya Birla Sun Life Overnight Fund 105.50 3.83% 3.00% - - -
Peer average.... 3.01% - - -

 

*Source: CRISIL Research

Note: Returns are depicted for the regular plan, with growth option of the schemes, Peer performance is measured based on the average of
the comparable schemes of our the top AMCs in India by QAAUM as of June 30, 2021, according to the CRISIL Report. Not all peers may
have comparable schemes or performance information available over the presented periods.

Product Development Cycle

Development of new products, obtaining approvals from relevant authorities, introducing new features and packaging for our
products are key aspects of our product development cycle. Our teams conduct detailed trend analysis, competition analysis
and seek feedback from internal and external stakeholders to identify opportunities to develop new products and features. We
are constantly innovating and developing our products in order to identify pockets of differentiation and we believe that a
systematic approach to product development is necessary to produce consistent results. Our product development cycle can be
broadly divided into three stages:

. Conceptualization. All of our innovations begin with the conceptualization stage, which is where research backed
ideas are put forward in the form of a term sheet and / or a product prototype for discussion. These ideas are shared
with various members of the essential product development team which include members from all business and central
functions such as product and investments, sales and business development, marketing, compliance, risk management,
finance, operations and client relations in order to obtain holistic feedback.

. Development and approval. At the development stage, the draft product is field tested with distributors and investors
and a revised term sheet is created based on constructive feedback. Once the product has been rigorously tested, the
product design will be subjected to risk and financial assessments, following which approval is sought firstly from our
Board-constituted product approval committee, secondly from the trustee board and finally from SEBI (in that order).

. Launch. Once the product has been approved, a launch date will be decided and the relevant teams from our marketing,
digital and public relations (“PR”) departments will be briefed. In preparation for launch, the teams will coordinate
product training sessions for all business facing personnel, key distribution counters as well as design product
collaterals and other materials to maximize the sale and performance of the new product.

In the last three years, we have launched several new schemes including Aditya Birla Sun Life Nifty Next 50 ETF, Aditya Birla
Sun Life Banking ETF, Aditya Birla Sun Life Retirement Fund, Aditya Birla Sun Life Bal Bhavishya Yojna, Aditya Birla Sun
Life Pharma & Healthcare Fund, Aditya Birla Sun Life Special Opportunities Fund, Aditya Birla Sun Life ESG Fund and
Aditya Birla Sun Life PSU Equity Fund.

Systematic Transactions
SIP

An SIP is a tool or facility which enables an investor to invest small amounts in a regular and disciplined systematic manner to
meet a future long term financial goal. It removes the need for timing the market and allows investors to benefit from the power
of compounding. Our investors can choose from various investment frequencies available including weekly and monthly. As
of June 30, 2021, 86.31% of our total outstanding SIPs had a tenure of more than five years and 77.05% of our total outstanding
SIPs had a tenure of more than ten years.

The SIPs we offer include our Monthly Systematic Investment Plan and Weekly Systematic Investment Plan. We also offer the
following additional SIP features:

 

° Step-up SIP facility. Our step-up SIP facility is an optional add-on feature which enhances the SIP facilities available
under a scheme. This feature enables investors to enhance or increase SIP instalments at pre-defined intervals by a
fixed amount, providing them with a simple and consistent method to align SIP instalment amounts with an increase
in earnings over the tenure of the SIP.

° Multi scheme SIP facility. Our multi scheme SIP facility enables investors to subscribe for an SIP facility under various
schemes using a single application form and payment instruction.

. Fast forward SIP facility. Our fast forward SIP facility allows investors to increase the frequency of their savings by
paying their SIP instalments up to four days in a month.

150
. Micro SIP. Our micro SIPs enable investors to subscribe for SIPs where the aggregate sum of the SIPs over a 12-
month period does not exceed 250,000.

. Aditya Birla Sun Life Century SIP (“CSIP”). In addition to our regular SIPs, we offer our CSIP, which includes an
additional benefit of life insurance coverage, to certain eligible investors under designated schemes.

° Pause facility. Our pause SIP facility provides investors an option to pause their SIP investment for a specified number
of instalments. The SIP investment will restart in the immediate month following completion of the pause period as
specified by the investor.

The following table sets forth certain information on our SIPs as of and for the periods indicated:

As of and For The
Three Months Ended __As of and For The Financial Year

 

  

June 30, Ended March 31,
2021 2020 2021 2020 2019
Number of outstanding SIPs (in millions)... si 2.80 2.85 2.75 2.92 2.92
SIP AUM (2 in billions) .. - 456.92 319.62 418.41 252.50 305.11
SIP as a percentage of total equity-oriented mutual fund AUM (%) 41.70% 40.94% 42.68% 38.41% += 32.44%

Gross SIP inflows for the month (@ in millions
Average SIP transaction size (2) ....

7,727.85 8,147.54 7,576.41 8,555.16 9,411.77
2,759.95 2,858.78 2,755.06 2,929.85 3,223.21

 

STP

An STP allows investors to transfer or reinvest their funds by transferring a fixed amount of funds or units from one scheme to
another at regular intervals. Investors looking to invest in a particular scheme over a period to tackle market volatility may
choose to invest through STPs. We provides investors with the option of daily, weekly, monthly and quarterly STPs, which
enable investors to transfer a fixed amount from their existing investments at daily, weekly, monthly or quarterly intervals,
respectively, to other eligible existing schemes through a one-time request. We offer the following types of STP facilities:

. Value STP. Through our value STP facility, investors can provide instructions to systematically transfer an amount,
which may vary based on the value of investments already made or transferred under this facility, at regular pre-
determined intervals from one scheme to another scheme. We offer value STPs that permit such transfers on a monthly
or quarterly basis.

. Capital Appreciation Transfer Plan (“CATP”). Through our CATP facility investors can provide instructions to
transfer the capital appreciation portion of the scheme to another scheme at regular pre-determined intervals. We offer
CATPs that permit such transfers on a monthly or quarterly basis.

SWP

An SWP allows investors in need of cashflow to fulfil their regular income needs by giving standing instructions on the amounts
to be withdrawn on a periodic basis. Monthly, quarterly, half yearly and yearly withdrawals are available under our SWPs. We
offer the following types of SWPs:

. Fixed SWP. Through fixed SWPs, a fixed amount is redeemed from a scheme at a periodic intervals. We offer fixed
SWPs that permit daily and weekly withdrawals.

° Capital appreciation SWP. Through capital appreciation SWPs, only the capital appreciation portion or dividend of a
scheme will be withdrawn on a periodic basis. We offer capital appreciation SWPs that permit monthly and quarterly
withdrawals.

Our Investment Teams and Strategy

Our investment teams are supported by in-house research, product and risk management teams. Our domestic equity and fixed
income fund divisions have distinct investment teams and investment processes. Collaboration within each team occurs through
an interactive process and the final investment decisions are taken by the respective fund managers. The head of each team is
responsible for the overall performance of the funds they supervise and can intervene as needed. The investment performance
of our mutual funds is supported by our experienced and professional investment team and our comprehensive investment
processes. As of June 30, 2021, our equity mutual fund management team included 21 members, with an average of over 12
years of experience with us, our fixed income mutual fund management team included 15 members, with an average of over
eight years of experience with us, and our portfolio management and investment advisory services team included 14 members,
with an average of over eight years of experience with us.

151
We manage a comprehensive suite of investment products and we have established defined investment policies that set forth
investment goals and objectives. Our investment philosophy is based on a combination of top-down (including macroeconomic
analysis and economic and interest rate cycle evaluation) and bottom-up (diligence on management, business as well as
valuation) selection processes. We utilize a disciplined and structured investment process to take risk weighted decisions
consistent with the relevant scheme’s investment objectives. Our investment policies define permitted asset classes, criteria for
evaluation of activities pertaining to investments, credit appraisal processes for fixed income instruments, asset allocations and
various risk and operating parameters. They provide guidance and limitations to achieving sufficient levels of overall
diversification, risk mitigation and liquidity within the portfolio. The policies outline procedures and criteria to monitor,
evaluate, compare and report the performance results achieved by investment managers on a regular basis.

We have an in-house research-based approach for our investments. The research team is comprised of analysts who track
specific sectors and companies and provide regular input to the fund managers on such sectors and stocks. The fund managers
and research analysts interact regularly through meetings and presentations. They also expand and refine their analysis and
investment strategies by attending presentations by companies and reviewing research materials prepared by external brokerage
firms and rating agencies. Analysts decide to add new companies to their list of covered companies through a consultative
process with fund managers. The economic analyst focuses on global as well as domestic macro-economic conditions.

Equity Investments

We follow a long-term, fundamental research-based approach to equity investments, involving a combination of top-down and
bottom-up stock selection to identify companies which have good growth prospects and strong fundamentals. The equity
investment process involves the following steps:

. Idea generation. We regularly screen stocks in synchronization with key trends in the economy and in the fundamentals
of the companies. We explore and conduct research on several listed companies, observe secular and cyclical macro
trends and we have sector specialist analysts that track sector developments.

. Evaluation. A critical part of the investment process is the ongoing evaluation of companies. We evaluate companies
periodically by addressing critical queries related to business, management, valuations and capital efficiency. We
prepare a management scorecard where we assign a composite score based on various quantitative and qualitative
parameters to identify better managed companies. We have a team of research analysts to support the fund management
function by providing quantitative and qualitative inputs on several companies.

° Portfolio construction. Portfolio construction follows a rigorous process of stock selection and rebalancing as per the
stated weights and investment objectives. The sector weights are allotted based on the recommendation of the analyst
using top-down analysis and the macroeconomic landscape as perceived by the fund managers to identify the best
performing sectors for inclusion in the fund.

. Stock and portfolio monitoring. Regular, quarterly and annual meetings with analysts are conducted to monitor stocks
and portfolio activity and performance. Proactive meetings are undertaken by the fund managers to discuss any actions
to be taken.

Fixed Income Investments

For fixed income products, our portfolio managers position their funds based on their views on growth, inflation, liquidity and
interest rates. The fixed income investment process involves the following steps:

. Idea generation and research. The credit research team conducts its research and recommends companies that have
fixed income instruments. We have implemented an internal credit risk assessment framework and financial
benchmarks, and the amount and tenure limits proposed for each company is based on the merit of the company.
Detailed discussions are carried out in the investment committee at which investment limits are approved based on the
risk assessment.

. Credit selection, monitoring and risk mitigation principles. Our credit research team follows a strict credit research
framework while assessing the credit quality of various companies. The credit research process is designed to
determine if the investee company will be able to generate sufficient cash flows. There are three main aspects in our
credit risk attribution framework: business, financial and management. On the basis of investment norms, an
investment universe is created containing the companies and limits up to which investments can be made, both in long-
term as well as short-term instruments.

. Credit approval process. We follow a robust credit approval process for all fixed income products including bonds,

debentures, commercial paper and certificates of deposit. Our CEO, co-Chief Investment Officer, investment
committee and credit underwriting team form an integral part of the approval process.

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. Portfolio construction. We offer differentiated products to our customers and each of our schemes has defined
objectives and follows a separate investment strategy. Duration management forms an important component of fixed
income portfolio management.

Our Portfolio Management Services, Offshore and Real Estate Offerings

As part of our portfolio management services, offshore and real estate offerings, we provide discretionary, non-discretionary
and advisory services primarily to HNI individuals. As of June 30, 2021 and March 31, 2021, 2020 and 2019, we managed
AUM of 2115.15 billion, 2113.29 billion, 7128.74 billion and 2170.96 billion, respectively, as part of such businesses. We are
registered with SEBI as a portfolio manager under the SEBI (Portfolio Managers Regulations), 1993. As of June 30, 2021, our
portfolio management and investment advisory services fund management team comprised 14 members with an average of
more than eight years of experience with us.

Under our portfolio management services, we offer benchmark agnostic and concentrated portfolios that are primarily targeted
to HNI investors. Our Core Equity Portfolio, Top 200 Core Equity Portfolio and Select Sector Portfolio focuses on long-term
wealth creation by focusing in industries where the GDP growth pattern and have demonstrated sustainable growth and
consistently strong performance. Our India Special Opportunities Portfolio invests in companies that are likely to benefit from
some form of restructuring including turnarounds, changes in business cycles, management changes, deleveraging and
demergers. Our Nifty Next 100 Portfolio primarily invests in large and mid-cap stocks, with a goal of delivering higher returns
without exposure to the risk and volatility of a purely small and mid-cap investment strategy. Our Innovation Portfolio is a
thematic portfolio that invests in companies that create business value by actively innovating products and business processes.
Our offshore fund offerings include equity and fixed income funds domiciled in Mauritius, Ireland, Singapore and the Cayman
Islands. Our other alternative investments offerings include the India Small and Midcap Gems Fund, the Aditya Birla India
Income Opportunities Fund, the Aditya Birla Real Estate Debt Fund and the Aditya Birla Real Estate Special Opportunities.
The real estate funds we manage have been registered as Category II Alternative Investment Fund under the SEBI (AIF)
Regulations, 2012.

Fees and Expenses

We have entered into an investment management agreement with Aditya Birla Sun Life Mutual Fund, pursuant to which we
have agreed to act as asset manager and provide management and administrative services for Aditya Birla Sun Life Mutual
Fund and are responsible for its day-to-day management. Pursuant to this agreement, we are entitled to management and
advisory fees subject to SEBI prescribed ceilings.

We generate income principally from fees that are based on specified percentages of the net asset of the funds we manage. We
refer to these fees as management fees. Management fees are based on factors such as AUM, investment strategy, servicing
requirements, regulatory considerations, client relationships and client type. The fees charged for equity funds are generally
higher than the fees charged for debt and liquid funds. The SEBI (Mutual Funds) Regulations, 1996 impose certain limits on
the total expenses that can be charged to a mutual fund scheme.

Typically, equity funds have a relatively stable expense structure, while the expense structure for debt funds depend on the
duration of the fund and competitive environment and are generally lower than the maximum limits imposed by the regulator.

The fees we receive for our portfolio management services, offshore and real estate offerings are specific to each arrangement
and may vary depending on our contractual agreement with an investor.

Distribution Network

We have established an extensive and geographically diversified pan-India distribution network. As of June 30, 2021, we had
194 branches in India (and three outside India), spread over 27 states and six union territories, and which were supplemented
by 90 EM representative areas. As of the same date, our distribution network included over 66,000 KYD-compliant MFDs,
over 240 national distributors and over 100 banks/financial intermediaries.

As of June 30, 2021, our MFDs, national distributors and banks/financial intermediaries contributed to 30.18%, 14.37% and
8.59%, respectively, of our total QAAUM (excluding ETFs), while our direct marketing efforts contributed to 46.86%. As of
March 31, 2018, our MFDs, national distributors and banks/financial intermediaries contributed to 26.49%, 17.82% and
11.80%, respectively, of our total QAAUM (excluding ETFs), while our direct marketing efforts contributed to 43.89%.

We currently provide our MFDs a range of benefits through our Privilege Club channel loyalty program, including life and
health insurance, retirement planning and scholarships for their children, as well as professional enrichment tools, including
access to management development programs, business support platforms and social media support. We believe the nature of
our loyalty and rewards program for MFDs is unique and enables a strong sense of commitment and loyalty both ways.

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We employ a hub and spoke model, wherein branches serve as hubs and the nearby locations as spokes. Where hubs are too
distant from significant market potential, we utilize EM representatives to build our brand, increase our AUM and service our
investors, and may set up a new branch depending on the success of EM representatives in identified areas.

Marketing and Digital Initiatives

We believe in building and strengthening our relationships with existing customers and have focused our marketing efforts at
regional levels to cement our presence and engagement with over 4.69 million customers. Our corporate communications are
strategically structured to create brand awareness by using various communication tools for organic and earned media. This is
achieved | through active engagement with the media and extensive press outreach activities. We focus our attention on mass
communication of leadership views, fund management guidance, business and product updates and tech innovation to enable
brand visibility and recall. We also showcase our Company’s thought leadership through authored articles, surveys and expert
blogs and amplify these for both visibility as well as knowledge sharing with stakeholders. We also utilize innovative platforms,
such as a customer genome platform with artificial intelligence (“AI”) and machine learning (“ML”) mechanisms that helps
determine the next best conversation that we can hold with customers and analyze our customers’ preferred mode of transaction
or communication, enabling us to enhance customer experience.

 

In order to maximize customer engagement and minimize costs, we run a number of marketing initiatives which utilizes content
marketing, PR and social media platforms for influencer engagement and thought leadership content to gather earned media
and be cost effective. For example, #WinWithSIP is our largest and longest mass media investor awareness campaign that
serves to educate investors on the benefits of SIP as an investment tool. The campaign is communicated across various social
media and PR channels, radio and public announcements on metro and local trains, and billboards. We have also consistently
positioned our fund house as a thought leader in the asset management industry through pioneering initiatives such as Voyage,
our annual flagship investment gathering which we host in partnership with a leading media house in India, and
#WINWITHSIP, an award-winning awareness campaign for women investors. We also host several education webinars such
as “Healthy Wealthy Habit” and “Nivesh Pe Charcha” which are targeted towards developed markets and emerging markets,
respectively. Notwithstanding the COVID-19 lockdowns and social distancing measures in India, we hosted the first-ever digital
edition of Voyage in 2020.

Operations

The primary focus of our operations team is to execute all stages of a transaction process with minimal errors. Our operations
team aims to ensure prompt and efficient delivery of services to our clients, and we intend to efficiently manage our front-office
and back-office operations to provide our clients high levels of customer satisfaction. We have established process controls to
ensure accuracy and speed in transaction processing, such as time stamping and bar coding transactions, as well as the automated
process of credit confirmation. All processes are documented and audited periodically. End to end processing of transactions,
maintenance of data records and servicing are managed by our registrar and transfer agent, Computer Age Management Services
Limited (CAMS). Through our registrar and transfer agent CAMS, we processed approximately 12.69 million, 49.37 million,
53.92 million and 58.55 million mutual fund transactions during the three months ended June 30, 2021 and the financial years
2021, 2020 and 2019, respectively.

We have outsourced our fund accounting activity to a third-party team, which is responsible for all investment and unit capital
accounting and for maintaining books and records. They handle the valuation of portfolios at the end of each business day and
compute and disseminates NAV for all our funds, in accordance with SEBI requirements. They also monitor fund expenses and
help us in providing data for all statutory financial reporting.

Compliance

Our compliance team aims to ensure that we and the funds managed by us comply with applicable regulations including the
SEBI (Mutual Funds) Regulations, 1996, the SEBI (Portfolio Management Services) Regulations, 1993, the SEBI (Alternative
Investment Funds) Regulations, 2012 and various circulars and notifications issued by SEBI from time to time. In addition, the
AMFI also acts as an interface between the mutual fund industry and SEBI and issues certain clarifications and best practice
circulars.

Our compliance team is headed by our Head-Compliance, Legal & Secretarial, who directly reports to the CFO and our Board.
The primary responsibilities of the compliance team include ensuring compliance with the applicable regulations, advising,
designing, implementing, and monitoring required policies, processes and controls, timely reporting of statutory reports, forms
and other documents to instill a culture of compliance in the Company. The compliance team also plans and conducts training
programs and liaises with business intermediaries and industry players.

In accordance with applicable regulations, we are subject to a comprehensive and detailed inspection carried out by SEBI
(through a third-party independent firm of chartered accountants) with respect to all our mutual fund operations, including
activities outsourced such as fund accounting and registrar and transfer agents. Such inspections are conducted every year
pursuant to which SEBI issues its observations to our Board of AMC and Trustees. Similarly, an inspection is conducted for

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the operations of our portfolio management services, offshore and real estate offerings as and when SEBI deems fit. In addition,
we are subject to various periodic audits such as statutory audit and internal audit across business lines and also secretarial audit
of the AMC. Even for systems audit and cybersecurity, annually an audit is conducted by independent professionals and report
is submitted to our Board of Directors, our trustees and SEBI.

In order to comply with applicable statutory requirements, we have established robust systems, policies and processes. We have
implemented several policies including an anti-money laundering policy, a prohibition of insider trading policy, equity and debt
investment policies, a risk management policy, a dealing error policy, valuation policies for mutual funds and gold, a policy for
proxy voting in publicly-listed companies for our mutual funds, an outsourcing and vendor management policy, an information
security policy and a business continuity policy. We review and update our policies periodically.

Our Head of Compliance, Legal & Secretarial, who is supported by our compliance team ensures that regulatory reports are
filed on time, the contents of these filings are true and correct and all queries and requests for information from the regulator
are addressed and resolved in a prompt manner. Our compliance team has prepared a compliance manual, which is regularly
updated to reflect any change in applicable laws and regulations, in order to minimize the risk of oversight or non-compliance.

Our compliance team conducts various training programs with respect to the applicable regulatory requirements. Our
compliance team ensures that employees who interact with investors are trained to ensure compliance with the applicable laws
and to safeguard our interests, as well as the interests of our investors.

Risk Management

We have established a robust risk management framework that monitors firm-wide governance, risk and compliance. Our risk
management philosophy comprises the following the three lines of defense within the organization: (i) risk management by our
functional heads to ensure accountability and ownership at the frontline management level; (ii) risk oversight by our risk
management team, CEO, Risk Management Committee and Investment Committee; and (iii) independent assurance processes
conducted by our internal audit team, JV partners and group-level auditors, which are then further revised by our independent
Audit Committee.

We have an enterprise risk management framework in place, which includes key risk management activities such as risk
identification, risk assessment, risk response and risk management strategy. The identified risks are evaluated and managed by
either avoidance, transfer, mitigation or retention. The risks we face can be broadly classified as reputation risk, people risk,
regulatory risk, operational risk, investment risk, strategic risk and business risk. Close monitoring and control processes,
including the establishment of appropriate key risk indicators and key performance indicators are put in place to ensure that
tisk profiles are managed within policy limits.

We have implemented an Operational Risk Management framework to manage specific risks that may arise from inadequate
or failed internal processes, people, systems, or external events. To manage and control such risks, we use various tools
including self-assessments, operational risk event management and key risk indicator monitoring. We recognize that
information is a critical business asset and, accordingly, we have an information security and cyber security framework that
ensures all information assets are safeguarded by establishing comprehensive management processes throughout the
organization.

We have also implemented multiple and layered security controls including firewalls and anti-malware application that protect
us from cybersecurity threats and attacks. We have a 24/7 security operations center that is responsible for monitoring and
preventing cyber-attacks. We also have vulnerability assessment and penetration testing (“WAPT”) systems in place that assess
the security of our critical applications. This is supported by monitoring tools that assist in online monitoring and prevention of
cyber-attacks. The prevention and monitoring process is further complemented by a system of periodic third-party independent
vendor audits and information security risk assessments audits.

The risk management systems and procedures that we have in place demonstrate our commitment to working ethically and
functioning profitably while maintaining compliance with best practices and applicable laws, rules and regulations. They are
intended to provide reasonable but not absolute assurance against material misstatements or loss, as well as to ensure the
safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, and the
identification and management of business risk.

Customer Service
Customers are central to our business and are the driving force for our organization. We believe in empowering our customers

with real time information as well as enhance their investing experience through a host of value-added services as well as digital
solutions to provide a simple and seamless transacting experience.

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Our customer service team manages the servicing needs of our customers and distribution partners, overseeing both ground
level requirements as well as remote support. Our inbound contact center is open seven days a week to assist customers. Our
outbound contact center proactively engages with our customers to ensure that transactions and servicing needs are satisfied.

We have also implemented various initiatives with the aim of increasing efficiency and accessibility for our customers,
including the following:

¢ Senior citizen servicing. We provide additional support and assistance in order to elderly customers to ensure they
have the opportunity to benefit from the same high-quality level of experience and services that we offer to all our
customers.

¢ Social media. We have a central team that monitors all social media engagements on a 24/7 basis. We also have a
dedicated team that works to provide immediate responses to all customer concerns raised via our social media
platforms.

¢ Differential servicing. We seek to differentiate ourselves from our peers by keeping our services available on
Sundays and holidays. We also have a dedicated email desk and phone line to service non-resident Indian
(“NRI”) investors which can also assist with completing customer KYC.

. Tools to enhance experience. Our customer relationship management (“CRM”) system enables our customer services
and sales services employees to easily access a 360-degree profile view of investors. We also have a one-stop
information solution center that provides customers with access to information on all processes and products available.

Our grievance redressal mechanism is structured to address grievances in a fast and sensitive manner. All complaints and
grievances are captured and recorded in our CRM system, after which they are assigned to the relevant team for resolution. As
a result of our customer service initiatives, the number of complaints received has decreased over the years and we received 40
complaints, 131 complaints, 201 complaints and 580 complaints during the three months ended June 30, 2021 and the financial
years 2021, 2020 and 2019, respectively. We were among the top three AMCs in India with the lowest percentage of complaints
against folios for the financial years 2020 and 2021, according to the CRISIL Report. Our average turnaround time for
addressing customer complaints was 3.42 days, 5.70 days, 4.92 days and 4.04 days during the three months ended June 30,
2021 and the financial years 2021, 2020 and 2019, respectively.

Training and Investor Education

We have a dedicated team for investor education to increase awareness and understanding of our mutual funds. We believe in
creating a community of well-informed investors that are financially literate and capable of making investment decisions with
a comprehensive understanding of the potential investment risks and rewards. Our training modules appeal to a wide range of
investors of difference ages, professions, genders, geographic locations and languages, and have been designed to be
sustainable, scalable, and successful in their objectives to reach, teach and actively engage with common investors. As of June
30, 2021, we had reached more than 605,000 people through conducting over 9,400 training sessions, many of which have been
innovative “industry firsts.” The following sets forth some examples of our training and investor education initiatives:

. Nivesh Mahakumbh program. Nivesh Mahakumbh is our investor education program that is supported by industry
influencers, regional media and local associates, and had reached over 760,000 people, as of June 30, 2021.

. NIPUN learning academy. NIPUN is a learning platform through which we offer customized training modules
and workshops to help our channel partners improve their investment knowledge and skills.

. Samriddhi magazine. Samriddhi is an exclusive in-house print magazine, which are available to and specifically
designed to educate passengers on the move on Indian railways. Samriddhi offers thought-provoking content on
financial literacy and is also available in an easy-to-read digital avatar which had generated over 660,000 views
on our website and reached over 5 million passengers across over various routes, as of June 30, 2021.

. Investors’ Hangout program. Investors’ Hangout is fortnightly interactive session with some of the country's best
financial minds. Investors’ Hangout programs are live streamed on YouTube and Facebook as well as actively
promoted on Twitter, and had over 70,000 active users and over 5.50 million YouTube views, as of June 30, 2021.

. My First Financial Lessons & My First Pay Cheque. Under this initiative, we work with schools, colleges and
students, engaging them in financial education activities. We have associated with India’s National Institute of
Securities Markets (“NISM”) and partnered with more than 20 universities for this initiative. Through this
initiative, we had reached over 44,000 students across the country as of June 30, 2021.

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IT and Digital Platforms

In a highly dynamic and competitive marketplace, we believe that IT is pivotal to providing a seamless experience for our
investors. IT plays a significant role in our operations, including in relation to customer onboarding, online payments and other
transactions, fund management, dealing, accounting, customer service, data analytics and other functions. We endeavor to build
our digital properties for partners and customers, using latest technologies available in the market, which we believe ensure
scale, fault tolerance, and security.

We are continuously innovating to enhance our value proposition and accelerate our speed to market, by setting up a strong
application development center of excellence. Many of our technology assets are built in-house through the application
development unit using latest technologies. The following sets forth certain information technology systems that we have
implemented to maximize investor engagement and to ensure a superior customer experience at all stages of their investment:

. New Investment Platform (“NIP”). The NIP is a new state-of-the-art third-party investment platform which includes
a front office system that is integrated with a middle office/back-office system. This enables a seamless processing of
trades directly from dealers to exchange, reducing turnaround time. The NIP also provides real time feeds, enhanced
security and audit standards on a single screen which improves efficiency.

° E-scan. E-scan allows applications and forms received at branches to be scanned and sent directly for processing to a
registrar and share transfer agent, eliminating the requirement for manual processing. We have implemented e-scan at
over 170 branches, which we believe has resulted in a significant improvement in efficiency and productivity of branch
operation users and a processing time which is halved, improving customer experience.

° Investor portal. Our new investor portal provides an entire new experience for users of the portal. Investors are able
to carry out all transactions and requests on the portal. Our website was developed in-house using state of the art
technologies and has been designed to provide an optimal user experience backed by well-organized content and
analytical tools such as intuitive dashboards.

° Application Virtualization — Virtual Desktop Infrastructure (“VDI”). VDI infrastructure has been implemented with
over 1,200 users. VDI has provided additional security and has allowed us to reduce bandwidth cost as it enables its
users to running applications using lower bandwidth. VDI has facilitated branch roll outs, centralized data storage and
enabled flexible and remote working.

. WhatsApp for investors and distributors. We facilitate investor transactions through WhatsApp, including the
registration of new SIPs as well as making both lumpsum and SIP investments. Our distributors can also use WhatsApp
to easily connect with us, and are able to view their investor valuations and brokerage details as well as download
customers’ account statements and capital gain statements via WhatsApp.

. Robotic Process Automation (“RPA”) initiatives. With a continued focus on automating business processes and
maximizing efficiency, we have implemented over 27 RPA initiatives to automate manual business functions such as
cash flow automation, redemption payout and brokerage reconciliation. Our RPA initiatives have resulted in a
substantial improvement in process efficiency and minimization of mistakes caused by human error.

. Voice-based services via Google Assistant. We provide voice-based services for investors via Google Assistant. The
voice assistant acts as a 24/7 interface for investors to interact with us and address their various service requests,
including portfolio valuations and account statements.

. Email BOT for customers and Partner Priority Desk (“PPD”). PPDs assist and support our partners with various
service requests. An automated AI based email BOT was extended to PPD desks enabling smart automated responses
to email requests. The email BOT has been integrated with our CRM system to ensure a seamless customer experience.

. Application performance and log monitoring. To ensure reliability and consistent operating times of our systems, we
have implemented a real time application performance monitor and a log monitoring solution that has been extended
to monitor all key systems. The implementation of such programs has greatly improved detection, troubleshooting and
resolution of applications which were previously not operating at optimal levels.

° Video E-KYC. Due to the COVID-19 lockdown in India, we were no longer able to facilitate physical modes of KYC
application submissions. Our already available video e-KYC solution enabled us to circumvent this challenge, and the
use of our video e-KYC solution been seeing a rapid increase in usage on a daily basis. Investors can complete and
submit their KYC application from the safety and security of their homes with zero paperwork. We have been able to
lower the cost of onboarding and substantially reduce digital fraud, while maintaining compliance with SEBI
regulations.

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. Cloud-based sales. We have implemented a cloud-based sales solutions with the objective of streamlining day to day
activities of our sales representatives and relationship managers at a granular level. The solution provides information
on the engagement frequency defined for each relationship manager for every distributer category, and provides the
relevant users (including relationship managers, sales managers and zone heads) a holistic view on distributor data. It
also acts as a personal digital assistant for users.

. Cloud-based IVR. We have implemented a cloud-based Interactive Voice Response (“IVR”) and contact center
solution. The solution is location agnostic and is capable of handling 10,000 concurrent calls with 100% call recording
and reporting. It facilities the management of our campaigns and agents at lower costs.

° eOTM. eOTM is a one-click transaction designed to create a seamless registration process implemented for the
registration of electronic mandates. COTM was designed with convenience in mind to help customers avoid time
consuming processes that are often associated with internet banking. eOTM has improved customer experience
significantly, enabling our customers to efficiently invest in our schemes.

° Chatbot. We have implemented a chatbot on our website which provides our customers with self-service options in
relation to portfolio valuation, access to accounts and capital gain statements and investing in lump-sum and SIPs,
among other features.

° Digital self-service solutions for distributors. Our distributor website and mobile application provide digital self-
service options for our distributors. Distributors can carry out various tasks themselves at their convenience including
investor valuations, access to brokerage details and accounts and capital gains statements, and the ability to generate
smartlinks to quick pre-filled ARN hardcoded forms for investment that can be sent to customers. These smartlinks
facilitate SIP and lumpsum transactions and are sharable through various communication channels.

. API gateway for fintech. We have implemented an enterprise-grade application programming interface (“API”)
gateway for direct connectivity with various fintechs and other organizations through API. It enables us to easily
connect with external customers with full visibility and strong security.

. Digital addition of bank details. We provide our investors with the ability to digitally add up to five banks to their
existing portfolio. This feature enables our customers to carry out such transactions remotely, providing them with
added flexibility and convenience.

Competition

Our fee structure and our expenses depend on the competitive landscape in which we operate. We face significant competition
from companies seeking to attract clients’ financial assets, including traditional and online brokerage firms, other mutual fund
companies and larger financial institutions. Increased competition may result either in a decrease in AUM market share, increase
brokerage or commission costs, and other acquisition costs, or force us to reduce our management fees so as to preserve such
market share, which would decrease our total revenue and, to the extent our expenses remained stable, our net revenue.

The financial services industry is rapidly evolving and it is also intensely competitive. We compete with a large number of
investment management firms, investment advisors, commercial banks, brokerage firms, broker-dealers and other financial
institutions. We expect competition to continue and intensify in the future, primarily from the other large AMCs in India. It is
also possible that there may be consolidation in the market, between smaller or the larger participants. Any such consolidation
may increase competition in the market overall, or leave us at a competitive disadvantage. Mutual funds also compete with
products such as insurance, bank deposits, pension products, small savings schemes, as well as gold and real estate.

Industry wide management fees differ based on types of funds and products. Typically, equity funds have a relatively stable fee
structure, while the fee structure for debt funds depend on market conditions, the duration of the fund and competitive
environment. The fees on portfolio management assets and investment advisory services vary depending on our contractual
agreement with an investor.

See “Risk Factors — Internal Risk Factors — Risks Relating to our Business — Competition from existing and new market
participants offering investment products could reduce our market share or put downward pressure on our fees.” and “Industry
Overview” beginning on pages 33 and 86, respectively.

‘Human Resources
As of June 30, 2021, we had 1,312 employees, of which 1,002 were permanent employees. We firmly believe that our employees
are integral to the culture and continued success of our business and that our composition allows us to utilize our talent

efficiently and effectively.

The following table sets forth a breakdown of our employees by function as of June 30, 2021:
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Function Number of Employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Administration... Ley:
Alternative Business .. 2
Alternative Assets — Equity Investments 8
Alternative Assets — Fixed Income...... 2
Alternative Assets — Sales 9
Business Development . 17
Business Enablement 3
CEO's Office... 4
Compliance, Legal & Secretarial 15
12
2
Finance & Accounts . 26
Human Resources... 25
Information Technology 15
Institutional Sales .. 54
Investments — Equity ..... 21
Investments — Fixed Income 15
Investor Education and Distributor Development 12
Marketing . 17
Offshore. 18
Operations.. 268
Products. 8
Real Estate Investment Advisor 10
Retail Sales .. 718
Risk Management... . 13
Sales Enablement & Emerging Markets dL
Total ..... 1,312

 

Corporate Social Responsibility (“CSR”)

We have adopted a CSR policy in compliance with the requirements of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014. Our CSR policies are focused on health, education, livelihood and infrastructure
development. Our CSR expenditure incurred amounted to 7106.29 million, 786.90 million and %69.90 million for the financial
years 2021, 2020 and 2019, respectively, demonstrating our continuing support and commitment to CSR initiatives.

We work in conjunction with non-profit non-governmental organizations (“NGOs”) to establish healthcare facilities for rural
masses, provide sanitation and drinking water at schools donate to cancer care, and fund the purchase of medical equipment for
hospitals. We have also established various educational programs in partnership with NGOs including setting up remedial
classes for children from lower economic backgrounds. In addition, we fund scholarships for students and provide infrastructure
support to schools.

Awards

Over the years we have been recognized for our qualitative performance in various functions. For details of certain awards that
we have received in recent years, see “History and Certain Corporate Matters — Awards and Accreditations” beginning on
page 173.

Insurance

We maintain insurance policies that we believe are customary for companies operating in our industry. Our principal types of
coverage include directors and officers liability, cyber security, employee health and life, and investment management insurance
policies.

Intellectual Property

As of June 30, 2021, we did not have any registered intellectual property rights that are material to our business.

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Properties
Our registered office is situated at One World Center, Tower 1, 17th Floor, Jupiter Mills, Senapati Bapat Marg, Elphinstone

Road, Mumbai, 400 013, Maharashtra, India, on licensed premises. As of June 30, 2021, we had 194 branches across India, of
which 143 were located in B-30 cities.

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KEY REGULATIONS AND POLICIES

The following is a brief overview of certain Indian laws and regulations which are relevant to our Company’s business. The
information detailed below has been obtained from various legislations, including rules and regulations promulgated by
regulatory bodies that are available in the public domain. The overview set out below is not exhaustive and is only intended to
provide general information, and is neither designed, nor intended, to be a substitute for professional legal advice. For details
of government approvals obtained by our Company in compliance with these regulations, see “Government and Other
Approvals” beginning on page 295. The statements below are based on the current provisions of Indian law, which are subject
to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

SEBI Act

The main legislation governing the activities in relation to the securities markets in India is the SEBI Act and the rules,
regulations and notifications framed thereunder. The SEBI Act was enacted to provide for the establishment of SEBI whose
function is to protect the interests of investors and to promote the development of, and to regulate, the securities market. The
SEBI Act also provides for the registration and regulation of the function of various market intermediaries including stock-
brokers, depository participants, merchant bankers, portfolio managers, investment advisers, and research analysts. Pursuant to
the SEBI Act, SEBI has formulated various rules and regulations to govern the functions and working of these intermediaries.
SEBI also issues various circulars, notifications and guidelines from time to time, amongst other things, in accordance with the
powers vested with it under the SEBI Act. SEBI has the power to impose (i) monetary penalties under the SEBI Act and the
regulations made thereunder, and (ii) penalties prescribed under various regulations, including suspending or cancelling the
certificate of registration of an intermediary and initiating prosecution under the SEBI Act. Further, SEBI has the power to
conduct inspection of all intermediaries in the securities market, including stock-brokers, sub-brokers, investment advisers,
merchant bankers, underwriters, research analysts, to ensure, amongst others, that the books of account are maintained in the
manner required in accordance with applicable law.

In addition to the SEBI Act, the key activities of our Company are also governed by the following acts, rules, regulations,
notifications and circulars.

SEBI Mutual Fund Regulations
Overview

The SEBI Mutual Fund Regulations define a mutual fund as “a fund established in the form of a trust to raise monies through
the sale of units to the public or a section of the public under one or more schemes for investing in securities, money market
instruments, gold or gold related instruments, real estate assets and such other assets and instruments as may be specified by
the Board from time to time”. The SEBI Mutual Fund Regulations govern a wide range of issues in relation to a mutual fund
including eligibility of the sponsor, asset management company and the trustee, registration of the mutual fund and appointment
and management of the asset management company, procedure for launch of schemes, constitution and management of a mutual
fund and procedure for winding up of a scheme. SEBI also issues circulars, guidelines and notifications under this regulation
from time to time for the benefit and protection of the investors. SEBI notified the Securities and Exchange Board of India
(Mutual Funds) (Second Amendment) Regulations, 2021 (“MF Amendment Regulations’) on August 5, 2021 which will come
into force on the 270" day from the date of its publication in the official gazette. According to SEBI’s circular dated September
2, 2021, Regulation 25(16A) of SEBI Mutual Funds Regulations has been amended to mandate the AMCs to invest such amount
in such scheme(s) of the mutual fund, based on the risk associated with the scheme, as may be specified by SEBI from time to
time.

SEBI may grant a certificate of registration to a mutual fund, subject to terms and conditions as laid down and subject to
compliance of all directives, guidelines and/or circulars issued by SEBI from time to time. The mutual fund is managed and its
schemes are launched, operated and managed by an asset management company (“AMC”) appointed by the sponsor or the
trustee company. The sponsors of the mutual fund settle the trust through a trust deed.

Eligibility and Appointment of an AMC

Under the SEBI Mutual Fund Regulations, an AMC is defined as a company formed and registered under the Companies Act
which has received the approval of SEBI to act as an AMC to a mutual fund. To obtain SEBI’s approval, an AMC has to be
compliant with the prescribed eligibility criteria which includes, amongst other things,

(a) the directors of the AMC have adequate professional experience in finance and financial services related field and
have not been found guilty of moral turpitude or convicted of an economic offence or violation of securities laws;

(b) the key personnel of the AMC have not been found guilty of moral turpitude or convicted of an economic offence or
violation of securities laws or worked for any AMC or mutual fund or any intermediary during the period when the
registration of such AMC was suspended or cancelled by SEBI;

(co) at least one half of the board of directors of the AMC should not be associated in any manner with the sponsor or any
of its subsidiaries or the trustees;
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(d) the chairman of the AMC should not be a trustee of any mutual fund;

(e) the net worth of the AMC should not be less than 7500 million;

(£) in case the applicant is an existing AMC it has a sound track record, general reputation and fairness in transactions;

(g) the net worth of the asset management company as mentioned above is required to be maintained on a continuous
basis; and

(h) the applicant is a fit and proper person.

The approval from SEBI is subject to the continued compliance by the AMC of the terms and conditions provided under the
SEBI Mutual Fund Regulations.

Either the sponsor, or, if the power has been given under the trust deed to the trustee, then the trustee shall appoint the AMC
approved by SEBI for the investment and management of funds of the schemes of the mutual fund. The trustee and the AMC
are mandated under the SEBI Mutual Fund Regulations to enter into an investment management agreement in accordance with
the SEBI Mutual Fund Regulations.

Functioning of the AMC

The SEBI Mutual Fund Regulations regulate the functioning of the AMC. The AMC is prohibited from acting as a trustee to
any mutual fund. Additionally, the AMC cannot undertake any business activities other than in the nature of management and
advisory services provided to pooled assets. However, an AMC can undertake portfolio management services and advisory
services to non-broad based funds, subject to satisfaction of certain conditions prescribed under the SEBI Mutual Fund
Regulations. The obligations of the AMC include, inter alia, a duty on the AMC to exercise due diligence to ensure that the
investment of funds pertaining to any scheme is not contrary to the provisions of the SEBI Mutual Fund Regulations, a duty on
the AMC to exercise due diligence and care in its investment decisions, be responsible for the acts of commission or omission
by its employees or other persons whose services are procured by the AMC, to obtain in-principle approvals from the stock
exchanges where the units of the schemes of the mutual fund are proposed to be listed, and the AMC and the sponsor of the
mutual fund being liable to compensate affected investors and/or the scheme for any unfair treatment to any investor as a result
of inappropriate valuation, amongst others. The SEBI Mutual Fund Regulations also provides that: (a) the chief executive
officer (whatever be the designation) of an AMC is required to ensure that the mutual fund complies with all the provisions of
the SEBI Mutual Fund Regulations and the guidelines or circulars issued in relation thereto from time to time and that the
investments made by the fund managers are in the interest of the unit holders and shall also be responsible for the overall risk
management function of the mutual fund and (b) the Chief Executive Officer (whatever be the designation) is also required to
ensure that the AMC has adequate systems in place to ensure that the code of conduct for fund managers and dealers introduced
under the SEBI Mutual Fund Regulations, are adhered to in letter and spirit. Any breach of the mentioned code is required to
be brought to the attention of the board of directors of the AMC and its trustees. The SEBI Mutual Fund Regulations also
provide the trustees with the responsibility of overseeing the functioning of the AMC. The trustees have the right to obtain from
the AMC information that they deem to be necessary.

The board of directors of the AMC can be appointed only with the prior approval of the trustees. The trustee is also required to
ensure that before the launch of any scheme, the AMC has, among other things, appointed all key personnel including the fund
manager for the scheme(s) and submitted their biodata within 15 days of appointment. The trustees are also required to ensure
that the AMC has appointed requisite compliance officer, auditors and a registrar. Further, the trustees shall also ensure that
AMC has prepared a compliance manual and designed internal control mechanisms including internal audit systems, specified
norms for empanelment of brokers and marketing agents, and the requirement to obtain prior in-principle approval where units
are proposed to be listed, are complied with. All schemes shall be launched by the AMC after it has been approved by the
trustees and a copy of the offer document has been filed with SEBI.

Expenses Charged to Mutual Funds by an AMC

The SEBI Mutual Fund Regulations also prescribe the total expense ratio limits for the investment and advisory fees that asset
management companies can charge to mutual fund schemes and the expenses (including, inter alia, marketing and selling
expenses including agents’ commission, if any, brokerage and transaction costs, registrar services for transfer of units sold or
redeemed, fees and expenses of trustees, audit fees, custodian fees and investor communication costs but excluding issue or
redemption expenses) that these schemes can incur, and prohibits certain categories of expenses from being charged to mutual
fund schemes. All expenses incurred by a scheme are required to be within the limits specified under the SEBI Mutual Fund
Regulations.

However, if the actual expenses incurred by the funds/ schemes managed by the AMC exceed the limits prescribed by SEBI,
such expenses shall be borne by the AMC or trustee or sponsors.

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Shareholding in an AMC

Under the SEBI Mutual Fund Regulations, the sponsor of the mutual fund is required to contribute at least 40% to the net worth
of the AMC. Further, any person who holds 40% or more of the net worth of an AMC is deemed to be a sponsor and is required
to fulfil the eligibility criteria for sponsors under the SEBI Mutual Fund Regulations. No change in the controlling interest of
an AMC can be made unless, (a) prior written approval of the trustees and SEBI is obtained, (b) a written communication about
the proposed change is sent to each unitholder of the schemes of the mutual fund and an advertisement is given in two
newspapers, and (c) the unitholders of the schemes of the mutual fund are given an option to exit from their schemes on the
prevailing net asset value without any exit load within a time period of not less than 30 calendar days from the date of
communication. Under the SEBI Mutual Fund Regulations, the term ‘control’ is defined to mean: (i) in the case of a company
any person or, either individually or together with persons acting in concert who directly or indirectly, own, control or hold
shares carrying not less than 10% of the voting rights of such company; (ii) as between two companies, if the same person or,
either individually or together with persons acting in concert who directly or indirectly, own, control or hold shares carrying
not less than 10% of the voting rights of each of the two companies; or (iii) majority of the directors of any company who are
in a position to exercise control over the AMC.

No sponsor of a mutual fund, its associate or group company including the AMC of the mutual fund, through the scheme of the
mutual fund or otherwise, individually or collectively, directly or indirectly, nor any shareholder holding 10% or more of the
shareholding or voting rights of the AMC or the trustee company shall have (a) 10% or more of the shareholding or voting
rights in an AMC or trustee company of any other mutual fund; or (b) representation on the board of the AMC or the trustee
company of any other mutual fund.

Removal of the AMC

Under the SEBI Mutual Fund Regulations, the appointment of the AMC may be terminated by majority of the trustees or by
75% of the unit holders of the schemes of the mutual fund. However, any change in the appointment of the AMC shall be
subject to prior approval of SEBI and the unit holders of the schemes of the mutual fund.

Seed Investment in Open Ended Schemes

For each scheme of the mutual fund, the sponsor or the AMC is required to invest an amount which is not less than (a) 1% of
the amount raised in the new fund offer for a new scheme or (b) %5 million whichever is less, and such an investment cannot
be redeemed unless the scheme is wound up.

Pursuant to its circular no. SEBI/HO/IMD/DF4/CIR/P/2020/100 dated June 12, 2020 (“SEBI June 12, 2020 Circular”) issued
by SEBI has declared that, the above referred investment is required to be made in growth option of the scheme. For such
schemes where growth option is not available the investment is required to be made in the dividend reinvestment option of the
scheme. Further, for such schemes where growth option as well as dividend reinvestment option are not available the investment
is required to be made in the dividend option of the scheme. The SEBI June 12, 2020 Circular shall stand rescinded from such
date when the SEBI September 2, 2021 Circular (as defined below) shall come into force.

Restrictions on Business Activities of the AMC

The AMC shall not act as the trustee of a mutual fund or undertake any business activities other than in the nature of management
and advisory services provided to pooled assets including offshore funds, insurance funds, pension funds, provident funds, or
such categories of FPI subject to such conditions, as specified by SEBI through its circular no.
SEBI/HO/IMD/DF2/CIR/P/2019/155 dated December 16, 2019, if any of such activities are not in conflict with the activities
of the mutual fund.

However, the AMC may, itself or through its subsidiaries, undertake such activities, if it complies with the conditions and meets
the criteria specified in this regard in the SEBI Mutual Fund Regulations. Further, the AMC may, by itself or through its
subsidiaries, undertake portfolio management services and advisory services for other than broad based funds till further
directions, as may be specified by SEBI, subject to compliance with the following additional conditions:-

jw it satisfies SEBI that the key personnel of the AMC, the system, back office, bank and securities accounts are
segregated activity wise and there exists systems to prohibit access to inside information of various activities;

(ii) it meets the capital adequacy requirements, if any, separately for each such activity and obtains separate approvals, if
necessary, under the relevant regulations; and

(iii) ensures that there is no material conflict of interest across different activities.
Provided further that an asset management company may become a proprietary trading member for carrying out trades in the
debt segment of the recognised stock exchanges, on behalf of its mutual fund schemes and may also become a self-clearing

member of the recognised clearing corporations to clear and settle trades in the debt segment on behalf of its mutual fund
schemes.

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Code of Conduct for Fund Managers and Dealers

Pursuant to the SEBI (Mutual Funds) (Second Amendment) Regulations, 2020 fund managers (whatever be the designation),
are required to abide by the Code of Conduct for Fund Managers and Dealers specified in Part - B of the Fifth Schedule of the
SEBI Mutual Fund Regulations and submit a quarterly self-certification to the trustees that they have complied with the said
code of conduct or list exceptions, if any. The code of conduct includes, inter alia, (i) general obligations such as ensuring that
the investments are made in the interest of unit holders, striving for highest ethical and professional standards to enhance the
reputation of the markets, acting honestly in dealing with other market participants, not offering or accepting any inducement
in connection with the affairs or business of managing the funds of unitholders which is likely to conflict with the duties owed
to unitholders, disclose all interest in securities as required under applicable laws, not receive any gift or entertainment which
is not in adherence of the gift and entertainment policy of the AMC; (ii) communication channels, disclosures, need for
transparency; and (iii) execution standards including maintaining written records, the decision of buying or selling securities
together with detailed justification for such decisions and not indulging in any act of practice resulting in artificial window
dressing of net asset value.

SEBI Circulars on Enhancing Fund Governance for Mutual Funds

On November 30, 2017, SEBI issued a circular (ref no. SEBI/HO/IMD/DF2/CIR/P/2017/125) in relation to enhancing fund
governance for mutual funds, which was subsequently modified pursuant to a circular issued by SEBI on February 7, 2018 (ref
no. SEBI/HO/IMD/DF2/CIR/P/2018/19). The said circulars prescribe the tenure of independent trustees of Mutual Funds
(“Independent Trustees”) and independent directors of AMCs (“Independent Directors”) and appointment, eligibility and
tenure of auditors of the mutual fund.

With respect to the tenure of Independent Trustees and Independent Directors, the aforesaid circulars, inter alia, prescribe that
an independent trustee and independent director shall hold office for a maximum of two terms with each term not exceeding a
period of five consecutive years. Further, no independent trustee or independent director shall hold office for more than two
consecutive terms; however such individuals shall be eligible for re-appointment after a cooling-off period of three years.
During the cooling-off period, such individuals should not be associated with the concerned mutual fund, AMC and its
subsidiaries and/or the sponsor of AMC in any manner whatsoever. With respect to the auditors of the mutual fund, the aforesaid
circulars, inter alia, prescribe that no mutual fund shall appoint an auditor for more than two terms of maximum five consecutive
years and such auditor may be re-appointed after a cooling off period of five years and during the cooling off period, the
incoming auditor may not include any firm that has common partner(s) with the outgoing audit firm or any associate / affiliate
firm(s) of the outgoing audit firm which are under the same network of audit firms wherein the term “same network” includes
the firms operating or functioning, hitherto or in future, under the same brand name, trade name or common control.

SEBI Circular on Review of Additional Expenses of up to 0.30% Towards Inflows From Beyond Top 30 Cities

In terms of para A(1) of SEBI circular CIR/IMD/DF/21/2012 dated September 13, 2012, additional TER can be charged up to
30 basis points on daily net assets of the scheme as per regulation 52 of SEBI Mutual Fund Regulations, if the new inflows
from beyond top 15 cities are at least (a) 30% of gross new inflows in the scheme or (b) 15% of the average assets under
management (year to date) of the scheme, whichever is higher. The additional TER for inflows from beyond top 15 cities was
allowed with an objective to increase penetration of mutual funds in locations beyond the top 15 cities.

On February 2, 2018, SEBI issued a circular no. SEBI/HO/IMD/DF2/CIR/P/2018/16 in relation to review of additional expenses
of up to 0.30% towards inflows from beyond top 15 cities. The top 15 cities mean top 15 cities based on AMFI data on ‘AUM.
by Geography — Consolidated Data for Mutual Fund Industry’ as at the end of the previous financial year. With effect from
April 1, 2018, additional TER of up to 30 basis points would be allowed for inflows from beyond top 30 cities instead of beyond
top 15 cities.

On October 22, 2018, SEBI issued a circular no. SEBI/HO/IMD/DF2/CIR/P/2018/137 in respect of TER and performance
disclosure for mutual funds (“Additional TER Circular”), clarifying, among other things, that in relation to the charge of
additional TER in terms of Regulation 52(6A)(b) of SEBI Mutual Fund Regulations, additional TER can be charged upto 30
basis points on daily net assets of the scheme based on inflows only from retail investors from beyond the top 30 cities (B 30
cities). Therefore, inflows from corporates and institutions from B 30 cities would not be considered for computing the inflows
from B 30 cities for the purpose of the additional TER of 30 basis points.

SEBI circulars on TER for Mutual Funds

On February 2, 2018 and February 5, 2018, SEBI issued circulars in relation to change and disclosures in relation to TER for
Mutual Funds and disallowance of certain categories of AMCs from charging additional expenses (which is currently permitted
up to 0.05% of daily net assets of the scheme) (“February 2018 Circulars”), in terms of which, amongst other things, AMCs
are required to prominently disclose the scheme wise and date-wise TER of all schemes, on a daily basis under a separate head
“Total Expense Ratio of Mutual Fund Schemes” on their website and on the website of AMF in the format prescribed by SEBI.
Further, any change in the base TER excluding additional expenses as per the SEBI Mutual Fund Regulations in comparison to
previous base TER charged to any scheme is required to be communicated to investors of the scheme through notice at least

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three working days prior to effecting such change and is also required to be informed to the board of directors of the AMC
along with the rationale recorded in writing.

On June 5, 2018, consequent to the notification of the amendment to the SEBI Mutual Fund Regulations, which are effective
from May 30, 2018, SEBI issued a circular bearing no. SEBI/HO/IMD/DF2/CIR/P/2018/91 amending certain provisions of the
February 2018 Circulars, pursuant to which, amongst other things, additional TER can be charged up to 5 basis points on daily
net assets of the scheme pursuant to amendment to Regulation 52(6A)(c) of the SEBI Mutual Fund Regulations. In this respect,
it is clarified that with respect to Mutual Fund schemes, including close ended schemes, wherein exit load is not levied/not
applicable, the AMC shall not be eligible to charge the above mentioned additional expenses for such schemes. Further, the
circular requires all AMCs to disclose on a daily basis, the TER (scheme-wise and date-wise) of all schemes on the AMC’s
website and the website of the Association of Mutual Funds in India (“AMFI”) in the manner prescribed.

SEBI circular on Review of Commission, Expense, Disclosure Norms etc — Mutual Fund

In continuation of the Additional TER Circular, on March 25, 2019, SEBI issued a circular prescribing that inflows of amount
upto 2200,000 per transaction, by the individual investors shall be considered as inflows from “retail investor”. Further, the
circular mandated that AMCs shall prominently disclose on a daily basis, the scheme-wise and date-wise TER of all schemes
except infrastructure debt fund (IDF) schemes under a separate head on their website and on the website of the AMFI in a
downloadable spreadsheet format as specified. Further, any increase or decrease in TER in a mutual fund due to change in
AUM and decrease in TER in a mutual fund due to various other regulatory requirements would not require issuance of any
prior notice to the investors.

SEBI Circulars dated October 6, 2017, December 4, 2017 and September 11, 2020 (“SEBI Categorisation Circulars”)

The SEBI Categorisation Circulars seek to categorize and rationalize mutual fund schemes in order to enable customers to
better evaluate the different options available and take informed decisions to invest. In terms of the SEBI Categorisation
Circulars, schemes are classified into five groups: equity, debt, hybrid, solution-oriented and other schemes. These five groups,
in turn, collectively have 36 different categories of schemes under them. The SEBI Categorisation Circulars state that only one
scheme per category is permitted to continue to exist or be launched by a mutual fund, with certain exceptions. In addition,
AMCs are required to analyse their existing open-ended schemes and submit their proposals to SEBI in relation to merging,
winding up or changing the fundamental attributes of the funds within two months from the date of the SEBI Categorisation
Circulars, followed by carrying out necessary changes within three months from the date of issuance of observations by SEBI
on the submitted proposals. Further, SEBI has, by its circular no. SEBI/HO/IMD/DF3/CIR/P/2020/172 dated September 11,
2020, partially modified the scheme characteristics of multi cap funds, and directed that multi cap funds shall invest a minimum
of 75% of their total assets in equity and equity related instruments, such that a minimum of 25% of their total assets are
allocated to equity and equity related instruments of each of large cap companies, mid cap companies and small cap companies,
respectively.

SEBI Circulars on Investment Norms for Mutual Funds for Investment in Debt and Market Instruments

By its circulars dated October 1, 2019 and December 10, 2019 (“Investment Norms Circulars”), SEBI introduced certain
investment norms with respect to mutual funds investing in debt and money market instruments including restrictions on mutual
funds investing in unlisted debt instruments including commercial papers, other than (a) government securities, (b) other money
market instruments and (c) derivative products such as interest rate swaps, interest rate futures, etc. which are used by mutual
funds for hedging. Further, the Investment Norms Circulars also introduced restrictions in relation to (i) investment in debt
instruments having structured obligations or credit enhancements; (ii) sectoral exposure; and (iii) group level exposure.

SEBI Circular on Stewardship Code for all Mutual Funds and AIF's

Pursuant to circulars no. CIR/CFD/CMD1/168/2019 dated December 24, 2019 and no. SEBI/HO/CFD/CMD1/CIR/P/2020/55
dated March 30, 2020 issued by SEBI, with effect from July 1, 2020, Mutual Funds and all categories of AIFs are required to
mandatorily follow the stewardship code as prescribed by SEBI (“Stewardship Code”) in connection with stewardship
responsibilities of the AMC and other institutional investors in relation to their investments in listed equities. Stewardship
responsibilities include monitoring and actively engaging with investee companies on various matters including operational
and financial performance, strategy, corporate governance (including board structure, remuneration etc.), material
environmental, social, and governance opportunities or risks and capital structure. In terms of the principles of the Stewardship
Code, the AMC is required to amongst others, (i) formulate and publicly disclose a comprehensive policy on the discharge of
their stewardship responsibilities, publicly disclose it, and review and update it periodically; (ii) to have a clear policy on how
it manages conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it; (iii) continuously monitor
the investee companies and formulate a comprehensive policy on monitoring in accordance with the Stewardship Code; (iv) to
have a clear policy on intervention in their investee companies and to have a clear policy for collaboration with other
institutional investors, where required, to preserve the interests of the ultimate investors, and such policy should be disclosed.;
(v) have a clear policy on voting and disclosure of voting activity; and (vi) should periodically report their stewardship activities.

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SEBI Circular on Enhancement of Overseas Investments Limits for Mutual Funds

On November 5, 2020 SEBI issued a circular bearing no. SEBI/HO/IMD/DF3/CIR/P/2020/225 enhancing the limits on overseas
investments per mutual fund. Mutual Funds can make overseas investments subject to a maximum of US$ 600 million per
mutual fund, within the overall industry limit of US$ 7 billion. Further, mutual funds are permitted to invest in overseas
exchange traded funds subject to a maximum of US$ 200 million per mutual fund, within the overall industry limit of US$1
billion. If mutual funds launch new schemes, intended to invest in overseas securities/overseas exchange traded funds, they are
required to ensure that the scheme documents disclose the intended amount that they plan to invest in overseas
securities/overseas exchange traded funds, subject to maximum limits as specified above. Such limits disclosed in scheme
documents are valid for a period of six months from the date of closure of the new fund offer. Thereafter the unutilized limit,
if any, will not be available to the mutual fund for investment in overseas securities /overseas exchange traded funds and will
be available towards the unutilized industry wide limits. For all ongoing schemes that invest or are allowed to invest in overseas
securities/overseas exchange traded funds, an investment headroom of 20% of the average AUM in overseas securities/overseas
exchange traded funds, of the previous three calendar months will be available to the mutual fund for that month to invest in
overseas securities/overseas exchange traded funds, subject to maximum limits specified above.

SEBI Circular on Norms for Investment and Disclosure by Mutual Funds in Exchange Traded Commodity Derivatives
(“ETCDs”)

SEBI vide its circulars dated May 21, 2019 and June 05, 2020 permitted mutual funds to participate in ETCDs. Pursuant to
circular dated January 15, 2021, SEBI clarified that exposures with respect to short position in ETCDs not exceeding the holding
of the underlying goods received in physical settlement of ETCD contracts and short position in ETCDs not exceeding the long
position in ETCDs on the same goods, will no longer be considered in the cumulative gross exposure. SEBI further clarified
that mutual funds cannot write options, or purchase instruments with embedded written options in goods or on commodity
futures.

SEBI Circular on Go Green Initiatives

SEBI vide its circular dated March 4, 2021, deleted the requirement of filing monthly cumulative report (“MCR”) in physical
mode in addition to providing the same through email as mentioned in previous SEBI circulars dated July 31, 2000 and April
30, 2008. It specified that AMCs are required to submit MCR only through email. Further, SEBI also revised the format of
annual statistical report (“ASR”) which was provided in the SEBI circular dated April 26, 2002. ASR in the revised format is
now required to be submitted to SEBI through email only.

SEBI Circular on Product Labelling in Mutual Fund Schemes - Risk-O-Meter

SEBI revised the guidelines for product labelling in mutual funds, vide its circular no. SEBI/HO/IMD/DF3/CIR/P/2020/197
dated October 5, 2020. The revisions made to the guidelines are as follows: (i) risk level of a scheme will be depicted by a risk-
o-meter, (ii) risk-o-meter will have six levels of risk starting from low risk to very high risk, (iii) based on the scheme
characteristics, mutual funds are required to assign risk level for schemes at the time of launch of scheme/new fund offer, (iv)
any change in risk-o-meter needs to be communicated through email or SMS to unitholders of the particular scheme, (v) risk-
o-meter is required to be evaluated on a monthly basis and mutual funds/AMCs need to disclose the risk-o-meter along with
portfolio disclosure for all their schemes on their respective website and on AMFI website within 10 days from the close of
each month, (vi) mutual funds are required to disclose risk levels of schemes at the end of the financial year, along with the
number of times the risk level has changed over the year, on their website and AMFI website, (vii) mutual funds are required
to publish a table of scheme wise changes in risk-o-meter in their annual reports and abridged summary. Product needs to be
disclosed on front page of initial offering application form, scheme information documents and key information memorandum,
common application form and scheme advertisements. SEBI also clarified that a change in risk-o-meter will not be considered
as a Fundamental Attribute Change of the scheme in terms of regulation 18(15A) of SEBI Mutual Fund Regulations.

SEBI Circular on disclosure of risk-o-meter of scheme, benchmark, and portfolio details to investors

On August 31, 2021, SEBI issued a circular on disclosure of risk-o-meter of scheme, benchmark, and portfolio details to
investors. According to this circular, AMCs are required to disclose risk-o-meter of the scheme wherever the performance of
the scheme is disclosed and risk-o-meter of the scheme and benchmark wherever the performance of the scheme vis-a-vis that
of the benchmark is disclosed, in all disclosures. Further, AMCs are also required to provide a feature wherein a link is provided
to the investors to their registered email to enable the investors to directly view or download only the portfolio of schemes
subscribed by the said investor. AMCs are also required to enter into arrangements with their selected Index providers to provide
the risk-o-meter for their benchmarks to the AMCs latest by the fifth day subsequent to the end of the month.

SEBI Circular on Cyber Security and Cyber Resilience Framework for Mutual Funds/Asset Management Companies

SEBI issued a circular bearing no. SEBI/HO/IMD/DF2/CIR/P/2019/12 dated January 10, 2019 making the framework
prescribed in previous SEBI circular no. CIR/MRD/DP/13/2015 dated July 6, 2015 on cyber security and cyber resilience
framework, applicable to all mutual funds/AMC. Accordingly, mutual funds/AMCs are required to take necessary steps to put
in place systems for implementation of cyber security framework with effect from April 1, 2019.

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SEBI Circular on System Audit Framework for Mutual Funds/Asset Management Companies

On April 11, 2019 SEBI issued a circular bearing no. SEBI/HO/IMD/DF2/CIR/P/2019/57 to enhance and standardize the
systems audit framework for mutual funds. According to the framework, audit should encompass audit of systems and
processes, inter alia, related to examination of integration of front office system with the back office system, fund accounting
system for calculation of net asset values, financial accounting and reporting system for the AMC, unit-holder administration
and servicing systems for customer service, funds flow process, system processes for meeting regulatory requirements,
prudential investment limits and access rights to systems interface. Further, SEBI advised mutual funds/AMCs to conduct
systems audit on an annual basis by an independent CISA/CISM qualified or equivalent auditor to check compliance of the
provisions of this circular.

SEBI Circular on Technology Committee for Mutual Funds/Asset Management Companies

On April 11, 2019, SEBI issued a circular bearing no. SEBI/HO/IMD/DF2/CIR/P/2019/058 advising AMCs to constitute a
technology committee comprising experts proficient in technology. Such committee must have at least one independent external
expert with adequate experience in the area of technology in mutual fund industry. Further, the technology committee is required
to review the cyber security and cyber resilience framework for mutual funds/AMCs on system audit framework for mutual
funds and asset management companies.

SEBI Circular on Creation of a Segregated Portfolio in Mutual Fund Schemes

In order to ensure fair treatment to all investors in case of a credit event and to deal with liquidity risk, SEBI has permitted
creation of segregated portfolio of debt and money market instruments by mutual funds schemes. On December 28, 2018, SEBI
issued a circular bearing no. SEBI/HO/[MD/DF2/CIR/P/2018/160 allowing AMCs to create segregated portfolio in a mutual
fund scheme, subject to: (i) downgrade of a debt or money market instrument to ‘below investment grade’, or (ii) subsequent
downgrades of the said instruments from ‘below investment grade’, or (iii) similar such downgrades of a loan rating. SEBI
clarified that in case of difference in rating by multiple credit rating agencies, the most conservative rating will be considered.
Further, the creation of segregated portfolio needs to be based on issuer level credit events. Creation of segregated portfolio is
optional and is completely on the AMCs discretion. It should be created only if the scheme information document of the scheme
has provisions for segregated portfolio with adequate disclosures. AMCs creating a segregation portfolio are required to have
a detailed written down policy on creation of segregated portfolio approved by its trustees.

SEBI Circular on Participation of Mutual Funds in Commodity Derivatives Market in India

On June 5, 2020, SEBI issued a circular partially modifying its circular dated May 21, 2019 on holding of physical goods by
mutual fund schemes. According to this circular, no Mutual fund schemes are allowed to invest in physical goods except in
‘gold’ through Gold ETFs. However, since mutual fund schemes participating in ETCDs can hold the underlying goods in case
of physical settlement of contracts, in that case mutual funds are required to dispose of such goods from the books of the scheme,
at the earliest, not exceeding the timeline prescribed: (i) 180 days from the date of holding for gold and silver, (ii) for other
goods, by the immediate next expiry day of the same contract series of the said commodity.

SEBI Circular on Norms for investment and disclosure by Mutual Funds in Derivatives

On June 18, 2021, SEBI issued a circular partially modifying its circular dated August 18, 2010 on guidelines for participation
of mutual fund schemes in Interest Rate Swaps (“IRS”). According to this circular, mutual funds can enter into plain vanilla
IRS for hedging purposes only if the value of the notional principal does not exceed the value of the respective existing assets
being hedged by the scheme. In case the mutual fund scheme participates in the IRS through over the counter transactions, the
counter party has to be an entity recognized as a market maker by RBI and exposure to a single counterparty in such transactions
cannot exceed 10% of the net assets of the scheme. However, if mutual funds are transacting in IRS through an electronic
trading platform offered by the Clearing Corporation of India Ltd. (CCIL) and CCIL is the central counterparty for such
transactions guaranteeing settlement, the single counterparty limit of 10% will not be applicable.

SEBI Circular on Alignment of interest of Key Employees of Asset Management Companies with the unitholders of the
Mutual Fund Schemes

On April 28, 2021, SEBI issued a circular to align the interest of key employees of AMCs with unitholders of the Mutual Fund
Schemes, effective from July 1, 2021 further extended to October 1, 2021 by SEBI circular dated June 25, 2021. According to
this circular, a minimum of 20% of the salary/perks/bonus/non-cash compensation, net of income tax and any statutory
contributions of the key employees of the AMCs will be paid in the form of units of the mutual fund schemes in which they
have a role or oversight, and such compensation paid in the form of units shall be proportionate to the AUM of the schemes in
which the key employee has a role or oversight. According to the circular, key employees include the chief executive officers
(CEO), chief investment officers (CIO), chief risk officers (CRO), chief information security officers (CISO), chief operation
officers (COO), fund manager(s), compliance officer, sales heads, investor relation officer(s) (IRO), direct reportees to the
CEOs (excluding personal assistants or secretaries), fund management teams and research teams, and other employees as
identified by the AMCs and trustees. Further, units allotted to the Key Employees will be subject to clawback in the event of
violation of Code of Conduct for employees adopted by the AMCs, fraud, gross negligence by them, as determined by SEBI.

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SEBI Circular on Alignment of interest of Asset Management Companies) with the unitholders of the Mutual Fund Schemes
(“SEBI September 2, 2021 Circular”)

On September 2, 2021, SEBI issued a circular to align the interest of AMCs with unitholders of the Mutual Fund Schemes.
According to this circular AMCs are required to invest a minimum amount as a percentage of assets under management in their
scheme(s), based on the risk value assigned to the scheme(s). Factors such as risk value of the scheme as per the risk-o-meter
of the immediately preceding month will need to be considered when making such investments. Further AMCs are required to
maintain the investment at all points of time till the completion of the tenure of the scheme or till the scheme is wound up.
AMCs are required to conduct a quarterly review to ensure compliance with the requirement of investment of minimum amount
in the scheme(s) which may change either due to change in value of the AUM or in the risk value assigned to the scheme.
Further, based on their review of quarterly average AUM, shortfall in value of the investment in scheme(s), if any, will be
required to be made good within seven days of such review. Pursuant to such review, AMCs also get the option to withdraw
any excess investment than what is required. AMCs may invest from their net worth or the sponsor may fund the AMC to fulfil
the aforesaid obligations, if required. However, the AMCs shall be required to make good the shortfall in the minimum net
worth to comply with the requirement of the Mutual Fund Regulations in case of sustenance of temporary mark to market loss
for two consecutive quarters. AMCs also need to ensure that such temporariness of the mark to market loss is certified by the
statutory auditor. Further, AMCs are not required to invest in ETFs, index funds, overnight funds, funds of funds scheme(s)
and in case of close ended funds wherein the subscription period has closed as on date of coming into force of MF Amendment
Regulations.

SEBI Circular on Valuation of Securities with multiple put options present ab-initio

On July 9, 2021, SEBI issued a circular on valuation of securities with multiple put options present ab-initio wherein put option
is factored into valuation of the security by the valuation agency. According to the circular, if a Mutual Fund does not exercise
the put option while in favour of the scheme, then the Mutual Fund has to provide a justification for not exercising the put
option to the Valuation Agencies, Board of AMC and Trustees. As a result, the Valuation Agency cannot take into account the
remaining put options for the purpose of valuation of security. The put option will be considered as ‘in favour of the scheme”
if the yield of the valuation price ignoring the put option under evaluation is more than the contractual yield/coupon rate by 30
basis points.

SEBI Circular on prudential norms for liquidity risk management for open ended debt schemes

On June 25, 2021, SEBI issued a circular directing AMFI to prescribe a suitable framework for liquidity risk management for
open ended debt schemes (except Overnight Fund, Gilt Fund and Gilt Fund with 10-year constant duration) in consultation with
SEBI. The framework specified by AMFI shall come into force with effect from December 1, 2021 for all existing open ended
debt schemes (except Overnight Fund, Gilt Fund and Gilt Fund with 10-year constant duration). However, mutual funds, may
choose to adopt the framework specified by AMFI before the effective date, at their discretion. Further, SEBI made
clarifications on its circular dated November 6, 2020 specifying norms regarding holding of liquid assets in open ended debt
schemes and stress testing of open ended debt schemes. According to the clarifications made by SEBI, the base for regulatory
limit calculations other than Asset Allocation Limits should be 100% of Net Assets and the base for Asset Allocation limits
should be Net Assets excluding the extent of minimum stipulated liquid assets.

SEBI Circular on Potential Risk Class Matrix for debt schemes based on Interest Rate Risk and Credit Risk

On June 7, 2021, SEBI issued a circular on classification of all debt schemes in terms of a Potential Risk Class matrix consisting
of parameters based on maximum interest rate risk and maximum credit risk. According to the circular, AMCs continue to
retain the same category of their schemes and have full flexibility to place single/multiple schemes in any cell of the Potential
Risk Class (“PRC”) Matrix. However, once a PRC cell selection is done by the scheme, any change in the positioning of the
scheme into a cell resulting in a risk (in terms of credit risk or duration risk) which is higher than the maximum risk specified
for the chosen PRC cell, will be considered as a fundamental attribute change of the scheme in terms of regulation 18(15A) of
SEBI (Mutual Fund) Regulations, 1996. Further, Mutual Funds are required to inform the unitholders about the d classification
in one of the 9 PRC cells and subsequent changes, if any, through SMS and by providing a link on their website referring to the
said change. For new debt schemes, the AMCs are required to choose the PRC cell at the time of filing of Scheme Information
document (SID) with SEBI.

SEBI Circular on enhancement of overseas investment limits for mutual funds

On June 3, 2021, SEBI issued a circular partially modifying its circular dated November 5, 2020 on overseas investment limits
per mutual fund. According to this circular, overseas investment limits for mutual funds has been enhanced. As per the revised
overseas investment limits, mutual funds can make overseas investments subject to a maximum of US $ 1 billion per mutual
fund, within the overall industry limit of US $ 7 billion and they can make investments in overseas Exchange Traded Fund
subject to a maximum of US $ 300 million per Mutual Fund, within the overall industry limit of US $ 1 billion.

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SEBI Portfolio Manager Regulations

The SEBI Portfolio Manager Regulations govern the functioning of portfolio managers. As per this regulation, ‘portfolio’ means
“the total holdings of securities and goods belonging to any person” and a ‘portfolio manager’ is “a body corporate which
pursuant to a contract with a client, advises or directs or undertakes on behalf of the client (whether as a discretionary portfolio
manager or otherwise), the management or administration of a portfolio of securities or goods or the funds of the client, as the
case may be”. A portfolio manager may also deal in goods received in delivery against physical settlement of commodity
derivatives.

Any applicant proposing to act as portfolio manager is required to be registered as a ‘portfolio manager’ with SEBI under the
said regulations. The certificate of registration is valid till it has been suspended or cancelled by SEBI. In order to determine
whether the portfolio manager is a fit and proper person, SEBI may take into account the criteria as laid down under Schedule
II of Securities and Exchange Board of India (Intermediaries) Regulations, 2008. Additionally, in terms of the SEBI Portfolio
Managers Regulations, any applicant proposing to act as a portfolio manager should have a net worth of not less than %50
million and for those portfolio managers who were granted a certificate of registration prior to the commencement of the SEBI
Portfolio Managers Regulations, are required to raise their net worth to 750 million within a period of 36 months from January
16, 2020.

The SEBI Portfolio Manager Regulations requires the portfolio manager to segregate each client’s funds and portfolio of
securities and keep them separately from its own funds and securities and be responsible for safe keeping of the client’s funds
and securities. The portfolio manager, before taking up an assignment of management of funds or portfolio of securities on
behalf of a client, is required to enter into an agreement in writing with the client clearly defining the inter-se relationship and
setting out their mutual rights, liabilities and obligations relating to the management of funds or portfolio of securities containing
the details as specified in Schedule IV of the SEBI Portfolio Manager Regulations and other details including the investment
approach, investment objectives and services to be provided, types of instruments, proportion of exposure etc.

Prior to entering into such agreement, the portfolio manager must provide to the client a disclosure document specified in the
SEBI Portfolio Manager Regulations, which shall contain, inter alia, portfolio risks, investment approach, complete disclosures
in respect of transactions with related parties as per the accounting standards specified by the ICAI in this regard, performance
of the portfolio manager, the audited financial statements of the portfolio manager for the immediately preceding three years,
details of conflicts of interest related to services offered by group companies or associates of the portfolio manager, and the
portfolio management performance of the portfolio manager for the immediately preceding three years. The disclosure
document is required to be certified by an independent chartered accountant and filed with SEBI before circulation and before
issuance to any other party, and in the event of a material change in the document, portfolio manager shall file the disclosure
document with material change within seven working days from the date of the change. Pursuant to the receipt of the
registration, the disclosure document shall be placed on the website of the portfolio manager at all times.

The portfolio manager shall, in compliance with the SEBI Portfolio Manager Regulations, furnish periodical reports to the
client which shall contain all the necessary details of the portfolio so being managed for the client. In addition, every portfolio
manager is required to abide by the code of conduct laid down under Schedule III of the SEBI Portfolio Manager Regulations.
Further, in order to observe high standards of integrity and fairness in all its professional dealings, the portfolio manager must
under all circumstances avoid any conflict of interest in his decisions in the capacity of a portfolio manager and accordingly
disclose to his clients all such circumstances, as and when a conflict of interest may arise. A portfolio manager is required to
ensure fair treatment to all its customers.

Pursuant to its circular no. SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020, SEBI has issued certain guidelines
for portfolio managers in relation to (i) the fees and charges which can be levied by portfolio managers; (ii) on-boarding of
clients without the intermediation of persons engaged in distribution; (iii) the description of the term ‘investment approach’ in
connection with disclosure and reporting requirements of the portfolio managers; (iv) periodic reporting and reporting of
performance by portfolio managers; (v) requirements in connection with the disclosure document; and (vi) supervision of its
distributors.

SEBI AIF Regulations

Under the SEBI AIF Regulations, a ‘manager’ is a person or an entity who has been appointed by the AIF to manage its
investments. The manager of the AIF can also be the sponsor of the AIF. For Category I and II AIFs, the manager or the sponsor
of the AIF is required to maintain a continuing interest in the AIF of not less than 2.5% of the corpus or %50 million, whichever
is lower, in the form of investment in the AIF. For Category III AIFs, the manager or the sponsor of the AIF is required to
maintain a continuing interest in the AIF of not less than 5% of the corpus or 7100 million, whichever is lower. A certificate of
registration is mandatory for an entity or a person to act as an AIF and such certificate shall be granted, subject to compliance
with the requisite conditions under the SEBI AIF regulations. The registration of the AIF is, amongst other things, also
dependent on the ability of the manager to effectively discharge its activities by having the necessary infrastructure and
manpower. The manager is required to be a ‘fit and proper person’, based on the criteria specified in Schedule II of the Securities
and Exchange Board of India (Intermediaries) Regulations, 2008. The obligations of the manager include maintenance of
records, addressing the complaints of the investors, taking steps to address conflicts of interest, ensuring transparency and
providing all information sought by SEBI. The manager is also required to establish and implement written policies and

169
procedures to identify, monitor and appropriately mitigate conflicts of interest throughout the scope of business. If the corpus
of an AIF is more than 25,000 million, the manager, sponsor or AIF is required to appoint a custodian registered with SEBI for
safekeeping of securities. However, irrespective of the size of the corpus of the AIF, the sponsor or manager of category III
AIF shall appoint such custodian. Funds of Category I AIFs are allowed to invest in units of Category I AIFs of the same sub-
category. Funds of Category II AIFs and Category III AIFs are allowed to invest in units of Category I or Category II AIFs.

The SEBI (Venture Capital Funds) Regulations, 1996 (“SEBI VCF Regulations”) have been repealed by the SEBI AIF
Regulations. However, the funds registered as venture capital funds under SEBI VCF Regulations shall continue to be regulated
by the said regulations till the existing fund or scheme managed by the fund is wound up and such funds shall not launch any
new scheme, and cannot increase the targeted corpus of the fund or scheme after notification of the SEBI AIF Regulations.

Further, SEBI by its circulars dated February 6, 2020 and June 12, 2020, had also notified certain disclosure standards for AIFs
including templates for the private placement memorandums (“PPM”) for AIFs, annual audit to ensure compliance with the
disclosure standards in relation to the PPMs and performance benchmarking of AIFs.

SEBI (Investment Advisers) Regulations, 2013

The SEBI (Investment Advisers) Regulations, 2013 (“SEBI Investment Advisers Regulations”), provides that no person shall
act as an investment adviser unless he holds a certificate granted by SEBI under such regulations. The SEBI Investment Advisers
Regulations, lays down, amongst other things, the eligibility criteria, conditions for grant of certificate to an investment adviser
and its general obligations and responsibilities. Further, every investment adviser is required to abide by the Code of Conduct
as specified under the SEBI Investment Advisers Regulations at all times.

SEB] also issued consultation papers in October 2016, June 2017 and January 2018, which set out certain proposals with respect
to amendments to the SEBI Investment Advisers Regulations. Based on comments received by SEBI in relation to the above
mentioned consultation papers, SEBI issued another consultation paper on January 15, 2020 (“2020 Consultation Paper”) and
the recommendations in the 2020 Consultation Paper were approved by SEBI at its board meeting held on February 17, 2020.
These changes, which have been notified on July 3, 2020 and shall be effective from September 30, 2020, are in relation to,
amongst other things, (i) client level segregation between investment advisory and distribution activities; (ii) the implementation
of advice and execution; (iii) mandatory agreements between investment advisors and clients; (iv) methods of charging fees by
investment advisers; (v) eligibility criteria for investment advisers; and (vi) the discontinuation of the revalidation of investment
adviser registration through a certification program for investment advisers.

SEBI (Foreign Portfolio Investors) Regulations, 2019 (“SEBI FPI Regulations”)

The SEBI FPI Regulations were notified on September 23, 2019 and provide the framework for registration and procedures
with regard to foreign investors who propose to make portfolio investments in India. As per the SEBI FPI Regulations, a ‘foreign
portfolio investor’ (“FPI”) means “a person who has been registered under Chapter II of these regulations and shall be deemed
to be an intermediary in terms of provisions of the Act”. An application for grant of certificate as a FPI has to be made to
designated depository participant in the prescribed form with the prescribed fee, which shall grant the certificate on behalf of
SEBI. In order to be eligible for registration as a FPI, the applicant is required to meet certain criteria including that the applicant
must not be a resident Indian, a non-resident Indian or an overseas citizen of India, and must be a resident of the country whose
securities market regulator is a signatory to the International Organization of Securities Commission’s Multilateral
Memorandum of Undertaking or a signatory to the bilateral Memorandum of Understanding with the SEBI. The obligations of
FPIs includes among other things, obtaining a Permanent Account Number from the Income Tax Department, undertaking
necessary KYC on its shareholders/investors and appoint a compliance officer.

The SEBI FPI Regulations categorise FPIs into Category I and Category II FPIs and also specify the restrictions on the
investments to be made by FPIs and the general obligations and responsibilities of FPIs. The Securities and Exchange Board of
India (Foreign Portfolio Investor) Regulations, 2014 (“2014 Regulations”) were repealed by the SEBI FPI Regulations, and
FPIs registered under the 2014 Regulations are required to be re-categorised by their respective designated depository
participants.

SEBI (Intermediaries) Regulations, 2008

The SEBI (Intermediaries) Regulations, 2008 provide the framework for registration of intermediaries and the general
obligations of intermediaries, as defined thereunder. The definition of ‘intermediary’ includes an asset management company
in relation to SEBI Mutual Fund Regulations. A certificate of registration is mandatory to act as an intermediary under such
regulations. Such certificate granted to an intermediary is permanent unless surrendered by the intermediary or suspended or
cancelled. An intermediary is required to, among other things, making endeavours for prompt redressal of investor grievances,
appoint a compliance officer and abide by the Code of Conduct specified in the Regulations. Intermediaries shall not render,
directly or indirectly, any investment advice about any security in the publicly accessible media unless a disclosure of their
interest has been made while rendering such advice.

170
Prevention of Money Laundering

In terms of the provisions of the PMLA and the Prevention of Money Laundering (Maintenance of Records) Rules, 2005, AMC
are required to follow certain customer identification procedures while undertaking a transaction either by establishing an
account based relationship or otherwise by monitoring their transactions. In this regard, SEBI has also issued the master circular
dated October 15, 2019 setting out guidelines on anti-money laundering standards and combating the financing of terrorism
and obligations of securities market intermediaries under the PMLA and rules framed there under.

Miscellaneous

In addition to the above, an AMG, as an entity operating in the securities market in India, is required to comply with applicable
securities laws in India, including, amongst others, the SEBI Takeover Regulations, Securities and Exchange Board of India
(Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the PMLA, the SCRA and the Indian
Contract Act, 1872. An AMC is also required to comply with the provisions of the Companies Act, FEMA, labour laws, and
various state specific shops and establishment legislations, various tax related legislations and other applicable regulations,
notifications, circulars and guidelines, and other applicable statutes and policies along with the rules formulated thereunder for
its day-to-day operations.

171
HISTORY AND CERTAIN CORPORATE MATTERS
Brief History of our Company

Our Company was originally incorporated as ‘Birla Capital International AMC Limited’ at Mumbai, Maharashtra as a public
company under the Companies Act, 1956, pursuant to a certificate of incorporation dated September 5, 1994, issued by the RoC
and commenced operations pursuant to a certificate for commencement of business dated November 10, 1994, issued by the
RoC. Further, the name of our Company was changed from ‘Birla Capital International AMC Limited’ to ‘Birla Sun Life Asset
Management Company Limited’ pursuant to which a revised certificate of incorporation was issued by the RoC dated June 29,
1999. Subsequently the name of our Company was changed from ‘Birla Sun Life Asset Management Company Limited’ to
“Aditya Birla Sun Life AMC Limited’ and a revised certificate of incorporation dated July 17, 2017 pursuant to change of name
was issued by the RoC.

Changes in our Registered Office

The following table sets forth details of the changes in the registered office of our Company since the date of its incorporation:

 

Date of change Details of the address of registered office Reason

 

October 28, 1994 Change in registered office from 61, Sakhar Bhavan, 6" floor, 230, Nariman Point, | Administrative convenience
Bombay- 400021 to Voltas International House, 3 floor, 28, N.G.N. Vaidya Marg,
Fort, Bombay- 400023

 

October 5, 1998 Change in registered office from Voltas International House, 3" floor, 28, N.G.N. | Administrative convenience
Vaidya Marg, Fort, Bombay- 400023 to 2” floor Ahura Centre, A Wing 96/A-D
Mahakali Caves Road, Andheri (E) Bombay - 400093

 

June 1, 2009 Change in registered office from 2" floor Ahura Centre, A Wing 96/A-D Mahakali | Administrative convenience
Caves Road, Andheri (E) Mumbai - 400093 to One World Center, Tower 1, 17%
Floor, Jupiter Mills Compound, 841, S. B. Marg, Elphinstone Road, Mumbai —
400013, Maharashtra, India

 

 

 

 

 

Main Objects of our Company
The main objects contained in our Memorandum of Association are as follows:
1. “To carry on the business of acting as Investment Agents for Mutual Funds.

2. To carry on the Business of Providing financial services, consultancy, exchange of, or otherwise dealing in research and
analysis on commercial basis as long as those are not in conflict with the fund management activities.”

The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently
being carried on and proposed to be carried on by our Company.

Amendments to our Memorandum of Association

The following table set forth details of the amendments to our Memorandum of Association, in the last 10 years:

 

 

Date of Shareholders’ Details of the amendments
resolution/Effective date
April 6, 2021 Clause V of the Memorandum of Association was amended to reflect the split in the authorised share capital of

our Company from %200,000,000 divided into 20,000,000 equity shares of 210 each to 200,000,000 divided
into 40,000,000 equity shares of 25 each and the increase in the authorised share capital of our Company from
%200,000,000 divided into 40,000,000 equity shares of 5 each to 1,600,000,000 comprising 320,000,000
Equity Shares of face value of 5 each.

June 24, 2017 Clause I of our Memorandum of Association was amended to reflect the change in name of our Company from
‘Birla Sun Life Asset Management Company Limited’ to ‘Aditya Birla Sun Life AMC Limited’

 

 

 

 

 

Major Events and Milestones in the History of our Company

The table below sets forth the key events and milestones in the history of our Company:

 

 

 

 

 

Calendar Year Particulars
1994 The Aditya Birla group and The Capital Group of Companies, Inc. USA jointly set up Birla Capital International
AMC Limited
1995 Our first equity fund - Birla Advantage Fund and first debt scheme - Birla Income Plus was launched
1996 Expanded our operations in Mauritius through our Subsidiary, Aditya Birla Sun life AMC (Mauritius) Limited
1999 Acquired rights to manage the schemes of Apple AMC and entered into the Existing Shareholders Agreement

 

 

 

with inter alia Sun Life AMC, Sun Life Assurance Company of Canada
172

 
 

Calendar Year Particulars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2002 Launched portfolio management services

2005 ‘Acquired rights to manage the schemes of Alliance Capital Mutual Fund

2008 Launched our CSIP with life insurance cover at 100 times the first SIP amount (after a three year period)

2011 Expanded our business in Singapore and Dubai through our Subsidiaries Aditya Birla Sun Life Asset
Management Company Pte Ltd and Aditya Birla Sun Life Asset Management Company Limited, respectively

2012 Launched Aditya Birla Financial Services Privilege Club, a loyalty program for MFDs

2014 Conducted our first investment event - Voyage, which is our annual flagship investment event

2014 ‘Acquired rights to manage the schemes of ING AMG

2014 Mutual fund QAAUM (excluding our domestic FoFs) crossed 21,000 billion as of September 30, 2014

2015 Launched our personal finance magazine Samriddhi in select Shatabdi Trains which has reached over 5 million
passengers across various routes, of June 30, 2021.

2016 Launched “Active Account” application, to facilitate quick and easy transactions in liquid funds

2016 Launched ‘Investors Hangout’ and the same received over 70,000 active users and over 5.5 million YouTube
views, as of June 30, 2021.

2017 Launched Nivesh Mahakumbh program our investor education program that reached over 760,000 people, as
of June 30, 2021.

2017 Launch of instant redemption facility for our liquid fund investors

2018 Achieved over 6 million total folios (including our domestic FoFs)

2018 Mutual fund QAAUM (excluding our domestic FoFs) crossed 2,500 billion as of September 30, 2018

2021 Crossed closing AUM milestone of 3,000 billion on July 29, 2021

 

Awards and Accreditations

 

 

 

 

 

 

Calendar Award
Year
2021 Outlook Money Awards 2020
¢ Gold Award in the “Innovative Approach to Investor Education 2020”
Asia Asset Management 2021 Best of the Best Awards
« — Best Investor Education
¢ Best Digital Wealth Management
Aditya Birla Sun Life AMC Limited loyalty and rewards program ‘Privilege Club’ bagged awards in two categories at
the 14th Customer Fest Leadership Awards
¢ Best Use of Innovation in Loyalty Marketing
¢ Best Overall Loyalty Program (Multi-Industry)
2020 Asia Asset Management 2020 Best of the Best Awards
« CEO of the Year to A Balasubramanian
« Best Investor Education
Aditya Birla Sun Life AMC Limited loyalty and rewards program ‘Privilege Club’ bagged awards in three categories at
the 13th Customer Fest Leadership Awards
© Best Channel Loyalty Program
¢ Best Loyalty Program in Financial Sector (Non-Banking)
¢ Best Loyalty Program in B2B sector
2019 Asia Asset Management 2019 Best of the Best Awards
¢ — Best Investor Education
Outlook Money Awards 2019
¢ Equity AMC of the Year — Gold Award Winner
¢ Innovative Approach to Investor Education — Gold Award Winner
Morningstar Awards 2019
« — Best Fund House — Overall
The Economic Times
« — Best Brand 2018-2019
Outlook Business
« — Recognition as one of “India’s Best Fund Managers 2019” for Anil Shah
2019 Lipper Fund Awards from Refinitiv - MENA Markets

 

173

 
 

© Category: Best Fund over 5 years and 10 years, Bond Indian Rupee
= Fund: ABSL Dynamic Bond-Retail-Growth

© Category: Best Fund over 3 years, Equity India
= Fund: ABSL India GenNext Fund-Growth

© Category: Best Fund over 5 years, Equity Sector Financials
* Fund: ABSL Banking & Financial Services — Growth

2018 Moneycontrol Wealth Creator Awards 2018

© Best Asset Management Fund of the Year

 

Asia Asset Management 2018 Best of the Best Awards
« Best Fund House
* CEO of the Year to A Balasubramanian
¢ ClO of the Year ~ Equity to Mahesh Patil

 

 

 

 

Corporate Profile of our Company

For details in relation to our corporate profile including details of our business, profile, activities, services, market, growth,
competition, launch of key products, entry into new geographies or exit from existing markets, technology, and managerial
competence, see “Our Business”, “Our Management”, “Management's Discussion and Analysis of Financial Condition and
Results of Operations” and “Risk Factors” beginning on pages 135, 181 and 270, respectively.

Our Holding Company

ABCL, one of our Promoters, is our holding company. For details, see “Our Promoters and Promoter Group” beginning on
page 198.

Key Terms of all Subsisting Shareholders Agreements
Key terms of shareholders agreements

(1) Shareholders agreement dated May 19, 1999 entered between Birla Global Finance Limited, Birla Group Holdings
Private Limited (formerly Birla Group Holdings Limited), Sun Life AMC, Sun Life Assurance Company of Canada and
our Company, subsequently amended and restated pursuant to an agreement dated October 10, 2012 and further
amended pursuant to amendment agreements dated December 24, 2015 and January 14, 2021 (collectively referred to
as the “Existing Shareholders Agreement”)

The Existing Shareholders Agreement was executed between parties to record their agreement regarding, among other
things, the manner in which our Company’s affairs were to be conducted. Under the terms of the Existing Shareholders
Agreement, ABCL and Sun Life AMC have certain rights with respect to the Equity Shares and our Company, including
amongst others:

Board of Directors: ABCL shall at all times be entitled to nominate one Director more than Sun Life AMC and the number
of Independent Directors appointed on the Board of our Company shall be the minimum number of Independent Directors
required to be appointed under the applicable law (who will be recommended by ABCL and Sun Life AMC in the same
proportion in which our Directors are nominated). Until the groups of ABCL and Sun Life AMC continue to hold at least
40% of the share capital of our Company, ABCL and Sun Life AMC are entitled to maintain this proportionate
representation of Directors and so long as the groups of ABCL and Sun Life AMC own at least 26% of the share capital of
our Company, they will be entitled to nominate at least one Director on the Board of our Company. Further, the Chairman
of our Company and of our Board would always be a nominee of ABCL. As of the date of this Prospectus, Kumar Mangalam
Birla and Ajay Srinivasan are nominated by ABCL and Colm Freyne and Sandeep Asthana are nominated by Sun Life AMC
on the Board pursuant to the terms of the Existing Shareholders Agreement. Further, as mentioned above, pursuant to the
terms of the Existing Shareholders Agreement, ABCL has the right to nominate one more director on our Board.
Additionally, A Balasubramanian has been appointed as the chief executive officer and Managing Director by our Board
pursuant to the terms of the Existing Shareholders Agreement.

Quorum: With respect to meetings of the Board and the Shareholders of our Company, there will be no quorum unless at
least one Director or representative (for Shareholders meetings) nominated by each of Sun Life AMC and ABCL are present.

Affirmative vote: ABCL and Sun Life AMC have affirmative voting rights with respect to matters, including but not limited
to (a) any amendment to our Company’s Memorandum of Association or Articles of Association; (b) any change of our
Company's name, brand or logo; (c) any change in the capital structure of our Company and (d) any fundamental corporate
change including, without limitation, the amalgamation, reorganization, dissolution, winding up, merger or liquidation of
our Company.

In addition to the above, ABCL and Sun Life AMC have other rights such as rights with respect to transfer of Equity Shares,
arrangement regarding dispositions, equity and shareholder loan related participation and information rights.

174
The parties to the Existing Shareholders Agreement have executed a termination agreement dated April 19, 2021 pursuant
to which the rights and obligations of Sun Life Assurance Company of Canada and BG Holdings under the Existing
Shareholders Agreement were terminated and Sun Life Assurance Company of Canada and BG Holdings ceased to be
parties to the Existing Shareholders Agreement.

(2) Restated Amendment and Termination Agreement

The remaining parties to the Existing Shareholders Agreement being ABCL, Sun Life AMC and our Company executed an
amendment and termination agreement dated April 19, 2021 to the Existing Shareholders Agreement which was further
amended and restated on September 9, 2021 (the “Restated Amendment and Termination Agreement”) pursuant to
which the parties have agreed to the following:

Applicable from the date of execution of the Restated Amendment and Termination Agreement, among others:
(a) ABCL and Sun Life AMC are and shall be the only “Promoters” of our Company.

(b) The Restated Amendment and Termination Agreement provides for certain indemnity to be provided by the concerned
Promoter to our Company with respect to any short-withholding taxes or non-withholding taxes arising from the Offer
for Sale or towards any liability arising out of certain past corporate actions relating to their shareholding, subject to
limitations relating to time and capped amounts towards indemnity.

Applicable on the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges pursuant to the
Offer (the “Listing Date”), subject to and only upon receipt of approval by the Shareholders of our Company by way of a
special resolution in a general meeting.

a) Board of Directors: The number of Directors to be nominated by ABCL and Sun Life AMC of the Board of our
Company shall be in the proportion set out below:

 

 

 

 

 

‘Shareholding of each of ABCL and Sun Life AMC ‘Number of directors to be ‘Number of directors to be
as a percentage of the share capital nominated by ABCL nominated by Sun Life
AMC
30% or more Three Two
26% or more but less than 30% Two ‘One
Less than 26% Nil Nil

 

 

 

 

With respect to the aforesaid thresholds, the Restated Amendment and Termination Agreement clarifies that (i) for the
purposes of calculating the shareholding percentage as mentioned above, any dilution on account of exercise of
employee stock options shall not be taken into consideration; and (ii) the Independent Directors on our Board and the
Managing Director and the Chief Executive Officer shall be nominated by our Board and shall not be nominated by
ABCL or Sun Life AMC and the position of Managing Director and the Chief Executive Officer of our Company shall
be held by the same person and accordingly, requirement of approval by the shareholders of our Company for
appointment of the Managing Director shall also apply for appointment of the Chief Executive Officer of our Company.

Subject to Indian law and the shareholding thresholds mentioned above, ABCL/Promoter Group of our Company, other
than those forming part of the Sun Life Group shall have the right to nominate a Director and as the Chairman of our
Company and of our Board. Sun Life AMC will cause its nominee Directors on our Board to elect the Director
nominated by ABCL/Promoter Group of our Company, other than those forming part of the Sun Life Group, as the
Chairman. The Chairman will preside over meetings of the Board and will be entitled to a casting vote.

ABCL/ Promoter Group of our Company, other than those forming part of the Sun Life Group and Sun Life AMC also
have consequential rights such as removal or replacement of Directors nominated by them and appointment of alternate
directors.

b) Information related rights: So long as ABCL or Sun Life AMC holds at least 10% of the share capital of our Company
on a fully diluted basis, subject to Indian law, our Company is required to provide information (including business,
operational or financial information) that ABCL or Sun Life AMC, as applicable, or their affiliates (as such term is
defined in the Restated Amendment and Termination Agreement) may request in connection with any applicable law
(including requirements with respect to regulatory audits, review, filings, reports or submissions) in their respective
jurisdictions or regulatory requirement or in connection with any legal or regulatory proceedings. Further, subject to
Indian Law, our Company is required to provide, as and when requested by ABCL or Sun Life AMC, as applicable,
or their affiliates, financial statements requested by ABCL or Sun Life AMC, as applicable, or their affiliates, including
in accordance with the accounting standards or practices generally accepted in India and, if requested, Canada or for
the purposes of its consolidation of financial statements. Subject to Indian law, our Company, on request by ABCL or
Sun Life AMC, as applicable, will provide any additional financial information monthly or as at the end of any quarter
during the financial year as ABCL or Sun Life AMC, or their affiliates, may reasonably require.

175
c) For the purposes of calculating any shareholding thresholds for exercising the above rights, the shareholding of the
affiliates of ABCL or Sun Life AMC, as applicable, will also be taken into consideration.

The Restated Amendment and Termination Agreement provides that from the Listing Date, without any further action,
including any corporate action, the Existing Shareholders Agreement shall automatically terminate and cease to have
any force and effect other than rights set out above and certain customary survival clauses such as confidentiality,
dispute resolution, indemnity and injunctive relief.

Other than the rights as mentioned above, none of the special rights available to any shareholders of our Company would survive
post listing of the Equity Shares.

(3) Restated Inter-se Agreement

ABCL and Sun Life AMC have executed the Restated Inter-se Agreement on September 9, 2021 to record certain inter se
rights and obligations of ABCL and Sun Life AMC (including post-Offer) and other related matters. The Restated Inter-se
Agreement shall come into force on and from the date of listing and commencement of trading of the Equity Shares on the
Stock Exchanges pursuant to the Offer. Under the terms of the Restated Inter-se Agreement, ABCL and Sun Life AMC
have agreed inter alia with respect to:

a) Complying with minimum public float requirements: With respect to sale of the Equity Shares in order to meet the
minimum public shareholding requirements, ABCL and Sun Life AMC shall offer for sale to the public such number
of Equity Shares in such proportion that is mutually agreed by ABCL and Sun Life AMC in writing provided that the
shareholding of (i) ABCL in our Company shall not be required to reduce below 45% of the share capital of our
Company; and (ii) Sun Life AMC in our Company shall not be required to reduce below 30% of the share capital of
our Company subject to any dilution caused solely due to the issuance of new Equity Shares pursuant to the exercise
of any options granted to an employee pursuant to any employee stock option schemes of our Company. ABCL and
Sun Life AMC shall mutually agree in writing a roadmap or mechanism to determine the obligations of ABCL and
Sun Life AMC in connection with the minimum public shareholding required to be achieved by our Company
following the completion of the Offer, in accordance with the applicable regulations. The fees and expenses relating
to secondary component for such follow-on offering shall be shared between ABCL and Sun Life AMC involved in
such transaction as may be mutually agreed between ABCL and Sun Life AMC, subject to compliance with applicable
law.

b) Voting arrangements: As long as each shareholder group of ABCL and Sun Life AMC holds at least 26% of the share
capital of our Company and subject at all times to Indian law, in respect of any decision in relation to any of the matters
set out below and only to the extent that such matter requires and will be placed for approval by the Shareholders of
our Company under Indian law, ABCL and Sun Life AMC shall mutually agree on voting prior to casting such vote
and neither ABCL nor Sun Life AMC shall vote in favour of any resolution to be approved in such meeting unless
both ABCL and Sun Life AMC agree to vote in favour of such resolution:

any material change in the nature of the business currently carried on by our Company or the entering into a new
business by our Company, which are required to be approved by shareholders under Indian law;

« any fundamental corporate change requiring the approval of the Shareholders of our Company, including, without
limitation, the amalgamation, reorganization, dissolution, winding up, merger or liquidation of our Company, and all
matters associated therewith;

« any matter requiring the approval by the shareholders of our Company relating to the appointment of the chief
executive officer and/or executive director of our Company; and

© creation of, or material changes to, any policy relating to long-term or deferred compensation plans or managements
for key employees requiring the approval by the Shareholders of our Company.

c) Transfer and pledge provisions: The Restated Inter-se Agreement provides for certain transfer and pledge restrictions
and provides for permitted transfers in relation to the Equity Shares by ABCL or Sun Life AMC. Subject to the terms
of the Restated Inter-se Agreement, ABCL and Sun Life AMC have agreed to certain transfer related rights, including
right of first refusal and piggy-back (or tag-along) rights with respect to Equity Shares that are proposed to be
transferred to third parties by either ABCL or Sun Life AMC, and right to transfer Equity Shares in case of
dissatisfaction with the joint venture relationship in respect of our Company or in case of an event of default (as defined
under the Restated Inter-se agreement) with respect to ABCL or Sun Life AMC, as applicable. Any such transfer of
Equity Shares is required to be completed in accordance with Indian law, including SEBI regulations and pricing
guidelines.

d) Non-competition: The parties have agreed that neither of ABCL and Sun Life AMC will, and each of ABCL and Sun
Life AMC will cause its affiliates not to, directly or indirectly, without the prior written consent of the other

176
shareholder, at any time during which ABCL and Sun Life AMC or any of their affiliates is a direct or indirect
Shareholder of our Company and for a period of six months after ceasing to be a direct or indirect shareholder of our
Company, inter alia, directly or indirectly engage in any undertaking in India that is in whole or in part competitive
with any of the businesses carried on, directly or indirectly, by our Company or any of our Subsidiaries and certain
other related restrictions subject to certain exceptions as agreed under the Restated Inter-se Agreement.

e) Subject to the shareholding thresholds mentioned above under “Restated Amendment and Termination Agreement”
the Promoters have agreed to, and to cause their nominee shareholders, if any, to, use their voting power to vote in
favour of the appointment as a Director of the individual nominated by the other Promoter and in respect of election
of Chairman in terms of the Restated Amendment and Termination Agreement, Sun Life AMC has agreed to cause its
nominee Directors on our Board to elect the Director nominated by ABCL as the Chairman of our Company and of
our Board. The Promoters will also use their voting power to vote in favour of the removal of any existing Director
where the Promoter that nominated such Director requests that such nominee be removed. Further subject to Indian
law, ABCL’s right to nominate a Director and as the Chairman of our Company and of our Board, shall mean to
include the right available to the Promoter Group of our Company, other than those forming part of the Sun Life Group.

The Restated Inter-se Agreement shall terminate by way of the written agreement of ABCL and Sun Life AMC; or the
date on which either of ABCL and its group and Sun Life AMC and its group becomes the beneficial owner of all of the
Equity Shares, directly or indirectly or either group ceases to hold, directly or indirectly, any Equity Shares.

For details of risks arising out of the Restated Inter-Se Agreement, see “Risk Factors — Our Promoters, ABCL and Sun
Life AMC, have agreed to certain inter-se arrangements that shall come into effect upon the listing of our Equity Shares.
ABCL and Sun Life AMC will continue to significantly influence our Company after completion of the Offer” on pages
44-45.

B. Key terms of other material agreements
Trademark License Agreement dated February 20, 2018 entered into amongst our Company and ABCL

ABCL and our Company entered into a trademark license agreement dated February 20, 2018, pursuant to which our Company
was granted a sub-license by ABCL to use trade-marks, marks artworks and domain names including ‘Aditya Birla Capital’,
and logos thereof by ABCL which were originally granted as a license to ABCL by Aditya Birla Management Corporate Private
Limited pursuant to a Trade License Agreement dated August 29, 2017. This sub-license was granted to our company in
connection with the business operations of our Company and can only be used for those purposes within the territory of India.
The license with ABCL is royalty free, non-exclusive, non-assignable and non-transferable. ABCL has the right to terminate
the agreement with immediate effect, upon occurrence of certain events, including, resolution passed by our Company to
voluntary wind-up, or our Company is adjudicated to be bankrupt or is taken into liquidation.

Name license agreement dated May 19, 1999 entered into between our Company and Sun Life Assurance Company of
Canada

Sun Life Assurance Company of Canada and our Company have entered into a name license agreement dated May 19, 1999,
pursuant to which our Company has been granted a non-transferable and non-exclusive right and license to use the letters “Sun
Life” as part of its corporate name and trade name in India. Sun Life Assurance Company of Canada has the right to terminate
the agreement upon occurrence of certain events of default, including, if our Company makes an arrangement or composition
with the general body of our creditors, or a winding-up order is passed against our Company. Upon occurrence of any event of
default, if Sun Life Assurance Company of Canada notifies our Company of such occurrence and that it desires to terminate
the agreement, then our Company is obligated to forthwith but no later than 60 days discontinue the use of the name “Sun Life”
or “Sun” or any other similar words.

Agreements with Key Managerial Personnel, Directors or any other Employee
There are no agreements entered into by a Key Managerial Personnel or Director or Promoters or any other employee of our
Company, either by themselves or on behalf of any other person, with any shareholder or any other third party with regard to

compensation or profit sharing in connection with dealings in the securities of our Company.

Our Subsidiaries

As of the day of this Prospectus, our Company has four Subsidiaries and one step-down Subsidiary, as set forth below:

Subsidiaries
1. Aditya Birla Sun Life AMC (Mauritius) Limited
Corporate Information

177
Aditya Birla Sun Life AMC (Mauritius) Limited was incorporated as a private company limited by shares under the
Companies Act, 2001 in Mauritius on May 20, 1996, and received its certificate for commencement of business
(certificate of incorporation) on May 20, 1996. The company registration number of Aditya Birla Sun Life AMC
(Mauritius) Limited is 16470/2625. Its registered office is situated at Sanne House, Bank Street, Twenty Eight,
Cybercity, Ebene 72201, Mauritius.

Aditya Birla Sun life AMC (Mauritius) Limited provides investment management services to India Advantage Fund
Limited, a company incorporated in Mauritius and authorised by the Financial Services Commission, Mauritius to
operate as a collective investment scheme.

Capital Structure and Shareholding

Aditya Birla Sun life AMC (Mauritius) Limited has an authorised capital of US$45,000 divided into 4,500 ordinary
shares of par value US$10 each.

The following table sets forth details of the shareholding of Aditya Birla Sun Life AMC (Mauritius) Limited:

 

 

 

 

S.No. Name of the Shareholder No. of ordinary shares of par value Percentage of total
us$10 shareholding (%)

1 Our Company 4,500 100.00

Total 4,500 100.00

 

 

 

 

 

Amount of accumulated profits or losses

As of June 30, 2021, there are no accumulated profits or losses of Aditya Birla Sun life AMC (Mauritius) Limited, not
accounted for, by our Company.

Aditya Birla Sun Life Asset Management Company Pte Ltd

Corporate Information

Aditya Birla Sun Life Asset Management Company Pte Ltd was incorporated under the Singapore Companies Act as
a private limited company. Its company registered number is 201001946G. Its registered office is situated at 16 Raffles

Quay, 32-04 Hong Leong Building, Singapore 048581.

Aditya Birla Sun Life Asset Management Company Pte Ltd is engaged in the business of fund management as
authorized by the Monetary Authority of Singapore.

Capital Structure and Shareholding

The authorized share capital of Aditya Birla Sun Life Asset Management Company Pte Ltd is SGD 13,600,000 at face
value of SGD 1 per share.

The following table sets forth details of the shareholding of Aditya Birla Sun Life Asset Management Company Pte
Ltd:

 

 

 

 

‘Name of the Shareholder No. of ordinary shares of par value Percentage of total
SGD1 shareholding (%)
Our Company 13,600,000 100.00
Total 13,600,000 100.00

 

 

 

 

Amount of accumulated profits or losses

As of June 30, 2021, there are no accumulated profits or losses of Aditya Birla Sun Life Asset Management Company
Pte Ltd. (Singapore), not accounted for, by our Company.

Aditya Birla Sun Life Asset Management Company Limited
Corporate Information

Aditya Birla Sun Life Asset Management Company Limited was incorporated as a private company under the laws,
rules and regulations of the Dubai International Financial Center (“DIFC”) of Dubai on November 9, 2010 and
received its certificate for commencement of business on November 9, 2010. Its registered address is at Office No. 5,
Level 7, Al Fattan Currency House, Tower 1, P.O. Box 482027, DIFC, Dubai, UAE. Aditya Birla Sun Life Asset
Management Company Limited is engaged in the business of pursuing activities described under the commercial
license issued to it by the DIFC. The company registration number of Aditya Birla Sun Life Asset Management
Company Limited is CL0993.

178
Capital Structure and Shareholding

As of the date of this Prospectus, details of the capital structure of Aditya Birla Sun Life Asset Management Company
is as follows:

The authorized share capital of Aditya Birla Sun Life Asset Management Company Limited is US$ 5,000,000 divided
into ordinary equity shares of face value US$1 each and its issued, subscribed and paid-up share capital is US$
3,125,000 divided into ordinary equity shares of face value US$ 1, each fully paid up.

The following table sets forth details of the shareholding of Aditya Birla Sun Life Asset Management Company
Limited:

 

 

 

Name of the Shareholder Number of ordinary equity share Percentage of total
shares of face value 1 USD shareholding (%)
Our Company 3,125,000 100.00
Total 3,125,000 100.00

 

 

 

 

 

Amount of accumulated profits or losses

As of June 30, 2021, there are no accumulated profits or losses of Aditya Birla Sun Life Asset Management Company
Limited, not accounted for, by our Company.

India Advantage Fund Limited

Corporate Information

India Advantage Fund Limited was incorporated as a public company limited by shares under the Companies Act 2001
in Mauritius on May 23, 1996 and received its certificate for commencement of business (certificate of incorporation)
on May 24, 1996. Its corporate identification number is 16491/2635. Its registered office is situated at Sanne House,
Bank Street, Twenty Eight, Cybercity, Ebene 72201, Mauritius.

India Advantage Fund Limited is engaged in investing in listed Indian equities to achieve long-term growth of capital.
Capital Structure and Shareholding

India Advantage Fund Limited’s capital is represented by management shares and redeemable participating shares. As
per the terms of its constitution, the shares of India Advantage Fund Limited shall consist of 90 Class A shares of

USD10.00 each and 40 Class B shares of USD 10.00 each.

The following table sets forth details of the shareholding of India Advantage Fund Limited:

 

 

 

 

 

 

 

Name of the Shareholder No. of ordinary shares Percentage of total
shareholding (%)

Our Compan 90 Class A shares 100% holder of Class A shares

Our Company 40 Class B shares 100% holder of Class B shares

 

India Advantage Fund Limited is an open-ended CIS and has additionally issued Class C participating shares to
worldwide investors that subscribe or redeem on a frequent basis.

Amount of accumulated profits or losses

As of June 30, 2021, there are no accumulated profits or losses of India Advantage Fund Limited, not accounted for,
by our Company.

Step-Down Subsidiary

1.

International Opportunities Fund — SPC
Corporate Information

International Opportunities Fund — SPC was incorporated as a private limited company under the laws of Cayman
Islands. Its company registration number is HS-270886. Its registered office is situated at 4" Floor, Harbour Place,
103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002.

International Opportunities Fund — SPC is an exempted segregated portfolio company as incorporated in Cayman
Islands.

Capital Structure and Shareholding
179
The following table sets forth details of the shareholding of International Opportunities Fund — SPC:

 

 

 

‘Name of the Shareholder No. of Management shares of face Percentage of total
value $0.01 USD each management shares hold (%)
‘Aditya Birla Sun Life Asset Management 1 100.00
Company Pte Ltd
Total 1 100.00

 

 

 

 

 

Amount of accumulated profits or losses

As of June 30, 2021, there are no accumulated profits or losses of International Opportunities Fund- SPC, not
accounted for, by our Company.

180
OUR MANAGEMENT

In terms of our Articles of Association our Company is required to have at least six and not more than 12 Directors, excluding
alternate directors. As on the date of this Prospectus, our Board comprises 10 Directors, including five Independent Directors
of which one is a woman Director, one Executive Director (who is our Managing Director and Chief Executive Officer), and
four Non-Executive Directors.

Details regarding our Board as on the date of this Prospectus are set forth below:

 

 

 

 

Designation: Non-Executive Chairman
Term: With effect from July 20, 2020
Period of Directorship: Director since October 28, 1995

Address: Mangal Adityayan, 20 Carmichael Road, Behind Jaslok
Hospital, Mumbai 400 026, Maharashtra, India

Occupation: Industrialist
Date of Birth: June 14, 1967
DIN: 00012813

Age: 54

 

S. | Name, DIN, designation, term, period of directorship, address, Other Directorships
No. occupation, date of birth and age
1. [Kumar Mangalam Birla* Indian Companies

Aditya Birla Capital Limited
Aditya Birla Fashion and Retail Limited

Aditya Birla Management Corporation Private
Limited

Aditya Birla New Age Private Limited
Aditya Birla Sun Life AMC Limited

Aditya Birla Sun Life Insurance Company
Limited

Aditya Marketing & Manufacturing Private
Limited

Birla Group Holdings Private Limited
Century Textiles and Industries Limited

GD Birla Medical Research and Education
Foundation

Global Holdings Private Limited
Grasim Industries Limited
Hindalco Industries Limited

Mananam  Foundation(Charitable Company
incorporated under the Companies Act 1956)

Svatantra Microfin Private limited

Ultratech Cement Limited

Foreign Companies

Aditya Birla Chemicals (Thailand) Limited,
Thailand

Birla Carbon Egypt SAE (as representative
director of SKI Carbon Black (Mauritius)
Limited w.e.f.23-12-2020)

Birla Carbon (Thailand) Public Company
Limited, Thailand

Indo Thai
Thailand

Synthetics Company Limited,

Novelis Inc., Canada

PT. Elegant Textile Industry, Indonesia (as
Commissioner)

 

 

181
 

 

 

 

 

 

 

Designation: Managing Director and Chief Executive Officer
Term: Five years with effect from July 25, 2019
Period of Directorship: Director since July 25, 2019

Address: Bungalow No.18, Lakshmi Niwas, Atur Park, CHSL Sion
Trombay Road, Chembur, Mumbai 400 071, Maharashtra, India

Occupation: Professional

Date of Birth: June 5, 1966

 

S. | Name, DIN, designation, term, period of directorship, address, Other Directorships
No. occupation, date of birth and age
° PT. Indo Bharat Rayon, Indonesia (as
Commissioner)
. PT. Indo Liberty Textiles, Indonesia (as
Commissioner)
. Surya Kiran Investments Pte. Limited,
Singapore
. Thai Peroxide Company Limited, Thailand
. Thai Polyphosphate & Chemicals Company
Limited, Thailand
. Thai Rayon Public Company Limited, Thailand
2. _ | Ajay Srinivasan* . Aditya Birla ARC Limited
Designation: Non - Executive Director . Aditya Birla Capital Foundation
Term: With effect from June 28, 2021 ql Avia big Vinee Lined
Period of Directorship: Director since August 2, 2007 . Aditya Birla Health Insurance Company Limited
Address: 2601 / 2603 A. Vivarea, Jacob Circle, Mahalaxmi Mumbai] , Aditya Birla Housing Finance Limited
400 011, Maharashtra, India
| ; . Aditya Birla Management Corporation Private
Occupation: Service Listed
Date of Birth: November 2, 1963 a Aditya Birla Sun Life Insurance Company
DIN: 00121181 Limited
Age: 57
3, | Sandeep Asthana* . Aditya Birla Sun Life Insurance Company
Limited
Designation: Non-Executive Director
. Aditya Birla Sun Life Pension Management
Term: With effect from June 28, 2021 Limited
Period of Directorship: Director since April 27, 2011 . Indo Canadian Business Chamber
Address: 1501, Glen Heights, Hiranandani Gardens, Powai, Mumbai
400076, Maharashtra, India.
Occupation: Professional
Date of Birth: April 16, 1968
DIN: 00401858
Age: 53,
4, [A Balasubramanian** ° Aditya Birla Sun Life Asset Management

Company Limited, Dubai

Aditya Birla Sun Life Asset Management
Company Pte. Limited

Aditya Birla Sun Life Pension Management
Limited

AMC Repo Clearing Limited
Association of Mutual Funds in India

Institution of Mutual Fund Intermediaries

 

182

 
 

Name, DIN, designation, term, period of directorship, address,

Other Directorships

 

 

 

 

 

 

 

 

Designation: Independent Director
Term: From July 31, 2020 to March 30, 2025

Period of Directorship: Director since March 31, 2015

 

No. occupation, date of birth and age
DIN: 02928193
Age: 55
5. | Colm Freyne* Aditya Birla Sun Life Insurance Company
Limited
Designation: Non-Executive Director
Bentall GreenOak (Canada) Limited Partnership
Term: With effect from July 20, 2020
Bentall GreenOak (U.S.) Limited Partnership
Period of Directorship: Director since October 25, 2016
. BGO Holdings (Cayman), LP
Address: 60 Bannockburn Avenue, Toronto, Ontario, MSM 2N1
Canada
Occupation: Professional
Date of Birth: December 16, 1958
DIN: 07627357
Age: 62
6. | Bobby Parikh Aviva Life Insurance Company India Limited
Designation: Independent Director Biocon Biologics India Limited
Term: From August 25, 2019 to February 2, 2022 Biocon Limited
Period of Directorship: Director since February 3, 2012 BMR Business Solutions Private Limited
Address: 4, Seven on the Hill, Auxillium Convent Road, Bandra (West), BMR Global Services Private Limited
Mumbai 400 050, Maharashtra, India
. Indostar Capital Finance Limited
Occupation: Chartered Accountant
Date of Birth: April 30, 1964 Infosys Limited
DIN: 00019437
Age: 57
7. [Bharat Patel Broadcast Audience Research Council
Designation: Independent Director Sasken Technologies Limited
Term: From August 25, 2019 to June 26, 2022 Sistema Smart Technologies Limited
Period of Directorship: Director since June 27, 2012 The Indian Society of Advertisers
Address: 52, Miami Apartments, Bhulabhai Desai Road, Breach Candy,
Mumbai 400 026, Maharashtra, India
Occupation: Consultant
Date of Birth: September 25, 1944
DIN: 00060998
Age: 77
8. | Alka Bharucha Aditya Birla Finance Limited

Birla Estates Private Limited

Birlasoft Limited

Hindalco Industries Limited

 

183

 
 

 

 

 

 

S. | Name, DIN, designation, term, period of directorship, address, Other Directorships
No. occupation, date of birth and age
Address: 7E, Harbour Heights A, N.A Sawant Marg, Colaba, Mumbai | ¢ Honda Cars India Limited
400 005, Maharashtra, India
. Honda India Power Products Limited
Occupation: Solicitor
° Orient Electric Limited
Date of Birth: March 6, 1957
. Safalya Investments and Traders Private Limited
DIN: 00114067
. Ultratech Cement Limited
Age: 64
. Ultratech Nathdwara Cement Limited
9. |Harish Engineer ° ARKA Fincap Limited
Designation: Independent Director ° HDEC Property Ventures Limited
Term: Five years from June 21, 2019 . Navin Flourine International Limited
Period of Directorship: Director since June 21, 2019
Address: B-11, Sea Face Park, 50 Bhulabhai Desai Road, Mumbai 400
026, Maharashtra, India
Occupation: Professional
Date of Birth: September 1, 1948
DIN: 01843009
Age: 73
10. | Navin Puri ° Equitas Small Finance Bank Limited
Designation: Independent Director . UGRO Capital Limited

Term: Five years from September 4, 2019
Period of Directorship: Director since September 4, 2019

Address: 39" Floor, 3902, Omkar 1973 Tower T II Pandurang Budhkar
Marg, Worli, Mumbai 400 018, Maharashtra, India

Occupation: Professional
Date of Birth: August 2, 1958
DIN: 08493643

Age: 63

 

 

 

 

ar

‘Kumar Mangalam Birla and Ajay Srinivasan are nominated by ABCL and Colm Freyne and Sandeep Asthana are nominated by Sun
Life AMC on the Board pursuant to the Existing Shareholders Agreement. For details, see “History and Certain Corporate Matters -

Key Terms of all Subsisting Shareholders Agreements" on pages 174-177.

A Balasubramanian has been appointed as the chief executive officer by our Board pursuant to the terms of the Existing Shareholders
Agreement. For details, see “History and Certain Corporate Matters - Key Terms of all Subsisting Shareholders Agreements” on pages

174-177.

Relationship between our Directors and our Key Managerial Personnel

None of our Directors are related to each other or to any of the Key Managerial Personnel.

Brief Biographies of Directors

Kumar Mangalam Birla is the Non-Executive Chairman of our Company. He is also the chairman of the Aditya Birla group
and the chairman on the boards of key group companies in India and globally, such as, Novelis Inc Canada, Thai Rayon Public
Company Limited, Hindalco Industries Limited, Grasim Industries Limited, Aditya Birla Capital Limited, Century Textiles and
Industries Limited, UltraTech Cement Limited and Aditya Birla Fashion and Retail Limited. He holds a bachelor’s degree in
commerce from University of Bombay and a master’s degree in business administration from London Business School. He is

184
also a qualified Chartered Accountant. He also held several key positions on various regulatory and professional boards. An
erstwhile director of the Central Board of Directors of the RBI, he was also chairman of the advisory committee on corporate
governance constituted by SEBI and served on the Prime Minister of India’s Advisory Council on Trade and Industry. He was
awarded the Outstanding Businessman of the Year 2017 by CNBC-TV18 — IBLA, the Visionary Leadership Award by Frost
& Sullivan and the “CEO of the Year, 2016’ award by the International Advertising Association.

Ajay Srinivasan is a Non-Executive Director of our Company with over three decades of experience in financial services and
has been on the Board of our Company since August 2, 2007. He is the Chief Executive Officer at ABCL, the non-operating
holding company for the financial services businesses of the Aditya Birla Group and the largest shareholder of our company.
He joined the Aditya Birla Group in 2007, and during his tenure, the business under ABCL has grown significantly. Before
joining the Aditya Birla Group, he has had experience in leadership positions with financial institutions having operations in
India and internationally such as Prudential ICICI AMC and Prudential Corporation Asia. He is the Chairman of the CII
National Committee on NBFCs. He holds a B.A. in Economics (Honours) from St Stephen’s College, University of Delhi and
a Post Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad. He is also on the Board of
Aditya Birla ARC Limited, Aditya Birla Capital Foundation, Aditya Birla Finance Limited, Aditya Birla Health Insurance
Company Limited, Aditya Birla Housing Finance Limited, Aditya Birla Management Corporation Private Limited and Aditya
Birla Sun Life Insurance Company Limited.

Sandeep Asthana is a Non-Executive Director of our Company and has been on the Board of our Company since April 27,
2011. He holds a bachelor’s degree in chemical engineering from Indian Institute of Technology, Bombay and a post-graduate
diploma in management from Indian Institute of Management, Lucknow. He brings over 27 years of experience across insurance
and asset management. He is the Country Head - India, for Sun Life Financial since 2011. His experience covers leadership
roles in Reinsurance Group of America (RGA Re), Unit Trust of India (UTI) and Zurich Risk Management Services (India)
Private Limited. He is also on the board of Aditya Birla Sun Life Insurance Company Limited, Aditya Birla Sun Life Pension
Management Limited and Indo Canadian Business Chamber.

A Balasubramanian is the Managing Director and Chief Executive Officer of our Company and has been associated as an
employee of our Company since 1994. He has been the Chief Executive Officer of our Company since 2009 and was the Chief
Investment Officer from 2006 to 2009. He has completed advanced management programs from Indian Institute of
Management, Bangalore and Harvard Business School. He also holds a bachelor’s degree in science (mathematics) and a
master’s degree in business administration from GlobalNxt University. He is on the board of AMFI since 2009 and was the
vice chairman of AMFI in 2015-2016. In 2016-2018, he was appointed as the chairman of the AMFI board and also chairman
of the financial literacy committee. Presently, he is the chairman of the valuation committee at AMFI, a member of the Board
of Governors of National Institute of Securities Markets, member of the advisory committee of the SEBI Investor Protection
and Education Fund and Corporate Bonds and Securitization Advisory Committee. He is on the board of governors of the
National Institute of Securities Market. He has been awarded Chairman’s Individual Award by The Aditya Birla group for
being an Outstanding Leader in 2015 and for being a Leader of Leaders in 2018.

Colm Freyne is a Non-Executive Director of our Company since October 25, 2016. He holds a bachelor’s degree in commerce
from the University College Dublin. He is a chartered professional accountant in Canada and a chartered accountant in Ireland.
He is the Executive Vice-President & Chief Risk Officer of Sun Life Financial Inc. and Sun Life Assurance Company of
Canada. He joined Sun Life Financial Inc. in 2003 and he has experience in the area of risk management. He is also on the
boards of Aditya Birla Sun Life Insurance Company Limited, Bentall GreenOak (Canada) Limited Partnership, Bentall
GreenOak (U.S.) Limited Partnership and BGO Holdings (Cayman), LP.

Bobby Parikh is the Independent Director of our Company since February 3, 2012 and was re-appointed for a second term
with effect from August 25, 2019 and which re-appointment was approved by the Shareholders of our Company at the annual
general meeting of our Company held on September 23, 2019. He holds a bachelor's degree in Commerce from the University
of Mumbai and is a qualified Chartered Accountant from the Institute of Chartered Accountants of India. He is also on the
board of Aviva Life Insurance Company since November 17, 2009, Biocon Biologics Limited since August 1, 2019, Biocon
Limited since July 27, 2018, Indostar Capital Finance Limited since August 1, 2011 and Infosys Limited since July 15, 2020.

Bharat Patel is the Independent Director of our Company since June 27, 2012 and was re-appointed for a second term with
effect from August 25, 2019 and which re-appointment was approved by the Shareholders of our Company at the annual general
meeting of our Company held on September 23, 2019.He holds a master’s degree in arts with a major in economics from the
University of Notre Dame and another master’s degree in business administration from the University of Michigan. He is also
on the board of Sasken Technologies Limited since July 16, 2009 and Sistema Smart Technologies Limited since July 13, 2011.
He is also a director on the board of the Indian Society of Advertisers and Broadcast Audience Research Council.

Alka Bharucha is the Independent Director of our Company since March 31, 2015 and was re-appointed for a second term
with effect from July 31, 2020 and which re-appointment was approved by the Shareholders of our Company at the annual
general meeting of our Company held on July 20, 2020. She has passed the examination of Articled Clerks held by the Bombay
Incorporated Law Society and is a qualified Solicitor. She holds a Master of Laws from the University of London. She is a
Solicitor of the Supreme Court of England and is also an Advocate on Record of the Supreme Court of India. She is also on the
board of Birla Estates Private Limited, Birlasoft Limited (formerly known as KPIT Technologies Limited), Hindalco Industries
Limited and Honda Cars India Limited. She is also associated with Bharucha & Partners, Advocates and Solicitors as a partner.

185
Harish Engineer is the Independent Director of our Company with effect from June 21, 2019. He holds a bachelor’s degree in
science from the University of Mumbai and a diploma in Business Management from Bharati Vidya Bhavan. He is also on the
board of ARKA Fincap Limited since June 14, 2019 and HDFC Property Ventures Limited since July 20, 2015.

Navin Puri is the Independent Director of our Company with effect from September 4, 2019. He has qualified as a Chartered
Accountant and from the Institute of Chartered Accountants of India. He has over 20 years of experience and has worked at
HDFC Bank Limited. He is also on the board of Equitas Small Finance Bank limited and Ugro Capital limited.

Confirmations

None of our Directors is or was a director of any listed company during the five years immediately preceding the date of this
Prospectus, whose shares have been or were suspended from being traded on any stock exchange, during his/her tenure.

None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange,
during his/her tenure.

Other than Kumar Mangalam Birla and Ajay Srinivasan nominated by ABCL and Colm Freyne and Sandeep Asthana nominated
by Sun Life AMC to the Board pursuant to the Existing Shareholders Agreement and A Balasubramanian who has been
appointed as the chief executive officer by our Board pursuant to the terms of the Existing Shareholders Agreement there is no
arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our
Directors were appointed on the Board. For details, see “History and Certain Corporate Matters — Key terms of all subsisting
shareholders agreements” on pages 174-177.

Further, none of our Directors have been identified as wilful defaulters as defined under the SEBI ICDR Regulations.
Terms of Appointment of our Executive Director
A Balasubramanian

Pursuant to the resolution passed by the Board on July 25, 2019, A Balasubramanian was appointed as the Managing Director
of our Company. Further, pursuant to the provisions of section 161(1) of the Companies Act, 2013, the Shareholders at the
EGM held on August 5, 2019, have approved and regularised his appointment with effect from July 25, 2019 for a term of five
years. A Balasubramanian is entitled to receive remuneration by way of salary, perquisites and other allowances. Pursuant to
the resolution passed by the Board on July 25, 2019 and the Shareholders on August 5, 2019, his appointment and terms of
remuneration was fixed as per the provisions of sections 196, 197 and 203 and all other applicable provisions of the Companies
Act, Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 22(c) of the SEBI Mutual Fund
Regulations.

The overall remuneration payable to A Balasubramanian (capped at 5% of the net profit (as prescribed under section 197 of the
Companies Act, 2013) as calculated in accordance with Section 198 of the Companies Act) was fixed as follows:

 

 

 

 

 

Remuneration
Particulars Amount (in 2)
Basic salary: 31,236,667 per month.
Special allowance: %883,724 per month,
Annual incentive pay: Performance bonus linked to the achievement of targets, as may be

decided by the board from time to time, with target annual incentive
at 100% achievement of %25,970,000 per annum, subject to a
maximum of 38,955,000 per annum.
Long term incentive compensation (“LTIC”) including employee stock options, restricted stock units, stock appreciation rights, phantom
restricted stock units. LTIC linked to any performance matrices such as EBITDA and PBT as per the scheme applicable to the executive
Directors and/or senior executives of our Company and/or its parent/Subsidiaries and/or any other incentive applicable to senior executives
of our Company/Aditya Birla group, in such manner and with such provisions as may be decided by the Board.

Perquisites
Housing: Free furnished accommodation or house rent allowance in lieu of Company provided accommodation as per Company’s policy.
Medical expenses reimbursement: Reimbursement of all expenses incurred for self and family (including domiciliary and medical expenses
and insurance premium for medical and hospitalisation policy as applicable), as per our Company policy.
Leave travel expenses: Leave travel expenses for self and family in accordance with the policy of our Company.
Two cars for use of Company’s businesses as per company car policy.
Reimbursement of entertainment, travelling and all other expenses incurred for the business of our Company, as per the policy of our
Company.
Leave and encashment of leave: As per the policy of our Company.
Personal accident insurance premium: As per the policy of our Company.
Contribution towards provident fund and superannuation fund or annuity fund: As per the policy of our Company.
Gratuity and/or contribution to the gratuity fund of Company: As per the policy of our Company.
Other allowances/ benefits, perquisites: Any other allowances, benefits and perquisites as per the rules applicable to the senior executives
of the company and/or which may become applicable in the future and/or any other allowance, perquisites as the board may from time to
time decide.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

186
Payment or Benefit to Directors of our Company
Details of the sitting fees or other remuneration paid to our Directors in the Financial Year 2021 are set forth below.
Remuneration to our Executive Director

Details of the remuneration paid to our Managing Director and Chief Executive Officer in the Financial Year 2021 are set forth
below:

 

S.No. Name of executive Director Remuneration (in Z million)
LE A Balasubramanian 55.73

 

 

 

 

 

 

There is no contingent or deferred compensation accrued for the year payable to our Directors, even if the compensation is
payable at a later date.

Remuneration to our Non-Executive Directors and Independent Directors
(a) Independent Directors

Our Independent Directors are entitled to receive sitting fees for every meeting of the Board or any Committee that
they attend. Details of the remuneration paid to the Independent Directors of our Company in the Financial Year 2021
are set forth below.

 

 

 

 

 

 

S.No. | Name of Independent Director Sitting Fees (in ® Commission Total Remuneration
million) (in million) (in Z million)

ds Bobby Parikh 0.45 : 0.45

25 Bharat Patel 0.39 5 0.39

3; ‘Alka Bharucha 0.26 2 0.26

4. Harish Engineer’ 0.30 - 0.30

5. Navin Puri® 0.33 = 0.33

 

 

 

 

 

 

 

S$" Appointed with effect from June 21, 2019.
* Appointed with effect from September 4, 2019.

(b) Non-Executive Directors

The Non-Executive Directors are not entitled to receive any sitting fees for attending meetings of the Board and its
Committees.

Bonus or Profit-Sharing Plan of the Directors

Other than the performance bonus payable to our Managing Director and Chief Executive Officer, none of our Directors are
party to any bonus or profit-sharing plan of our Company. For details see “Terms of Appointment of our Executive Director”.

Remuneration Paid to Directors of our Company by our Subsidiaries

None of our Directors receive remuneration or were entitled to receive any remuneration from our Subsidiaries in the Financial
Year 2021.

Shareholding of Directors in our Company
As per our Articles of Association, our Directors are not required to hold any qualification shares.

As of the date of filing of this Prospectus, other than Kumar Mangalam Birla who holds 160 Equity Shares and A
Balasubramanian who holds 416 Equity Shares in his capacity as a nominee of ABCL, none of our Directors hold any Equity
Shares.

Interests of Directors
All our Directors (other than our Non-Executive Directors) may be deemed to be interested to the extent of remuneration and
reimbursement of expenses, if any, payable to them by our Company as well as sitting fees and commission, if any, payable to

them for attending meetings of our Board or Committees thereof. For further details, see “Terms of Appointment of our
Executive Director” and “Payment or benefit to Directors of our Company”.

Our Directors may be deemed to be interested to the extent of the shareholding in our Company of the respective Promoters
nominating them.

187
Except as stated in “Related Party Transactions” beginning on page 268 and as disclosed in this section, our Directors do not
have any other interest in our Company, or in any property acquired by or leased to our Company during the three years
immediately preceding the date of this Prospectus, or proposed to be acquired or leased to our Company, or in any transaction
by our Company including, for acquisition of land, construction of buildings or supply of machinery.

Other than the remuneration, no amount or benefit has been paid or given within the two years preceding the date of filing of
this Prospectus or is intended to be paid or given to any of our Directors.

Our Directors may also be interested to the extent of Equity Shares, if any (together with dividends and other distributions in
respect of such Equity Shares), held by them or held by the entities in which they are associated as promoters, members,
directors, partners, proprietors or trustees or held by their relatives. Our Directors may be deemed to be interested to the extent
of stock options and/or restricted stock units granted or to be granted / Equity Shares, if any, allotted to them pursuant to the
ESOP Scheme. For details, see “Capital Structure — Employee Stock Option Scheme” on pages 76-78.

Changes in our Board in the last three years

Details of the changes in our Board in the last three years are set forth below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name Date of Change Reason
Ajay Srinivasan June 28, 2021 Re-appointed as Non-Executive Director
Sandeep Asthana June 28, 2021 Re-appointed as Non-Executive Director
Sushobhan Sarker April 6, 2021 Resignation as Independent Director
‘Alka Bharucha July 31, 2020 Re-appointed as Independent Director
Alka Bharucha July 20, 2020 Regularised as Independent Director
Kumar Mangalam Birla July 20, 2020 Re-appointed as Non- Executive Director
Colm Freyne July 20, 2020 Re-appointed as Non- Executive Director
Claude Accum February 24, 2020 Resignation as Director
Sushobhan Sarker September 23, 2019 Regularised as Independent Director
Navin Puri September 23, 2019 Regularised as Independent Director
Bobby Parikh September 23, 2019 Regularised as Independent Director
Bharat Patel September 23, 2019 Regularised as Independent Director
Sushobhan Sarker September 4, 2019 Appointed as Independent Director
Navin Puri September 4, 2019 Appointed as Independent Director
Bobby Parikh August 25, 2019 Re-appointed as Independent Director
Bharat Patel August 25, 2019 Re-appointed as Independent Director
NN Jambusaria August 24, 2019 Cessation as Independent Director
NC Singhal August 24, 2019 Cessation as Independent Director
Prof. R Vaidyanathan August 24, 2019 Cessation as Independent Director
‘A Balasubramanian July 25, 2019 ‘Appointed as Managing Director
‘Sandeep Asthana July 15, 2019 Re-appointed as Non- Executive Director
Ajay Srinivasan July 15, 2019 Re-appointed as Non- Executive Director
Pankaj Razdan July 8, 2019 Resignation as Director
Harish Engineer June 21, 2019 Appointed as Independent Director

 

 

Borrowing Powers of Board

In accordance with the provisions of the Articles of Association, the Board may, borrow or raise any monies required for the
purpose of our Company upon such terms and in such manner with or without security as it may determine.

Corporate Governance

The provisions of the SEBI Listing Regulations with respect to corporate governance will be applicable to us immediately upon
the listing of our Equity Shares with the Stock Exchanges. We are in compliance with the requirements of the applicable
regulations, including the SEBI Listing Regulations, the Companies Act and other applicable regulations of SEBI, in respect of
corporate governance including in respect of the constitution of the Board and Committees thereof, and formulation and
adoption of policies. Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations.

As on the date of this Prospectus, Board comprises 10 Directors, including five Independent Directors of which one is a woman
Director, one Executive Director (who is our Managing Director and Chief Executive Officer), and four Non-Executive
Directors.

Committees of the Board

Details of the Committees are set forth below. In addition to the Committees detailed below, our Board of Directors may, from
time to time constitute Committees for various functions.

188
Audit Committee

The members of the Audit Committee are:

 

 

 

 

 

 

 

 

Sr. No. Name and Designation of Director Committee Designation
1. Bobby Parikh, Independent Director ‘Chairman
2. Bharat Patel, Independent Director Member
3. Harish Engineer, Independent Director Member
4. Navin Puri, Independent Director Member
5. Ajay Srinivasan, Non - Executive Director Member
6. Sandeep Asthana, Non - Executive Director Member

 

 

 

 

The Audit Committee was last reconstituted pursuant to resolution passed by our Board in its meeting held on April 12, 2021.
The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and the SEBI Listing
Regulations its terms of reference, inter alia, include:

Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

Examination of the financial statement and the auditors’ report thereon;

Approval or any subsequent modification of transactions of the Company with related parties;

Scrutiny of inter-corporate loans and investments, if any;

Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding
1 billion or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluation of internal financial controls and risk management system;

Monitoring the end use of funds raised through public offers and related matters;

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;

Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the
Board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions;

g) Qualification or modified opinion(s) in the draft audit report, if any;

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document /
prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public

or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Management discussion and analysis of financial condition and results of operations;

189
Reviewing statement of significant related party transactions (as defined by the audit committee), submitted by
management;

Reviewing statement of deviations:

a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1);

b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7);

The Audit Committee shall review the financial statements, in particular, the investments made by the unlisted subsidiary
company;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Reviewing Internal audit reports relating to internal control weaknesses;

Management letters / letters of internal control weaknesses issued by the statutory auditors;
Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;

Reviewing the adequacy and structure of the internal audit function, including the credentials of a third party firm
appointed if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency
of internal audit;

The Audit Committee of the Company or the Board shall, in consultation with the Internal Auditor, formulate the scope,
functioning, periodicity and methodology for conducting the internal audit;

The appointment, removal and terms of remuneration of the Internal auditor shall be subject to review by the Audit
Committee;

Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Approval of appointment of Chief Financial Officer (CFO) (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate;
Review the effectiveness of the system for monitoring compliance with laws and regulations;
Review compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as maybe amended from time to time at least once in a financial year and verify that systems for internal
control are adequate and are operating effectively;
Review:
a) Any Show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially
important including any correspondence with regulators or government agencies and any published reports which raise
material issues regarding the Company’s financial statements or accounting policies;
b) Any material default in financial obligations by the Company;

c) Any significant or important matters affecting the business of the Company;

To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;

190
To review the functioning of the Whistle Blower mechanism;

To review, consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders; and

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Nomination, Remuneration and Compensation Committee

The members of the Nomination, Remuneration and Compensation Committee are:

 

 

 

 

 

 

 

 

Sr.No. Name and Designation of Director Committee Designation
1s Bharat Patel, Independent Director Chairman
2. Harish Engineer, Independent Director Member
3. Ajay Srinivasan, Non - Executive Director Member
4, Sandeep Asthana, Non - Executive Director Member
5. Alka Bharucha, Independent Director Member
6. Navin Puri, Independent Director Member

 

 

 

 

The Nomination, Remuneration and Compensation Committee was last reconstituted pursuant to resolution passed by our Board
in its meeting held on August 17, 2021. The scope and functions of the Nomination, Remuneration and Compensation
Committee are in accordance with Section 178 of the Companies Act and SEBI Listing Regulations and its terms of reference.
inter alia, include:

Set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate
Directors and Senior Managers of the quality required to run the Company successfully;

For every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge and
experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required
of an independent director. The person recommended to the Board for appointment as an independent director shall
have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee
may:

a. —_ use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates
Set the relationship of remuneration to performance;

Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes
a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the
working of the Company and its goals;

Review performance of such other executives as may be prescribed by SEBI and

Recommend to the Board, all remuneration, in whatever form, payable to senior management. Explanation: for the
purpose of this policy, senior management shall mean Officers of the Company as defined by the Board of Directors
of the Company from time to time.

Formulate appropriate policies, institute processes which enable the identification of individuals who are qualified to
become Directors and who may be appointed in senior management and recommend to the Board of Directors their
appointment and removal from time to time;

Review and Implement succession and development plans for Managing Director / Chief Executive Officer, Executive
Directors and Senior Managers;

Devise a policy on Board diversity;

Formulate, supervise and monitor the process of issuance/ grant/ vesting/ cancellation of Employee Stock Options and
such other instruments as may be decided to be granted to the eligible grantees under the respective Employee Stock
Options Scheme(s), from time to time, as per the provisions of the applicable laws, more particularly in terms of
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Formulate the criteria for determining qualifications, positive attributes and independence of Directors;
191
Formulate criteria for evaluation of performance of Independent Directors and the Board of Directors;

Decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report
of performance evaluation of Independent Directors;

Establish evaluation criteria and conduct the process of performance evaluation of each Director in a structured
manner;

Establish evaluation criteria of Board and Board Committees;

Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based
plans that are subject to Board or shareholder approval (including broad-based plans); and

The Committee shall review and discuss with management the disclosures required to be included in the Directors
report, as specified in the Companies Act, 2013 (“the Act”) and the Rules thereunder.

Stakeholders’ Relationship Committee

The members of the Stakeholders’ Relationship Committee are:

 

 

 

 

 

Sr.No. Name and Designation of Director ‘Committee Designation
1. Alka Bharucha, Independent Director Chairperson
2. ‘A. Balasubramanian, Managing Director and Chief Executive | Member
Officer
3, Bharat Patel, Independent Director Member

 

 

 

 

The Stakeholders’ Relationship Committee was last reconstituted pursuant to resolution passed by our Board in its meeting
held on April 14, 2021. The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Section
178 of the Companies Act and the SEBI Listing Regulations and its terms of reference, inter alia, include:

To resolve grievances of the security holders of the listed entity including complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc;

To review measures taken for effective exercise of voting rights by shareholders;
To monitor the complaints received by the Company from the Shareholders, Debenture holders of the Company, other
security holder, Securities and Exchange Board of India (SEBI), Stock Exchanges, Department of Company Affairs,

Registrar of Companies etc. and the action taken by the Company for redressal of the same;

To approve allotment of shares, debentures, or any other securities as per the authority conferred / to be conferred to
the Committee by the Board of Directors from time to time;

 

To approve requests for transfer, transposition, deletion, consolidation, sub-di'
dematerialization, rematerialisation etc. of shares, debentures, and other securities;

ion, change of name,
To authorize the officers of the Company to approve the requests for transfer, transposition, deletion, consolidation,
sub-division, change of name, dematerialization, rematerialisation etc. of shares, debentures, and other securities;

To monitor and expedite the status and process of dematerialization and rematerialisation of shares, debentures, and
other securities of the Company;

Review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the Registrar & Share Transfer Agent;

To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the
Company, as applicable; and

To perform such other acts, deeds, and things as may be delegated to the Committee by the Board from time to time.

Risk Management Committee

The members of the Risk Management Committee are:

 

Sr. No.

Name and Designation of Director Committee Designation

 

 

As

 

 

 

Harish Engineer, Independent Director Chairman

 

192
 

 

 

 

 

Sr.No. Name and Designation of Director Committee Designation
2. Bobby Parikh, Independent Director ‘Member
3. Ajay Srinivasan, Non-Executive Director Member
4, Sandeep Asthana, Non-Executive Director Member

 

 

 

 

The Risk Management Committee was last reconstituted pursuant to resolution passed by our Board in its meeting held on April
14, 2021. The scope and functions of the Risk Management Committee are in accordance with Section 178 of the Companies
Act and the SEBI Listing Regulations and its terms of reference, inter alia, include:

To periodically review the risk management policy at least once in two years, including by considering the changing
industry dynamics and evolving complexity;

The risk management policy shall include:

A framework for identification of internal and external risks specifically faced by the listed entity, in particular
including financial, operational, sectoral, sustainability (particularly, environment, social and governance related
risks), information, cyber security risks or any other risk as may be determined by the committee;

Measures for risk mitigation including systems and processes for internal control of identified risks; and

Business continuity plan.

To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;

To ensure that appropriate methodology, processes, and systems are in place to monitor and evaluate risks associated
with the business of the Company;

To keep the board of directors informed about the nature and content of its discussions, recommendations, and actions
to be taken;

To review the appointment, removal, and terms of remuneration of the chief risk officer (if any);

The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any
overlap with activities of such committees, as per the framework laid down by the board of directors;

Require management to identify and review with the Committee the major areas of risk faced through business
activities of the Company i.e. Mutual Funds, Portfolio Management Service, Alternative Investment Funds (Real
Estate and Alternate Assets) and strategies to manage those risks;

Review of Risk Control & Self-Assessment done by functions as per timelines;

Review the status of compliance, regulatory reviews, and business practice reviews;

Review market conduct practices;

Review procedures for dealing with customer complaints and monitor & review the effectiveness of and compliance
with those procedures for the Company and all the business lines managed by the Company;

Assist the Board in determining the measures that can be adopted to mitigate the risk;

Ensure that appropriate measures are being taken to achieve prudent balance between risk and reward in both ongoing
and new business activities and continuously aim to add value to the Company’s stakeholders by growing business
that supports inclusive growth;

To attend to such other matters and functions as may be prescribed by the Board from time to time; and

Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

193
 

Management Organisation Structure

 

 

 

 

 

Board of Directors
Aditya Birla Sun Life AMC|
Limited

 

 

 

f

 

 

 

 

 

 

 

 

Managing Director & CEO|

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ti Head- Business , ‘et Operations Head— Investor read -Altemate
Head - Retail Sales Mead-inctinational | chit investment Officer Enablement & Mead- HR, Admin & |! chief Financial oficer | >} net opera Education and Hees label Offers to ee
Marketing Bee ee Excaiaica stibutor Development ——
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[company Secretary| - Portfolio
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, Head — Risk Information AF (Fixed Income/|
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Chief information ET's
Security Officer

 

 

 

194

 

 

 

 

 
The details of the Key Managerial Personnel, as of the date of this Prospectus, are as follows:

A Balasubramanian is the Managing Director and Chief Executive Officer of our Company. For details, see “~ Brief
Biographies of Directors”. For details of compensation paid to him during Financial Year 2021, see “~ Payment or benefit to
Directors of our Company — Remuneration to our Executive Director”.

Mahesh Patil is the Chief Investment Officer of our Company. He holds a bachelor’s degree in engineering from the University
of Bombay and a master’s degree in management studies from University of Bombay. He has also qualified the chartered
financial analysts examination from the Institute of Chartered Financial Analysts of India, Hyderabad. He has 31 years of
experience and has previously worked at CMC Limited, Tata Economic Consultancy Services, Parag Parikh Financial Advisory
Services Limited, Motilal Oswal Securities Limited and at Reliance Infocom Limited. He joined our Company on October 10,
2005. Mahesh was awarded the India CIO of the Year, Equity by Asia Asset Management in 2016. He has been awarded
Chairman’s Individual Award by The Aditya Birla group for being an Accomplished Leader in 2015. During the Financial Year
2021, he received a remuneration of 739.73 million.

Bhavdeep Bhatt is the Head - Retail Sales of our Company. He holds a bachelor’s degree in commerce from Bhavnagar
University and master’s degree in business administration from Bhavnagar University. He has 25 years of experience and has
previously worked at Gujarat State Machine Tools Corporation Limited, TVH Brokerage House Private Limited, Kiran Motors
Limited, Kotak Mahindra Asset Management Company Limited and at ICICI Prudential AMC Limited. He joined our Company
on March 11, 2008. During the Financial Year 2021, he received a remuneration of 210.49 million.

Anil Shyam is the Head - Alternate Business of our Company. He holds a bachelor’s in commerce and master’s in finance &
control from Himachal Pradesh University, Shimla. He has previously worked at AK Capital Services Limited, Cholamandalam
AMC Limited, JM Financial Asset Management Private Limited and at ICICI Prudential AMC Limited. He joined our Company
on October 3, 2007. During the Financial Year 2021, he received a remuneration of 211.22 million.

Vikas Mathur is the Head - Institutional Sales of our Company. He holds a bachelor’s degree in electronics and communication
engineering from University of Madras, a postgraduate diploma in business entrepreneurship and management from the Indian
Institute of Planning and Management and a master’s degree in business administration from the International Management
Institute. He has previously worked at HBL Global Private Limited and at ICICI Prudential Life Insurance Company Limited.
He joined our Company on August 1, 2008. During the Financial Year 2021, he received a remuneration of %8.82 million.

Vikas Gautam is the Head - Global Offshore Business of our Company. He holds a bachelor’s degree in science from
Government Autonomous Science College, Gwalior, and a master’s degree in business administration from Lucknow
University. He has previously worked at Auric Consultancy, Citibank, ICICI Capital Services Limited, BNP Paribas, ICICI
Prudential AMC Limited. He joined our Company on October 6, 2008. During the Financial Year 2021, he received a
remuneration of 30.99 million.

Parag Joglekar is the Chief Financial Officer of our Company. He holds a bachelor’s degree in commerce from the University
of Bombay. He is a member of Institute of Chartered Accountants of India and is a member of the Institute of Cost and Works
Accountants of India. He has previously worked at Strategic Capital Corporation. He joined our Company on April 17, 2006.
During the Financial Year 2021, he received a remuneration of 210.20 million.

Keerti Gupta is the Chief Operations Officer of our Company. She holds a bachelor’s degree in science (home science) from
Rajasthan Agriculture University, Bikaner, and master’s degree in business administration from Maharishi Dayanand Saraswati
University, Ajmer. She has previously worked at Gujarat Lease Finance Limited and has been associated with the Aditya Birla
group for last 25 years. She is a Director at MF Utilities India Private Limited and ABSL Umbrella UCITS Funds Plc. She
joined our Company on January 1, 2015. During the Financial Year 2021, she received a remuneration of 29.78 million.

Sidharth Damani is the Head - Business Enablement and Marketing of our Company. He holds a bachelor’s degree in
commerce from Sydenham College of Commerce and Economics, Mumbai, and a master’s degree in business administration
from Queensland University of Technology, Brisbane, Australia. He has over two decades of experience and has joined our
Company on October 1, 1998. During the Financial Year 2021, he received a remuneration of 10.97 million.

K S Rao is the Head - Investor Education and Distributor Development of our Company. He holds a bachelor’s degree in
science from Osmania University a post graduate diploma in international business from Pondicherry University, a post
graduate diploma in portfolio management from Pondicherry University and has completed a program on leading and managing
from Indian Institute of Management, Calcutta. He is also a qualified Chartered Wealth Manager certified by the American
Academy of Financial Management. He has 34 years of experience and has previously worked at Indian Railways and at UTI
Asset Management Company Limited. He joined our Company on March 27, 2008. During the Financial Year 2021, he received
a remuneration of 29.03 million.

Hemanti Wadhwa is the Head-Compliance, Legal and Secretarial and Company Secretary and Compliance officer of our
Company. She holds a bachelor’s degree in law and master’s degree in commerce from University of Mumbai and is a fellow
member of Institute of Company Secretaries of India. She has 22 years of experience in areas such as compliance, legal, audit
and secretarial. She has previously worked at Deutsche Asset Management (India) Private Limited, BNP Paribas Asset

195,
Management Limited (erstwhile ABN AMRO Asset Management (India) Limited), HDFC Asset Management Company
Limited, Kotak Mahindra Asset Management Company Limited and at IL and FS Infra Asset Management Limited. She joined
our Company on January 11, 2016. She also acts as the principal officer of our Company under the Prevention of Money
Laundering Act, 2002. During the Financial Year 2021, she received a remuneration of 27.35 million.

Hirak Bhattacharjee is the Head - HR, Admin & Business Excellence of our Company. He holds a bachelor’s degree in
Science from the University of Pune and a post-graduate diploma in personnel management from Xavier Institute of Social
Service, Ranchi. He has previously worked at Shaw Wallace and Company Limited, Johnson Diversey India Private Limited,
Kotak Mahindra Bank Limited, Trent Hypermarket Limited and at Aditya Birla Sun Life Insurance Limited. He joined our
Company on July 1, 2019. During the Financial Year 2021, he received a remuneration of %8.5 million.

Status of Key Managerial Personnel
All our Key Managerial Personnel are permanent employees of our Company.
Arrangement or understanding with major Shareholders, Customers, Suppliers or Others

Other than A Balasubramanian the Managing Director and Chief Executive Officer of our Company who has been appointed
as the chief executive officer by the Board pursuant to the terms of the Existing Shareholders Agreement, there is no
arrangement or understanding with the major Shareholders, customers, suppliers or others, pursuant to which any of our Key
Managerial Personnel have been appointed. For details, see “History and Certain Corporate Matters — Key Terms of all
Subsisting Shareholders Agreements” on pages 174-177.

Shareholding of Key Managerial Personnel in our Company

As of the date of filing of this Prospectus, other than A Balasubramanian the Managing Director and Chief Executive Officer
of our Company, who holds 416 Equity Shares and Parag Joglekar who holds 512 Equity Shares in their capacity as nominees
of ABCL, none of our Key Managerial Personnel hold any Equity Shares.

Relationship between our Key Managerial Personnel

None of our Key Managerial Personnel are related to each other.

None of the Key Managerial Personnel of our Company have any interests in our Company other than to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred
by them during the ordinary course of business. There is no contingent or deferred compensation accrued for the year payable
to the Key Managerial Personnel, even if the compensation is payable at a later date.

Further, the Key Managerial Personnel may also be interested to the extent of Equity Shares (together with dividends and other
distributions in respect of such Equity Shares) which may be held by them. Our KMPs may be deemed to be interested to the
extent of stock options and/or restricted stock units granted or to be granted / Equity Shares, if any, allotted to them pursuant to
the ESOP Scheme. For details, see “Capital Structure — Employee Stock Option Scheme” on pages 76-78.

Changes in our Key Managerial Personnel in the three immediately preceding years:

The Changes in the Key Managerial Personnel of our Company in the last three years are as follows:

 

 

 

 

 

 

 

 

 

 

 

Name Designation Date of change Reasons for change

Sidharth Damani Head + Business ‘April 9, 2021 ‘Appointment
Enablement and Marketing

‘Anil Shyam Head - Alternate Business ‘April 9, 2021 ‘Appointment

Bhavdeep Bhatt Head — Retail Sales April 9, 2021 Appointment

A. Balasubramanian Managing Director July 25, 2019 ‘Appointment

Hirak Bhattacharjee Head — HR, Admin & July 1, 2019 ‘Appointment
Business Excellence

Vikas Mathur Head - Institutional Sales April 1, 2019 Appointment

 

 

Payment or benefit to officers of our Company

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no officer of
our Company, including our Directors and Key Managerial Personnel are entitled to any benefits upon termination of
employment under any service contract entered into with our Company.

Except as stated otherwise in this Prospectus and any statutory payments made by our Company, no amount or benefit has been
paid or given, in the two years preceding the date of this Prospectus, or is intended to be paid or given to any of our Company’s
officers except remuneration for services rendered as Directors, officers or employees of our Company.

196
Bonus or profit-sharing plans for our Key Managerial Personnel

Other than the performance bonus component of their remuneration, our Key Managerial Personnel are not parties to any bonus
or profit-sharing plan of our Company.

197
OUR PROMOTERS AND PROMOTER GROUP

ABCL and Sun Life AMC are the Promoters of our Company. In addition to ABCL, Sun Life AMC will also continue to share
the roles and responsibilities of the sponsor after the Offer. As of the date of this Prospectus, our Promoters, i.e., ABCL (together
with its nominees) and Sun Life AMC hold an aggregate of 287,999,680 Equity Shares, comprising approximately 100% of the
pre-Offer issued, subscribed and paid-up Equity Share capital of our Company. For details of shareholding of our Promoters in
our Company, see “Capital Structure - Build-up of Promoters’ shareholding in our Company” on pages 72-74.

The details of our Promoters are provided below:
Aditya Birla Capital Limited (““ABCL”)
Corporate Information

ABCL was incorporated on October 15, 2007. The registered office of ABCL is Indian Rayon Compound, Veraval, Gujarat-
362 266. Grasim Industries Limited is the Promoter of ABCL.

As of the date of this Prospectus, ABCL is registered as a Non-Deposit taking Systemically Important - Core Investment
Company (CIC-ND-SI) pursuant to the receipt of certificate of registration from the RBI. ABCL is a listed company having its
equity shares listed on BSE and NSE and is the holding company of various subsidiaries having presence across several business
sectors including nonbanking financial companies, asset management, life insurance, health insurance, housing finance, private
equity, general insurance broking, wealth management, broking, pension fund management and asset reconstruction businesses.

Board of directors

As of the date of this Prospectus, the board of directors of ABCL comprises of:

(a) Kumar Mangalam Birla, Non-Executive Director;
(b) Santrupt Misra, Non-Executive Director;
(c) Sushil Agarwal, Non-Executive Director;

(d) Subhash Chandra Bhargava, Independent Director;

(e) Vijayalakshmi Rajaram lyer, Independent Director;

( Arun Kumar Adhikari, Independent Director;

(g) Puranam Hayagreeva Ravikumar, Independent Director; and
(bh) Romesh Sobti, Non-Executive Director (nominee)

198
Shareholding pattern

The shareholding pattern of ABCL As of June 30, 2021 is as provided below:

 

[Category Category of] No. of | No. of fully [No.of] No.of | TotalNo. |Shareholding) Number of Voting rights heldineach | No.of | Shareholding, [Number oflocked| Number of | Number of
(1) shareholder] share | paid-up |partly| shares | shares held | asa % of class of securities (IX) Shares asa% |shares pledged] equity shares

 

 

 

 

 

 

 

 

 

 

 

 

(Q)__|holders/equity shares| paid- underlying] (VI)= | total no. of Under lying | assuming full or otherwise | held in
(i) | held@v) | up [Depository] (IV)+(V)+ | — shares Outstanding] conversion of encumbered |dematerialized
lequity| Receipts | (VI) _|(calculated as| convertible | convertible cm — | form avy
shares) (VI) per SCRR, securities | securities (as a
held 1957) (VIII) (including | percentage of
(vy) Asa % of Warrants) | diluted share
(A+B+C2) &) capital)
(XD=(VID+()
Asa % of
(A+B+C2)
‘No. of voting Rights Total as [Number (a)| Asa |Number] Asa
a % of % of | (a) | % of
(A+B+0) total total
|shares| |shares|
held held
@) @)
(Class- Equity|Class| Total | Total as
eg:y a % of
\(A+B+)|
(A) |Promoter 25}1,673,902,067] 33,616,128/1,707,518, 195] 70.69|1,673,902,067] '1,673,902,067 70.78} - 70.70}100,000,000) 5.86 -| -| 1,707,518,195|
\&
|Promoter
Group
(B)__ [Public |491,914] 691,002,079] 16,920,634] 707,922,713] 29.31) 691,002,079} 691,002,079} 29,22 -| 29.30] -| -| NA 677,262,478}
(©) [Non NA
lpromoter-
[Non Public
(Cl) [Shares 5 4 | + a J 5 J J -] | J | NA
lunderlying
[DRs
(C2) |Shares held | + | | + + | | + _ | | | NA
[by
Employee
[Trusts
Total |491,939| 2,364,904, 146) -| 50,536,762|2,415,440,908} 100|2,364,904, 146] 12,364,904,146) 100.00! -| -|100,000,000} 4.14) -| 2,384,780,673|

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

199
As of the date of this Prospectus, ABCL together with its nominees holds 146,879,680 Equity Shares, constituting
approximately 51% of the pre-Offer Equity Share capital of our Company. For further details see “Capital Structure - Build-up
of Promoters’ shareholding in our Company” on pages 72-74.

ABCL has not changed its activities from the date of its incorporation.

Our Company confirms that the permanent account number, bank account number, company registration number and the
address of the Registrar of Companies, Gujarat where ABCL is registered, have been submitted to the BSE and NSE at the time
of filing the Draft Red Herring Prospectus.

Details of change in control of ABCL

There has been no change in the control of ABCL in the last three years preceding the date of this Prospectus.

Promoters of ABCL

The promoter of ABCL is Grasim Industries Limited. Grasim Industries Limited is a listed company with its equity shares listed
on BSE Limited and NSE. Presently, no natural person holds fifteen percent or more of the voting rights in Grasim Industries
Limited.

Board of directors of Grasim Industries Limited

As of the date of this Prospectus, the board of directors of Grasim Industries Limited comprises of:

 

 

 

 

 

 

 

 

 

Kumar Mangalam Birla, Chairman and Non-Executive | Adesh Kumar Gupta, Independent Director
Director

Rajashree Birla, Non-Executive Director V Chandrasekaran, Independent Director
Cyril Shroff, Independent Director Anita Ramachandran, Independent Director
Thomas M. Connelly, Jr., Independent Director N. Mohanraj, Independent Director
Santrupt Misra, Non-Executive Director Vipin Anand, Non-Executive Director
Shailendra Kumar Jain, Non-Executive Director Dilip Roopsingh Gaur, Managing Director

 

Sun Life (India) AMC Investments Inc. (“Sun Life AMC”)

Corporate Information

Sun Life AMC was incorporated on March 24, 1999. The registered office of Sun Life AMC is at 31“ Floor, 1 York Street,
Toronto, Ontario M5J 0B6, Canada. Sun Life AMC is a wholly-owned subsidiary of Sun Life Assurance Company of Canada
and Sun Life Financial Inc. is the ultimate holding company of Sun Life AMC.

As of the date of this Prospectus, Sun Life AMC operates as a company which holds investments in joint ventures. Sun Life
AMC has not changed its activities from the date of its incorporation.

Board of directors
As of the date of this Prospectus, the board of directors of Sun Life AMC comprises of:

(a) Benoit, Rémi;
(b) Sinclair, Gavin; and
(©) Yang, Ken Kuanghua

Shareholding pattern

The shareholding pattern of Sun Life AMC is as provided below:

 

‘Name of shareholder Percentage of shareholding (%)
‘Sun Life Assurance Company of Canada 100.00
Total 100.00

 

 

 

 

 

 

As of the date of this Prospectus, Sun Life AMC holds 141,120,000 Equity Shares constituting 49% of the pre-Offer Equity
Share capital of our Company. For further details see “Capital Structure - Build-up of Promoters’ shareholding in our
Company” on pages 72-74.

Our Company confirms that the permanent account number, bank account number, corporation number and the address of the

Corporations Canada where Sun Life AMC is registered, have been submitted to BSE and NSE at the time of filing the Draft
Red Herring Prospectus.

200
Details of change in control of Sun Life AMC
There has been no change in the control of Sun Life AMC in the last three years preceding the date of this Prospectus.
Promoters of Sun Life AMC

The promoter of Sun Life AMC is Sun Life Assurance Company of Canada. Presently, no natural person holds fifteen percent
or more of the voting rights in Sun Life Assurance Company of Canada.

Board of directors of Sun Life Assurance Company of Canada

As of the date of this Prospectus, the board of directors of Sun Life Assurance Company of Canada comprises of:

William D. Anderson James M. Peck
Kevin D. Strain Scott F. Powers
Stephanie L. Coyles David H. Y. Ho
Martin J. G. Glynn Barbara G. Stymiest
Ashok K. Gupta M. Marianne Harris
Deepak Chopra

Change in control of our Company

Our Promoters are not the original promoters of our Company and have not acquired control in the five years immediately
preceding the date of this Prospectus.

For details in relation to the Equity Shares acquired by our Promoters, please see “Capital Structure — History of the Equity
Share capital held by our Promoters”, on pages 72-74.

Interest of our Promoters

Our Promoters are interested in our Company to the extent they have promoted our Company and to the extent of their
shareholding in our Company, directly and indirectly, the dividends payable, if any, and any other distributions in respect of
the Equity Shares held by them in our Company, from time to time. Further, our Promoters are also interested in our Company
to the extent of nominating directors on the Board of our Company and other rights pursuant to the Existing Shareholders
Agreement. For details see “History and Certain Corporate Matters - Key terms of all subsisting shareholders agreements” on
pages 174-177 and for details of the shareholding of our Promoters in our Company, see “Capital Structure — History of the
Equity Share capital held by our Promoters”, on pages 72-74.

Our Promoters have no interest in any property acquired by our Company during the three years immediately preceding the
date of this Prospectus or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of
land, construction of building or supply of machinery.

No sum has been paid or agreed to be paid to any of our Promoters or to the firms or companies in which our Promoters are
interested as members in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as
directors or promoters or otherwise for services rendered by our Promoters or by such firms or companies in connection with
the promotion or formation of our Company.

Promoter Group

Details of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations (excluding our
Promoters) are provided below:

Entities/Individuals forming part of Promoter Group

A. Promoter Group entities/Individuals of ABCL

 

Sr. Name of the Promoter Group entity Promoter group relation
No.

 

Grasim Industries Limited Holding company of ABCL

Aditya Birla Finance Limited Subsidiary companies and step-down
Aditya Birla Sun Life Insurance Company Limited subsidiaries of ABCL

Aditya Birla Housing Finance Limited
Aditya Birla PE Advisors Private Limited
‘Aditya Birla Money Limited

Aditya Birla Money Mart Limited

Aditya Birla Health Insurance Co Limited
Aditya Birla Wellness Private Limited

 

 

 

 

 

 

 

 

 

 

 

 

SRN) wee

 

201
 

.| Aditya Birla Capital Technology Services Limited (Formerly known as Aditya

Birla MyUniverse Limited)

 

.| Aditya Birla ARC Limited

 

2.| Aditya Birla Insurance Brokers Limited

 

3.| Aditya Birla Stressed Asset AMC Private Limited

 

.| Aditya Birla Trustee Company Private Limited

 

| ABCAP Trustee Company Private Limited

 

.| Aditya Birla Financial Shared Services Limited

 

| Aditya Birla Sun Life Pension Management Limited

 

| Aditya Birla Money Insurance Advisory Services Limited

 

.| Aditya Birla Sun Life Trustee Private Limited*

 

.| Kumar Mangalam Birla

 

{| Neerja Birla

 

.| ABARC-AST-001-Trust

 

| ABARC-AST-002-Trust

 

.| ABARC-AST-003-Trust

 

| ABARC-AST-006-Trust

 

| ABARC-AST-007-Trust

 

.| ABARC-AST-008-Trust

 

| ABARC-AST-009-Trust

 

.| Aditya Birla Special Situations Fund

 

.| Aditya Birla Sun Life AIF Trust I

 

.| Aditya Birla Sun Life AIF Trust IL

 

.| Aditya Birla Private Equity Trust

 

 

3,[ Aditya Birla Sun Life Mutual Fund

Persons whose shareholding is aggregated
under the heading “shareholding of the
promoter group”

 

* (Also a Promoter Group entity of Sun Life AMC)

 

 

 

B. Promoter Group entities of Sun Life AMC
Sr. Name of the Promoter Group entity Promoter group relation
we Sun Life Assurance Company of Canada Holding company of Sun Life AMC
2. | Sun Life Financial Inc. Holding company of Sun Life Assurance

 

 

 

Company of Canada and ultimate holding
company of Sun Life AMC

 

202

 
OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, for the purpose of identification of “group companies”, our Company has considered:

(a) companies (other than our Promoters and Subsidiaries) with which there were related party transactions as per Ind AS
24, as disclosed in the Restated Consolidated Financial Information; and

(b) other companies that are considered material by our Board.

With respect to (b) above, our Board in its meeting held on September 8, 2021, has considered that such companies that are a

part of the promoter group (as defined in the SEBI ICDR Regulations) with which there were transactions in the most recent

financial year and stub period, if any, to be included in the offer documents (“Test Period”), which individually or in the

aggregate, exceed 10% of the total restated consolidated revenue of our Company for the Test Period, shall also be classified

as Group Companies.

Based on the foregoing, our Group Companies are as follows:

() Aditya Birla Health Insurance Company Limited;

(2) Aditya Birla ARC Limited;

(3) Aditya Birla Capital Foundation;

(4) Aditya Birla Capital Technology Services Limited (formerly known as Aditya Birla MyUniverse Limited);

(5) Aditya Birla Finance Limited;

(6) Aditya Birla Financial Shared Services Limited;

(7) Aditya Birla Housing Finance Limited;

(8) Aditya Birla Insurance Brokers Limited;

(9) Aditya Birla Management Corporation Private Limited;

(10) Aditya Birla Money Insurance Advisory Services Limited;

(11) Aditya Birla Money Limited;

(12) Aditya Birla Sun Life Insurance Company Limited;

(13) Aditya Birla Sun Life Trustee Private Limited;

(14) Aditya Birla Wellness Private Limited;

(15) Grasim Industries Limited;

(16) Vodafone Idea Limited (formerly known as Idea Cellular Limited);

(17) SLGI Asset Management Inc. (formerly Sun Life Global Investments (Canada) Inc.); and

(18) GreenOak India Investment Advisors Private Limited

The details of our Group Companies are provided below.

Top five Group Companies:

Our top five Group Companies comprising (a) three equity listed Group Companies and (b) the top two unlisted Group

Companies on the basis of turnover in Fiscal 2021 calculated on a standalone basis, are as follows. The financial information

referred to in this section are as per accounting standards as applicable in the relevant reporting period.

1, Grasim Industries Limited
Grasim Industries Limited was incorporated as a public limited company on August 25, 1947 under the provisions of
the Gwalior Companies Act (1 of Samvat 1963) with the Registrar, Joint Stock Companies, Gwalior Government.
Grasim Industries Limited is currently, inter alia, engaged in the business of manufacture of viscose staple fibre, chlor-

alkali and allied chemicals, epoxy resins, insulators, textiles and paints amongst others.

Financial Information

203
Set forth below is certain financial information of Grasim Industries Limited derived from its audited standalone
financial statements for the last three audited Fiscal Years.

(@ in million except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020# Fiscal 2019

Equity Capital (A) 1,316.20 1,315.70 1,315.30
Other Equity (B) 428,162.40 3,75,424.70 4,18,276.60
Sales (operating revenue excluding other 1,23,863.60 1,86,094.00 2,05,504.30
income)

Profit/(Loss) after tax 9,050.00 12,699.50 5,153.00
Basic EPS (face value of %2)° 13.78 19.35 7.84
Diluted EPS (face value of 22)5 13.77 19.34 7.84
Net asset value 4,29,478.60 3,76,740.40 4,19,591.90
Net asset value per share* 654.13 573.97 638.43

 

*Based on weighted-average number of equity shares outstanding (Nos.) for calculation of Basic EPS (Nos.)
$ It includes profit/ (loss) from discontinued operations as well
# Figures have been taken from FY20 annual report. However, please note that FY20 comparative figures were restated in annual financial

statement of FY21

 

There are no significant notes by the auditors in their reports in relation to the above-mentioned financial statements.
Share price information

The equity shares of Grasim Industries Limited are currently listed on the BSE and NSE. The highest and the lowest
market price of the equity shares of Grasim Industries Limited during the immediate six months immediately preceding

the date of this Prospectus is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Month BSE NSE
High (in 2) Low (in) High (in 2) Low (in)
August 2021 1,614.35 1,430.00 1,614.20 1,430.05
July 2021 1,599.95 1,461.65 1,599.50 1,461.00
June 2021 1,559.60 1,420.00 1,547.00 1,420.05
May 2021 1,494.70 1,350.85 1,494.90 1,350.60
April 2021 1,472.40 1,262.35 1,472.70 1,262.00
March 2021 1,456.40 1,203.30 1,456.00 1,202.20

 

 

Source: www.bseindia.com and www.nseindia.com

The closing price of the Grasim Industries Limited equity shares as of August 31, 2021 on the BSE and NSE were
21,500.35 and 21,500.40, respectively.

Vodafone Idea Limited (formerly known as Idea Cellular Limited)

Vodafone Idea Limited was incorporated as ‘Birla Communications Limited’, a public limited company under the
Companies Act, 1956 with a certificate of incorporation issued by the Registrar of Companies, Maharashtra at Mumbai
on March 14, 1995 and a certificate of commencement of business on August 11, 1995. Vodafone Idea Limited is
currently engaged in the business of providing telecommunication services in India.

Financial Information
Set forth below is certain financial information of Vodafone Idea Limited derived from its audited standalone financial

statements for the last three audited Fiscal Years.
(in million except per share data)

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019
Equity capital 287,354 287,354 87,356
Reserves (excluding revaluation reserves) (664,430) (197,341) 547,689
Sales (operating revenue excluding other income) 416,727 447,150 368,588
Profit(Loss) after tax (462,937) (731,315) (140,560)
Earnings per share (Basic) (face value of 210) (6.11) (26.97) (20.33)
Earnings per share (Diluted) (face value of 210) (16.11) (26.97) (20.33)
Net worth/ Net asset value (377,076) 90,013 635,045
Book value per share / Net asset value per share (3.22) 3.13 72.70

 

 

 

 

 

There are no significant notes by the auditors in their reports in relation to the above mentioned financial statements
other than as follows:

Fiscal 2021 - Standalone financial statements of Vodafone Idea Limited: Material uncertainty related to Going
Concern

Vodafone Idea Limited has incurred losses of 7462,937 million for the year ended March 31, 2021 and the net worth
is negative 3377,076 million. As at March 31, 2021, the total debt (including interest accrued but not due and AGR

204
liability) of Vodafone Idea Limited stands at 1,867,790 million. Vodafone Idea Limited has classified ¥85,472 million
(net of waiver received) from non-current borrowings to current maturities of long-term debt for not meeting certain
covenant clauses under the financial agreements for specified financial ratios as at March 31, 2021. Further, as a result
of the rating downgrade, certain lenders had asked for increase of interest rates and additional margin money/security
against existing facilities. Vodafone Idea Limited’s has exchanged correspondences and continues to be in discussion
with the lenders for the next steps/waivers. The existing debt (excluding deferred spectrum obligation of 220,941
million for which additional bank guarantees of %9,757 million is to be given to avail additional 1 year moratorium)
of 281,184 million and the next instalment of the AGR Judgement matter are payable by March 31, 2022. Guarantees
amounting to 770,399 million are due to expire during the next twelve months. Vodafone Idea Limited’s has also
written to DoT for deferment of the spectrum payment instalment of 382,117 million payable as at April 9, 2022.

The Board of Directors of Vodafone Idea Limited’s, at its meeting held on September 4, 2020 had approved the fund-
raising plan of up to 2250,000 million.

There exists material uncertainty relating to Vodafone Idea Limited’s ability to continue as a going concern which is
dependent on its ability to raise additional funds as required, successful negotiations with lenders on continued support,
refinancing of debts, monetisation of certain assets, outcome of the modification application filed with the Hon’ble
Supreme Court and clarity of the next instalment amount, acceptance of its deferment request by DoT and generation
of cash flow from operations that it needs to settle / renew its liabilities / guarantees as they fall due. As of date, the
Vodafone Idea Limited has met all its debt obligations. Pending the outcome of the above matters, these financial
statements have been prepared on a going concern basis.

Fiscal 2020 — Standalone financial statements of Vodafone Idea Limited: Material uncertainty related to Going
Concern:

(a) The Hon’ble Supreme Court on October 24, 2019 delivered its judgement (“AGR judgment”) on cross appeals
against the Hon’ble Telecom Disputes Settlement and Appellate Tribunal (“TDSAT”) judgment dated April 23,
2015, wherein it has held that the definition of gross revenue under Clause 19 of the Unified Services Access
Licence (“UASL”) is all encompassing and comprehensive. Hon’ble Supreme Court has further held that the
Gross Revenue definition shall prevail over the Accounting Standards and is binding on the parties to the contract
/ License Agreement. The Hon’ble Supreme Court has then dealt with different heads of revenue / inflow and has
held that these will fall within the definition of Adjusted Gross Revenue (“AGR”). The order upheld the principal
demand, levy of interest, penalty and interest on penalty. Further, the Hon’ble Supreme Court directed vide the
supplementary order of the same date, the payment of the entire AGR dues to be made within 3 months from the
date of the order.

A Review Petition filed by Vodafone Idea Limited and some of the telecom operators against the above AGR
Judgement was dismissed on January 16, 2020. Thereafter, Vodafone Idea Limited filed an application for
modification of the Supplementary Order before the Hon’ble Supreme Court of India on January 20, 2020,
seeking permission to submit an application to Department of Telecom (“DoT”) to decide upon the schedule of
payment of AGR dues.

The matter came up for hearing on February 14, 2020 when the Hon’ble Supreme Court issued notices to the
Managing Director / Directors of all Telecom Service Providers (“TSPs”) in view of the non-payment of AGR
dues pursuant to the AGR Judgement. Vodafone Idea Limited has filed a detailed affidavit placing on record the
financial position of Vodafone Idea Limited as also a detailed reply to place on record as to why Vodafone Idea
Limited was unable to make the payments.

On March 16, 2020 DoT also filed a modification application with the Hon’ble Supreme Court to allow
reasonable time to the TSPs, considering staggered payments with interest to duly protect the net present value
and to cease the current applicable interest after a particular date. Subsequently, on March 18, 2020, the Hon’ble
Supreme Court heard the matters and inter alia ordered that no exercise of self-assessment / re-assessment is to
be done and the AGR dues which were placed before the Hon’ble Supreme Court have to be paid including
interest and penalty. At the same hearing, the Hon’ble Supreme Court stated that the DoT’s modification
application would be considered on the next date of hearing.

On June 11, 2020, the modification application filed by DoT came up for hearing. The Hon’ble Supreme Court
directed the TSPs to file their proposals, within 5 days, as to the time frame required by the TSPs to make the
payment and what kind of securities, undertakings and guarantees should be furnished to ensure that the AGR
dues are paid. On June 16, 2020, Vodafone Idea Limited filed an affidavit before the Hon’ble Supreme Court
inter alia supporting the DoT’s proposal that 20 years’ timeframe be granted to make the payments of AGR dues.
On June 18, 2020, Hon’ble Supreme Court inter alia considered the affidavit filed by Vodafone Idea Limited and
other TSPs and directed all the TSPs to: (i) file audited Balance Sheets for the last 10 years including for the year
ending March 31, 2020; (ii) Income Tax Returns and the particulars of AGR deposited during the last 10 years;
and (iii) to make payments of reasonable amount also to show bonafide, before the next date of hearing. Vodafone
Idea Limited has already made payments of %68,544 million in three instalments during the quarter ended March
31, 2020 towards AGR dues. The matter was directed to be listed in the 3rd week of July 2020.

205
(b)

The DoT in its modification application has provided a statement of preliminary assessed AGR dues for an
amount of %582,540 million including the principal, interest, penalty and interest on penalty up to FY 2016-17.
Vodafone Idea Limited has recognized a total estimated liability of 459,607 million as at March 31, 2020. This
is based on the DoT demands (mainly up to the periods ending March 31, 2017 and some beyond) after adjustment
for certain computational errors and payments made in the past not considered in DoT demands and estimates
made by Vodafone Idea Limited for the periods thereafter for which demands have not been received together
with interest, penalty and interest on penalty all taken for periods up to March 31, 2020. The total estimated
liability is offset by consequential adjustments on satisfaction of contractual conditions under a mechanism as
per the Implementation Agreement dated March 20, 2017 entered on merger of erstwhile Vodafone and Idea
Cellular Limited (“ICL”) in relation to the crystallization of certain contingent liabilities which existed at the
time of merger in the books. Accordingly, the net impact of these effects amounting to 274,886 million has been
recognized as exceptional items during the year. The total estimated liability of 459,607 million stands reduced
as at March 31, 2020 to the extent of payment 68,544 million made as mentioned above.

As at March 31, 2020, Vodafone Idea Limited has classified 142,757 million (includes 795,972 million
reclassified as at March 31, 2019) from non-current borrowings to current maturities of long-term debt for not
meeting certain covenant clauses under the financial agreements for specified financial ratios as at March 31,
2020. Vodafone Idea Limited had exchanged correspondences/been in discussions with these lenders for the next
steps/waivers. During the year, the credit rating of certain borrowings has been revised to BB-. As a result, certain
lenders have asked for increase of interest rates, for which Vodafone Idea Limited is in discussion with such
lenders. Further, guarantees amounting to 7128,448 million are due to expire during the next twelve months.

The above factors indicate that material uncertainty exists that cast significant doubt on Vodafone Idea Limited
ability to continue as a going concern and its ability to generate the cash flow that it needs to settle/refinance its
liabilities and guarantees as they fall due. Vodafone Idea Limited’s ability to continue as a going concern is
essentially dependent on a positive outcome of the application before the Hon’ble Supreme Court for the payment
in instalments and successful negotiations with lenders. Pending the outcome of the above matters, those financial
statements have been prepared on a going concern basis.

Fiscal 2019: Standalone financial statements of Vodafone Idea Limited - uncertainties related to the legal
outcome in respect of the Department of Telecommunications (DoT) demand notices for one time spectrum
charges:

One time spectrum charges - beyond 4.4 Mega Hertz (“MHz”):

In financial year 2012-2013, DoT had issued demand notices towards one time spectrum charges

For spectrum beyond 6.2 MHz in respective service areas for retrospective period from July 1, 2008 to December
31, 2012, amounting to 710,687 million (March 31, 2018: 3,691 million), and

For spectrum beyond 4.4 MHz in respective service areas effective January 1, 2013 till expiry of the period as per
respective licenses amounting to 757,254 million (March 31, 2018: 217,444 million).

The group believes the above demands amount to alteration of financial terms of the licenses issued in the past. The
group had therefore, petitioned the Hon’ble High Court of Bombay/TDSAT, where the matter was admitted and is
currently sub-judice. The Hon’ble High Court of Bombay/TDSAT has directed the DoT, not to take any coercive
action until the matter is further heard.

During the year when the matter of erstwhile Vodafone India Limited (“VIL”) and erstwhile Vodafone Mobile
Services Limited (*VMSL”) merging with Vodafone Idea Limited was taken up with DoT for approval. DoT while
granting the approval demanded that Vodafone Idea Limited submits a revised bank guarantee towards one-time
spectrum fees beyond 4.4 MHz amounting to 333,224 million (March 31, 2018: Nil) as per clause 3 (i) and (m) of the
Mergers and Acquisitions (“M&A”) guidelines dated February 20, 2014. Vodafone Idea Limited complied with the
aforesaid demand and submitted the bank guarantee to DoT under protest. In September 2018, Vodafone Idea Limited
approached TDSAT, seeking return of BG of 233,224 million. On January 21, 2019, Vodafone Idea Limited has
received a favourable order from TDSAT directing DoT to release the bank guarantee of 221,135 million within 2
months. Vodafone Idea Limited has filed letter with DoT to release the bank guarantee. DoT reply is awaited. As at
March 31, 2019, the matter is sub judice.

CARO

2021 CARO

(i)(b) The auditors have reported that the company has a programme of physical verification of fixed assets to cover

all

the items in phased manner over a period of three years, which in our opinion is reasonable having regard to the

size of the company and nature of its assets. Pursuant to such programme, physical verification for a portion of fixed

206
assets due during the year has not been completed by the management due to COVID 19. Hence, the auditors were
unable to comment on the discrepancies, if any, that may arise upon such verification.

2020 CARO

(i)(b) The auditors have reported that the company has a programme of physical verification of fixed assets to cover
all the items in phased manner over a period of three years, which in the auditors opinion is reasonable having regard
to the size of the company and nature of its assets. Pursuant to such programme, physical verification for a portion of
fixed assets due during the year were initiated and not completed by the management due to COVID-19. Hence, the
auditors were unable to comment on the discrepancies, if any, that may arise upon such verification.

Share price information
The equity shares of Vodafone Idea Limited are currently listed on the BSE and NSE. The highest and the lowest

market price of the equity shares of Vodafone Idea Limited during the immediate six months immediately preceding
the date of this Prospectus is as follows:

 

 

 

 

 

 

 

 

 

Month BSE NSE
High (in 2) Low (in High (in @) Low (in
August 2021 8.54 4.55 8.55 4.55
July 2021 9.92 7.87 9.90 7.90
June 2021 10.98 8.47, 10.95 8.45
May 2021 9:15. 8.05 9.15 8.05
April 2021 10.12 8.30 10.15 8.30
March 2021 11.65 8.80 11.62 8.80

 

 

 

 

 

 

The closing price of the Vodafone Idea Limited equity shares as August 31, 2021 on the BSE and NSE were 26.11
and 26.10, respectively.

Aditya Birla Money Limited

Aditya Birla Money Limited was incorporated in the name of Apollo Sindhoori Capital Investments Limited as a
public limited company on July 4, 1995 under the Companies Act, 1956 with the Registrar of Companies, Tamil Nadu
at Madras. Aditya Birla Money Limited is currently engaged in the business of stock broking, portfolio management
services, research analyst, investment advisory and depository participant.

Financial Information

Set forth below is certain financial information of Aditya Birla Money Limited derived from its audited standalone
financial statements for the last three audited Fiscal Years.

(@ in million except per share data)

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019

Equity capital 56.30 56.30 56.30
Reserves (excluding revaluation reserves) 422.53 256.43 158.48
Sales (operating revenue excluding other 1,906.08 1,666.62 1,680.48
income)

Profit/(Loss) after tax 157.84 119.86 99.91
Earnings per share (Basic) (face value of 21) 2.80 2.13 1.78
Earning per share (face value of 21) 2.80 2.13 1.77
Net worth/ Net asset value NAV”) 478.83 312.74 214.78
‘Net worth per share / (NAV per share) 8.50 5.55 3.81

 

 

 

 

 

Note:

* Aditya Birla Commodities Broking Limited, wholly owned subsidiary of Aditya Birla Money Limited (“ABML”), was merged
with ABML with effect from December 14, 2018.

© The results for financial years 2018-2019, 2019-2020 and 2020-2021 are standalone results (post-merger) prepared as per Ind
AS.

There are no significant notes by the auditors in their reports in relation to the above mentioned financial statements.
Share price information
The equity shares of Aditya Birla Money Limited are currently listed on the BSE and NSE. The highest and the lowest

market price of the equity shares of Aditya Birla Money Limited during the six months immediately preceding the
date of this Prospectus is as follows:

207
 

 

 

 

 

 

 

 

 

 

 

 

Month BSE NSE
High (in 2) Low (in) High (in) Low (in @)

August 2021 75.85 54.30 75.90 56.15
July 2021 88.50 54.45 88.80 54.40
June 2021 64.00 44.80 63.95 46.00
May 2021 50.60 39.65 50.65 39.55
April 2021 46.90 38.00 44.60 39.20
March, 2021 48.40 41.00 48.45 40.60

 

 

 

Source: www.bseindia.com and www.nseindia.com

The closing price of the Aditya Birla Money Limited equity shares as of August 31, 2021 on the BSE and NSE were

260.95 and 260.80, respectively.

Aditya Birla Sun Life Insurance Company Limited

Aditya Birla Sun Life Insurance Company Limited was incorporated as a public limited company on August 4, 2000
under the Companies Act, 1956 with the Registrar of Companies, Maharashtra at Mumbai. Aditya Birla Sun Life
Insurance Company Limited is authorized under its memorandum of association to engage in the business of Life

Insurance.

Financial Information

Set forth below is certain financial information of Aditya Birla Sun Life Insurance Company Limited derived from its
audited standalone financial statements for the last three audited Fiscal Years.

(@ in million except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019

Equity capital 19,012 19,012 19,012
Reserves (excluding revaluation reserves) 4,415 3,004 1,959
Sales (operating revenue excluding other 1,72,325 81.561 103,930
income) (Refer note 1)

Profit/(Loss) after tax 1,065 1,044 1,256
Earnings per share (Basic) (face value of 210) 0.56 0.55 0.66
Earnings per share (Diluted) (face value of 210) 0.56 0.55 0.66
Net asset value 23,982 21,998 20,998
Net asset value per share 12.61 11.57 11.04

 

 

Note 1 — Includes premium income, reinsurance ceded and investment income of linked and non-linked policyholder considered as
operating revenue in common parlance.

The audited standalone financial statements of Aditya Birla Sun Life Insurance Company Limited for Fiscal 2019, 2020 and 2021
were prepared in accordance with Indian GAAP.

There are no significant notes by the auditors in their reports in relation to the above-mentioned financial statements.
Aditya Birla Finance Limited

Aditya Birla Finance Limited was incorporated as a private limited company on August 28, 1991 under Companies
Act, 1956 with the Registrar of Companies, Maharashtra at Mumbai. It is currently engaged in the business of lending,

investments and wealth management.

Financial Information

Set forth below is certain financial information of Aditya Birla Finance Limited derived from its audited standalone
financial statements for the last three audited Fiscal Years.

(2 in million except per share data)

 

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021* Fiscal 2020 Fiscal 2019

Equity capital 6,621.01 6,621.01 6,562.45
Reserves (excluding revaluation reserves) 81,757.79 74,160.50 67,602.98
Sales (operating revenue excluding other 55,115.20 62,017.40 56,072.66
income)

Profit/(loss) after tax 7,688.32 8,049.46 8,687.23
Earnings per share (Basic) (face value of 210) 11.61 12.16 13.37,
Earnings per share (Diluted) (face value of 210) 11.61 12.16 13.37
Net asset value or Net worth 88,378.79 80,781.50 74,165.43
Net asset value or Book value per share 133.48 122.01 113.01

 

 

 

 

*The audited standalone financial statements of Aditya Birla Finance Limited for Fiscals 2019, 2020 and 2021 were prepared

in accordance with Ind AS.

There are no significant notes by the auditors in their reports in relation to the above-mentioned financial statements.

208
Other Group Companies

The details of the rest of our Group Companies are as follows:

1.

Aditya Birla Health Insurance Company Limited

Aditya Birla Health Insurance Company Limited was incorporated as a public limited company on April 22, 2015
under Companies Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. Aditya Birla Health Insurance
Company Limited is currently engaged in the business of health insurance and is registered as standalone health
insurance company with IRDAI. The registration number of Aditya Birla Health Insurance Company Limited is 153.

Aditya Birla ARC Limited

Aditya Birla ARC Limited was incorporated as a public limited company on March 10, 2017 under the Companies
Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. Aditya Birla ARC Limited is currently engaged
in the business of securitisation and reconstruction of financial assets.

Aditya Birla Capital Foundation

Aditya Birla Capital Foundation was incorporated as a Section 8 company limited by guarantee on October 27, 2018
the under Companies Act with the Registrar of Companies, Maharashtra at Mumbai. Aditya Birla Capital Foundation
is engaged in doing social welfare activities as per applicable laws, in relation to corporate social responsibility.

Aditya Birla Capital Technology Services Limited (formerly known as Aditya Birla MyUniverse Limited)

Aditya Birla Capital Technology Services Limited was incorporated as a private limited company on September 11,
2008 under Companies Act, 1956 with the Registrar of Companies, Maharashtra, at Mumbai. Aditya Birla Capital
Technology Services Limited is currently engaged in the business of information technology related services and
software development.

Aditya Birla Financial Shared Services Limited

Aditya Birla Financial Shared Services Limited was incorporated as a public limited company on June 19, 2008 under
Companies Act, 1956 with Registrar of Companies, Maharashtra at Mumbai. Aditya Birla Financial Shared Services
Limited is currently engaged in providing support services to group companies on cost to cost basis and sharing,
selling, providing, disseminating, supplying to group companies and other entities, data, information, statistics, details
and client support services in financial sector products and services, undertaking market research for companies or
organizations.

Aditya Birla Housing Finance Limited

Aditya Birla Housing Finance Limited (formerly known as LIL Investment Limited), was incorporated as a public
limited company on July 27, 2009 under Companies Act, 1956 with the Registrar of Companies, Maharashtra at
Mumbai. Aditya Birla Housing Finance Limited is currently engaged in the businesses of housing finance in India and
elsewhere whether directly or indirectly.

Aditya Birla Insurance Brokers Limited

Aditya Birla Insurance Brokers Limited was incorporated as a public limited company on December 26, 2001 under
Companies Act 1956 with the Registrar of Companies, Maharashtra at Mumbai. Aditya Birla Insurance Brokers
Limited is currently engaged in the business of insurance broking.

Aditya Birla Management Corporation Private Limited

Aditya Birla Management Corporation Private Limited was incorporated as a private company limited by guarantee
on February 16, 1999 under Companies Act 1956 with the Registrar of Companies, Maharashtra at Mumbai. Aditya
Birla Management Corporation Private Limited is authorized under its memorandum of association/constitutional
documents to acts as a facilitator and provider of specialized functional services to all the member companies with a
view to optimize the benefits of specialization and achieve economies of scale to minimize costs for each of the
members.

Aditya Birla Money Insurance Advisory Services Limited

Aditya Birla Money Insurance Advisory Services Limited was incorporated as a public limited company on September
12, 2001 under Companies Act, 1956 with the Registrar of Companies, Maharashtra at Mumbai. Aditya Birla Money
Insurance Advisory Services Limited is currently engaged in the business of insurance broking.

209
10.

11.

12.

13.

Aditya Birla Sun Life Trustee Private Limited

Aditya Birla Sun Life Trustee Private Limited is a private limited company, incorporated in India on September 23,
1994 under the provisions of the Companies Act, 1956. The principal object of Aditya Birla Sun Life Trustee Private
Limited is to act as trustee for Aditya Birla Sun Life Mutual Fund and for that purpose to set up, promote, settle and
execute trusts and devise various schemes for raising funds in any manner from persons, body corporates, trust, society,
association of persons in India and abroad and to deploy funds raised and earn reasonable returns on their investments
and to acquire, hold, manage, dispose of all or any property or assets or securities. Aditya Birla Sun Life Trustee
Private Limited also acts as trustee of Aditya Birla Sun Life AIF Trust - I and Aditya Birla Sun Life AIF Trust - II.

Aditya Birla Wellness Private Limited

Aditya Birla Wellness Private Limited was incorporated as a private limited company on June 23, 2016 under the
Companies Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. Aditya Birla Wellness Private
Limited is currently engaged in the business of providing incentivized wellness that aims to create shared value in
making people, businesses and communities better thereby focusing on their wellbeing.

SLGI Asset Management Inc. (formerly Sun Life Global Investments (Canada) Inc.)

SLGI Asset Management Inc. was incorporated as Sun Life Asset Management Inc. on November 8, 2007 under the
Canada Business Corporations Act with Corporations Canada, at C.D. Howe Building, 235 Queen Street, Ottawa
Ontario K1A OHS. With effect from May 31, 2010, the company changed its name to Sun Life Global Investments
(Canada) Inc. Further, with effect from July 20, 2020, the company changed its name to its present name, i.e. SLGI
Asset Management Inc.

SLGI Asset Management Inc. is currently engaged in the business of providing asset management services across two
lines of business. The first is the mutual fund business, which consists of managing mutual funds being offered in the
Canadian marketplace. SLGI Asset Management Inc. also manages a general fund business consisting of provision of
portfolio advisory services in Canada on behalf of Sun Life Assurance Company of Canada (wholly owned subsidiary
Sun Life Financial Inc.). SLGI Asset Management Inc. is a registered portfolio manager, investment fund manager
and commodity trading manager with the Ontario Securities Commission and is registered as a mutual fund dealer in
the Province of Ontario.

GreenOak India Investment Advisors Private Limited

GreenOak India Investment Advisors Private Limited was incorporated as a private limited company on January 13,
2017 under the Companies Act with the Registrar of Companies, Maharashtra at Mumbai. GreenOak India Investment
Advisors Private Limited is currently engaged in the business of providing advice relating to investing in, purchasing,
selling or otherwise dealing in securities or investment products, and advice on investment portfolio containing
securities or investment products, whether written, oral or through any other means of communication for the benefit
of its clients, with a particular emphasis on investments in the real estate sector.

Loss making Group Companies

Details of the losses made by our Group Companies are as follows:

(2 in million

 

 

 

 

 

 

 

Name of Group Company Details of Profit / (Loss) after tax
Fiscal 2021 Fiscal 2020 Fiscal 2019
Aditya Birla Health Insurance Company Limited (1,976.61) (2,411.60) (2,545.00)
Aditya Birla Capital Technology Services Limited (GL73) (187.61) (367.58)
Aditya Birla Wellness Private Limited (1.12) (25.80) (49.26)
Vodafone Idea Limited (462,936.50) (731,314.80) (140,560.43)

 

 

 

 

 

Interest of Group Companies in our Company

@

@)

Business interests

None of our Group Companies have any interest in the promotion or any business interest or other interests in our
Company, except as disclosed in “Related Party Transactions” and “Risk Factors - We have in the past entered into
related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest
with the equity shareholders” on pages 41-42, respectively.

In the properties acquired by our Company in the past three years preceding the filing of this Prospectus with SEBI
or proposed to be acquired

None of our Group Companies are interested in the properties acquired by our Company in the three years preceding
the filing of this Prospectus with SEBI or proposed to be acquired by our Company.

210
©

In transactions for acquisition of land, construction of building and supply of machinery

None of our Group Companies are interested in any transactions for the acquisition of land, construction of building
or supply of machinery.

Common Pursuits amongst the Group Companies with our Company
Except as mentioned below there are no common pursuits between any of our Group Companies and our Company:
Aditya Birla Money Limited and our Company both hold license from SEBI to provide portfolio management services.

Related business transactions with our Group Companies and significance on the financial performance of our
Company

For details of related party transactions between our Company and our Group Companies, see “Related Party
Transactions” on page 268.

Defunct Group Companies

None of our Group Companies are defunct and no application has been made to the relevant registrar of companies
for striking off the name of any of our Group Companies during the five years preceding the date of filing of the Draft
Red Herring Prospectus with SEBI.

Sick Group Companies

None of our Group Companies fall under the definition of sick industrial companies under the erstwhile Sick Industrial
Companies (Special Provisions) Act, 1995, nor have they been declared insolvent or bankrupt under the Insolvency
and Bankruptcy Code, 2016.

Litigation

Our Group Companies are not party to any pending litigations which will have a material impact on our Company.
For details in relation to certain regulatory matters pending against our Group Companies, see “Outstanding Litigation
and Material Developments — Litigations involving our Group Companies - Certain regulatory matters pending
against our Group Companies” on pages 293-294.

Other confirmations

Except as provided in this section, none of our Group Companies have its equity shares listed on any stock exchange.
Further, to the extent applicable, none of our Group Companies have failed to list on any stock exchange in any
recognised stock exchange in India or abroad.

Except for Vodafone Idea Limited, none of our Group Companies have made any public or rights issue (as defined
under the SEBI ICDR Regulations) in the preceding three years:

 

Details
May 2019

Information (Vodafone Idea Limited)
Year of issue

 

 

Type of issue

Rights Issue

 

‘Amount of issue @

2249,997.89 million

 

Issue price ()

212.50 per share

 

Market price (®) (as at August 31, 2021)

6.11

 

Date of closure of issue

April 24, 2019

 

Date of allotment and credit of securities to dematerialized account of
investors

May 4, 2019
May 6, 2019

 

Date of completion of the project, where object of the issue was financing
the project

N.A.

 

 

Rate of dividend paid

 

 

 

None of our Group Companies are debarred from accessing the capital market for any reasons by SEBI or any other

regulatory authorities.

211
DIVIDEND POLICY

The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and approved by
our Shareholders, at their discretion, subject to the provisions of the Articles of Association and the applicable laws including
the Companies Act, 2013 read with the rules notified thereunder, each as amended. The dividend distribution policy of our
Company was approved and adopted by our Board on April 14, 2021.

The declaration and payment of dividend will depend on a number of factors including but not limited to stability of earnings,
cash flow from operations and future organic and inorganic growth plans and reinvestment opportunities. Our Company may
not distribute dividend or may distribute a reduced quantum of dividend when there is absence or inadequacy of profits.

Our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan or
financing arrangements our Company may enter into to finance our fund requirements for our business activities. For details
in relation to risks involved in this regard, see “Risk Factors - Our ability to pay dividends in the future will depend on our
earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing
arrangements.” on page 42.

In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the
loan or financing arrangements our Company may enter into to finance our fund requirements for our business activities.

Details of dividends distributed on the Equity Shares are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘As at and for the | Asatand forthe year | Asatandforthe year | As atand for the year
three ended March 31, 2021| ended March 31,2020 | ended March 31, 2019
months period
ended June 30,
2021*
No. of Equity Shares 288.00 18.00 18.00 18.00
(in million) S@
Face value per share (in ®) 5 10 10 10
Final / Interim dividend paid to 705.60 1,400.04 3,300.00 3,000.00
Equity shareholders. (in %
million)
Dividend per share (in 2) 2.45, 77.78 183.33 166.67
Rate of dividend (%) 49.00 777.80 1,833.00 1,667.00
Dividend Distribution Tax (%) = 5 20.56 20.19
Dividend Distribution Tax (in = - - 678.32 605.74
million)

 

“Dividend pertains dividend declared for fiscal year ended March 31, 2021 and paid in the month of June, 2021.
$ The Board of Directors pursuant to a resolution dated April 5, 2021 and the shareholders special resolution dated April 6, 2021 have

approved the issuance of seven bonus shares of face value %5 each for every one existing fully paid up equity share of face value 25 each

and accordingly 25,20,00,000 bonus shares were issued and allotted.
@ Pursuant to a resolution passed by our Board on April 5, 2021 and a resolution passed by our Shareholders in the EGM held on April 6,

2021, each equity share of face value of 210 each has been split into two equity shares of face value of %5 each.

212
SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION

(The remainder of this page is intentionally left blank)

213
12th Floor, The Ruby

29 Sena Be Mi
S.R. BATLIBOI & Co. LLP 29 Sonat Baat Mara
Chartered Accountants Mumbai - 400 028, India

Tel: +91 22 6819 8000

Independent Auditors’ Report on the Restated Ind AS Consolidated Summary Statement of Assets and Liabilities
as at June 30, 2021 and 2020, March 31, 2021, 2020 and 2019 and Restated Ind AS Consolidated Summary
Statements of Profits and Losses, Restated Ind AS Consolidated Summary Statements of Cash Flows and Restated
Ind AS Consolidated Summary Statements of Changes in Equity, the Summary Statement of Significant
Accounting Policies, and other explanatory information for each of the three months periods ended June 30,
2021 and 2020 and for each of the years ended March 31, 2021, 2020 and 2019 of Aditya Birla Sun Life AMC
Limited (collectively, the "Restated Ind AS Consolidated Summary Statements")

 

 

 

The Board of Directors

Aditya Birla Sun Life AMC Limited

One World Center, Tower-117th Floor, Jupiter Mills Compound
841, S.B. Marg, Elphinstone Road

Mumbai — 400 013

Dear Sirs/Madams,

1. We, S.R. Batliboi & Co. LLP (“we”, “us” or “SRBC”) have examined the attached Restated Ind AS Consolidated
Summary Statements of Aditya Birla Sun Life AMC Limited (the “Company”) and its subsidiaries (listed in
annexure |) (the Company and its subsidiaries together referred to as the “Group"), comprising the Restated
Consolidated Statement of Assets and Liabilities as at June 30, 2021 and 2020, March 31, 2021, 2020 and 2019,
the Restated Consolidated Statements of Profit and Loss (including other comprehensive income), the
Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement for
the three month periods ended June 30, 2021 and 2020 and for the years ended March 31, 2021, 2020 and
2019, the Summary Statement of Significant Accounting Policies, and other explanatory information, as
approved by the Board of Directors of the Company at their meeting held on August 17, 2021 for the purpose
of inclusion in the addendum to draft red herring prospectus (“Addendum”), Red Herring Prospectus (“RHP”)
and Prospectus (collectively, the “Offer Documents”) prepared by the Company in connection with its
proposed Initial Public Offer of equity shares of face value Rs. 5 each (“IPO”) through an offer for sale and
prepared in terms of the requirements of:

a) Section 26 of Part | of Chapter III of the Companies Act, 2013 (the “Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

 

Management's Respon: 'y for the Restated Ind AS Consolidated Summary Statements

2. The Company’s Board of Directors is responsible for the preparation of the Restated Ind AS Consolidated
Summary Statements for the purpose of inclusion in the Offer Documents to be filed with the Registrar of
Companies, Maharashtra at Mumbai, where applicable, Securities and Exchange Board of India, BSE Limited
and National Stock Exchange of India Limited in connection with the proposed IPO of the Company. The
Restated Ind AS Consolidated Summary Statements have been prepared by the management of the Company
on the basis of preparation stated in note 2(i) to the Restated Ind AS Consolidated Summary Statements. The
respective Board of Directors of the companies included in the Group are responsible for designing,
implementing and maintaining adequate internal control relevant to the preparation and presentation of the
Restated Ind AS Consolidated Summary Statements. The Board of Directors are also responsible for identifying
and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

SR Batliboi & Co. LLP, a Limited Liablgypaytnership with LLP Identity No. AAB-4294 Regd. office : 22,
Camac Street, Block 8, $d Floor, Kolkata-700 016
S.R. BATLIBOI & Co. LLP

Chartered Accountants

Auditors’ Responsi

3.

4.

 

ies

We have examined such Restated Ind AS Consolidated Summary Statements taking into consideration:

a)

b)

da)

The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated July 30, 2021 in connection with the proposed IPO of equity shares of the
Company;

The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of
the Code of Ethics issued by the ICAI (the “Guidance Note”);

Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Ind AS Consolidated Summary Statements; and

The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely
to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR
Regulations and the Guidance Note in connection with the proposed IPO.

These Restated Ind AS Consolidated Summary Statements have been compiled by the management from:

a)

b)

c)

qd)

Audited consolidated Ind AS financial statements of the Group as at and for the three month period
ended June 30, 2021 and 2020 prepared in accordance with the Indian Accounting Standards (referred
to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which
have been approved by the Board of Directors at their meeting held on July 26, 2021 and July 26, 2021
respectively;

Audited Consolidated Ind AS financial statements of the Group as at and for the years ended March 31,
2021 and 2020 prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”),
as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules
2015, as amended, and other accounting principles generally accepted in India, as applicable at the
relevant time, which have been approved by the Board of Directors at their meeting held on May 8,
2021 and May 18, 2020 respectively;

Audited Consolidated Ind AS financial statements of the Group as at and for the year ended March 31,
2019 prepared in accordance with Ind AS, as prescribed under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles
generally accepted in India, as applicable at the relevant time, which have been approved by the Board
of Directors at their meeting held on April 26, 2019; and

The financial information in relation to the Company’s subsidiaries as listed below, have been audited
by other auditors and included in the consolidated financial statements for each of the period/ years
listed below:

 

 

 

SINo Name of the entity Relationship Period Covered
1 Aditya Birla Sun Life Subsidiary As at and for the three-month period
AMC (Mauritius) ended June 30, 2021 and 2020 and for
Limited, Mauritius the year ended March 31, 2021, 2020
and 2019
2) Aditya Birla Sun Life Subsidiary As at and for the three-month period
Asset Management ended June 30, 2021 and 2020 and for
Company Pte. Ltd., the year ended March 31, 2021, 2020
Singapore and 2019

 

 

 

 

 

 

215
S.R. BATLIBOI & Co. LLP

Chartered Accountants

5.

 

 

SINo Name of the entity Relationship Period Covered
3 Aditya Birla Sun Life Subsidiary As at and for the three-month period
Asset Management ended June 30, 2021 and 2020 and for
Company Limited, the year ended March 31, 2021, 2020
DIFC, Dubai and 2019

 

 

 

 

 

 

For the purpose of our examination, we have relied on:

a)

b)

Auditors’ reports issued by us dated July 26, 2021, July 26, 2021 and May 08, 2021 and May 18, 2020
on the consolidated financial statements of the Group as at and for the three month periods ended
June 30, 2021 and 2020 and as at and for the years ended March 31, 2021 and 2020 as referred in
paragraph 4a and paragraph 4b above;

As indicated in our reports referred above, we did not audit the financial statements of the subsidiaries
for each of the three-month periods ended June 30, 2021 and 2020 and for each of the years ended
March 31, 2021 and 2020, as referred to in paragraph 4(d) above, whose financial statements reflect
total assets, total Income and net cash inflows/(outflows) included in the Restated Ind AS Consolidated
Summary Statements as tabulated below:

 

Particulars As at and for As at and for As at and for As at and for
the three- the three- the year ended | the year ended

month period month period March 31, 2021 | March 31, 2020

ended June 30, | ended June 30, (Rs. in million) (Rs. in million)

 

 

 

2021 (Rs. in 2020 (Rs. in
million) million)
Total Assets 622.58 496.66 589.94 476.80
Total Income 110.85 65.34 388.97 297.54
Net cash (12.49) (9.49) 91.78 18.78

 

 

 

 

 

 

inflows/(outflows)

 

Those financial statements, other financial information have been audited by other auditors and whose
reports have been furnished to us by the Management. Our opinion on the Audited Consolidated
Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these
Subsidiaries, is based solely on the report(s) of such other auditors. All of these subsidiaries are located
outside India whose financial results and other financial information have been prepared in accordance
with accounting principles generally accepted in their respective countries and which have been
audited by other auditors under generally accepted auditing standards applicable in their respective
countries. The Company’s management has converted the financial results of such subsidiaries located
outside India from accounting principles generally accepted in their respective countries to accounting
principles generally accepted in India. We have reviewed these conversion adjustments made by the
management. Our conclusion in so far as it relates to the balances and affairs of such subsidiaries
located outside India is based on the report of other auditors and the conversion adjustments prepared
by the management of the Company and reviewed by us. Our opinion on the consolidated Ind AS
financial statements is not modified in respect of this matter;

Auditors’ Report issued by the Previous Auditors dated April 26, 2019 on the consolidated financial
statements of the Group as at and for the year ended March 31, 2019, as referred in Paragraph 4c
above;

The audit for the financial year ended March 31, 2019 was conducted by the Company’s previous
auditors, Deloitte, Haskins & Sells LLP (the “Previous Auditors”), and accordingly reliance has been
placed on the examination report dated August 17, 2021 on restated consolidated statement of assets
and liabilities and the restated consolidated statements of profit and loss (including other
comprehensive income), restated consolidated statements of changes in equity and restated
consolidated cash flow statements, the Summary Statement of Significant Accounting Policies, and
other explanatory information and (the “2019 Restated Ind AS Consolidated Summary Statements”)
examined by them for the said years. Our examination report included for the said years is based solely

216
S.R. BATLIBOI & Co. LLP

Chartered Accountants

on the report submitted by the Previous Auditors. The Previous auditors have also confirmed that the
2019 Restated Ind AS Consolidated Summary Statements:

a) have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial year ended March
31, 2019 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the three-month period ended June 30, 2021;

b) Do not require any adjustment or modification as there is no modification in the underlying audit
report; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

e) Based on examination report dated August 17, 2021 provided by the Previous Auditors, the audit
reports on the consolidated financial statements issued by the Previous Auditors included following
other matters:

a) We did not audit the financial statements of the subsidiaries whose share of total assets, total
revenues, net cash inflows / (outflows) included in the Consolidated Financial Statements, for the
relevant years is tabulated below, which have been audited by other auditors, and whose reports
have been furnished to us by the Company’s management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in respect of
these components, is based solely on the reports of the other auditors:

 

 

 

 

 

 

 

Particulars As at / for the year ended
March 31, 2019 (Rs. in
million)

Total Assets 416.99

Total revenues 329.33

Net cash inflows/(outflows) 2.92

 

Our opinion on the consolidated Ind AS financial statements is not modified in respect of this matter.

6. Based on our examination and according to the information and explanations given to us and also as per the
reliance placed on the examination report submitted by the Previous Auditors for the respective years, we
report that the Restated Ind AS Consolidated Summary Statements:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping/reclassifications retrospectively in the respective financial years to reflect the
same accounting treatment as per the accounting policies and grouping/classifications followed as at
and for the three- month period ended June 30, 2021;

b) Restated Ind AS Consolidated Summary Statements do not contain any qualification requiring
adjustments; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

7. We have not audited or reviewed any financial statements of the Group as of any date or for any period
subsequent to June 30, 2021. Accordingly, we express no opinion on the financial position, profit and loss or
cash flow of the Company as of any date or for any period subsequent to June 30, 2021.

8. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports
issued by us or the Previous Auditors, nor should this report be construed as a new opinion on any of the

financial statements referred to herein.

9. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.

217
S.R. BATLIBOI & Co. LLP

Chartered Accountants

10. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed
with the Registrar of Companies, Maharashtra at Mumbai, where applicable, Securities and Exchange Board
of India, BSE Limited and National Stock Exchange of India Limited in connection with the proposed IPO of the
Company. Our report should not be used, referred to, or distributed for any other purpose.

For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Rutushtra Patell

Partner

Membership Number: 123596
UDIN: 21123596AAAAKQ2350

Place: Mumbai
Date: August 17, 2021

218
 

‘Aditya Birla Sun Life AMC Limited

 

 

 

 

 

   
  
 
   

Annexure - I: Restated Consolidated Ind AS Summary Statement of Assets and Liabilities
Annexure Vt (€in milion)
Note As at
‘Sune 30,2021 —June30, 2020 — Marchi, 2021 March 31,2020 Warch 31, 2018,
| assets OT
(2) Financial assets
(@) Cash and cash equivalents 3 520.3 437.91 565.31 466.05 0224
() Bank balances other than (a) above 4 aan 2094 307 2.89 27a
(6) Receivables
() Trade receivables 5 256.89 2az.ar 09.54 404.64 286.77
(@ Loans 6 o27 08s oaz 1.25 69
(©) Investments 7 18,520.68, 14,097.15, 17,262.54 12,633.58 11,200.66,
(9 Other financial assets 8 204.55,
Total Financial Assets 32,307.64
(2) Non-Financial Assets
(@) Current tax assets (net) ean 246.32 168.03 27428 159.65
(©) Propemy, plant and equipments 9 105.26 180.49 122.45 100.64 205.24
(6) Right of use assets 38 aonan 650.01 51559 547.03 645.79
(@) Capital workin-progress 1 179 0.40 07a 155 1183
(6) imangble assets under development 101 774 10.82 10.09 228 a
( Other intangible assets 10 124.35 wero 132.79 azaza 95.23
(@) Other non-financial assets a 148.11
Total Non-Financial Assets 2,676.96
Total Assets 14,984.60
4 LIABILMES AND EoUTY
ABIES
(2) Financial Liabilities
(@) Payables
(Trade payables 2
(total outstanding dues of micro enterprises and smal enterprises : 06 -
(i total outstanding dues of eredtors other than micro erserpeises and small enterprises 517.40 a7381 araoa 755.22
(0) Lease liabilties 38 739.02 593.14 620.84 nasa
(6) Other financial abities a 544.06 466.11 469.28 525.96
Total Financial Liabilities 84.26 0987
(@) Non Financial Liabilities
(@) Current tax abies (net) oar
(©) Provisions, ry 503.46
(6) Deterred tax tales (net) 8 70.06
(@) Other non-financial tablties 16 195.19
Total Non-Financial Liabilities
(@) Equity
(@) Equiy Share Capital a 1,440.00 1180.00 1180.00 180.00 1180.00
(©) Other Equity a8 16,581.57 12,988.73 12,025.65
Total Equity 18,021.57 13,168.73 —~42,205.65

Total Liabilties and Equity 20,888: 15,719.58

   

 

 

Contingent Liablites & Commitments a

‘The above Annexure should be read in conjunction with the Basis of preparation and Significant Accounting Polcles appearing in Annexure V, Notes to the Restated Consolidated Financial Information
appearing in Annexure VI and Statement on Adjustments to Audited Consolidated Financial Statements appearing in Annexure Vl

‘AS per our report of even date attached For and on behalf ofthe Board of Directors of
For S.R. Batllbol & Co, LLP Aditya Birla Sun Life AMC Limited
CChartored Accountants

(Fim Reg, No. 301003E/E300005)

Rutushira Patol Alay Srinivasan Sandeep Asthana A. Balasubramanian
Parner Director Decor Managing Duec an CEO
(Wembership No. 123596) bv: coxziis iN: coaonas ov: 02028192

Parag Joglekar Hemant Wadhwa

Chet Financial Officer Company Secretary

FCS No. 6477

Place: Munbal Place: Mumbai
Date: August 17, 2021 Date: August 17, 2022

219
 

 

(ed

 

‘Aditya Birla Sun Life AMG Li

Annexure - Il: Restated Consolidated Ind AS Summary Statement of Profit and Loss

 

Particulars

Revenue from operations
Fees and commission income

"Net gain on far value changes
Total revenue from operations

other income
Total Income (A)

Expenses

Fees and commission expense
Finance cost

Employee benefit expense
Depreciation and amortisation expense
Otter expense

Total Expenses (8)

Profit betore tax (C=

 

Income tax expense
Curent tax

Delered tax

‘Adjustments in tespect of curent income tax of previous years
Income tax expense (0)

 

Profit for the period | year (E=C-D)
Other comprehensive income

‘lems tht wl be reclassified to prot of loss

1 Exchange diference on translation of foreign operations

2 tems tha wil not be reclassified to profit ols

1) Re-measurement gains/(osses) on defined bereft plans
i Income tax relating tothe tems that wil not be recassied to the Prot and Loss

‘other comprehensive income forthe period / year (F)

 

Total comprehensive income for the period! year (G = E+F)

Profit for the period ! year
‘Attibutabie to

(Owners ofthe Company
Non-controling interests

Other comprehensive income for the period! year
Attibutabie to

(Overs ofthe Company
Non-controling interests

‘Total comprehensive income forthe petiod / year
Attibutable to

(Owners ofthe Company
Non-controling interests

Earnings per share of Rs. Seach (Not Annualised)
— basic profit forthe period! year allbutabe fo ordinary equity shareholders ofthe Company
~ cute profit for the period / year attributable to ordinary equty shareholders of the Company

‘Annexure VL
Note

19
20

a

22
2
2a
25

26

a

3

3

3:

EE

021.69
300.73,
242

2003
362.05

61.65
13.49
wear?
29.66
448.99,
203.56

 

E

4

i

4

a

547.28
(27.93)

Baas

aaa

176

aan
aay

san.4ag

aaa

564.50

SSD

5.28
5.26

 

2,187.24
378.04

= 256618-

41.29
2607.47

160,90
35.01
01.20
95.16
424.03

—5206-30-

an

200.62
38.04

 

Rie

 

4.98

3251

@5)

ora.

 

aS

87.85

wars

2.38
2.38

Tires a

10.679.07
aza.21

910.28

 

4813
72,058.41

47087
55.57
2,406.99
‘74.42
701,98
5,080.53

 

11,705.55
(82)
(0.65)

686.08

 

5,262.80

526280

14.64

527744

Ba7iaa

sez
3827

 

March 31, 2020 —

11,596.70
T4165,
17,338.35

9x3
12,347.68

75053
5442
2.42020
‘365.22
2,150.08
574039)

SOT

1,003.28
66.7
(673)

66327

FBaaOE

20.98

(0.21)
7.60

2)

Ewa

4.94.02

aoanoz

(265)

E85)

4,942.36

51236

war
war

(€in mition)

Tierra Ie

aa207.74
792.93
060-67

 

ane
Ta072.50

1435.01
57.33
2,775.01
‘324.03
3,023.45
75188

Sara
2244.44

(26127)
651
989.68

TaT 5

14.66

(350)
192

 

EaTSOT

 

4467.99

aa67.95

aa79.07

aa7a07

151
3551

‘The above Annexure should be rea in conjunction with the Basis of preparation and Signficare Accourting Pocies appearing in Arnexure V, Notes tothe Restated Consolidated Financial formation appearing in Annee VI and

‘Statement on Adjustments to Audited Consoldated Financial Statements appearing in Armee VI

‘AS per our report of even date attached
For S.R. Batibo! & Co. LLP
Chartered Accountants

(Fam Reg, No, 3010036 /€300005)

Rutushira Patel
Panner
(embership No. 323596)

Place: Mumbai
Dae: August 17,2021

220

For and on behalf ofthe Board of Dwectors of

‘Aditya Birla Sun Lite AMC Limited

Alay Srinivasan
Director
in: 00322181

Parag Joglekar
Cie! Financial Officer

lace: Mumbai
Dae: August 17,2021

Sandeep Asthana
Director
bite oo4oxese

Hemant Wadhwa

‘Company Secretary
FCS No, 647

‘A. Balasubramanian
Managing Director and CEC
in: 02026193
 

‘Aditya Birla Sun Life AMC Limited

Annexure - Ill: Restated Consolidated Ind AS Summary Statement of Cash Flows

Particulars

Cash Flow from Operating activities
Profit Before Tax

‘Adjustments for:
Depreciation and Amortsation

Finance cost

Profit on Sale of Investments

Exchange differences on translating the financial statements ofa foreign operation
Loss or (Prof) on Sale of Property, Plant and Equipment
Fale vakation of investments

‘Actuarial Expense on Share based payments
Share-based payments by the Company

Imerest on Tax Refund

Imerest on Fixed Deposits and investments

Rent concession

‘Operating Profit before working capital changes
Change in Receivables

Change in Loans

Change in Other Financial Assets

‘Change in Other Non-Financial Assets

Change in Payables

Change in Financial Liabilties

Change in Non-Financial Liabities

‘Cash generated from Operations

Income Tax paid (net)

Net cash generated from Operating activities

Cash Flow from investing activities
Purchase of Property, Plant and Equipment and Intangible Assets

Sale proceeds from Property, Plant and Equipment and intangible Assets
Interest on Fixed Deposits and investments

Purchase of investments

Sale of vestments

Net cash generated/(used) in investing activities

Cash Flow from Financing activities
Final / Interim Dividend Paid during the period / year (including tax thereon)
Lease Liabiity- Interest portion (refer note 38)

Lease Liabiity - Principal portion (refer note 38)

Net cash used in financing activities

Not Increase/(Decrease) in Cash and Cash Equivalents
‘Cash and Cash Equivalents at beginning ofthe period / year
‘Cash and Cash Equivalents at end of the period / year

tor the period ended

 

(in milion)

{or the year ended

Waren 3i, 2021 — March 31, 2020

Maren Si, 201

29.66
1349
(24.23)
a2
1.05,
(276.50)

16.54
(81)
(21)
1,960.30
52.65
0.05,
6452
(7251)
arar
(431)
9.41
2,087.58
(222.87)

95.16
15.01
(22.86)

4.98

(286.08)

(19.20)
(29.48)
998.67
162.17
0.40
(20.98)
20.73
43.36
7468
25.75,
1,382.78
(264.81)

324.03
87.23
279.38)
14.88
049
1355)
(43.10)
(oar)
(20.52)
6,007.08,
190.16
(0.69)
(208.63)
404.86
(692.08)
(63.70)
(248.15)
5,435.88,
(2,282.48)

(24.90)
0.80
27.93
(6,046.88)

(27.59)

2.60

(@,790.28)
2,722.24

(208.23)
275
518
(28,883.57)
19,673.05

(708.60)
(23.49)

7,108.03)

(45.02)

6,958.88 6,607.29
374.42 365.22
55.57 54.41
(299.23) (as3.s7)

1.96 20.85
070 0.42
(e31.98) (678.08)
(106.24) (723)
(28.29)
6,018.69 6299.31
95.10 (aren,
093 (056)
(62.72) 149.54
37249 609.24
(200.17) 81.18)
28) (66.58)
31120 11.24
6,632.19 6,673.74
(2,809.68) (2,703.64)
512251 4,970.10
(1s. (484.07)
867 219
88.77 1155

(20,396.97) (20,536.62)

17.019.72, 10,028.14

398.23) (660.83)

(2,400.04) (978.32)
(65.57) 4ay)

(459.41) (492.75)

 

(608.74)
(67.33)
(272.58)

 

 

y

Rules, 2015,

Statement of cash flows have been prepared under the indirect method as set out inthe ind AS 7 “Statement of Cash Flows" as specified in the Companies (Indian Accounting Standard)

2) Purchase of Property, Plant and Equipment represents adtion to property, plant and equipment, and other intangible assets adjusted for movement of capital work in progress for
property, plant and equipment, and other intangible assets under development during the period J year.

2) Cash and cash equivalents include inthe Statement of cash flows comprise te folowing

‘Cash and cash equivalents disclosed under Financial Assets:

520.18

aa79a

565.31 486.05,

02.24

The above Annexure should be read in conjunction with the Basis of preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Restated Consolidated
Financial Information appearing in Annexure VI and Statement on Adjustments to Audited Consolidated Financial Statements appearing in Annexure VIL

‘As per our report of even date attached
For SR. Batlibol & Co. LLP
‘Chartered Accountants

(Fim Reg, No. 3010038/£300008)

‘Rutushtra Patell,
Partner

(Membership No. 123596)

Place: Mumbal
Date: August 17, 2021

221

For and on behalf of the Board of Directors of

‘Aditya Bitla Sun Life AMC Limited

‘Alay Srinivasan Sandeep Asthana,
Director rector

DIN: co121181 IN: OoaOL858

Parag Joglekar
Ciel Financial Oticer

Place: Mumbai
Date: August 17, 2021

‘A. Balasubramanian

Managing Director
‘and CEO

in: o2za93

Hemanti Wadhwa
Company Secretary
FCS No. 647
 

‘Aaitya Birla Sun Life AMG Limited

Annexure IV : Restated Consolidated ind AS Summary Statement of Changes in Equity

 

(A) EQUITY SHARE CAPITAL,
Equity shares lsued,subserbed and uly pd

‘As Apia, 2016 (Face Value Rs.10)

[As March 3, 2019 (Face Value Rs.10)

‘As April, 2019 (Face Value Rs.10)
lesue of Shares

‘As March 31,2020 (Face Value Rs.10)

‘as Api, 2020 (Face Value Rs.10)
{As June 30,2020 (Face Value Rs.10)

‘As April, 2020 (Face Value Rs.10)
‘AsMarch 31,2021 (Face Value Rs.10)

‘As Apia, 2021 (Face Value R.10)
Split af shares ta Face Value of Re 5 eac\Retes note 37)
Issue of bonus equly shares of RS. Seach (Refer note 17)
[As June 30,2021 (Face Value Rs)

(@) oTHER EqurTy

(lamin)
eos arom
ssa as
see aso
xsi as
xen a
zaa.o00 999 “a0 00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

“Ributabie to equly holders of he Compan (ia mitiony
Reserve and Supls

particulars Retained | General share Een cts nac| Total Eauly

Eamings | Reserve | premum | OAS
[patance as aT APT, ZOE aa war] mae a7 Tae
rotor year 4879 - 46799
owner comprenensive come fer the year 059 Z 1406 31.08
Hota Comprehensive came rh year ESI wear | aa waz Taree
zr Ovidend paid Equity sharehoters (2000.00) - (00000)
Jbwcend Dison Tax (605.74 (605.78)
share nased payments 143.0) - @a10]
Balance as at March 31,2019 87033 waar | aaa aa e255
nd AS 116 varsitonedjusiment (fer Amer V9 (038) (099)
[Balance as at Apa, 2019 ames? war] mae aa Tees
rot torn year pen 2 oeaa2
ower Congrennsive Income tthe yar ‘@asn) 2 2095 0.59
Hota Conprebesive come fre year TET 78 wear | aa aie TES
zen vided pitt Equity sharehotes (0,200.00) (620000)
lbwdend ston Tax (7a) (era)
Balance as at March 3, 2020 asia ar wae ae was873
rotor ne pas srs 2 rast
eter Congreensive income fr he pid 936 3 496 1st
otal Conprebensive come fore period Tas war | tae wee ayes
alan asa tne 90, 2000 EET war | asa mie Bas

‘Ribwtabie to equly holders of he Compan Total Eauy
Reserve and Supls

Parcuars Share Spon | For caneney

Reained | Generas | snare | Soe Opton| Faience

Eamings | Resere | premum | Custanding
[tance asa March 32020 Teas wear | aaa a TEaBRTS
rote orn year 5262.80 - 526280
eter Congrenensive Income txt yar 1268 5 196 14st
Hota Comprehensive oame forthe year Tear ae waar | teat wis ieaeea7
nize Ovid pi to Equity sharehoters 1409.9) - 200.00]
[Balance as af March 31,2021 1658790 wear | ae wi 1680653
Pott forte pod Tsteae : Tsioat
ner Comprenensive come fer the period 330, Z 1176 3505,
rota Conprenensive come fore period waaose od 340 Tea
sein ise ot anus eau shares (Rete note 17) 25350) : saa} 280.00
sareshaced payment by the Company (eter nate 23) nest hnest
Fn Dien ato Equity sharhalers 70580) 705.0)
Balance as af une 30,2021 Tes0Las waar Ese oo TESELS7

 

 

 

 

 

 

 

‘The shove Anneare shoud be ead in conuncon wth the Basso preparation and Significant Accounting Poles appearing in Annexure V, Statement on Adjustment to

‘sted Consohdated Financ Statements appearing n Annes Vi

‘As per our atached pon of even date
For SR, Batlve! & C0. LLP
(Charred Accountants

(Fam Reg, No 3010036300005)

Rutushtra Patel

(Membership No. 123598)

Place: Marta
Date: August 17,2021,

For and on behalf fhe Board of ects of
‘Aditya Bila Sun Lite ANC Limited

Alay Srinivasan Sandeep Asthana,

Parag Joglekar Hemant Wadhwa
Chet Financial Otter Company Secretary

Place: Munbal
Date: August 17,2023,

222
 

 

Aditya Birla Sun Life AMC ied

Annexure V: Significant Accounting Policies of the Restated Consolidated Ind AS Summary Financial Information

 

Note: 1
CORPORATE INFORMATION

The Restated Consolidated Ind AS Summary Financial Information comprise financial statements of Aditya Birla Sun Life AMC Limited (the "Company") and its wholly
owned subsidiaries (herein after referred to as "Group Companies" and together as " Group"). The Company is a public company domiciled in India and its registered
office is situated at One World Centre, Tower 1, 17" Floor, Jupiter Mills, Senapati Bapat Marg, Elphinstone Road, Mumbai — 400013. The Company was incorporated
under the provisions of the Companies Act on September 5, 1994. The Company is a joint venture between the Aditya Birla Group and Sun Life Group. The share capital
of the Company is owned by Aditya Birla Capital Limited (Subsidiary of Grasim Industries Limited) - and Sun Life (India) AMC Investments Inc., (wholly owned subsidiary
of Sun Life Financial, Inc.)

The Company is registered with Securities and Exchange Board of India (SEB!) under the SEBI (Mutual Funds) Regulations, 1996 and the principal activity is to act as
an investment manager to Aditya Birla Sun Life Mutual Fund. The Company manages the investment portfolios of Aditya Birla Sun Life Mutual Fund and Aditya Birla
Real Estate Fund. The Company is also registered under the SEBI (Portfolio Managers) Regulations, 1993 and provides Portfolio Management Services ("PMS") and
investment advisory services to offshore funds and high net worth investors. Aditya Birla Sun Life AMC Limited has set-up two Alternate Investment Fund (“AIF”) one
under Category Ill & other under Category Il with Securities Exchange Board of India (SEB!) under the SEBI AIF Regulations, 2012. Aditya Birla Sun Life AMC Limited
has been appointed as an Investment Manager of the said AIF by the Trustee to the Fund.

The Restated Consolidated Ind AS Summary Financial Information were approved in accordance with a resolution of the Board of Directors on August 17, 2021
Note: 2

SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation of Restated Consolidated Ind AS Summary Financial Information

The Restated Consolidated Ind AS Summary Financial Information relates to the Group and has been specifically prepared in connection with the proposed Initial Public
Offering of equity shares. The Restated Consolidated Ind AS Summary Financial Information comprise of the Restated Consolidated Summary Statement of Assets and
abilities as at June 30, 2021, June 30, 2020, March 31, 2021, March 31, 2020 and March 31, 2019, the Restated Consolidated Summary Statement of Profit & Loss
(including Other Comprehensive Income), the Restated Consolidated Summary Statement of Cash Flows and the Restated Consolidated Summary Statement of
Changes in Equity for period ended June 30, 2021 and June 30, 2020, and year ended March 31, 2021, March 31, 2020 and March 31, 2019 and significant accounting
Policies and other explanatory information to the Restated Consolidated Ind AS Summary Financial Information.

These Restated Consolidated Ind AS Summary Financial Information have been prepared by the management of the Company for the purpose of preparation of the
Restated Consolidated Statement of Assets and Liabilities as at June 30, 2021, June 30, 2020, March 31, 2021, March 31, 2020, March 31, 2019, the Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Cash Flows and the Restated Consolidated
Statement of Changes in Equity for the period ended June 30, 2021 and June 30, 2020, and year ended March 31, 2021, March 31, 2020 and March 31, 2019 and the
‘Summary of Significant Accounting Policies and other explanatory notes to Restated Consolidated Ind AS Summary Financial Information (collectively, the ‘Restated
Consolidated Financial Information’), prepared by the management of the Company for the purpose of inclusion in the addendum to draft red herring prospectus
(‘Addendum”), Red Herring Prospectus (“RHP”) and Prospectus (collectively, the "Offer Documents") prepared by the Company in connection with its proposed Initial
Public Offer ("IPO") in terms of the requirements of :

a) Section 26 of Part | of Chapter Ill of the Companies Act 2013 (the “Act")
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2018 (as amended) ("ICDR Regulations”)
©) Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI ("Guidance Note”)

The Restated Consolidated Ind AS Consolidated Summary Financial Information has been compiled from:

a) audited interim consolidated financial statements of the Group as at and for the periods ended June 30, 2021 and June 30, 2020, which were prepared in accordance
with Indian Accounting Standard 34 "Interim Financial Reporting’, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards)
Rules 2015, as amended, and other accounting principles generally accepted in India (referred to as “Ind AS"), which have been approved by the Board of Directors
at their meeting held on July 26, 2021 and July 26, 2021 respectively: and

b) audited consolidated financial statements of the Group as at and for the years ended March 31, 2021, March 31, 2020 and March 31, 2019 which were prepared in
accordance with the Indian Accounting Standards as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended, and other accounting principles generally accepted in India (referred to as “Ind AS"), which have been approved by the Board of Directors at their meetings
held on May 8, 2021, May 18, 2020 and April 26, 2019 respectively.

The Restated Consolidated Financial Information have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured
at fair value or revalued amount:

- Certain financial instruments, measured at fair value

- Gratuity plan assets, measured at fair value

The Restated Consolidated Financial Information are presented

 

Indian rupees and all values are rounded to the nearest million, except when otherwise indicated.

Note to the financial statements

Post outbreak of COVID-19, virus continues to spread across the globe including India, resulting in significant volatility in financial markets and a significant decrease in
global and India’s economic activities. On 11th March 2020, this outbreak was declared a global pandemic by the World Health Organisation and consequent lockdowns.
were imposed across which had impact economic activity and markets.

In preparing the accompanying financial statements, the Group's management has assessed the impact of the pandemic on its operations and its assets including the
value of its investments, asset management rights and trade receivables as at June 30, 2021. Further, there has been no material change in the controls or processes
followed in the preparation of the financial statements

‘The management does not, at this juncture, believe that the impact of COVID-19 pandemic on the value of the Group's assets is likely to be material. The extent to which
the COVID-19 pandemic will impact the Group's results will depend on ongoing as well as future developments, which at this juncture are uncertain. Since the revenue
of the Group is ultimately dependent on the value of the assets it manages, changes in market conditions and the trend of flows into mutual funds may have an impact
on the future operations of the Group. As the situation is evolving, its effect on the operations of the Group may be different from that estimated as at the date of approval
of these financial statements.

 

Presentation of Statements

   

The Group presents its balance sheet in order of liquidity. Financial assets and financial liabilities are generally reported gross in the balance sheet. They are only offset
and reported net when, in addition to having an unconditional legally enforceable right to offset the recognised amounts without being contingent on a future event, the
parties also intend to settle on a net basis in all of the following circumstances:

- The normal course of business

- The event of default 223
 

 

Aditya Birla Sun Life AMC ied

Annexure V: Significant Accounting Policies of the Restated Consolidated Ind AS Summary Financial Information

 

- The event of insolvency or bankruptcy of the Group and/or its counterparties

An analysis regarding recovery or settlement within 12 months after the reporting date (current) and more than 12 months after the reporting date (non-current) is
presented in Note 39.

 

 

The preparation of the Restated Consolidated Financial Information in conformity with the Indian Accounting Standards (Ind AS) requires management to make estimates,
and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of financial statements and the
reported amount of revenue and expenses during the reporting period. The estimates and assumptions used in the accompanying financial statements are based upon
management's evaluation of the relevant facts and circumstances as of the date of financial statements. Actual results may differ from those estimates and assumptions
used in preparing the accompanying financial statements. Any revision to the accounting estimates will be recognised prospectively in the current and future periods.

Significant estimates and judgements used for: -
- Estimates of useful lives and residual value of property, plant and equipment, and other intangible assets (Refer Note 9 and 10)
- Measurement of defined benefit obligations, actuarial assumptions (Refer Note 29)
- Recognition of deferred tax assets/liabilities (Refer Note 15)
- Recognition and measurement of provisions and contingencies (Refer Note 14 and Note 27)
- Financial instruments — Fair values, risk management and impairment of financial assets (Refer Note 7, Note 36 and Note 37)
- Determination of lease term (Refer Note 38)
- Discount rate for lease liability (Refer Note 38)
- Estimates of Share based Payments (Refer Note 23, Note 29 and Note 41)

 

Functional and Presentation currency

The Restated Consolidated Financial Information of the Group are presented in Indian rupees, the national currency of India, which is the functional currency of the
Company. For each entity, the Group determines the functional currency and items included in the Restated Consolidated Financial Information of each entity are
measured using the functional currency.

Principles of Consolidation

The Restated Consolidated Financial Information comprise the Financial Information of the Company and its subsidiaries. For Consolidation purpose, an entity which is,
controlled by our Company is treated as a subsidiary. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

- Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

- Exposure, or rights, to variable returns from its involvement with the investee, and

- The ability to use its power over the investee to affect its returns.

The Group also considers all relevant facts and circumstances in assessing whether it has power over an ii

  

estee, including:

- The contractual arrangement with the other vote holders of the investee

~ Rights arising from other contractual arrangements

- The Group's voting rights and potential voting rights

- The size of the Group's holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the period / year are included in the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.

The Restated Consolidated Financial Information have been prepared using uniform accounting policies for like transactions and other events in similar circumstances.
The accounting policies of the subsidiaries have been harmonised to ensure the consistencies with the policies that have been adopted by the Company. The Financial
Information of the Company and its subsidiaries combined have been consolidated on a line-by-line basis by adding together the values of like items of assets, liabilities,
income and expenses, after eliminating intra-Group balances and transactions and offsetting the carrying amount of the Company's investment in each subsidiary and
the Company's portion of equity in each subsidiary as per Ind AS 110 "Consolidated Financial Statements"

 

The Financial Information of the wholly owned Subsidiaries used in the consolidation are drawn up to the same reporting date as of the Company ie., periods ended
June 30 and years ended March 31. When the end of the reporting period of the Company is different from that of a subsidiary, the subsidiary prepares, for consolidation
purposes, additional financial information as of the same date as the financial statements of the parent to enable the Company to consolidate the financial information of
the subsidiary

List of Subsidiary companies included in consolidation are as below:

 

Name ‘of | Countryof | Proportion of | Proportion of | Proportion of | Proportion of | Proportion of Principal Activities
Subsidiaries | Incorporation | ownership ownership | ownership ownership ownership
Interest as at | Interest as at | Interest as at | Interestas at | Interest as at
June 30, | June 30,2020 | March 31, March 31, March 34,
2021 2021 2020 2019
Aditya Birla Sun | Mauritius 100% 700% 100% 100% 100% To act as Investment Manager to
Life AMC India Advantage Fund Limited.
(Mauritius)
Limited
Aditya Birla Sun | Singapore 700% 700% 100% 700% 700% To act as a Fund Manager and
Life Asset Investment advisory.
Management
Company Pte.
Limited,
Singapore
Aditya Birla Sun | Dubai 100% 700% 100% 700% 700% ‘Arranging deals in investment
Life Asset and advisory on financial
Management products.
Company
Limited, DIFC,
Dubai
‘The Company acts as the fund manager for Aditya Birla Sun Life Mutual Fund and therefore has a significant involvement with the funds. However, fund managers are
subject to substantial investment restrictions and guidelines. In all cases, the Company could be removed without cause, by the majority of the unit holders. The Company
does not have significant investments in the units of mutual funds. Therefore, the funds managed by the Company are not consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

India Advantage Fund Limited (IAFL) is a collective investment scheme set up as a fund in Mauritius with the status of a limited company under the Mauritius Companies
Act. In terms of constitution and private placement memorandum, IAFL has classg5,of redeemable participating shares. Each class of participating shares has its own

 
 

 

 

 

 

Aditya Birla Sun Life AMC ied

Annexure V: Significant Accounting Policies of the Restated Consolidated Ind AS Summary Financial Information

 

Balance Sheet and Profit and Loss account. The Profit / Loss of each such class belongs to the participating shareholders of that class. Aditya Birla Sun Life Asset
Management Company Limited (ABSLAMC) owns 100% of the management share and management shareholder is not entitled to any beneficial interest in the profit /
loss of various classes nor is required to make good any shortfall. In substance there are no direct or indirect economic benefits received by the management
shareholders. The substance over form must prevail. Accordingly, the Group has not consolidated IAFL in the Consolidated Financial Statements.

Aditya Birla Sun Life AMC Pte. Limited, Singapore has made investment in International Opportunities Fund, Global Clean Energy Fund SPC & New Horizon Fund SPC.
However, Global Clean Energy Fund SPC has been wound up as on March 31, 2020. All these funds are segregated portfolio company set up as a fund in Cayman
Islands under the Cayman Islands Monetary Act. In terms of constitution and private placement memorandum, all these funds has various segregated portfolio which
issue redeemable participating shares. Each Segregated Portfolio of participating shares has its own Balance Sheet and Profit and Loss account. The Profit / Loss of
each such Portfolio belongs to the participating shareholders of that segregated portfolio. Aditya Birla Sun Life Asset Management Company Pte. Limited (ABSLAMC)
owns 100% of the management share and management shareholder is not entitled to any beneficial interest in the profit / loss of various segregated portfolios nor is
required to make good any shortfall. In substance there are no direct or indirect economic benefits received by the management shareholders. The substance over form
must prevail. Accordingly, the Group has not consolidated these funds in the Consolidated Financial Statements.

Cash and Cash Equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and cash in hand and short-term investments with an original maturity of three months or less.
which are subject to an insignificant risk of changes in value. For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash
and short-term deposits, as defined above, as they are considered an integral part of the Group's cash management.

Property, Plant and Equipment

Property, Plant and equipment are stated at their cost of acquisition less accumulated depreciation, and accumulated impairment losses. The cost of acquisition is
inclusive of taxes (except those which are refundable), duties, freight and other incidental expenses related to acquisition and installation of the assets. As at April 1,
2017, ie., its date of transition to Ind AS, the Group has used Indian GAAP carrying value as deemed cost. All other repair and maintenance costs are recognised in
profit or loss as incurred.

 

‘Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-current
assets,

{An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount
of the asset) is included in the statement of profit or loss when the asset is derecognised.

Capital Work in Progress

Projects under which property plant and equipment are not ready for their intended use are carried at cost less accumulated impairment losses, comprising direct cost,
inclusive of taxes, duties, freight, and other incidental expenses.

 

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at
the date of acquisition. Following initial recognition, intangible assets are carried at costless any accumulated amortisation and accumulated impairment losses. Internally
generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the
expenditure is incurred. As at April 1, 2017, ie., its date of transition to Ind AS, the Group has used Indian GAAP carrying value as deemed cost. An intangible asset is,
derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss
arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement
of profit and loss when the asset is derecognised.

Intangible assets under development

The intangible assets under development includes cost of intangible assets that are not ready for their intended use less accumulated impairment losses.

 

Depreciation on Property, Plant and Equipment

Depreciation on property, plant and equipment is provided on a straightine basis at the rates and useful life as prescribed in Schedule Il of the Companies Act, 2013 or
as determined by the management based on technical advice, except assets individually costing less than INR 5,000 which are fully depreciated in the year of purchase
/ acquisition. Depreciation commences when assets are ready for its intended use.

  

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period
and adjusted prospectively, if appropriate. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if
appropriate.

Following is the summary of useful life of the assets as per management estimates and as required by the Companies Act, 2013,

 

 

 

 

 

 

 

 

 

 

No__| Particulars Useful life (in Years)
‘A__| Depreciation on property, plant and equipment Estimated Useful Life | Useful Life as Prescribed by Schedule
lof the Companies Act,2013
7_| Computers
= Servers and networks™ 3 Years 6 Years
= Other 3 Years 3 Years
2 | Office Equipment 5 Years 5 Years
'3__| Vehicles — Motor Car/Two Wheelers" 5 Years 8 Years
4_| Furniture and Fixtures™ 5 Years 10 Years
5 | Mobile Phone (Included in office equipment) 2 Years Not specified
6 | Leasehold Improvements ‘Over the primary Not specified

period of the lease
term or 3 years,
whichever is less

 

 

B__| Amortisation of Intangible assets
1__| Investment Management Rights 10 Years Not specified
2__| Software 3 Years Not specified

 

 

 

 

 

 

 

 

* Based on technical advice, Management believes that the useful life of assets reflect the periods over which they are expected to be used.
Depreciation on assets sold during the period / year is recognized on a pro-rata sis in the Statement of Profit and Loss fromitil the date of acquisition/sale.
 

xiv.

 

 

Aditya Birla Sun Life AMC ied

Annexure V: Significant Accounting Policies of the Restated Consolidated Ind AS Summary Financial Information

 

Impairment of non-financial assets

The carrying amounts of non-financial assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An
asset is treated impaired when the carrying cost of an asset or cash-generating unit's (CGU) exceeds its recoverable value. The recoverable amount is determined for
an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. The recoverable amount
is the greater of the assets’ or CGU’s fair value less costs of disposal and its value in use. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an appropriate valuation model is used. After
impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. An impairment loss, if any, is charged to Statement of
Profit and Loss Account in the period / year in which an asset is identified as impaired. A previously recognised impairment loss is reversed only if there has been a
change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which
case, the reversal is treated as a revaluation increase.

 

Fair Value Measurement

‘The Group measures financial instruments at fair value at each balance sheet date.

 

Fair value is the price that would be received to selll an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

> In the principal market for the asset or liability, or
> In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market
Participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and
best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of
relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the fair value measurement as a whole:

+ Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
+ Level 2: inputs other than quoted prices included within Level 1 that are observable either directly (i.e., as prices) or indirectly (i.e., derived from prices),
+ Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and
the unobservable inputs have a significant effect on the instrument's valuation.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or
liability and the level of the fair value hierarchy as explained above.

Financial Instruments

 

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument to another entity.

Financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instruments.

All financial instruments are recognised initially at fair value, with the exception of trade receivables. Transaction costs that are attributable to the acquisition of the
financial asset (other than financial assets recorded at fair value through profit or loss) are included in the fair value of the financial assets. Trade receivables that do not
contain a significant financing component for which the Group has applied the practical expedient are measured at the transaction price determined under Ind AS 115.
Purchase or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades)
are recognised on trade date while, loans and borrowings are recognised net of directly attributable transactions costs.

For the purpose of subsequent measurement, financial instruments of the Group are classified in the following categories: financial assets comprising amortised cost,
debt instruments at fair value through other comprehensive income (FVTOCI), equity instruments at FVTOCI, financial assets at fair value through profit and loss account
(FVTPL) and financial liabilities at amortised cost or FVTPL. The classification of financial instruments depends on the contractual cash flow characteristics and the
objective of the business model for which it is held and whether the contractual terms of the financial assets give rise on specified dates to cash flows that are solely
payments of principal and interest ("SPPI") on the principal outstanding. Management determines the classification of its financial instruments at initial recognition.

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer
qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognised from the Group's Balance Sheet when the obligation
specified in the contract is discharged or cancelled or expires.

 

Classification of Financial assets:

a) Financial assets at amortised cost
A financial asset shall be measured at amortised cost if both of the following conditions are met:
- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding (SPP!)

The Group determines its business model at the level that best reflects how it manages groups of financial assets to achieve its business objective
The Group's business model is not assessed on an instrument-by-instrument basis, but at a higher level of aggregated portfolios and is based on observable factors
such as:

- Reports reviewed by the entity's key management personnel on the performance of financial assets

- The risks that affect the performance of the business model (and the financial assets held within that business model) and, in particular, the way those risks are
managed

- The compensation of the managing teams (for example, whether the compensation is based on the fair value of the assets managed or on the contractual cash
flows collected)

- The expected frequency, value and timing of trades

 

The business model assessment is based on reasonably expected scenarios without taking 'worst case" or ‘stress case’ scenarios into account. If cash flows after
initial recognition are realised in a way that is different from the Group's original expectations, the Group does not change the classification of the remaining financial
assets held in that business model but incorporates such information when assessing newly originated or newly purchased financial assets going forward.

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‘Asa second step of its classification process the Group assesses the contractual terms of financial assets to identify whether they meet the SPPI test.

Principal’ for the purpose of this test is defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset (for
example, if there are repayments of principal or amortisation of the premium/discount).

 

The most significant elements of interest within a lending arrangement are typically the consideration for the time value of money and credit risk. To make the SPPI
assessment, the Group applies judgement and considers relevant factors such as the currenoy in which the financial asset is denominated, and the period for which
the interest rate is set.

Financial assets are measured initially at fair value plus transaction costs and subsequently carried at amortised cost using the effective interest method, less any
impairment loss.

Financial assets at amortised cost are represented by investments in interest bearing debt instruments, trade receivables, security deposits, cash and cash
equivalents, employee and other advances and other financial assets.

b) Debt Instruments at FVTOCI

A debt instrument shall be measured at fair value through other comprehensive income if both of the following conditions are met:
- the objective of the business model is achieved by both collecting contractual cash flows and selling financial assets and

- the asset's contractual cash flows represent SPPI debt instruments included within FVTOCI category are measured initially as well as at each reporting period at
fair value plus transaction costs.

Fair value movements are recognised in other comprehensive income (OCI). However, the Group recognises interest income, impairment losses & reversals and
foreign exchange gain loss in Profit or Loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from equity to profit
and loss. Interest earned is recognised under the expected interest rate (EIR) model. Currently, the Group does not hold any interest-bearing debt instrument that
qualifies to be classified under this category.

¢) Equity instruments at FVTOCI
All equity instruments are measured at fair value. Equity instruments held for trading is classified as FVTPL, described below. For all other equity instruments, the
Group may make an irrevocable election to present subsequent changes in the fair value in OCI. The Group makes such election on an instrument-by-instrument
basis. If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividend are recognised in OCI
which are not subsequently recycled to Profit or Loss. Dividends are recognised in profit or loss as dividend income when the right of the payment has been
established, except when the Group benefits from such proceeds as a recovery of part of the cost of the instrument, in which case, such gains are recorded in
OCI. Currently, the Group has not classified any equity instrument at FVTOCI.

   

d) Financial assets at FVTPL
FVTPL is a residual category for financial assets. Any financial asset which does not meet the criteria for categorization as at amortised cost or as FVTOCI, is
classified as FVTPL. In addition, the Group may elect to designate the financial asset, which otherwise meets amortised cost or FVTOCI criteria, as FVTPL if doing
so eliminates or significantly reduces a measurement or recognition inconsistency. Financial assets at fair value through profit or loss are carried in the balance
sheet at fair value with net changes in fair value recognised in the statement of profit and loss. For all equity instruments at FVTPL, dividend is recognised in Profit
or Loss when the right of payment has been established.

Financial liabilities

a) Financial liabilities at amortised cost
Financial liabilities at amortised cost represented by trade and other payables are initially recognised at fair value and subsequently carried at amortised cost using
the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

 

b) Financial liabilities at FVTPL.
Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or
loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for
trading are recognised in the profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the
initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in
own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the Group may transfer the cumulative gain or loss
within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Group has not designated any financial liability
as at fair value through profit or loss.

 

Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet if there is a currently enforceable legal right to
offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

 

Revenue Recognition

Revenue (other than for those items to which Ind AS 109 Financial Instruments are applicable) is measured at fair value of the consideration received or receivable.
Revenue from contracts with customers is recognised when control of services are transferred to the customer at an amount that reflects the consideration to which the
Group expects to be entitled in exchange for those services.

‘The Group recognises revenue from contracts with customers based on a five-step model as set out in Ind AS 115:
Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets
out the criteria for every contract that must be met.

‘Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.
Step 3: Determine the transaction price: The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring
promised services to a customer, excluding amounts collected on behalf of third parties.

Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Group allocates,
the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Group expects to be entitled in exchange for
satisfying each performance obligation.

Step 5: Recognise revenue when (or as) the Group satisfies a performance obligation.

Rendering of services
The Group principally generates revenue by providing asset management services to Aditya Birla Sun Life Mutual Fund and other clients.

a) Management fees are recognized on accrual basis at specific rates, applied on the average daily net assets of each scheme. The fees charged are in accordance with
the terms of Scheme Information Documents of respective schemes and are in line with the provisions of SEB! (Mutual Funds) Regulations, 1996 as amended from
time to time.

b) Portfolio Management Fees and Advisory Fees are recognized on an accrual basis as per the terms of the contract with the customers.

c) Management fees from other services are recognized on an accrual basis as per the terms of the contract with the customers at specific rates applied on net assets.

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These contracts include a single performance obligation (series of distinct services) that is satisfied over time and the management fees and/or advisory fees earned are
considered as variable consideration.

If the consideration promised in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for
rendering the promised services to a customer. The amount of consideration can vary because of discounts, rebates, refunds, credits, price concessions, incentives,
performance bonuses, or other similar items. The promised consideration can also vary if an entitlement to the consideration is contingent on the occurrence or non-
occurrence of a future event.

Il, Dividend and Interest Income

a) Dividend income is recognised when the Group's right to receive dividend is established, itis probable that economic benefits associated with dividend will flow to the
entity and the amount of dividend can be measured reliably. This is generally when shareholders approve the dividend.
b) Interest income from financial assets, is recognised on a time proportion basis, taking into account the amount outstanding and the rate applicable.

Foreign currency transactions and balances

The Restated Consolidated Financial Information of the Group are presented in Indian rupees, the national currency of India, which is the functional currency of the
Company. For each entity, the Group determines the functional currency and items included in the Restated Consolidated Financial Information of each entity are
measured using the functional currency.

Transactions in foreign currency are recorded by the Group's entities at their respective functional currency spot rates at the date of transaction. However, for practical
reasons, the Group uses an average rate if the average approximates the actual rate at the date of the transaction.

Foreign currency monetary items are reported using functional currency spot rates of exchange at the reporting date. The resulting exchange gain/loss is reflected in the
Statement of Profit and Loss with the exception of exchange differences arising on monetary items that form part of a Company's net investment in the subsidiaries
which are recognised in profit or loss in the separate financial statements of the Company or the individual Financial Information of the subsidiaries, as appropriate. In
the consolidated financial statements, such exchange differences are recognised initially OCI. Other non-monetary items, like Property Plant & Equipment and Intangible
Assets are carried in terms of historical cost using the exchange rate at the date of transaction

Translation of foreign subsidiaries is done in accordance with Indian Accounting Standard (Ind AS) 21 " The Effects of Changes in Foreign Exchange Rates ". On
consolidation, the assets and liabilities of foreign subsidiaries are translated into INR at the rate of exchange prevailing at the reporting date and their statements of profit
and loss are translated at exchange rates prevailing at the dates of the transactions. For practical reasons, the group uses an average rate to translate income and
expense items, if the average rate approximates the exchange rates at the dates of the transactions. The exchange differences arising on translation for consolidation
are recognised in OCI

Employee Benefits

a) Provident Fund: Retirement benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation, other than the contribution payable to
the provident fund. The Group recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the
contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is
recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the
balance sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

b) Gratuity: The Group operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately administered fund. The cost of providing
benefits under the defined benefit plan is determined using the projected unit credit method.
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability
and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a
corresponding debit or credit to retained earnings through OCI in the period / year in which they occur. Remeasurements are not reclassified to profit or loss in
subsequent periods / years.

Past service costs are recognised in profit or loss on the earlier of:
- The date of plan amendment or curtailment
- The date that the Group recognises related restructuring costs

 

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the foll
oblig

\g changes in the net defined benefit

 

ion as an expense in the consolidated statement of profit and loss:

- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
- _Netinterest expense or income

c) Leave Encashment: Provision for leave encashment is made on the basis of actuarial valuation of the expected liability. Re-measurement gains/losses are recognised
‘as profit or loss in the period / year in which they arise.

d) Long Term Incentive Plan: The Group has long term incentive plan for different cadre of employees. The same is actuarially determined and assessed on yearly basis.
Re-measurement gains/losses are recognised as profit or loss in the period / year in which they arise.

Leases

The Group's lease asset classes primarily consist of leases for buildings. The group assesses whether a contract contains a lease, at inception of a contract. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether
‘a contract conveys the right to control the use of an identified asset, the group assesses whether: (1) the contract involves the use of an identified asset (2) the group
has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the group has the right to direct the use of the asset.

Atthe date of commencement of the lease, the Group recognizes right — of — use ("ROU") asset and a corresponding lease liability for all lease arrangements in which
it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. The Group applies the short-term lease recognition
exemption to its short-term leases of its branches/rental offices (i.e., those leases that have a lease term of 12 months or less from the commencement date and do
not contain a purchase option). it also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value.
For these short-term and low value leases, the Group recognizes the lease payments as an expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these
options when it is reasonably certain that they will be exercised

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the
‘commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
accumulated impairment losses.

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Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the under lying asset.
The estimated useful life of right-of-use assets (primarily buildings) range between 1 year to 9 years. The right-of-use assets are also subject to impairment. Refer
Note 2(xii) on impairment of non-financial assets.

 

The lease liability is initially measured at the present value of the future lease payments. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value
guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for
terminating the lease, if the lease term reflects the Group exercising the option to terminate. In calculating the present value of lease payments, the Group uses its
incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date,
the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

Lease liabilities are remeasured with a corresponding adjustment to the related right of-use asset if the group changes its assessment on exercise of an extension or
a termination option. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash
flows.

Transition to Ind AS 116

For the purpose of preparation of Restated Consolidated Financial Statements, management has evaluated the impact of change in accounting policies due to adoption
of Ind AS 116 for the year ended March 31, 2019 following modified retrospective method. Impact of adoption of Ind AS 116 has been adjusted for the purpose of
restatement. Refer Note 38 for details.

The following is the summary of practical expedients elected on initial application:

 

1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with similar characteristics.

2. Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application.

3. Relied on its previous assessment of whether leases are onerous under Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets immediately before the
date of initial application as an alternative to performing an impairment review. There were no onerous contracts as at April 1, 2019.

4, Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

5. Used hindsight in determining the lease term if the contract contains options to extend or terminate the lease.

6. Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, for all contracts as at April 1, 2019, Ind AS 116 is
applied only to contracts that were previously identified as leases under Ind AS 17.

Amendments to Ind AS 116: Covid-19-Related Rent Concessions

The amendments to Ind AS 116 provides a practical expedient to lessees in accounting for rent concessions that are a direct consequence of the Covid-19 pandemic.
As a practical expedient, a lessee may elect not to assess whether a covid-19 related rent concession from a lessor is a lease modification. A lessee that makes this
election accounts for any change in lease payments resulting from the covid-19 related rent concession the same way it would account for the change under Ind AS
116, if the change were not a lease modification. The practical expedient applies only to rent concessions occurring as a direct consequence of the covid-19 pandemic
and only if all of the following conditions are met:

i) The change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease
immediately preceding the change.

ii) Any reduction in lease payments affects only payments originally due on or before June 30, 2022 (for example, a rent concession would meet this condition if
it results in reduced lease payments before June 30, 2022 and increased lease payments that extend beyond June 30, 2022).

iii) There is no substantive change to other terms and conditions of the lease.

 

The lessees will apply the practical expedient retrospectively, recognising the cumulative effect of initially applying the amendment as an adjustment to the opening
balance of retained earnings (or other component of equity, as appropriate) at the beginning of the annual reporting period in which the lessee first applies the amendment.

The amendments are applicable for annual reporting periods beginning on or after the April 1, 2020. The Group has elected to apply the practical expedient of not
assessing the rent concessions as a lease modification for all rent concessions which are granted due to COVID-19 pandemic. This amendment had no significant impact
on the consolidated financial statements of the Group (Refer Note 21-Other Income)

Earnings per share ("EPS")

Basic EPS amounts are calculated by dividing the profit for the period / year attributable to equity holders of the Company by the weighted average number of equity
shares outstanding during the period/year.

For the purpose of calculating diluted EPS, profit after tax for the year attributable to the equity shareholders and the weighted-average number of equity shares
outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

 

Fund and Commission expenses:

Prior to October 21 2018, certain scheme related expenses and commission were being borne by the Company in accordance with circulars and guidelines issues by
‘SEB! and the Association of Mutual Funds in India (AMF!). Commission paid for future period for the mutual fund schemes (including for Equity Linked Savings Schemes)
until October 21, 2018 is treated as prepaid expenses and is amortised on the contractual period and charged to Statement of Profit and Loss account unless considered
recoverable from schemes. Pursuant to circulars issued by SEB! in this regard, after October 21, 2018, these expenses, subject to some exceptions, are being borne by
the mutual fund schemes. New Fund Offer (NFO) expenses on the launch of schemes are borne by the Company and recognised in profit or loss as and when incurred.

Commission is paid to the brokers for Portfolio Management and other services as per the terms of agreement entered into with respective brokers. In case of certain
portfolio management schemes and other services, the brokerage expenses are amortised over the tenure of the product or commitment period. Unamortised brokerage
is treated as Non-financial Assets considering the normal operating cycle of the Company.

Taxes

Current tax:

Current tax assets and liabilities for the current and prior period / years are measured at the amount expected to be recovered from, or paid to, the taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, by the reporting date in the countries where the Group
operates and generates taxable income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax
items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax:
Deferred tax
purposes.

   

provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting

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Deferred tax liabilities are recognised for all taxable temporary differences, except:
i, Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
ii, In respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are
recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax
credits and unused tax losses can be utilised, except:
i. When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
ii. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are
recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the
extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period / year when the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

 

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either
are recognised in correlation to the underlying transaction either in OCI or directly in equity.

other comprehensive income or in equity). Deferred tax items

 

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred

taxes relate to the same taxable entity and the same taxation authority

 

Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when the Group has a present obligation (legal or constructive) as a result of past events and it is probable that an outfiow of resources will be
required to settle the obligation in respect of which a reliable estimate can be made. When some or all of the economic benefits required to settle a provision are expected
to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can
be measured reliably. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.
These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

 

 

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-
occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not
probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Claims against the Group, where the
Possibility of any outflow of resources in settlement is remote are not disclosed as contingent liabilities. A contingent asset is not recognised but disclosed in the financial
statements where an inflow of economic benefit is virtually certain.

 

Share Based Payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration
for equity instruments (equity-settled transactions).

The Group measures the cost of equity-settled transactions with employees using Black-Scholes Model to determine the fair value of the liability incurred on the grant
date. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and
conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option,
volatility and dividend yield, and making assumptions about them

Equity-settied share-based payments to employees are measured by reference to the fair value of the equity instruments at the grant date using Black-Scholes Model
The fair value, determined at the grant date of the equity-settied share-based payments, is charged to profit and loss on the straight-line basis over the vesting period of
the option, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

 

In case of forfeiture/lapse stock option, which is not vested, amortised portion is reversed by credit to employee compensation expense. In situation where the stock
option expires unexercised, the related balance standing to the credit of the Employee Stock Options Outstanding Account is transferred within equity.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share

Also, a separate Employee stock options scheme (ESOP) ("the scheme") has been established by Aditya Birla Capital Limited (“ABCL") (Entity having Joint control). The
scheme provides that employees are granted an option to subscribe to equity shares of ABCL that vest in a graded manner. The options may be exercised within a
specified period. Measurement and disclosure of Employee share-based payment plan is done in accordance with Ind AS 102 Share Based Payments. ABCL follows
the Black-Scholes Merton Value method to account for its stock-based employee compensation plans. The cost incurred by the ABCL, in respect of options granted to
employees of the Company is charged to the Statement of Profit and Loss during the year and recovered by them.

Cash Dividend to equity holders of the Company
The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is authorised and the distribution is no longer at

the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders except in case of interim dividend.
A corresponding amount is recognised directly in equity.

230
 

‘Aditya Birla Sun Life AMG Limited

Annexure - VI: Notes to the Restated Consolidated Ind AS Summary Financial Information annexed to and forming part of the financial statements as at

 

(in milion)
NOTE: 3 June 30,2021 June 30,2020. March 31,2021 March 31,2020 March 31,2019
Cash and Cash equivalents (At amortised cost) OO
Cash on Hand oa oaa oa oan oas

Balances with Bank
Current Accounts
Deposit Accounts (with original maturity ess than 3 months)
Total Cash and Cash equivalents

 

Note: Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and ean interest at the
‘respective short-term deposit rates, The Group has not taken ary bank averdrat therefore the cash and cash equivalent for cash flow statement is same as cash and cash equivalent given
above.

NOTE: 4 June 30,2021 June 30,2020, March 31,2021 March 31,2020 March 31,2019
Bank Balances other than cash and cash equivalents (At amortised cost) OO

Balances with banks to the extent held as margin money or security against the aan 2094 307 209 27a
borrowings, guarantees, other commitments

‘Total Bank Balances other than cash and cash equivalents

 

NOTE: 5 une 30,2021 June 20,2020. March 31,2021 March 31,2020 March 31,2019
‘Trade Receivables (At amortised cost)
Unsecured, considered goad

‘Asset Management & Advisory Fees receivable 163.04 33.1 aisas aa729 2.7
Portfolio Management Fees receivable 93.85 42.40 95.90 53.41 m7
Management Fees receivable trom Other Services 16.96 as 1394 1397
Real Estate Management Fees receivable 58.56

Less: Impairment loss alowance
Total Trade Receivables*

 

+ There are no dues from directors or other officers ofthe compary either severaly oF jointly with any other person, due from fms or private companies respectively in which any director
is a partner, a director or a member.

‘Trade Receivables ageing schedule

Trade receivables as at June 20, 2021,

 

‘Garstanding Tor folowing parods Rom due date of payment

 

 

paricuars Tessthan | émonihs-1 | 12 years Za yeas ware Tans Total
6 months year years
[i Undisputed Wade recewables ~ considered good 256.85 25688

 

[iy Undisputed Trade receivables - which have Significant norease Ta rea aK
[ty Undisputed Trade receivables - crea impared

(fw) Undisputed Trade recelvables - considered good

le) Disputed Trade receivables - which have Significant evease i Cv@aT sk
[t) Disputed Wade recawables - credit impaired

[Total 256.89 : 7256.89]

 

 

 

 

 

 

Trade receivables as at March 31, 2023

 

‘Satstanaing Tor folowing parods Wom Gue date of payment

 

 

Tessthan | 6monihs-1 | D2 years Za yeas ware Tans Total
particuars 6 months year years
[i undisputed Wade recewables ~ considered goad 0854 30884

 

 

[ay Undisputed Trade receivables - which have Signiieant nerease Ta GGT aK
[ty Undisputed Trade receivables ~ crea mpared =
[fw Undisputed Trade recelvables ~ considered good

le) Disputed Trade receivables - which have Significant inerease i Cveat Wisk
[t) Disputed Wade recawables -creatimpared

[Total 309.54 09.54]

 

 

 

 

 

 

Trade receivables as at June 30, 2020

 

‘Garstanding Tor folowing parods Rom due date of payment

 

 

 

 

 

 

 

 

 

Tessthan | Gmonihs-1 | 12 years Za yeas ware Tans Total
particuars 6 months year years

[i Undisputed Wade recewables - considered good BARAT 2a
[iy Undisputed Trade receivables - which have Significant norease Ta rea aK

[ty Undisputed Trade receivables - crea impared

(fw) Undisputed Trade recelvables - considered good

le) Disputed Trade receivables - which have Significant evease i Cv@aT sk

[t) Disputed Wade recawables - credit impaired

[Total BaaaT : 2a

 

 

Trade receivables as at March 31, 2020,

 

‘Satstanaing Tor folowing parods Wom Gue date of payment

 

 

particulars Tessthan | émonins-1 12 years Za yeas ware Tans Total
6 months year years
[i undisputed Wade recewables ~ considered goad aoa6e 04

 

 

[ay Undisputed Trade receivables - which have Signiieant nerease Ta GGT aK
[ty Undisputed Trade receivables ~ crea mpared =
[fw Undisputed Trade recelvables ~ considered good

le) Disputed Trade receivables - which have Significant inerease i Cveat Wisk
[t) Disputed Wade recawables -creatimpared

[Total aoa6e a4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

231
Aditya Birla Sun Life AMC Limited

Annexure - VI: Notes to the Restated Consolidated Ind AS Summary Financial Information annexed to and forming part of the financial statements as at

 

in million)
‘Trade receivables as at March 21, 2019

 

‘Catstanding for folowing parods Wom due date of payment

paricuars Tessthan | 6monins-1 | 12 years Zayeas Mare Tans Total
6 months year years

[i Undispuied Wade recewanles ~ considered goad oEzT wae 30 25677

[ty Undisputed Trade receivables - which have Significant norease Ta eat ak

[ty Undisputed Trade receivables - crea mpared

fw) Undisputed Trade receivables ~ considered good

[ep Disputed Trade receivables - which have Significant inevease i cveat nak

[t) Disputed Wade recawables - creat impaired

[Fetal sEzr a6 30 256.77]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE: 6 June 30,2021 June 30,2020, March 31,2021 March 31,2020 March 31,2019
Loans (at Amortised cost) OO

Staff Loan oz?
Less: Impairment loss allowance
Total Loans oe os ee ee ee

 

 

 

 

 

a) Secured by tangible assets (property, plant and equipment including land and
bul)

) Secured by intangible assets

©) Covered by bank and government guarantee

) Unsecured o27 oss oz 1.25 69
Less: Impairment loss alowance

Total Loans

 

Loans in india,
3) Public Sector

i) Others

Less: Impairment Loss Alowance
Total

Loans outside india
i) Public Sector
i) Others

Staff Loan
Less: Impairment loss alowance
Total (a)

 

Total Loans (1+ 1)

 

NOTE: 7 June 30,2021 June 30,2020. March 31,2021 March 31,2020 March 31,2019
Investments

{at amortised cost)

Debt securities 1,034.07 1,034.08 1,033.56 1158 asa

{At fair value through profit or loss)

Mutual Funds aaroa2 12,846.76 16,112.68, 1281.98 11,127.26,
‘Alternative investment funds 108.32 209.29 108.33 222.98 281.28
Equiy instruments 797 7.04 737 7.04 sa
Total Gross Investments (A) aioe aaperas ares ag eaase a sao
Less: Allowance for impairment :

Total Net Investments Tasks aparece aoe

 

Investments Ourside india 0.04 0.04 a.04 0.04 0.04
Investments in india 18,520.64 17,262.50 1269354 11,300.62

   

 

Total (8)

Less: Allowance for impairment (C)

Total Net Investments 7as2068 _ 1400715 7262.54 2633.58 7380.66
NOTE: 8 June 30,2021 dune 30,2020 March 31,2021 March 31,2020 March 31,2019

‘ther Financial Assets (at amortised cost)

‘Application money paid towards securities 4450 650
Recoverable From Schemes en 1246 26.74 146.51
Receivable from elated party (efer Note : 30) og 0.70 oz 225 oor
Imerest accrued ss?
Reimbursement receivables os? 132 os? 1.32

Deposits to Related Parties (refer Note : 30) 713 965, 733 9.65 9.65
Security Deposits uz67 116.08 u251 116.06 116.25

Less : Impairment loss alowance
Total Other Financial Assets

 

232
 

‘Aditya Birla Sun Life AMC Limited

‘Annexure - VE Notes to the Restated Consolidated ind AS Summary Financial Information annexed to and forming partof the financial statements as at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NoTE:9
Property, Plantand Equipment (Cinmilion)
Furniture and ‘Ofice —Leasehard
pa Computers Fixtures YEPIES equipment improvements Tt!
‘Gross carrying value
As at April, 2018, 7460 aos. 61.49 4430 seq e773
‘Addions 4543 722 7310 2682 gos: saan
Foreign Exchange Transaion Difference 03 oot = 0) oot 003, 00
Disposals 020 oot 585, ot 0.02 629
‘As at March 31,2019, 119.88 as a7 7092 esse 74s
‘Accumulated Depreciation and impairment
‘As at April, 2018, zeae au 1029 10.99 zou 7487
Depreciation forthe year 472 em 1524 1430 2582 (96.86
Foreign Exchange Transaion Difference oot 003 0.04
Disposals ona oo 178 oat 02 236
‘As atMarch 21,2019, 62.73 30902375 2.08 4595 160.41
‘Net carfying value amount as at March 31, 2070 56.18 726 54.98 ana 02 205.28
Furniture and ‘Ofice —Leasehard
pa Computers Fixes YEPIES equipment improvements Tt!
‘Gross carrying value
As at April, 2019, nos wis 78.73 7082 esse 7465
‘Addions 2581 su mat 19.83 2ag2 95.69
Foreign Exchange Transaion Difference 012 oor 0.00 0.08 027
Disposals 4a 020 408 03s. oss 966
‘As at March 21, 2020 s4n08 2405 95.96 aaa so42 460.95
‘Accumulated Depreciation and impairment
AAs at April, 2019, 6373 23.75 25.08 459s 60.41
Depreciation forthe year 3681 a8 1735 2020 0778
Foreign Exchange Transaion Difference 0.08 002 0.08 a7
Disposals 436 188 oat ose 708
‘As atMarch 21,2020 96.26 s0.01 4224 qss6 270.1
‘Net carfying value amount as at March 31,2020 ange 56.05 720 ans 100.80
Furniture and ‘Ofice —Leasehard
pa Computers Fixes YEPIES equipment improvements Tt!
‘Gross carrying value
‘As at April, 2020, 14108, 2405 95.96 oad mos 460.95
‘Addions 1026 ‘os : ost 4081886
Foreign Exchange Transaion Difference 02 002 oot 002 007
Disposals
[As at June 30, 2020, 151.36 26s 05.96 90.06 aas2 47658
‘Accumulated Depreciation and impairment
‘As at April, 2020, 96.28 a72a 901 4224 yss¢ 27041
Depreciation forthe perio 9.03, oa ast 428 872 asm
Foreign Exchange Transiaion Difference 0.02 002 oot 002 007
Disposals
‘As at June 30,2020, 10531 113.82 46.53 e230 296.00
‘Net carrying value amount as a June 30,2020 26.08 655 sz a3.53 waz2 180.49
Farnitare and ‘Ofice —Leasehard
nlamaeia Computers Fixtures YEPIS equipment Improvements Tt!
‘Gross carrying value
‘As at April, 2020, Taos 20s 9586 aaa aa aan
‘Adsivons as 127 aan 528 aso 3708
Foreign Exchange Transaon Difference (010) 02 (024 003 (0.29)
Disposals 082 ize ae 1.60 sa 2474
‘As at March 21,2021, 18769 243085 92.98 uae 476.00
‘Accumulated Depreciation and impairment
‘As at April, 2020, 96.26 a72a 001 4224 yss¢ 270.41
Depreciation forthe year 3327 3251707 15.83 ee 96.6
Foreign Exchange Transaton Difference 1) 02 (025) 003, (31)
Disposals oat 102 575 0.96 407 ae
‘As at March 21,2021, 12861 soso 5123 87.86 9636 389.85
‘Net carrying value amount as at March 31,2021 29.08 asi 36.82 362 Tere 172.48
Furniture and ‘Ofice Leasehard
Peto Computers Fixures—YEPIEScquipment improvements Tt!
‘Gross caniying value
‘As at April, 2025, Tao aad as a8 aoe 7600
‘Addisons 202 137 0.06 074 429
Foreign Exchange Transaion Ditference 0s, 008 0.02 002 oa
Disposals 018 01 688 0.08 06a 756
‘As at June 30, 2021, 15058 2a0s 82.96 9298 uaz0 7277
‘Accumulated Depreciation and impairment
‘As at April, 2021, 1861 aos 5123 57.86 seas sas
Depreciation forthe pring 653 oso 407 308 4403987
Foreign Exchange Transaion Difference 0.08 002 oot 003 030
Disposals os 1 are 0.08 06a S72
‘As at June 30,2021, 135.00, 20005058 6177 sos 267.51
Net carrying value amount as at June 30,202 2.58 405 32.38 siz 04 105.26

 

 

Nore: 92
Capital workin progress

‘Capital work in progress as at June 30, 2021 comprises expersiture forthe plant in the course of constuction
mniion, March 24,2021: Re 0.78 millon, March 23,2020: Rs 1.55 milion and March 23, 2019: Rs 1.83 mao).

CCWIP aging schedule

Projects in progress

Less thant year

Total amount of CWIP is Rs 1.79 milion (June 20, 2020: 0.40

‘Amountin OWE

32 years

2-3 years

More than 3 years

 

‘sat lune 20,2021
‘As at March 21,2021
‘As at June 20,2020
‘As at March 31,2020,
‘As at March 21, 2019

i
o7e
040
155
ast

“There are no overdue or cost overtun projects compared t ts original pln, onthe above mentioned reporting dates

233

(in mition)
Total

79
ove
0.40
415s

anes
 

‘Raliya Bila Sun Life ANE Limited

“Annexure - VE Notes to the Restated Consolidated ind AS Summary Financial Information annexed to and forming partof the financial statements as at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘other Intangible Assets (in mition)
Satare——Tavestnent
Management
Particulars Rights (Reter note ot
28)
‘Gross carving vale
[AS at Apa, 2038 7498 zaas oar
“addons soa 5102
Foregn Exchange Transaton Diterence a0 003
Disposals
[As at March 31,2019, 12505 vay sts
‘Accumulated Amortsation and impairment
‘AS at Apel, 2038 286 a7 nes
"aartsaton forthe year sas 37 (ues
Foregn Exchange Transaton Diterence an. oo.
eat March 3 20 a7 7s ar
‘Net carving value amount as at Warch 31, 2010 7a wae as
Sofware tavestment
Management
Particulars Rights (Reter note ot
28)
‘Gross carving valve
‘AS at Apa, 2018 12505 yeasts
“addons m7 272
Foreign Exchange Transaton Diterence a0 04
Disposals os? oa?
‘Asat March 31,2020 20794 vas a8
‘Accumulated Amortsation and impairment
‘AS at April, 2018 siz 7st saat
"aortsaon forthe year ‘sor a7 876
Foreign Exchange Transaton Diterence 02 02
Disposal 087 oar
‘Raat March 3, 2020 00 Tae aazze
‘Net carving value amount as a arch 32,2020 07.08 aga
Safivare —_Tavestment
Cirdhne Management
rights (Refer note Tota
28)
‘Grass caring value
[AS at Api, 2020 2or94 mas eas
“addons 2028 2028
Foreign Exchange Transaton Diterence 00 000
‘Accumulated Amortsation and impalement
‘AS at Apa, 2020 200.85 uss uaz2
"Aortsaton forthe petiod 1561 0a 4687
Foreign Exchange Translation Diterence (oon) (oon)
Net carrying value amount as af June 30,2020 aya isa) ara
Sofware tavestment
\ Management
Particulars rights (Refer note Tota
2)
‘Gross carving vale
‘AS at Api, 2020 zor94 zaa 20643
"addons 726 734s
Foreign Exchange Transaton Diterence (oo) (oon)
Disposals 407 407
‘As at March 33,2002, mm232 zeay suo
‘Accumulated Amortsation and impairment
‘AS at Api, 2020 00.85 mas 222
‘Aartsaton forthe year eae 37938
Foreign Exchange Translation Diterence (0.00) (0.00)
Disposals 383 383
‘eat March 37,0 Tea iis Wea
[et canying value amount as a Wareh 3U 202 3945 a 19278
arcu Management
ee soware ROME Reternoe yous
‘Gross carving valve
‘AS at Apa, 2021 pase meas tuna
“addons 1075 1075
Foreign change Transaton Diterence on: oo
Disposals
‘Accumulated Amortisation and impairment
‘AS at Apel, 2021 as287 asas eae
"aartsaton forthe period 1824 095 eae
Foreign change Transiaton Diterence oor oo.
Disposals
‘Net carving value amount as at June 30, 2027 Tin96 rE TETS
Imtangible assets under development:

(Ein mition)
bangle aseis under development ageing schedule ‘Amex Intangible assets under develoment ae
jets progress Less han tyear——12yeare ——23yents More than 2 yeas
$e atch 21,2021 92 oa2
$e atarch 21,2020, 70 40 209
‘ atMarch 31,2019, 1028 ost s092

(lamin)

‘Amount in iangile assets underdevelopment ee
Projets tomporrly suspended Lessthan Lyeae—12yeare ——23yenrs More than 3 years
$s atarch 21,2021 097 os7
‘ss attarch 31,2020, 019 09
‘ atMarch 31,2019, 019 09

There are no overdue or cost overrun projets compared its original plan, on he above mentioned repring dates

234
 

‘Aditya Bila Sun Life AMC Limited

‘Annexure - Vk: Notes to the Restated Consolidated ind AS Summary Financial Information annexed to and forming part of the financial statements as at

 

ineaon)
Note: 11 une 90,2021 _une 90,2020. _Myeh 3,221, _Myeh 3. 2020 __ Mare 31, 2019,
Other Non-tinanciat Assets
Prepaid expenses masa suaae z0236 e70 127610
Input Tax creat aat rs 097 oso O80
(Capital avanee for Tangible Assets 15 179 oar 139 375
‘avance tor Services uno 107.22 soz. 5896 6300
Gratty - Plan Fund Asse (ter Note: 29) ee meas 952 25787 20311
Total Other Non-Financial Assets 60 wars as
nove: 12 uve 90,2021 une 90,2020. _Myeh 3, 2021 Meh 3, 2020 __Mareh 31, 2019,
Trade Payables (At amortised cost)

Total oustanding ues to mr enterprises and sal entrpises* ox 008

Total outstanding dues to creditors other tan miro enerpices and sal enterprises

elated Pars (er Note: 30) 59.08 nse e008 9948 e108

Tota! Trade Payables es ra ars ara 5

+ This floration is vequred tobe declosed under MSMED Act (2006), has been determined fa he int euch partes have bean MeniBed onthe basi of information avaiable withthe
(Group and eled upon by te autor.

+ Disclosures required unde section 2 the Mero, Sl and dum Enterprises Development At, 2006

Parte Dune 30,2021 dune 90,2020 —_Meyeh 3,021 Myeh 3, 2020 Mareh 31,2019,
1) nip! aur an aes heteon emai rgd lth end pti ear

Imes pid ince payer mae Dent epparan ay aug he ped year ous 003

©) ies aie and payate or day ang paid year

44) Amount wees acted ad wpa asa he en of pai! ear ow 008

2) The areata! uterine do ar payable een ne sucecing pad yer
‘Trade payables ageing schedule

“ral payables as ot. 2une 20,2022

 

 

 

SS oo pads To Ge also aE

 

 

 

parlors [sstianiyear] Tr 2yeas Zayas [Moreen Seas] eval
tase oie waz
jaro ass a os om Bis

 

[ay spe aes WEE =
[ia spate dues others
ica ae Ta os 3 ze

 

 

 

“ral payables as at March 3.2021

 

 

 

SST arog pads To Ge also aE

 

 

 

parcuars [feestian tyear | 12year Zayas [Morena Syeae] Total
fins 10s 7am
aromas Tas os oa oH waa

 

(ORES
[ea Dputed dues others
Fava ae om ua oH a7

 

 

 

“ral payables as ot. 3une 20,2020

 

 

 

SSG oa pads om Ge ate a pay

 

 

 

parcuars [esstianiyear] 1 2yea Zayears [Morena Sears] Tal
fas =
jaro aoe as oss om a

 

[ay spe aes WEE
[ea Dputed dues oer =
rave co ae ose om a

 

 

 

“rade payables as at March 1.2020

 

 

 

SST Taig parade om Ge also aE

 

 

 

paecuars [estan tyear | 1zyeare Zayeas —[Moreman Seas] Tol
lass
fara waar zor ca a aoe

 

(ORES >
[ea spate dues aha
raver ar ear a7 7 a

 

 

 

“ral payables as ot Mavch 3.2019

 

 

 

Sang eran paras Tom Ge also aE

 

 

 

parlors [estan tyes | t2yeae Zayas [Morena Sear] Tal
(OE
arom mr ast wae war Tz

 

[ay spa aes WEE
[ea Opa dues oer =
rover woe aa mat nar Tz

 

 

 

 

 

 

 

 

 

 

nove: 12 une 90,2021 dune 90,2020 Maven 3, 2021 Meh 3, 2020 Mare 31, 2019,
Other Financial Labities (at amortised cost) SS

Employee Dues sia sau76 sein a4s.62 seas
Payables for Capital Expendtre oar 230 ao 08 248
Payable to Schemes un

Total Other Financial abies a0 Se, a
nove: 14 une 30,2021 _ dune 90,2020 _Neveh 3, 2021 Meh 31,2020 Mare 31,2019,

Provision for Employee Benetis

Leave Encashment wars as0
Grant (fer Note 20) 206.4 267 82
Prowsien for Long Term neentve tan 04.9 201.96

Tota provisions 2548 705.47

   

235
‘Aditya Birla Sun Life AMC Limited

‘Annexure - Vk: Notes to the Restated Consolidated ind AS Summary Financial Information annexed to and forming part of the financial statements as at

 

Deferred Tax Labites (net)

Depreciation on Proper, Plant and Equipment and Amorisaton on ntangible Assets
Provision or Erpoyee Benes

Fas Vast of vestments

Lease laity nt of ight of use assets

Total Deterted Tax Lables (net)

Deferred Tax Labilties
Fase Vauaton of vesiments

Lease Liailty nto ight of use assets
Total

Deferred Tax Assets
Depreciation on Property, Plant and Equipment and Amoriston on ruangible Assets
Prowsion for Emioyee Benefits

Tota

Net Deferred Tax (Assets)Labiliies

Deferred Tax Lables
Fae Vauaton of vestments

Lease laity nto Right of use asset
Total

Deferred Tax Assets
DDepreciaton on Propery, Plant and Equipment and Amorisaton on tangible Assets
Provision or Employee Benes

Total

Net Deferred Tax (Assets)Liablties

Deferred Tax Labiities
Lease Liat nto ight of use assets
Total

Deferred Tax Assets
[Depreciaton on Property, Plat and Equipment and Amonisaton on nuangible Assets
Prowsien or Empoyee Benes

Total

Net Deferred Tax (Assets)iabliies

Deferred Tax Lables
Fase Vauation of vesiments

Lease Liaity nto Right of use asset
Total

Deferred Tax Assets
Depreciaton on Proper, Plan and Equipment and Amorisaton on rangle Assets
Provsien or Employee Benes

Total

Net Deferred Tax (Assets)Liabilives

Deferred Tax Labilties
Fase Vauaton of vesiments

Lease Liailty nto ight of use assets
Total

Deferred Tax Assets
Depreciation on Property, Plant and Equipment and Amoriston on ruangible Assets
Provision for Employee Benefits

‘Share based payments

Total

Net Deferred Tax (Assets)Liabilties

(ther Non Financial Liablies

Provision or Reinstatement
Payable on acount of Statuary Dues

‘itokng Tax payable

‘GST payable

Professional Tax payable

Employee provident und & ther dues payable
Total Other Non Financia Liabities

(eo2s)
caren

(3.08)
(200.78)

Merch 3, 2028

(65.20)
(aas.sa)

(eo20)
arsr)

Teor”

rch 1,

(65.20)
(aas.e
(203.38)

 

 

rch 1,

(os)
(0327)
uaa)

 

(oun)
(2m)

aaa

Meh 3, 2028

 

 

Tino)

yeh 3.2020 __ Mureh 31,2019,

os)
(32

(65.70)
(246.60)
(203.30)

 

os)
327)
278)

(os)
(227)
Ta

Meh 3,

(ey
(27)

 

(695)

32

@7)
as20)
7.38)

  

(20)
2m)

 

Deter Tax
Expensel(redi)

(sn)

sa)

sa)
(028)
=}
e729

Deferred Tax
Expensel(red)

9)
(63.3),
(08a)

(aa)

Deter Tax
Expensel(redt)

55)
ssn)
(@o.6)

Detered Tax
Expensel(redl)

(056)

Detered Tax
Expensel(redi)

(27520)
(250)
770)

(aoe)
(e302)
a5

sit)

 

 

236
 

‘Aditya Birla Sun Life AMG Limited

“Annexure -Vi: Notes fo the Restated Consolidated Ind AS Summary Financial Information annexed to and forming part ofthe nancial statements as at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(lamin)
Pees une 30,2021 dune 30,2020 March 31,2022 Murch 31, March 2,
Equity Share capital
Authorised:
EEquty Shaves of Rs. Seach (une 20,2020, March 2, 2021, March 212020, and March 31,2019: Rs.10 each ) 2,500.00 zoooo -ango.-=—=0000 © 20000
29,000,000 (une 2, 2020: 20,000,000 Maren 21, 2020 29(00,000, March 31,2020: 20,000,000 and Mareh 33,2019 20,000,000) Eq saves tly pad
Issued, Subscribed and Paid up
EEquty Shares of Rs. Seach (une 20,2020, March 3, 2021, March 21,2020, and March 21,2019: Rs.10 each ) 1,480.00 1000 g000 goo 18000
28,000,000 (une 30,2020: 18,000,000 March 31,2021: 18,000,000, March 33,2020: 18,000,000 and March 31,2019: 1,000,000) Equy shares fly pad
wt ee
‘otal ssued, Subscribed and Paid up 7220.00 e000 eno ao —aa00
‘4 Texmight attached to equity shares
‘The Company has only one class of equy shares having a par value of Rs 5 pe share. Each holder of equity shares Is ented 0 one vote per share. The company declares and pays dvdend in nda types. The dvdend
propose by the Board of Dvectrss subject tthe aporoval the shareholders inthe ensuing Annual General Mest.
bn the event of tqudation ofthe Company, the holders ofthe equity shares wil be ented to receive the remaining assets of he company ater dstibutons ofl peferendal amounts. However, no such preferential amount eit
Curent. The dstaozion willbe Inthe proportion othe numberof equty shares eld byte shareholdrs.
' Reconcilation of the shares outstanding atthe begining and atthe end ofthe period / year
[Geonion Wo. of Equity | Amount
‘shares "| (¢inmilion)
fas araeas, Zone 7500000 7a00
issued curing he year :
[as at March 33,2019 18,000,000 180.00
fas ar ont 2, 2029 18,000,000 380.00
lssuea during he year - "
las at March 32, 2020, 18,000,000 180.00
fas a ga, 2020 18,000,000 80.00
lssuea during he pes 5
las at aune 30, 2020, 18,000,000 180.00
fas ar gat 2, 2020 18,000,000 380.00
lssuca during he year - "
las at March 32, 2021, 18,000,000 180.00
fas a gat, 2023 18,000,000 380.00
spl of shares ita Face Value ot R55 each’ 18000000
fscnus equity shaves asued nthe rata of or every share hela! | 252,000.00 | 1,260.00
las at aune 30,2021, 2ss.000.000 | 1,440.00
“Pursuant a resluton passed by our Board on Ap 5, 2023 anda esohstion of shareholders dated, Api 6, 2021, each equty share of ace vale of £10 each hasbeen spt ito to equty shares of ace valu of &8 each,
‘Aesordngy, th sued. subscribed and pad up capil of ox Comeary wae udded rom 180,00,006 equity shares of face value f €10 aac o 260.00, 000 equty shares of face value of €S each
Pursuant a resouon of Board of rectors dated Apa 5, 2021 andthe sharehalders meet dated Ap 6, 2023, the Authored Share Capta of tke Company hasbeen increased tam € 200 millon consisting of &00,00,000
Equty hares of €S- Rupees Five oy) each € 1,600 mln onlin of 32.00.00 000 Equly Shares of € each,
‘The Board of Decors pursuart fo a fesaision dated Ap 5, 2021 andthe shareholders spell rescliton dated Al 6, 2021 have approved he issuance of seven bonus equity shates of face value €S each for every one
‘cst fly paid up equty share of face value €S each and accordingly 25 20,0,000 bonus equty shares were sued and aioted in accotance wi the Seton 63 ofthe Companies Act 2012.
‘Aggregate numberof equy saves issued as bonus oer than cash and shares bought back dung the period of fv years inmediately preceding the eporing date
Ipancuae STA Ta AT PENA WET | WE
Easy Saree os Typ Dons SHAS by Capaluaon Secures Premium and aed Sang EO
“The Shares reserved fr issue under ployee Stack Option Scheme (ESOP) ofthe Company (eter Note No. 41)
Shares inthe Company held by each shareholder holding more than 5 percent shares specifying the number of shares held
‘dune 30,2022 une 30,2020 March 31, 2023, March 32,2020 March 3, 2019

Iuame ofthe Shareholder

No.of Equity | wot | no.otequiy | sot | wootequy | wor | No.ofequiy] wot [Nootequiy| sot

‘sharesheld | Shareholding | shares held |Shareholding| shares held | Shareholding | shares held | shareholding] shares held |shareholaing|
[ava aia Canal Lnvied and is Norneest™ TS TOSa Brome] SaaS] sone] SATS | soon] STS mad Sco] ST a | — Sa
[Sun ite (nda) ANC mvessrent ne. Canada 181,120,000 za.cme| —_aa20c00 | 4a.00%| —_aaz0000 aor] —aszoooo| —4sco%] saz0000 |] 40.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

“512 Equtyshares{June 9, 2020, March 3, 2023, March 3, 2020, and March 31, 2019: 2 Equty Shares), 416 Equty shares(Qune 20,2020, March 312021, March 31,2020, and March $1, 2019: 2¢ Equy Shares) and 182 Eauty
shares(une 30,2020, March 3, 2021, March 3, 2020, an March 31, 2019 22 Ety Shares) each are hel by Parag Jogekar, A Balasubramanian and Pinky Meh, respectvely, i ther capacty as pone Shareeldes of ABCL

“peprosnate percentages

237
Shareholing of promoters as on June 30,2022,

 

 

 

 

promter Name ‘oot shares. | ofl shares | Change suing
[ava iia Cantal Lied ands Nominees” ETE Sioa] noses]
Sen Lie (diy AN vests TAL 10,000 ao.0o%| Ro canoe
[Fear 72a7.559;560 | —_To0.00%

 

"512 Equty shares, 416 Equty shares and 102 Equi shares each ae held by Parag

Pry Matta respecively, thew capacty as nomnee sarehalers of
“peproanate percentages

Shareholding of promoters as on March 31,2021

glk, A Balasubramanian and

 

 

 

promter Name No.of Shares} of toa shares|™ Chae sing

the year
(adv Bia Cantal Lrnied and is WarineasT Sasa Eien] no aanee|
Sn Lie tdi) ANC vests 2,000 @a:00%6| No ange
rear 7.955 900 | ——a00-00%

 

 

“52 Equiy shares, 26 Equty shares and 12 Equiy shares each are had by Parag Jol, A Balasubramarian and Pinky

eta, especie, im thelr capacty as nominee shareholders of ABC
“pepronnae percentages

Sarehaling of promoters as on June 30,2020,

 

 

 

 

promter Name No.of shares. [oft shares] Change ng
(ava via Capal Lnvied and is Nominees aarasa0 Sie] no mnange|
[Sun ie (nda) ANG vests 0,000 I
[rear 77.988,980 | 100.00%|

 

“a2 Equty shares, 26 Equty shares and 32 Equty shares each arene by

Dea, especie, nthe capacty as nominee shareholders of ABCL
“pepronate percentages

Shareholding of promoters as on Mach 31,2020

 

9 doglelar, A Balasubramanian and Pinky

 

 

 

 

Jeromoter Name ‘vo. ot Shaves. [16 of total snares] * Chsoge ding
the year

(tia Bia Capaal Unie’ and ne Nominees aaa Sioa] no anae|

[Sun ie (nda) ANC vests 2.20,000 0.00%] no change]

 

“52 Equty shares, 26 Equty shares and 12 Equity shares each are ned by Parag Jolear, A Balasubramanian and Pinky

eta, especie, im thet capacty as nominee shareholders of ABCL

“peprosnate percentages

Shareholding of promoters as on March 31,2019

 

 

 

 

 

 

 

 

promter Name No.of shares} of oa shares|™ Chaoge ding

the year
(adv wis Catal Unwed and is NorneesT Sarasa Sion] Roaanee|
Sen Lie tdi) AN vests re 2,000 @a.00%| Ro ange
[rear 7.955 900 | ——To0-00%

 

 

“52 Equty shaves, 26 Equty shares and 12 Equly shares each are ned by Parag Joleka, A Balasubramanian and Pinky

Dea, especivey nthe capacty as nominee shareholders of ABCL

“peprosnate percentages

238
 

Aditya Birla Sun Life AMC Li

 

ied

Annexure -

  

lotes to the Restated Consolidated Ind AS Summary Financial Information annexed to and forming part of the financial statements as at

 

(Ein million)

NOTE: 18 June 30,2021 June 30,2020 March 31,2021 March 31, 2020. March 31, 2019
OTHER EQUITY

1. Share Premium Account
Balance as per the last financial statements 26.42 26.42 26.42 26.42 26.42
‘Asising during the period / year “ - 7 z ‘
Utiised in issue of bonus equity shares(Retfer note 17) (26.42)
Closing balances 26.42 26.42 26.42 26.42

2 General Reserve
Balance as per the last financial statements 63.67 68.67 68.67 68.67 68.67
‘Atising during the period / year = 5 3
Uillsed during the period / year
Closing balances 6867 68.67 68.67 68.67 68.67

3. Retained Earnings

Balance as per the last financial statements 16,687.90 azaiz4e = 12,812.46 «= 11,86937 11,054.76
Profit for the period / year 1549.44 97351 5,262.80 4,944.02 4,487.99
ther Comprehensive Income for the period / year 3.30 9.36 12.68 (22.61) (58)
Utlised in issue of bonus equity shares(Refer note 17) (2.23358) : : : (43.10)
Dividend for the period / year * (705.60) 7 (2.40004) (8,300.00) (3,000.00)

Dividend Distribution Tax
Closing balances

(678.32) (605.74)

 

4. Foreign Currency Translation Reserve

Balance as per the last financial statements e334 s1is a118 60.23 4587
‘Atising during the period / year 1.76 498 1.96 20.95 14.66
Uillsed during the period / year

Closing balances 94.90 36.16 a3.4 a8 6023

5 Share Option Outstanding Account
Balance as per the last financial statements -
Charges during the period / year 116.54
Exercise of share options during the period / year
Closing balances

Total Other Equity

 

(in million)
March 31, 2018

  

*.Cash dividends on equity shares declared and paid:
Final dividend per share for the Fiscal year ended March 31, 2021 INR 2.45 (June 30,
2020: Nil) and Interim dividend for the year ended on March 31, 2021: INR 77.78 (31 705.60 = 1,400.04 3,200.00 3,000.00
March 2020: INR 183.33 and 31. March 2019: INR 166.67)
Dividend Distribution Tax on interim dividend

 

(€in million)
June 30,2021 June 30,2020 March 31,2021. March 31,2020 March 31, 2019,

 

Proposed dividends on equity share:
Proposed dividend for the period ended June 30, 2021: Nil June 30,

2020: Nil) and for the year ended on March 31, 2021: INR 2.45 per share 3 ss 705.60 ‘ 5
(March 31, 2020 and March 31, 2019: Nil)

Nature and Purpose of the reserves
‘Share Premium:

Share Premium is used to record the premium (amount received in excess of face value of equity shares) on issue of shares. The reserve can be uilised only for limited
purposes such as issuance of bonus shares in accordance with the provisions of Section 52 of Companies Act, 2013. The Group has utlsed the Share Premium in issue of
bonus equity shares in the current period.

General reservi
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable
regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 1096 ofthe paid up share captal of the Company for that year,
then the total dividend distribution is less than total cistributable reserve for that year.

Consequent to introduction of the Companies Act 2013, the requirement to mandatorily transfer a specified percentage of net profit to general reserve has been with drawn,
However the amount previously transferred to the general reserve can be ullised only in accordance with the specific requirements of the Companies Act, 2013

 

Retained earnings:
Retained earnings are the profits that a company has earned to date, less any dividends or other distributions paid to the Shareholders, net of utilisation as permitted under
applicable regulations.

Foreign Currency Translation Reserve:
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in accounting policy and accumulated in a
‘separate reserve within equity. The cumulative amountis reclassified to profit or loss when the net investments disposed:-off

‘Share Option Outstanding Account:
‘The grant date fair value of equity-setted share-based payment transactions with employees and directors are recognised in the Statement of Profit and Loss with the
corresponding credit to this account over the vesting period,

239
 

Aditya Birla Sun Life AMC Limited

Annexure - VI: Notes to the Restated Consolidated Ind AS Summary Financial Information annexed to and forming part of the financial statements for the period / year ended

 

NOTE: 19
Fees and Commission income

Revenue from contracts with customers
Asset Management and Advisory Fees
Portfolio Management Fees

Management Fees fram Other Services
Total Fees and Commission income

NOTE: 20
Net Gain on Fair Value Changes

Net gain /(loss) on financial instruments at fair value through profit or loss
(On trading portfolio investments

Mutual Funds

Alternative Investment Funds
Total Net gaini(loss) on fair value changes

Fair Value Changes
Realised

Unrealised

Total Net Gain on Fair Value Changes

NOTE: 21.
Other Income

Interest Income
Foreign Exchange Gain (Net)
Miscellaneous income

Rent concession

Total Other Income

NOTE: 22

Finance Cost

Finance Cost on Lease liability (measured at amortised cost) (refer note 38)

Total Finance Cost

NOTE: 23
Employee Benefit Expense

Salaries and allowances
Contribution to provident and other funds(refer note: 29)

Gratuity expenses (refer note: 29)

Staff welfare expenses

‘Share-based payments by ABCL (Entity having Joint Control) (refer note: 29)
‘Share-based payments by the Company (refer note: 41)

Total Employee Benefit Expense

NOTE: 24
Depreciation and Amortisation Expense

Depreciation on right-of-use assets (refer note: 38)
Depreciation on Property, Plant & Equipment (refer note: 9)
Amortisation of Intangible Assets (refer note: 10)
Total Depreciation and Amortisation Expense

240

(in million)
for the period ended for the year ended
June 30, 2021 June 30,2020 March 31,2021 March 31,2020 March 31, 2019

2,920.73 2,057.97 10,182.06 10,902.41. 12,291.94

107.25 95.18 435.15 530.64 766.85

 

300.74 391.23 1,247.86 771.16 807.63

(0.01) (42.29) (16.65) (29.51) (04.70)

 

 

28.81 19.20 106.24 7.23 10.99
- - - - oun

 

June 30,2021 June 30,2020 March 31,2021 March 31,2020 March 31, 2019

532.20 587.30 2,222.56 2,132.11, 2,334.39,
16.50 16.90 78.17 80.54 71.94
61 6.54 28.70 25.78 24,20
10.32 5.44 38.81 74.61 151,96
8.10 15.02 38.75 107.16 192.52
116.54 : 2 “ -
689.77 601.20 2,406.99 2,420.20, 2,775.01,

June 30,2021 June 30,2020 March 31,2021, March 31,2020 _ March 31, 2019

 
 

Aditya Birla Sun Life AMC Limited

Annexure - VI: Notes to the Restated Consolidated Ind AS Summary Financial Information annexed to and forming part of the financial statements for the period / year ended

 

NOTE: 25
Other expense

Rent
Repairs and Maintenance
Insurance
Rates and Taxes
Electricity
Software and Technology Expenses
Database Research Expenses
Travelling and Conveyance
‘Communication Expenses
Outsourced Fund Accounting Expenses
Legal and Professional Charges
‘Auditor's Remuneration

- Audit Fees

- Tax Audit Fees

- Other Services

- Reimbursement of expenses
Services Charges
Directors Sitting Fees
Printing and Stationery
Loss on Sale of Fixed Assets (net)
Asset Utlisation Charges
Bank Charges
Miscellaneous Expenses
Foreign Exchange Loss (net)
Donation
Fund expense
Business Promotion Expenses
Corporate Social Responsibility Expenses (refer note 34)
Other expenses

NOTE: 26
Income tax expense

Current tax

Deferred tax

Adjustments in respect of current income tax of previous years

Total income tax expense recognised in profit or loss

Reconciliation of effective tax rate:
Income before tax
Expected tax rate in India (applicable to the Company)
Expected income tax amount
Tax impact on :
Incomes chargeable at different tax rates
Expenses disallowed/(allowed) as per income tax computation
items which are taxed at different rates
Effect of lower tax rate in Offshore units
Effect on Deferred tax balances for items taxed at different rates
Others
Net adjustments

Adjustments in respect of current income tax of previous periods / years

‘Tax expenses recognised in Profit & loss account

(in million)
for the period ended for the year ended
June 30, 2021 June 30,2020 March 31,2021 March 31,2020 March 31, 2019

0.63 1.42 8.10 25.62 28.83
26.86 29.80 110.87 118.54 125.87
16.39 13.10 51.65 52.66 4.47
3.64 5.49 12.37 25.45 42.78
8.03 6.96 26.30 36.50 35.10
54.07 45,74 221.62 192,55 170.56
21.95 22.79 100.97 83.19 65.40
7.62 2.58 35.46 137.20 144.84
8.07 8.98 33.26 60.72 60.34
657 9.24 30.38 44,78 7411
37.25 38.66 164.81 200.58 169.97
2.26 1.67 10.27 6.46 6.67
0.15 0.15 0.60 0.60 0.60
2 0.39 1.33 1.19 1.19

- s a 0.04 0.03
54.24 63.60 225.68 243,33 2u1.a7
2.48 1.98 7.96 712 7.83
2.30 412 1.64 30.23 37.19
1.05 5 0.70 0.42 0.49
14.91 q.2a 55.66 47.32 32.63
0.35 0.15 1.48 181 1.99
15.00 13.61 59.18 70.20 62.93
1.37 0.09 1.34 2.84 0.42
- - 0.70 0.36 0.66
53.41 4.32 143.24 90.39 208,39
81.82 124.43 370.12 582.43 732,39
28.57 26.55 106.29 86.90 69.90

 

547.38 289.62 1,705.55 1,603.33, 2,248.44
7.93) 38.04 (8.82) 66.67 (261.27)
: - (0.65) (6.73) 651

 

2,058.89 1,801.17 6,958.88 6,607.29 6,457.67
25.168%  25.168% 25.168% 25.168% 34,944%

518.18 327.48 4,751.41 41,662.92 2,256.57
(e193) (453.65) (333.11) (60.19) (303.66)

e 31.55 201.38 70.48 20.62

(6.98) 0.94 0.17 (21.08) 5.17

87.44 122.29 105.50 3.97 0.97

474 (0.95) (28.62) 3.88 3.50

509.45, 327.66 7,696.73 1,670.00 1,983.17

= ‘ (0.65) (6.73) 651

 

The Company elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws [Amendment] Ordinance, 2019 dated
‘September 20, 2019. Accordingly, the Company has recognized Provisian for Income Tax for the year ended March 31, 2020 and re-measured its net Deferred Tax Liabilities basis the
rate prescribed in the said section and recognised the impact of the above changes up to March 31, 2020 in the financial statements for the year ended March 31, 2020.

241
2.

28.

29.

 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

Other Notes to Accounts:

 

Contingent Li ‘5 and Commitments

(i) Contingent Liabi

 

 

 

 

 

 

 

& in milion)
No | Particulars As at

June 30, | June 30, | March31, | March31, ] March 31,

2021 2020 2021 2020 2019
Claims against the Group not acknowledged as debts in respect of,

7)__| Income tax matters "328.43 "282.78 | "328.43 | “267.47 40.20
ii) _| Sales tax matters (Including interest and penalty) = - = = 15.13
Ti) | Other matters 642 831 642 631 at

 

 

 

 

 

 

 

 

 

“Includes — Income tax Demand for AY 2017-18 of & 221.97 million (including interest of & 55.40 million) received during the financial year ended 31st March 2020 by
Aditya Birla Sun Life Real Estate Fund for which Aditya Birla Sun Life AMC Limited. is an investment manager. The fund has received a favourable ruling by CIT (Appeal)
for the Similar issue for AY 2016-17.

 

“Includes - Income Tax Demand for AY 2018-19 of & 33.69 million (including interest of ® 9.91 million) received during the financial year ended 31st March 2021 by Aditya
Birla Real Estate Fund for which Aditya Birla Sun Life AMC Ltd. is an investment manager. The fund has received a favourable ruling by CIT (Appeal) for the similar
issue for AY 2016-17.

 

(i) Commitments - Unexecuted Contracts:

 

 

 

 

 

 

 

 

 

 

 

(in million)
Particulars ‘As at
June 30, | June 30, | March31, | March 31, | March 31,
2021 2020 2024 2020 2019
‘Commitments for the acquisition of property, plant, and equipment 78.31 15.24 13.17 29.29 43.29
‘Commitments for investment activities = : = 5 9.50
Management Rights

During financial year ended March 31, 2015 Aditya Birla Sun Life Trustee Company Private Limited took over the mutual fund schemes from ING Trust Company Private
Limited and simultaneously the Group acquired the right to manage the said schemes from ING Asset Management (India) Private Limited.

The consideration paid to acquire the right to manage the said schemes along with the incidental expenditure incurred thereon aggregating to Rs.37.85 million has been
treated as Investment Management Right. The Investment Management Right will be amortised over a period of 120 months. For the period ended Jun 30, 2021, an
amount of 0.95 million (June 30, 2020: 0.95 million) and for the year ended March 31, 2021, an amount of Rs. 3.79 million (March 31, 2020: Rs. 3.79 million and March
31, 2019: Rs. 3.79 million) has been amortised. Balance life of Investment Management Right as at June 30, 2021 is 39 months.

Employee Benefits
In accordance with the Indian Accounting Standard (Ind AS) 19 “Employee Benefits”, the Group has classified the various benefits provided to the employees as under:
a. Defined Contribution Plan

Defined Contribution Plan — The Group has recognized the following amounts in the Statement of Profit and Loss Account which are included under contribution to
Provident Fund and others fund.

 

 

 

 

 

 

 

 

 

 

(in milion
No] Particulars For the period ended For the year ended
June 30, | June 30, | March31, | March31, | March 31,
2021 2020 2024 2020 2019

Employers Contribution to Provident Fund (PF) 11.07 11.81 46.57 46.82 42.89
Employers Contribution to Employees Pension Fund 3.40 3.61 14.18 14.58 12.78
Employers Contribution to Labour Welfare Fund 0.04 0.02 0.07 0.05 0.04
Contribution to Employees Deposit Linked Insurance 0.22 0.24 0.93 0.96 =
Employers Contribution to other Funds related to Foreign Subsidiaries 1.80 1.22 5.75 6.19 584
Total 16.50 76.90 67.50 68.60 61.55

 

 

 

 

 

 

 

 

Above figures are excluding contribution to PF and Other Funds of Rs. 1.96 million for the period ended June 30, 2021 (June 30, 2020: Rs. 2.48 million) and Rs. 10.67
milion for the year ended March 31, 2021 (March 31, 2020: Rs. 11.94 million and March 31, 2019: Rs. 10.40 million) reimbursed to related parties - Aditya Birla Financial
Shared Services Limited & Aditya Birla Capital Limited

b. Share based payments

Pursuant to ESOP Plan by ABCL, stock options were granted to the employees of the Company during the period / year. Total cost incurred by ABCL till date is being
recovered from the Company over the period of vesting of the ESOP grants. Accordingly, a sum of Rs. 8.11 million for the period ended June 30, 2021 (June 30, 2020:
Rs. 15.02 million) and for the year ended March 31, 2021 Rs. 38.75 million (March 31, 2020: Rs. 107.16 million and March 31, 2019: Rs. 192.74 million) has been
charged to the Statement of Profit and Loss. The balance sum of Rs. 17.22 million will be recovered in future years as at June 30, 2021

242

 
 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

. Gratuity (Defined Benefit Plan)

The following table sets out the status of the gratuity plan as required under IND AS 19 as certified by actuary. Reconciliation of opening and closing balances of the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

present value of the defined benefit obligation. (in million)
Particulars ‘As at
June 30, | June 30, | March 31, | March31, | March 31,
2021 2020 2021 2020 2019
‘Amounts recognised in the Balance Sheet in respect of Gratuity
Present Value of the funded Defined Benefit Obligations at the end of the period / year 269.97 | 273.17 206.14 267.82 203.37
Fair Value of Plan Assets (291.63) | (264.44) | (299.52) (257.87) |__(203.11
Net (Asset)/! (1.66) 873 (3.38) 9.95 ans
‘Amounts recognised in Employee Benefits Expenses in the Statement of Profit and
Loss in respect of Gratuity"
‘Amounts recognised during the period / year:
In P&L, 6.14 6.54 28.70 25.78 24.20
In Other Comprehensive Income 4.19) (7.63) (6.31) 21.47 3.82
Total Expenses Recognised during the period / year 1.92 | (1.09) 20.39 46.95 28.02
‘Actual Return on Plan Assets:
Expected Return on Plan Assets 463 ait 16.88 15.37 12.47
Actuarial Gain on Plan Assets (1.17) 5.40 3.95 9.82 237
‘Actual Return on Plan Assets: 3.46 951 20.83, 25.19 14.84
* Above figures are excluding gratuity reimbursed to related parties — Aditya Birla Financial Shared Services Limited & Aditya Birla Capital Limited
in million)

Particulars ‘As at

June 30, | June 30, | March 31, | March31, | March 31,

2021 2020 2021 2020 2019
in of Present Value of Obligation and the Fair Value of the Plan Assets:
Change in Present Value of the Obligations:
Opening Defined Benefit Obligations 206.14 267.82 267.82 203.37 173.86
Current Service Cost 6.16 647 28.05 25.76 23.47
Interest Cost 4568 427 17.53 15.39 13.20
‘Actuarial (Gain)/Loss arising from:
= changes in demographic assumptions = = (19) =
~ changes in financial assumptions 561 247 9.99) 27.60 395
= experience variance (Le., actual experience vs assumption) (10.97) (470) (14.35) 357 2.24
Benefits Paid (17.58) (3:10) (12.90) (7.68) (13.35)
Closing Defined Benefit Obligations 289.97 273.17 296.14 267.62 203.37
Change in Fair Value of the Plan Assets:
Opening Fair Value of the Plan Assets 299.52 257.87 257.87 203.47 164.21
Expected Return on the Plan Assets 463 aati 16.88 15.37 12.47
‘Actuarial (GainyiLoss (a7 540 3.95 982 2.37
Contributions by the Employer 0.20 0.16 3a71 37.25 a7
Benefits Paid (17.55) 3-10) (12.89) (7.68) (13.35)
Closing Fair Value of the Plan Assets 297.63 264.44 299.52 257.87 203.11
Expense Recognised in Income Statement
Current Service Cost 6.16 644 28.05 25.76 23.47
Net Interest cost/ (income) on the defined benefit iability(asset) (0.05) 073 065 0.02 0.73
Expense Recognised in Income Statement 614 654 28.70 25.78 24.20
Other Comprehensive Income
‘Actuarial (Gain)/Loss arising from:
= changes in demographic assumptions = = = (19) =
= changes in financial assumptions 561 247 999 27.61 3.95
~ experience variance (Le., actual experience vs assumption) (10.97) (470) (14.35) 357 2.24
Return on plan asset, excluding amount recognised in net interest expense AT (5.40) (3.95) (0.82) (237)
Remeasurement gain/loss in other comprehensive income (4.19) (7.63) 31) 21.47 382
Investment details of Plan Assets
Plan assets are invested with:
‘Aditya Birla Sun Life Insurance Company Limited 29163 | 264.44 299.52 257.87 203.17
Composition of the plan assets are as follows: Allocation | Allocation | Allocation | Allocation | Allocation
% % % % %

Government Bonds 22.10% | 19.91% 24.30% 19.93% | 29.33%
Corporate Bonds 73.25% | 61.01% 65.33% 61.00% | 63.00%
Others 465% | 19.08% 10.37% 19.07% 7.68%

 

 

 

 

 

 

 

 

 
 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Conso!

 

lated Ind AS Summary Financial Information

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Assumptions

Discount rate 6.30% 6.00% 6.35% 6.55% 7.55%

‘Compensation Escalation rate 8.5% for 0% for 8.5% for 85% for | 6.5% for

first five | first year, first five first five | first five

years, | 8.5% for | years, 7.5% | years, 7.5% years,

7.5% for | next five | fornextfive | fornextfive | 7.5% for

next five years, | years, 6.5% | years, 6.5% | next five

years, | 7.5% for | fornextfive | for next five years,

6.5% for | nextfive | yearsand | years and | 6.5% for

next five years, 5% 5% | next five

years and | 6.5% for | thereafter | thereafter | years and

5% | next five 5%

thereafter | years and thereafter

5%
thereafter

‘Average Age 34.36 33.66 34.15 33.52 33.32

Mortality Basis Indian Indian Indian Indian Indian

Assured | Assured Assured Assured | Assured

Lives Lives Lives Lives Lives

mortality | _ mortality mortality mortality | mortality

(2012-14) | (2012-14) | (2012-14) | (2012-14) (2006-

2008)

ultimate

A. Sensitivity Analysi
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis
below has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions.
constant. The results of sensitivity analysis are given below:

(in million)

No. | Particulars As at

June 30, | June 30, | March31, ] March31, | March 31,
2021 2020 2021 2020 2019
1 _ | Defined Benefit Obligation (Base) 289.98 273.17 296.14 267.82 203.37
(in milion)
No. | Particulars ‘As at
‘June 30, 2024 June 30, 2020 March 31, 2021 March 31, 2020 March 31, 2019
Decrease | Increase | Decrease | Increase | Decrease | Increase | Decrease | Increase | Decrease | Increase

1 | Discount Rate 303.98 | 276.93 | 287.18 | 260.15 | 310.79 | 28250 | 281.27 | 255.52 | 213.28 | 194.14
(+ 0.50%) 48% | -4.5% 4.8% 49% | -4.6% 5.0% | -4.7% 49% |  -4.5%
(% change compared to base
due to sensitivity)

2 | Compensation Escalation Rate | 277.02 | 303.75 | 260.19 | 287.00 | 282.56 | 31058 | 26535 | 261.11 | 194.08 | 213.26
(I+ 0.50%) 4.5% 47% 5.1% 4.6% 49% 4.7% 5.0% 4.6% 49%
(% change compared to base
due to sensitivity)

3 | Mortality Rate (-/+ 10%) 28074 | 290.22 | 272.96 | 273.37 | 295.90 | 296.39 | 267.57 | 268.08 | 203.09 | 203,65
(% change compared to base 0.1% 0.1% 0.1% -0.1% 0.1% 0.1% 0.1% -0.1% 0.1%
due to sensitivity)

There is no change in the method of valuation for the prior period. For change in assumptions refer assumptions table above.
B. Effect of Plan on Group's Future Cash Flows
i) Funding arrangements and Funding Policy
The scheme is managed on funded basis.
i) Expected Contribution during the next annual reporting period
(in million)
Particulars For the period ended For the year ended
June 30, | June 30, | March31, | March31, | March 31,
2021 2020 2024 2020 2019
The Group's best estimate of Contribution during the next year 29.38 40.44 28.77 44.29 26.29
Maturity Profile of Defined Benefit Obligation
Particulars For the period ended For the year ended
June 30, | June 30, | March 31, March 31, | March 31,
2021 2020 2024 2020 2019
Weighted average duration 70 years | 10 years 10 years TO years | 10 years
Expected cash flows over the next (valued on undiscounted basi
(Zin million)
Particulars For the period ended For the year ended
June 30, | June 30, | March31, | March31, | March 31,
2024 2020 2021 2020 2019

Tyear 16.32 17.13 16.93 18.04 13.81

2to 5 years 108.03 65.32 80.08 68.72 57.51

6 to 10 years 119.72 | __ 134.55 145.38 127.10 117.06

More than 10 years 332.02 |__ 327.14 358.25 351.19 292.45

 

 

 

 

 

 

 

 

The estimate of future salary increases, considered in the actuarial valuation, takes into account inflation, seniority, promotion, and other relevant factors. The above
information is certified by the actuary based on assumptions provided by the Group.

244

 

 
 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

30. Disclosure in respect of Related Party pursuant to Indian Accounting Standard (Ind AS) 24:

a. List of Related Parties:

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

‘A_| Parent of the Entity having Joint Controt F_| The entities in respect of which Funds are managed by the Group
‘Grasim Industries Limited India Advantage Fund Limited
B | Entity having Joint Control International Opportunities Fund SPC
‘Aditya Birla Capital Limited (ABCL) Global Clean Energy Fund (wound up on March 31, 2020)
‘Sun Life (India) AMC Investments Inc., Canada New Horizon Fund SPC
| Subsidiaries G | Directors and Key Management Personnel
‘Aditya Birla Sun Life AMC (Mauritius) Limited Kumar Mangalam Birla (Non-Executive Director)
‘Aditya Birla Sun Life AMC Pte. Limited, Singapore ‘Ajay Srinivasan (Non-Executive Director)
‘Aditya Birla Sun Life Asset Management Company Limited, DIFC, ‘A. Balasubramanian (Managing Director and Chief Executive Officer from July 25,
Dubai 2019)
D__| Other Related Party ‘Sandeep Asthana (Non-Executive Director)
Sun Life Global investments (Canada) Inc Colm Freyne (Non-Executive Director)
‘Aditya Birla Management Corporation Private Limited Bobby Parikh (independent Director)
Idea Cellular Limited (Up to 30 August 2078) Bharat Patel (Independent Director
Green Oak India Investment Advisors Private Limited ‘Alka Bharucha (Independent Director)
‘Aditya Birla Capital Foundation Harish Engineer (Independent Director from June 21, 2019)
E_| Fellow Sul ies of Entity having Joint Control Navin Puri (Independent Director from September 04, 2019)

   

 

Aditya Birla Health Insurance Company Limited

Pankaj Razdan (Non-Executive up to July 08,2019)

 

‘Aditya Birla Sun Life Insurance Company Limited

NN. Jambusaria (Independent Director up to August 24, 2019)

 

Aditya Birla Sun Life Trustee Private Limited

N.C. Singhal (Independent Director up to August 24, 2019)

 

‘Aditya Birla Money Mart Limited

R. Vaidyanathan (Independent Director up to August 24, 2079)

 

Aditya Birla Finance Limited

Claude Accum (Non-Executive Director up to February 24, 2020)

 

‘Aditya Birla Money Limited

‘Sushobhan Sarker (independent Director from September 04, 2019 up to April 06,
2021)

 

‘Aditya Birla Financial Shared Services Limited

 

‘Aditya Birla Insurance Brokers Limited

 

Aditya Birla Money Insurance Advisory Services Limited

 

Aditya Birla Commodities Broking Limited

 

Aditya Birla PE Advisors Private Limited

 

Aditya Birla ARC Limited

 

‘ABCAP Trustee Company Private Limited

 

‘Aditya Birla Sun Life Pension Management Limited

 

‘Aditya Birla Housing Finance Limited

 

‘ABCSL-Employee Welfare Trust

 

Aditya Birla Wellness Private Limited

 

‘ABNL Investment Limited

 

 

‘Aditya Birla Capital Technology Services Limited (formerly known as
Aditya Birla MyUniverse Services Limited)

 

 

 

Related Parties with whom the Group has entered into transactions during the period / year:

 

 

 

 

 

 

 

 

 

 

 

 

 

(in million)
Sr.No | Particulars For the period ended For the year ended
ii Bink June 30, | June 30, | March31, | March31, | March 31,

ie ‘ategory | 2021 2020 2021 2020 2019

1 | Income
Dividend Income
‘Aditya Birla Sun Life AMC (Mauritius) Limited* c “ - : - 53.12

2 | Expenses
Fees and commission
Aditya Birla Money Limited E 0.00" : - - -
‘Aditya Birla Finance Limited (Note 1) E 2.15 2.05 8.86 4.84 12.30
Aditya Birla Capital Technology Services Limited E : - - - 0.47
Contribution to Group Mediclaim/Insurance Premium/Gratuity
Aditya Birla Sun Life Insurance Company Limited E - - 37.05 41.80 38.97
Aditya Birla Health Insurance Company Limited E - 2.56 2.56 6.89 7.03
Business Promotion Expenses
Aliya Bia Sun Life Asset Managésride Coripany Lined DIFC é ne | seer 087 one. A408
Aditya Birla Sun Life AMC Pte Limited, Singapore" c 1.63 1.59 5.07 7.58 3.59
Aditya Birla Sun Life Insurance Company Limited (Note 2) E 2.65 90.90 99.14 69.26 71.64
Aditya Birla Health Insurance Company Limited (Note 3) E : > 0.19 0.27 26.85
Rent
Grasim Industries Limited A 1.59 1.94 877 9.17 9.20
Aditya Birla Capital Limited B - 1.51 3.52 6.04 1.51
Telephone and Internet
Idea Cellular Limited D = - - - 0.72
Advisory Services
GreenOak India Investment Advisors Private Limited D 2.89 2.98 17.48 8.41 :
Software & Technology Expenses
Aditya Birla Capital Technology Services Limited E 8.27 6.38 27.60 : :

 

 
 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

Sr.No | Particulars For the period ended For the year ended
we Category | June 30, | June 30, | March31, | March31, | March 31,
7 gory | 2021 2020 2021 2020 2019
Employee Benefit Expenses
Aditya Birla Wellness Private Limited z . . aay . .
3 | Reimbursements of Costs Paid
nara Bie Financial Shared Services Limited (Employee benefit, ie ee, 46 ee weer eee
Aditya Birla Financial Shared Services Limited (Other expenses) E 61.58 56.03 171.65 189.50 153.60
Aditya Birla Finance Limited (Employee benefit expenses) E 0.41 0.04 0.49 0.30 0.87
‘Aditya Birla Finance Limited (Rent) E 0.22 - 0.43 861 8.70
Aditya Birla Finance Limited (Other expenses) E : - - - 0.19
Aditya Birla Sun Life Insurance Company Limited (Rent) E 0.16 0.04 0.33 0.12 0.18
Aditya Birla Sun Life Insurance Company Limited (Other expenses) E 0.26 - - 0.01 0.54
Aditya Birla Sun Life Insurance Company Limited (Employee E . . 188 £00: ong
benefit expenses)
Aditya Birla Capital Limited (Employee benefit expenses) B 53.45 58.38 225.09 328.04 462.30
‘Aditya Birla Capital Limited (Other expenses) B 12.94 13.00 56.25 70.25 66.69
Aditya Birla Health Insurance Company Limited (Employee benefit E . . 169 0.50 150
expenses)
Aditya Birla Housing Finance Limited (Rent) E 0.10 0.10 0.38 0.38 -
‘Aditya Birla Money Limited (Employee benefit expenses) E : - 0.75 - 0.02
‘Aditya Birla Management Corporation Private Limited (Employee
D * e 0.49 - 2.23
benefit expenses)
a Sols! Investments (Canada) Inc (Employee Benefit D 142 228 706 14.88 175
Aditya Birla Management Corporation Private Limited (Other 5 . . aa . .
Expenses)
Aditya Birla Sun Life Trustee Private Limited (Employee Benefit @ am . oie . .
Expenses)
Aditya Birla Capital Foundation (Other Expenses) 4 . . oi8a . .
4 | Reimbursements of Costs Received
Aditya Birla Finance Limited (Employee benefit expenses) E “ ont 0.22 - 0.48
‘Aditya Birla Finance Limited (Other expenses) E : - - 1.81 -
Aditya Birla Financial Shared Services Limited (Employee benefit iz . . . ate Gio
expenses)
Aditya Birla Sun Life Insurance Company Limited (Employee z oa . ao ame ied
benefit expenses)
Aditya Birla Sun Life Insurance Company Limited (Other expenses) E - - 0.08 0.02 0.02
Aditya Birla Health Insurance Company Limited (Employee benefit
E - : 1.27 - 0.06
expenses)
Aditya Birla Health Insurance Company Limited (Other expenses) E - - 0.04 0.04 8.52
Aditya Birla Housing Finance Limited (Employee benefit expenses) E : - - 0.06 0.03
Aditya Birla Capital Limited (Other expenses) B : - 0.02 0.02 14.14
Aditya Birla Money Limited (Employee benefit expenses) E : - - - 0.29
Idea Cellular Limited (Other expenses) D : - - - 0.08
Aditya Birla Insurance Brokers Limited (Employee benefit c - . one - .
expenses)
Aditya Birla Management Corporation Private Limited (Employee DB ans . as oes .
benefit expenses)
Grasim Industries Limited (Other expenses) A “ - 0.30 - :
‘Aditya Birla Housing Finance Limited (Rent) E 0.09 - 0.13 - :
Aditya Birla ARC Limited (Employee benefit expenses) E : - - on .
Aditya Birla Finance Limited (Rent) E 0.19 - 0.41 - :
Aditya Birla Money Insurance Advisory Services Limited (Rent) E 0.04 - . : :
Aditya Birla Sun Life AMC Ltd, Dubai(Employee benefit expense) c 0.85 - - : -
Aditya Birla Sun Life AMC Pte Ltd, Singapore(Employee benefit c 0.62 : - -
expense) .
Aditya Birla Sun Life AMC Mauritius Ltd, (Employee benefit c 0.05 : - -
expense)
5 _ | Managerial Remuneration
Managing Director and Chief Executive Officer (Note 4) G 24.19 9.37 55.03 60.55 189.14
6 _ | Director's Sitting Fees
Director's Sitting Fees paid G 1.00 0.46 2.18 2.29 274
7 | Interim Dividend Paid
Aditya Birla Capital Limited B 369.86 - 714.02 1,683.00 1,530.00
‘Sun Life (India) AMC Investments Inc B 345.74 » 686.02 1,617.00 1,470.00
Kumar Mangalam Birla G 0.00" » 0.00" 0.00" 0.00"
8 | CSR Contribution
Aditya Birla Capital Foundation D “ - 106.20 - :
9 | Purchase of Fixed Assets
Aditya Birla Management Corporation Private Limited D “ - 0.91 : :
Aditya Birla Financial Shared Services Limited E “ - - - 1.03
‘Aditya Birla Finance Limited E - - - - 4.14
Aditya Birla Health Insurance Company Limited E - - 0.64 - -

 

246

 
 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr.No | Particulars For the period ended For the year ended
we Category | June 30, | June 30, | March31, | March31, | March 31,
7 ‘gory | 2024 2020 2021 2020 2019
10 | Sale of Fixed Assets
Aditya Birla Health Insurance Company Limited E : » 1.00 : :
Aditya Birla Management Corporation Private Limited D : » 0.93 : .
Aditya Birla Financial Shared Services Limited E . . - - *
Aditya Birla Sun Life Insurance Company Limited E 2.53 0.01 *
11 | Software Development (CWIP/Capitalised - Intangible)
Aditya Birla Capital Technology Services Limited E “ 231 9.35 - :
12 | Deposit Paid
Grasim Industries Limited A : - - - 0.95
Aditya Birla Capital Limited B - - - - 2.52
Refund of Security Deposit Received
13 | Aditya Birla Capital Limited 5 = = aab2) = .
“figures are below rounding off norms
c. Outstanding Balances as at: (Zin million)
5 ‘As at
No. Particulars: Category [June 30, ] June 30, | March31, | March31, | March 31,
2021 2020 2021 2020 2019
1 | Payable
Aditya Birla Sun Life AMC Pte Lid, Singapore (Trade Payable)" C (1.10) (2.88) (0.08) (1.26) (1.16)
Aditya Birla Sun Life Asset Management Company Limited, DIFC,
Dubai (Trade Payabley™ ¢ (29.17) | (34.33) (28.52) (9.46) (19.21)
Aditya Birla Finance Limited (Trade Payable) E (0.03) : (0.02) - (1.19)
Aditya Birla Financial Shared Services Limited (Trade Payable) E (21.76) | (39.68) (32.30) (45.33) (25.03)
Aditya Birla Sun Life Insurance Company Limited (Trade Payable) E (0.14) (0.04) (0.18) (0.02) :
Aditya Birla Capital Limited (Trade Payable) B (29.38) | (27.90) (20.90) (36.26) (10.34)
Aditya Birla Capital Technology Services Limited (Trade Payable) E (2.26) (8.58) (2.45) : :
Grasim Industries Limited (Trade Payable) A (0.17) (0.84) . (0.71) (0.08)
Aditya Birla Money Limited (Trade Payable) E (0.01) - : : (0.02)
Aditya Birla Housing Finance Limited (Trade Payable) E - (0.12) : (0.03) :
‘Sun Life Global Investments (Canada) Inc (Trade Payable) D (4.91) (2.25) (3.39) (6.41) -
Asai Management Corporation Private Limited (Trade DB (047) . (047) - .
Garces India Investment Advisors Private Limited (Trade B . (130) (268) . .
Aditya Birla Wellness Private Limited (Trade Payable) E 7 a (0.07) ‘ =
Aditya Birla Sun Life Trustee Private Limited (Trade Payable) E & (0.42) a 7
2 | Receivable
Aditya Birla Financial Shared Services Limited (Prepaid Expenses) E 17.74 17.36 2.34 4.01 3.30
Grasim Industries Limited (Deposit) A TAB 7.13 713 713 7A3
Aditya Birla Sun Life Insurance Company Limited (Receivables) E * “ - = 0.02
Aditya Birla Capital Limited (Deposit) B “ 2.52 - 2.52 2.52
Aditya Birla Health Insurance Company Limited (Receivables) E ns - 0.20 0.04 0.05
Aditya Birla Finance Limited (Receivables) E - 0.07 : 1.58 :
‘Aditya Birla Management Corporation Private Limited b . re . oa .
(Receivables)
Aditya Birla Capital Technology Services Limited (Prepaid
E 1.13 : 0.16 : .
Expenses)
Grasim Industries Limited (Loans & Advances) A - : 0.08 = :
Aditya Birla Housing Finance Limited (Receivables) E 0.05 : 0.08 - -
‘Aditya Birla Money Insurance Advisory Services Limited z oa
(Receivables) 5 oe % s : s

 

Aditya Birla Sun Life AMC (Mauritius) Limited (Receivables)

 

 

 

 

 

 

 

Related parties are as identified by the Company and relied upon by the Auditors

"These tables contain the intercompany transactions which got eliminated in the consolidated financial statement. Such information has been shown separately in
compliance with SEBI (ICDR) guidelines.

All the above figures are inclusive of GST wherever applicable.
Note 1 - Total Amount paid for the period/year ended June 30, 2021, June 30, 2020, March 31, 2021, March 31, 2020 and March 31, 2019 is Rs. 2.15, Rs. 2.05, Rs.
8.86 million, Rs 4.84 million and Rs 12.30 million respectively, out of which Rs. Nil, Rs, Nil, Rs. Nil, Rs. 2.95 million and Rs. 10.30 million is debited to profit and loss
during the year and balance amortised.

Note 2 - Total Amount paid for the period ended June 30, 2021 and June 30, 2020 is Rs, 2.64 million and Rs. 90.09 million respectively, out of which Rs. 1.06 million
and Rs. 10.89 million respectively debited to profit and loss during the period and balance amortised. Total Amount paid for the year ended March 31, 2021, March 31,
2020 and March 31, 2019 is Rs. 99.14 million, 69.26 million and 71.64 million respectively, out of which Rs. 84.47 million, Rs. 59.03 million and Rs. 54.53 million
respectively debited to profit and loss during the year and balance amortised.

Note 3 - Total Amount paid for the year ended March 31, 2021, March 31, 2020, and March 31, 2019 is Rs. 0.19 million, Rs 0.27 million and Rs. 26.85 million respectively,
out of which Rs. Nil, Rs. Nil, and Rs. 17.09 million debited to profit and loss during the year and balance amortised.

247

 
31.

32.

 

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Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

 

 

 

 

 

 

 

 

Note 4 - Managerial Remuneration: (Cin million)

Particulars For the period ended For the year ended
Tune 30, | June 30, | March 31, | March 31, | March 31,
2021 2020 2021 2020 2019

7) Shori term employment benefits
a) Gross Salary 348 332 53.96 34.11 38.32
») Value of perquisites us 17(2) Income-tax Act, 1961 105 1.05 1.07 0.02 0.02
2) Share-based payments by the Company 14.65 F : =
3) Other long term employment benefits = = = 642 730.80
Total Remuneration 24.18 9.37 35.03, 60.55 189.14

 

 

 

 

 

 

 

Expenses towards gratuity and leave encashment provisions are determined actuarially on an overall basis at the end of each period/year and accordingly have not been

considered in the above information

Ear

 

jings Per Share

 

Earnings per Share (EPS) is calculated as under:

For the period ended

For the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, March 31, ] March 31, | March 34,
dunese:2024 2020 2021 2020 2019
Net Profit After Tax before Other Comprehensive Income as per B 1549.44 973.51 5,262.80 4,944.02 4,467.99
Restated Consolidated Statement of Profit and Loss (& in million)
Weighted average number of basic equity shares after split of 5 3,60,00,000 | 3,60,00,000 | 3,60,00,000 | 3,60,00,000 | 3,60,00,000
shares into & 5 each (refer note 17)
Bonus shares issued (refer note 17) c 25,20,00,000 | 25,20,00,000 | 25,20,00,000 | ~25,20,00,000 | ~25,20,00,000
Number of equily shares considered for computation of Basic 28,80,00,000 | 28,80,00,000 | 28,80,00,000 | ~28,80,00,000 | ~28,80,00,000
EPS (B+C)
‘Ada: Dilulive impact of Employee stock options E 818,416 2 = a
Number of equily shares considered for computation of Diluted F 28,88,16,416 | 28,80,00,000 | 28,80,00,000 |” 28,80,00,000 | “28,80,00,000
EPS (D+)
Basic Earnings Per Share (@) AD 538 338 18.27 TAT 1551
(Not Annualised for period ended June 30, 2021 and June 31,
2020)
Diluted Earnings Per Share (®) AF 536 338 18.27 TAT 1551
(Not Annualised for period ended June 30, 2021 and June 31,
2020)
‘Nominal Value of Shares (®) 5 5 5 5 3
‘The impact of split of shares and issue of bonus shares are retrospectively considered for the computation of EPS as per the requirement of IND AS 33
Disclosure pursuant to Schedule Ill for consolidated financial statements:
For the period ended June 30, 2021: - (€in million)
Particulars Net Assets Share in Profit or Loss ‘Share in OC} ‘Share in Total Comprehensive
Income
%or “Amount Tot “Amount Tot %of Consolidated | Amount
Consolidated Consolidated Consolidate | Amount Total
Net Assets Profit and doci Comprehensive
Loss Income
Parent
‘Aditya Birla Sun Life AMG 100.7 | 16,159.68 9769 | 1513.66 700.00 | 15.06 ort | 1828.72
Limited
‘Subsidiaries
Indian
NA,
Foreign
‘Aditya Birla Sun Life AMC 050 89.97 007 113 a 007 113
(Mauritius) Limited, Mauritius
‘Aditya Birla Sun Life Asset 216 303.22 215 3326 213 33.26
Management Company Pte.
Limited, Singapore
‘Aditya Birla Sun Life Asset 038 68.90 008 aT = - 0.08 a7
Management Company Limited.
DIFC, Dubai
Non-Controliing : : a - :
Interest
Eliminations/ Consolidation 3.83) (690.20) 007 022 = 3 0.01 022
Adjustments
Total 100.00 | 18,021.57 400.00 [4,549.44 100.00 | 45.06 400.00 | 4,564.50

 

 

 

 

 

 

 

 

 

 

248

 

 

 
 

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Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period ended June 30, 2020: - (8 in million)
Particulars Net Assets Share in Profit or Loss ‘Share in OCI Share in Total Comprehensive
Income
% of “Amount % of “Amount % of % of Consolidated | Amount
Consolidated Consolidated Consolidate | Amount Total
Net Assets Profit and doci Comprehensive
Loss Income
Parent
‘Aditya Birla Sun Life AMG 102.05 | 14,447.27 100.37 o77.44 700 [1434 100.37 991.48
Limited
Indian’
NA
Foreign
‘Aditya Birla Sun Life AMG O61 86.07 O13 724 = = O13 724
(Mauritius) Limited, Mauritius
‘Aditya Birla Sun Life Asset 175 24733 (59) 673) (059) (673)
Management Company Pte. - -
Limited, Singapore
‘Aditya Birla Sun Life Asset 0.47 66.17 010 0.98 0.10 0.98
Management Company Limited, - -
DIFC, Dubai
Non-Controlling = - = = = - - a
Interest
Eliminations/ Consolidation (488) (690.20) OD) (O12) = 01 (12)
Adjustments
Total 100.00 | 14,156.58 100.00 973.51 100.00 |__ 14.34 100.00, 987.85
For the year ended March 31, 2021: - (in milion)
Particulars Net Assets Share in Profit or Loss Share in OCT Share in Total
Comprehensive Income
‘of “Amount % of “Amount % of “Amount % of “Amount
Consolidate Consolidate Consolidate Consolidate
d Net Assets d Profit and doci d Total
Loss Comprehen
sive Income
Parent
Aditya Birla Sun Life AMC Limited 707.09 |__ 17,231.76 98.02 5,158.37 700 464 98.02 5173.01
Indian’
NA
Foreign
‘Aditya Birla Sun Life AMG O5t 87.38 0.10 5a2 = 0.10 a2
(Mauritius) Limited, Mauritius
‘Aditya Birla Sun Life Asset 2.06 350.56 82 96.20 = = 782 96.20
Management Company Pte.
Limited, Singapore
‘Aditya Birla Sun Life Asset 0.39 66.61 0.07 360 = = 0.07 360
Management Company Limited,
DIFC, Dubai
Non-Controlling = = = = - = - =
Interest
Eliminations/ Consolidation (4.05) (690.20) (07 (0.63) = (07 (0.69)
Adjustments
Total 100.00 | 17,046.13 700.00 5,262.80 700.00, 14.64 100.00 521744

 

 

 

 

 

 

 

 

249
33,

 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31, 2020: - (in million)
Particulars Net Assets Share in Profit or Loss ‘Share in OCI Share in Total
Comprehensive Income
‘ot “Amount % of “Amount % of “Amount % of “Amount
Consolidate Consolidate Consolidated Consolidated
d Net Profit and oct Total
Assets Loss Comprehensi
ve Income.
Parent
Aditya Birla Sun Life AMC Limited 102.22 | 13,460.77 98.29 [4,859.01 700.00, (66) 98.28 4,857.36
Indian’
NA
Foreign
‘Aditya Birla Sun Life AMG
(Mauritius) Limited, Mauritius 0.64 84.87 0.29 14.15 - = 0.29 14.15
‘Aditya Birla Sun Life Asset
Management Company Pte. 1.88 248.12 0.28 14.05 - - 0.28 14.05
Limited, Singapore
‘Aditya Birla Sun Life Asset
Management Company Limited, 0.49 65.17 0.08 4.09 - - 0.08 4.09
DIFC, Dubai
Non-Controlling
Interest = : - : - - - -
Eliminations/ Consolidation
Adjustments (5.23) (690.20) 1.06 52.72 - = 1.07 52.71
Total 400.00 [13,168.73 700.00 [4,944.02 100.00 (7.66) 700.00 4,942.36
For the year ended March 31, 2019: -
(in million)
Particulars Net Assets ‘Share in Profit or Loss ‘Share in OCI ‘Share in Total
Comprehensive Income
of “Amount % of “Amount of “Amount % of “Amount
Consolidate Consolidate Consolidated Consolidated
d Net Profit and oct Total
Assets Loss Comprehensi
ve Income.
Parent
‘Aditya Birla Sun Life AMC Limited 703.26 | 72,603.67 700.30 [4487.28 700.00 71.08 700-30 4492.36
‘Subsidiaries
Indian
NA
Foreign
‘Aditya Birla Sun Life AMG
(Mauritius) Limited, Mauritius 0.52 63.88 0.59 26.50 - = 0.59 26.50
‘Aditya Birla Sun Life AMC Pte.
Limited, Singapore 1.84 224.96 0.19 8.55 : - 0.19 8.55
‘Aditya Birla Sun Life Asset
Management Company Limited, 0.45 55.65 0.10 443 - - 0.10 4.43
DIEC, Dubai
Non-Controlling
Interest : : - : : : - =
Eliminations/ Consolidation
Adjustments (6.07) (742.51) (1.18) (52.77) - - (1.18) 52.77)
Total 700.00 | 12,205.65 700.00 | 4,467.99 100.00, 77.08 700.00 4,479.07

 

 

 

 

 

 

 

 

 

 

 

Segment information

The CEO of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108 - "Operating Segments". The CODM evaluates
the Group's performance and allocates resources. The Group's operations predominantly relate to providing asset management services, portfolio management and
other advisory services. In the opinion of the CODM and Management, the risks and rewards attached to the business are similar in nature. Hence the separate Segment
under Ind AS 108 on “Operating Segments" is not required to be reported as the Group's business is restricted to single Operating Segment i.e., Asset Management

Services.

There is only one customer contributing in excess of 10% of the Group's total revenue in the following periods:

 

 

 

(in million)
Particulars For the period ended For the year ended
June 30, ] June 30, | March31, | March31, | March 31,
2021 2020 2021 2020 2019
Revenue from Aditya Birla Sun Life Mutual Fund 2,840.61 | 2,019.23 9,909.84 | 10,702.29 | 12,076.46

 

 

 

 

 

 

 

250

 
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Annexure VI: Notes to Accounts formi

 

ig part of the Restated Consolidated Ind AS Summary Financial Information

 

Geographic Information:

Particulars

In India

(in million)

 

For the period ended

For the year ended

 

 

 

June 30, | June 30, | March31, | March31, | March 31,
2021 2020 2021 2020 2019
Revenue by location of customers 2,951.58 [2,148.49 [10,406.85 [11,396.58 [13,052.26

 

(in million)

 

Particulars

Outside India

 

For the period ended

For the year ended

 

 

 

 

 

June 30, | June 30, | March31, | March31, | March 31,
2021 2020 2021 2020 2019
Revenue by location of customers 111.55 65.33 382.84 297.54 329.11
Tess: Eliminations (1.44) | (26.58) (110.62) (97.42) (193.62)
Net Revenue 80.11 38.75 272.22 200.12 215.49
(in million)

 

Particulars

For the period ended

For the year ended

 

 

 

 

 

 

 

June 30, | June 30, | March31, | March31, | March3t,
2021 2020 2021 2020 2019
Total (In India + In Outside) 3,031.69 | 2,187.24 | 10,679.07

 

19,886:70 13,267.74

 

 

iy
The gross amount required to be spent by the Group towards Corporate Social Responsibility as per Sec 135 (5) of the Companies Act, 2013 was Rs. 28.57 million for
the period ended June 20, 2021 (June 30, 2020 Rs. 26.55 million) and Rs. 106.29 million for the year ended March 31, 2021 (March 31, 2020 Rs. 86.90 million and

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019 Rs. 69.91 milion). (8 in million)
No. | Particulars For the For the For the For the year For the year
period ended | periodended | year ended ended ended
June 30,2021 | June 30,2020 | March 31,2021 | March 31,2020 | March 31,2019
7 | Gross amount required to be spent by the Company 28.57 26.55 106.29 86.90 69.91
during the year (under Section 135 of the Companies
Act, 2013)
2 _ | Amount of expenditure incurred = = 106.29 86.90 69.90
3__| Shortfall at the end of the periodiyear = = = = 0.01
4_| Total of previous years shortfall = = = = =
5 | Reason for shortfall - = = = | Unspent CSR
amounts to
Rs.9,993/- (in
absolute) which
is immaterial.
6 __| Nature of CSR aotivities
-Construction/acquisition of assets = 61.40 5.00 O17
-On purpose other than (i) above : = 44.89 81.90 6o.73
“Amount yet to be spentipaid 28.57 26.55 = =
Details of Related party transactions
~ Aditya Birla Capital Foundation NA NA 706.20 NA NA

 

9 | Liability incurred by entering into contractual
obligations

 

 

 

 

 

 

 

 

 

Capital Management

For the purpose of the Group's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders
of the Company. The primary objective of the Group's capital management is to maximise the shareholder value.

‘The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain

or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

No changes were made in the objectives, policies, or processes for managing capital during the period ended June 30, 2021 and June 30, 2020, and year ended March

31, 2021, March 31, 2020 and March 31, 2019.

251

 
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Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

Fair Values of Financial Instruments

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(&in milion)
Particulars Carrying Amount Fair Value
: Total ;
As at June 30, 2021 FVTPL Beet} Carrying Level 1 Level 2 Level 3 ‘Fetal Fale
Cost Value
amount

Financial Assets
thvestments in
Mutual Funds 17,370.52 17,370.32 17,370.32, 3 = | 17,370.32
Alternative Investment Funds 108.32 108.32 9.43 : 98.89 108.32
Debt Securities s 1,034.07 1,034.07 1,095.19 = =| _1096.19
Equity Instruments 7.97 7.97 - : 7.97 7.97
Cash and cash equivalents 2 520.18 520.13 , 3 7 .
Bank balances other than those mentioned above z 3.11 ant : 2 .
Trade receivables = 256.89 256.89 - - : =
Loans : 027 027 - - : 7
Other financial assets : 127.31 127.31 2 : 2 :
Total Financial Assets 17,486.61 1941.78 19,428.39 18,474.94 : 106.86 | 18,581.60
Financial Liabilities
Trade Payables : 421.28 421.28 ; 7 = :
Lease Liabilities : 569.72 569.72 = 2 - 5
Others Financial Liabilities Z 451.80 451.80 ; 3 : :
Total Financial Liabilities : 1,442.80 1,442.80 2 7 = :

(in milion)
Particulars Carrying Amount Fair Value

; Total ;
As at June 30, 2020 FVTPL Amortieed Carrying Level 1 Level 2 Level3 | Total Fair
Cost Value
amount

Financial Assets
thvestments in
‘Mutual Funds 72,846.76 12,846.76 12,846.77 : = [12,846.77
Alternative Investment Funds 209.29 = 209.29 102.70 7 706.59 209.29
Debt Securities - 7,084.06 7,034.06 7,026.80 E = | 1,026.80
Equity Instruments 7.04 7.04 - . Bi 7
Cash and cash equivalents “ 437.91 iii * - - i
Bank balances other than those mentioned above “ 2.94 294 * - - :
Trade receivables : 242.47 242.47 - - - .
Toans = 085 085
Other financial assets z 740.2 740.24 : = = =
Total Financial Assets 73,063.09 7,858.44 14,921.53, 13,976.27 z 113.63 | 14,089.90
Financial Li
Trade Payables 7 517.40 517.40 - - - -
Lease Liabilities - 739.02 ioe - - - -
Others Financial Liabilities - 544.06 544.06 - . - -
Total Financial Liabilities - 1,800.48 1,800.48 2 2 : ;

 

252

 
 

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Annexure VI: Notes to Accounts formi

 

ig part of the Restated Consolidated Ind AS Summary Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in milion)
Particulars Carrying Amount Fair Value
' Total ;
‘As at March 31, 2021 FVTPL Amortized Carrying Level 1 Level 2 Lever3 | Total Fair
Cost Value
amount

Financial Assets
Investments in
Mutual Funds T6.112.66 : T6126 TETT26E = =~ 7e11266
‘Alternative investment Funds 108.33 E 108.33 9.44 = 98.89 708.33
Debt Securities = 7,033.56 7,033.56 7,069.54 = = |__1.069.54
Equity Instruments 7.97 = 7.97, 3 5 7.37 7.97,
Cash and cash equivalents . 565.31 565.31 . . = -
Bank balances other than those mentioned above ; 307 307 . ; = .
Trade receivables ; 309 54 4309.54 . ; : .
tates - 0.32 0.32 7 - 2 :
Other financial assets . 191.87 to1.87 . . - .
‘Total Financial Assets 16,226.98 2103.67 76,332.65 17,197.66 5 10686 | 17,208.52
Financial Li
Trade Payables . aa _ . . : .
Lease Liabilities i eae ee . ; = .
Others Financial Liabilities i eet ee . i = .
Total Financial Liabil . 4,433.12 4,433.12 . i 2 .

(&in milion)
Particulars Carrying Amount Fair Value

Total
As at March 31, 2020 Amortised | Carrying Total Fair
FVTPL Cost amount Level 1 Level2 | Level 3 Value

Financial Assets
Investments in
Mutual Funds 12,381.98 5 12,381.98 12,381.98 : - | 12,381.98
Alternative Investment Funds 232.98 z 232.98 119.39 z 113.59 232.98
Debt Securities : 11.58 11.58 12.04 a : 12.04
Equity Instruments 7.04 - 7.04 7 7.04 7.04
Cash and cash equivalents : 466.05 466.05 E : - :
Bank balances other than those mentioned above - 2.89 2.89 : - - -
Trade receivables - 404.64 404.64 : - - -
Loans : 1.25 1.25 : : : :
Other financial assets : 129.28 129.28 : 7 : :
Total Financial Assets 42,622.00 1,015.69 43,637.69, 12,513.41 3 120.63 | 12,634.04
Financial Li
Trade Payables 474.04 474.04 E 2 : -
Lease Liabilities z 620.84 620.84 “ c 2 :
Others Financial Liabilities 2 469.38 469.38 “ x : :
Total Financial Li z 1,564.26 1,564.26 “ « : :

  

 

 

 

 

 

 

 

 

253

 
37.

 

Aditya Birla Sun Life AMC Limited

 

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Informat

 

 

 

Particulars Carrying Amount Fair Value
Total
As at March 31, 2019 Amortised Carrying Total Fair
EVTPL Cost amount Level 4 Level 2 Level 3 Value

 

Financial Assets

 

Investments in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds 14,127.26 - 14,127.26 11,127.26 - =| 11,127.26
Alternative Investment Funds 241.28 - 241.28 175.48 : 65.80 241.28
Debt Securities - 11.58 14.58 12.14 : : 12.14
Equity instruments 0.54 - 0.54 - : 0.54 0.54
Cash and cash equivalents - 382.24 382.24 ¥ z = w
Bank balances other than those mentioned above - 2.73 273 # 2 8 e
Trade receivables = 256.77 256.77 2 2 8 =
Loans - 0.69 0.69 2 5 : e
Other financial assets - 284.55 284.55 2 5 : e
Total Financial Assets 11,369.08 938.56 12,307.64 11,314.88 : 66.34 | 11,381.22
Financial Liabi
(@in milion)

Trade Payables - 755.22 755.22 = - - =
Lease Liabilities : 718.69 718.69 8 a if
Others Financial Liabilities = 535.96 535.96 s 5 - S

 

 

Total Financial Liabil : 2,009.87 2,009.87 : é 3 a

 

 

 

 

 

 

 

 

 

 

The management assessed that cash and cash equivalents, trade receivables, other financial assets, trade payables, lease liabilities and other financial liabilities
approximate their carrying amounts largely due to the short-term maturities of these instruments. Accordingly, fair value hierarchy for these financial instruments have
not been presented above.

Valuation techniques used to determine fair value: -

- Mutual Funds: - Net Asset Value (NAV) declared by the mutual fund at which units are issued or redeemed

- Alternative Investment Funds: - Net Asset Value (NAV) provided by issuer fund which is arrived at based on valuation from independent valuer for unlisted
portfolio companies, quoted price of listed portfolio companies and price of recent investments

- Debt Securities: - Fair value of debt securities which are actively traded bonds, is derived on the basis of quoted price available on the National Stock
Exchange

- Equity instruments: - Discounted cash flow based on present value of the expected future economic benefit

In order to assess Level 3 valuations as per Group's investment policy, the management reviews the performance of the investee companies (including unlisted portfolio
companies of venture capital funds and alternative investment funds) on a regular basis by tracking their latest available financial statements / financial information,
valuation report of independent valuers, recent transaction results etc. which are considered in valuation process.

 

Fair value reconciliation for Level 3 instruments:

The following table shows reconciliation from opening to closing balances for Level 3 assets

 

 

 

 

 

 

 

(in milion)

For the period ended For the year ended

June 30, | June 30, | March31, | March31, | March 31,
Particulars 2024 2020 2021 2020 2019
Opening Balance 106.86 120.63 120.63, 66.34 26.13
Net gain’ (loss) recognised in Profit & Loss = = (14.70) (7.00) =
Purchases of financial instrument : = 0.93 76.50 40.24
‘Sales of financial instruments 5 = = 5.21) =
Closing Balance 106.86 120.63 106.86 120.63 66.34

 

 

 

 

 

 

 

 

Financial Risk Management Objectives and Policies

The Group's principal financial liabilities comprise trade and other payables. The Group's principal financial assets include trade and other receivables, and cash and
cash equivalents that derive directly from its operations. The Group also holds investments in mutual fund units, debt and equity instruments.

The Group is exposed to market risk, credit risk and liquidity risk. The Group's senior management oversees the management of these risks. The Group's financial risk
management is an integral part of how to plan and execute its business strategies. The Group's financial risk management policy is set by Risk Management Committee.
and the auditors have relied on the same. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

A. Market Risk

Market risk is the risk of loss of future earnings, fair values or future cash flows related to financial instrument that may result from adverse changes in market rates and
prices (such as foreign exchange rates, interest rates, other prices). The Company is exposed to market risk primarily related to interest rate risk and price risk.

254
 

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Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Informat

 

 

Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The sensitivity of the

portfolio towards the interest rate is mentioned in the table below

 

Sensi
The following table demonstrates the sensitivity to’

+ Interest Rate Risk is basis impact on debt portfolios for 1% change in interest rates.

+ Hybrid funds considered at 100% as a conservative basis for assessing interest rate impact on portfolio. (which form approximately 1% of the entire portfolio of schemes)

Impact on profit and loss:

 

 

 

 

 

 

 

 

 

 

(in million)
Particulars ‘As at

June 30, | June 30, | March 31, | March31, | March 31,

2021 2020 2021 2020 2019

Interest Rate Risk — (Impact of 1% increase in interest rate) 140% TIT% 1.60% 155% 127%
Effect on Profit and Loss (167.66) | (211.74) | (244.89) (187.07) (136.04)
interest Rate Risk — (Impact of 1% decrease in interest rate) 140% 177% 160% 155% 127%
Effect on Profit and Loss 167.66 21174 244.89 187.07 136.04

 

 

 

 

  

i

 

Foreign Currency Risk

The Group has insignificant amount of foreign currency denominated assets and liabilities. Accordingly, there is no significant exposure to currency risk,

 

(iii) Price Risk

Price risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market prices and related market variables including interest rate for
investments in debt oriented mutual funds and debt securities, caused by factors specific to an individual investment, its issuer and market.

 

The Group's exposure to price risk arises from investments in Ui
through Profit and Loss and is as follows:

of mutual funds, alternative investment funds which are classified as financial asset at Fair Value

 

 

 

(@ in million)
Particulars AS At
June 30, ] June 30, | March34, | March31, | March 31,
2021 2020 2021 2020 2019
Investment exposure to price risk 77,478.64 | 13,056.05 | 16,221.07 12,614.96 |_11,368.54

 

 

 

 

 

The table below sets out the effect on profit or loss and equity due to reasonable possible weal

ening / strengthening in prices! market value by 5%

  

(in million)

 

Parliculars

For the period ended

For the year ended

 

 

 

 

 

 

 

 

 

June 30, | June 30, | March31, | March3i, | March 31,
2024 2020 2021 2020 2019

Effect on Profit and Loss

‘3% increase in prices 873.93 652.80 817.05 630.75 568.43,

5% decrease in prices (873.93) | _ (652.80) (617.05) (630.75) (668.43)

 

 

B. Credit Risk

Credit Risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group's has clearly
defined policies to mitigate counterparty risks. Cash and liquid investments are held primarily in mutual funds and banks with good credit ratings. Defined limits are in

place for exposure to individual counterparties in case of mutual fund houses and banks.

Customer credit risk is managed by each business unit subject to the Group's established policy, procedures and control relating to customer credit risk management.

Group has major receivable from mutual fund schemes.

Trade Receivables ageing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in milion)
Trade Receivables Neither past Past dues but not impaired Total
due nor
impaired <30days 30to60days | 61to90days | 91 to 120 days > 120 days
June 30, 2027 256.89 = = = = = 256.89,
June 30, 2020 2a2AT = = = = = 242.47
March 31, 2021 309.54 = = = = = 309.54
March 31, 2020 404.64 = = = = : 404.64
March 31, 2019, 198.21 = = = 5 58.56 256.77,
The carrying amounts of following financial assets represent the maximum credit risk exposure: (in million)
Particulars ‘As at
June 30, | June 30, | March31, ] March31, | March 31,
2021 2020 2021 2020 2019
Trade Receivables 256.89 242.47 309.54 404.64 256.7
Cash and cash equivalents 520.13 | 437.97 365.31 466.05 362.24
Bank balances other than those mentioned above ai 2.94 307 289 273
Loans 027 0.85 032 125 069
Other financial assets measured at amortised cost 7161.38 | 1,174.27 1225.43 140.86 296.13

 

 

 

 

 

 

 

 

255

 

 
 

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Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

 

Expected Credit Loss on Financial Assets

The Group continuously monitors all financial assets subject to ECLs. In order to determine whether an instrument is subject to 12 month ECL or life time ECL, the Group
assesses whether there has been a significant increase in credit risk or the asset has become credit impaired since initial recognition. For trade receivables, the Group
applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date. The Group has determined based on historical experience and expectations that the ECL on its trade receivables is insignificant and was
not recorded. The Group applies following quantitative and qualitative criteria to assess whether there is significant increase in credit risk or the asset has been credit
impaired:

- Historical trend of collection from counterparty

- Group's contractual rights with respect to recovery of dues from counterparty

- Credit rating of counterparty and any relevant information available in public domain

ECL is a probability weighted estimate of credit losses. It is measured as the present value of cash shortfalls (i.e, the difference between the cash flows due to the
Group in accordance with contract and the cash flows that the Company expects to receive)

‘The Group has following types of financial assets that are subject to the expected credit loss:
- Cash and cash equivalent

- Trade and other receivables

- Investment in debt securities measured at amortised cost

Trade and Other Receivables: -

Exposures to customers’ outstanding at the end of each reporting period are reviewed by the Group to determine incurred and expected credit losses. Historical trends
of collection from counterparties on timely basis reflects low level of credit risk. As the Group has a contractual right to such receivables as well as the control over
such funds due from customers, the Group does not estimate any credit risk in relation to such receivables.

 

Cash and Cash Equivalents:
The Group holds cash and cash equivalents and other bank balances as per note 3 and 4. The credit worthiness of such banks and financial institutions is evaluated by
the management on an ongoing basis and is considered to be high.

Investment in Debt Securities measured at amortised cost:

 

Funds are invested after taking into account parameters like safety, liquidity and post-tax returns etc. The Group avoids concentration of credit risk by spreading them
over several counterparties with good credit rating profile and sound financial position. The Group's exposure and credit ratings of its counterparties are monitored on an
ongoing basis.

 

Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations or at a reasonable price. The Group's Finance department is responsible
for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management.

 

Maturity profile of Financial li s
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in million)
‘As at June 30, 2021 Within 12 Months | After 12 Months Total
Trade Payables 421.28 = 424.28
Employee Dues 451.33 = 451.33
Payable for Capital Expenditure 0.47 = 0.47
Lease Liabilities 2a1.1T 412.64 653.81
7,114.25 412.64 7,526.89
‘As at June 30, 2020 Within 42 Months | After 12Months | Total
Trade Payables 517.40, = 517.40,
Employee Dues 541.76 = 541.76
Payable for Capital Expenditure 2.30 = 2.30
Lease Liabilities 251.46 635.62 887.08
7,312.92 635.62 7,948.54
‘As at March 31, 2024 12 Months | After 12 Months | Total
Trade Payables 373.87 = 373.87
Employee Dues 464.71 = 464.71
Payable for Capital Expenditure 1.40 = 1.40
Lease Liabilities 235.53 451.11 686.64
4,075.54 451.11 7,526.62
‘As at March 34, 2020 Within 12 Months [After 12 Months Total
Trade Payables 474.04 = 474.04
Employee Dues 446.62 = 446.62
Payable for Capital Expenditure 8.05 = 8.05
Payable to scheme. 14.71 = 14.74
Lease Liabilities 187.90 549.23, 737.43
7,131.32 549.23, 7,680.55
‘As at March 34, 2019 Within 12 Months | After 12 Months Total
Trade Payables 753.24 201 755.22
Employee Dues 508.33 25.18 533.51
Payable for Capital Expenditure 2.45 = 2.45
Lease Liabilities 232.05 662.42 994.47
7,496.04 689.61 2,185.65

 

 

 

 

256
38.

 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

Leases

The Group has lease contracts mainly for buildings used in its operations. Leases of building generally have lease terms between 1 and 10 years. There are several

lease contracts that include extension and termination options

On transition, the adoption of the new standard resulted in recognition of right-of-use asset of & 249.25 million and a lease liability of & 277.05 million. The cumulative
effect of applying the standard, amounting to & 11.43 million was debited to retained earnings and deferred tax asset of 2.88 million created on the same for 1* April
2017. The effect of this adoption is in significant on the operating profit, net profit for the period and earnings per share. In statement of profit and loss for the current
period, the nature of expenses in respect of operating leases has changed from lease rent in previous periods to depreciation cost for the ROU asset and finance cost
for interest accrued on lease liability. Ind AS 116 will result in an increase in cash in flows from operating activities and an increase in cash outflows from financing

activities on account of lease payments.

Following are the changes in the carrying value of right-of-use assets for the period / year ended:

(in million)

 

Category of ROU Asset (Leasehold premises)

 

 

 

 

 

 

 

 

June 30, | June 30, | March31, | March3i, | March3t,
Particulars 2021 2020 2021 2020 2019
Balance at the beginning 515.59 | 547.08 547.08 645,79 647.4
Less: Ind AS 116 transition adjustment = : = (1.78) =
Add New Lease Agreements 26.28 165.59 195.04 105.86 190.90
Less Deletion s * (17.81) = -
Less Depreciation (50.90) (52.88) (208.63) (203.68) (192.52)
Exchange difference on translating the financial statements of foreign subsidiaries 0.14 0.17 (0.04) 0.84 :
Balance at the end 491.11 659.91 515.59 547.03 645.79

 

 

Amounts recognised in profit and loss

{in million)

 

For the period e

nded

For the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘June 30, ] June 30, | March31, | March31, | March 31,
Particulars 2021 2020 2024 2020 2019
Depreciation and Amortisation Expenses
Depreciation expense on rightof-use assets 50.90 52.88 208.63, 203.68 192.52
Finance Cost
Interest expense on lease liabilities 73.49 75.01 3557 Baa 87.33
Other Income
Rent concession Cat) | (19.48) (65.39) :
Other Expense
Expense relating to short-term leases 063 142 408 2351 28.83

The following is the break-up of current and non-current lease liabilities: - (Ein million)

As at

June 30, | June 30, | March 31, | March31, | March 31,
Particulars 2024 2020 2021 2020 2019
Current Lease Liabilities 232.37 242.50 226.69 180.56 227.33
Non-Current Lease Liabilities 337.35 | 496.52 366.45 440.28 491.36
Total 569.72 | 739.02 593.14 620.84 718.69

The following is the movement in lease liabilities during the period / year: (Zin million)

For the period ended For the year ended

June 30, | June 30, | March31, | March31, | March 31,
Particulars 2024 2020 2021 2020 2019
Gpating Baiancd 593.14 620.84 620.84 718.69 70057
Less: Ind AS 116 transition adjustment. * * * (10.24) 5
‘Add New Lease Agreements 26.28 165.59 195.04 104.15 190.90
Less: Deletions = - (17.81) 5 “
Finance Cost accrued during the period / year 13.49 15.01 55.57 54.41 57.33
Less: Payment of Lease Liabilities (62.12) (43.08) (224.98) (246.97) (229.91)
Less: Rent concession (1.21) (19.48) 35.39) - #
Exchange difference on translating the financial statements of foreign subsidiaries 014 0.14 (0.13) 080 “
Closing Balance 569.72 | 739.02 593.14 620.84 718.69

The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis
As at
June 30, | June 30, | March

Particulars 2021 2020 | 34, 2021
Less than one year 2ais7 | 251.46 | 235.53
(One to Five years 366.58 | 538.51 394.66
More than Five years 46.06 97.11 56.45
Total 653.81 887.08 | 686.64

 

 

 

 

 

 

 

 

257

 

 
39.

 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

 

The group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabil
as and when they fall due.

All the future cash flows to which the lease is potentially exposed are reflected in the measurement of lease liabilities.
The difference between the future minimum lease rental commitments towards non-cancellable operating leases reported as at 31st March, 2017 compared to the

lease liability as accounted as at 1st April, 2017 is primarily due to inclusion of present value of the lease payments for the cancellable term of the leases, reduction
due to discounting of the lease liabilities as per the requirement of Ind AS 116 and exclusion of the commitments for the leases to which the Group has chosen to apply
the practical expedient as per the standard

The incremental borrowing rate applied to lease liabilities as at April 1, 2017 is between the range of 8.20% to 8.65% for a period varying from 1 to 10 years.

For statutory purpose, the incremental borrowing rate applied to lease liabilities as at April 1, 2019 is between the range of 8.00% to 8.50% for a period varying from 1
to 10 years

   

Maturity analysis of Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled (in million)
‘As at 30 June 2021 ‘As at 30 June 2020 As at31 March 2021 | Asat31March 2020 | As at 31 March 2019
sr. | Particulars Note -
No. Within 12 | after12 | within12 | after12 | within12 | After 12 After 12 | Within 12 | After 12
months | months | months | months | months | months | months | months | months | months
1 | assets
(1) | Financial Assets
(2) Cost andl cash ceulvalerts = 520.13 * 437.91 - 565.31 : 466.05 3 382.24
(0) Bank balances other than (a) ‘ .
above an 294 f 3.07 : 289 : 273 ‘
() Receivables .
() Trade receivables 5 256.89 | 2aear - | s09se - | doses - | 28677 -
{ylone 8 o27 : 0.85 s - 032 1.25 : 069
(2) insane % 16,188.33 | 233235 | 10,953.75 | 3,143.40 | 15,450.80 | 1,811.74 | 1070121 | 184237 | 8,725.35 | 2655.31
(0 Other tnancie sss 8 oso | 12651 s4a7 | 125.74 52.42 | 139.45 as7 | 12571 17459 | 109.96
Total Financial Assets
16.069.53 | 2458.86 | 11,65239 | 3269.14 | 16,361.14 | 1,951.51 | 1166961 | 1,968.08 | 9.54237 |_ 2,765.27
@) | Non-Financial Assets
(2) Current tax assets (net) -| ay .| see =| sees =| sree =| eau
(©) Property, plant and equipments | 9 | 10526 | te0.49 =| soos - | se064 =| oos24
(6) Rightot use assets % | 49nd - | 6sa.01 ~ | 518.89 “| 547.03 “| 64579
(4) Capital work-in-progress . 4h . se 2 8 . _ : 78g
(6) Intangible assets under : : 5s
development : 774 2 10.82 10.08 828 44.11
(9 Other intangible assets 0 - | 12438 | 12791 - | 13279 - | 12421 - | 95.23
(9) Othe nontnenesal assets a coas7 | 31.16 607.55 | 300.03 s1a46 | 43.77 s3i9s | 40393 | 1,046.42 | _ 501.69
‘Total Non:Finenciel Asses coas7 | 92552 607.55 | 1,525.88 518.46 | 994.40 sai98 | 154992 | 1,046.42 | 1,630.54
Total Assets
17,574.40 | 3,284.38 | 12,259.94 | 4,795.02 | 16,899.60 | 2,945.01 | 12,201.59 | 3,518.00 | 10,586.79 | 4,305.81
" LIABILITIES
(1) | Financial Liabilities
(2) Payables
() Trade payables 12
(i) total outstanding dues of micro
enterprises and small enterprises oz : : : 0.08 3 : 5 5 g
(i) total outstanding dues of
reales othe then ig 421.16 : 517.40 - 373.81 474.04 753.21 201
enterprises and small enterprises
(6) Lease labities 88 23237 | 337.38 24250 | 496.52 22669 | 366.45 19086 | 440.28 227.33 | 491.36
(6) Oar feincial labiltes a 451.80 2 544.06 : 466.11 : 469.38 sio78 | 25.18
‘Total Financial Liabilities ssos45 | 33735 | 1303.96 | 49652 | 106667 | 36645 | 1,123.98 | 44028 | 1491.92 | 51855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
40.

at.

 

Aditya Birla Sun Life AMC Limited

 

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Informat

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2) ‘Non Financial Liabilities
(@) Curentiax abies (net) 155.28 . 008 | azo 5 on: “ 037 :
(0) Provisions a sesea | 8955 | 92428 | as.65 | 55.21 | so.27 | staan | soror | 26269 | 240.77
(6) Detered tax tities (nt) 15 =| Ba | ae «| densa -| ess - | 70.06
(2) Other nonsinancial abies 16 weer | 166 | ta8.11 | 62 | terer | 162 | taazr| 150 | roars | __ 144
Teal Norenenee eaolie 8 1203.79 | 190.62 45243 | 64547 | 1,137.03 | _ 220.23, ares | 538.75 4se81 | 31227
Total Libitos zacaze | _sava7 | 1.76630 | 414190 | 220370 | soses | arses | sroos | 10001 | _ea082
Ne Ades 15,265.16 | 2,756.41 | 10,503.55 | 3,653.03 | 14,695.90 | 2,350.23 | 10,629.76 | 2,538.97 | 8,640.66 | 3,564.99

 

 

 

 

The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September
2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final
rules/interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect and will record any related impact in the period the
Code becomes effective.

Employee Stock Options Scheme

At the Board Meeting held on April 14, 2021 the Company approved the grant of not more than 46,08,000 Equity Shares by way of grant of Stock Options and restricted
‘Stock Units ("RSUs"). Out of these, the Nomination, Remuneration and Compensation Committee has granted 32,32,899 ESOPS, 5,08,117 PRSU , 1,96,374 Long Term
RSU & 2,46,863 RSU Founder under the Scheme titled “Aditya Birla Sun Life AMC Limited Employee Stock Option Scheme 2021 " in 4 categories of Long Term Incentive
Plans (‘LTIP’) identified as LTIP 1, LTIP 2, LTIP 3 & LTIP 4 respectively. The Scheme allows the Grant of Stock options to employees of the Company (whether in India
or abroad) that meet the eligibility criteria. Each option comprises one underlying Equity Share. There are no cash settlement altematives. The Group accounts for the
employees stock option scheme as an equity-settled plan.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Category of ESOPs LTP 4 LTiP2 TIPS crip
Type of ESOP. ESOP RSU RSU RSU
Pian Period 2021-2025 2021-2025 2027-2024 2021-2023
‘Quantum of Grant 32,352,899) 508,117 1,96,374 2,46,863
Method of Accounting Fair Value of options at Grant | Fair Value of options at Grant | Fair Value of options at | Fair Value of options at

date date Grant date Grant date
Vesting Period End of Year 1: 20% of options | End of Year 3: 50% of options | End of Year 3: 100% of | End of Year 2: 100% of

granted granted options granted options granted

End of Year 2: 20% of options | End of Year 4: 50% of options

granted granted

End of Year 3: 30% of options

granted

End of Year 4: 30% of options

granted
Vesting Conditions Employees of the Group Employees of the Group Continued employment | Continued employment

Achievement of 75% of Achievement of 80% of

Annual Planning & Budgeting | Annual Planning & Budgeting

Profit Before Tax Profit Before Tax
Exercise Period S years from the date of 5 years from the date of | 5 years from the date of | 5 years from the date of

vesting vesting vesting vesting

‘Grant Date 71270472021 12/04/2021 72/04/2021 270472021
Exercise Price (per share ) 694.00 5.00 5.00 5.00
Value of Equity Shares as at the Date 671.50 671.50 671.50 671.50
of Grant of Original Option ( Per
Share)

 

 

 

 

 

 

 

There were no cancellations or modifications to the Employee Stock Options Scheme in period ending 30 June 2021
There were no Employee Stock Options Scheme issued by the Company till year ended 31 March 2021
Movements during the period ended 30 June 2021

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Category of ESOPs LTP 4 LTP 2 LTP Ss Crip 4
Type of ESOP. ESOP RSU RSU RSU
‘Options/RSUs Outstanding at the beginning of the period Nil Nil Nil Nil
Granted during the period 32,32,899 508,117 796,374 2,46 ,863
Exercised during the period Nil Nil Nil Nil
Forfeited during the period 8772 7,379 Nil 12,043
‘Options/RSUs Outstanding at the end of the period 32,24,127 506,738 796,374 2,34,820
Options/RSUs Vested/Exercisable at the end of the period Nil Nil Nil Nil
The weighted average remaining contractual life for the 3.25 years 425 years 5.25 years: 6.25 years
share options outstanding as at 30 June, 2021

 

 

259
42.

43.

 

Aditya Birla Sun Life AMC Limited

Annexure VI: Notes to Accounts forming part of the Restated Consolidated Ind AS Summary Financial Information

 

Since all the options were granted/lapsed, at the same exercise price per option under the respective category of ESOPs, the weighted average exercise price per option
for all these line items under the respective category of ESOPs is the same.

Fair Valuation

 

The fair value at grant date is independently determined by valuer using Black-Scholes Merton Model which takes into account the exercise price, the term of the option,
the share price at grant date and historical volatility of the Peer companies and Index, the expected dividend yield and the risk-free interest rate for the term of the option.

The key inputs and the Fair Value for options granted during the period ended 30 June 2021 are as follow:

 

 

 

 

 

 

 

Category of ESOPs LTP 4 TIP 2 LIPS rip 4
Type of ESOP ESOP RSU RSU RSU
Risk-Free Interest Rate (%) 5410 6.4% 6.3 t064% 63% 57%
‘Option Life (Years) 351065 Vis 5.5 to 6SYIS BB VIS ays
Historical Volatility 32.0% to 34.0% 32.0% to 32.4% 324% 32.7%
Expected Dividend Yield (%) 1a% 14% Ta% 1a%
Wamned ere Fair Value per Option as on April 12, 186.00 to 256.40 | 610.60 10 618.90 618.90 627.20
z)

 

 

 

 

 

 

 

 

With regard to the new amendments under “Division Il of Schedule II!" under “Part | - Balance Sheet - General Instructions for preparation of Balance Sheet” there are
no balances that are required to be disclosed or there are no ratios which are applicable/ calculable with regard to the following clauses WA, WB
(i) i) i), Giv),(v), (vii, ix). ) (i), xi), ii),(ev), (xiv) and (xvi) for the Group.
With regard to the new amendments under “Division III of Schedule III" under “Part II - Statement of Profit and Loss - General Instructions for preparation of Statement
of Profit and Loss’ there are no transactions that are required to be disclosed with regard to the following clauses 11(v) and 11(vi) for the Group.

As per our report of even date attached For and on behalf of the Board of Directors of

For S.R. Batliboi & Co. LLP Aditya Birla Sun Life AMC Limited

   

Chartered Accountants
(Firm Reg. No. 301003E/E300005)

 

Rutushtra Patell Ajay Srinivasan Sandeep Asthana A. Balasubramanian
Partner Director Director Managing Director & CEO
(Membership No. 123596) DIN: 00121181 DIN: 00401858 DIN: 02928193,

Parag Joglekar Hemanti Wadhwa

Chief Financial Officer Company Secretary

FCS No. 6477

Place: Mumbai Place: Mumbai
Date: August 17, 2021 Date: August 17, 2021

260
 

Aditya Birla Sun Life AMC Limited

Annexure VII: Statement on Adjustments to Audited Consolidated Financial Statements

 

Adjustments to total equity as per audited consolidated financial statements with total equity as per Restated Consolidated Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(@ in million)
Asat
Particulars June 30, | June 30, March 31, March 31, March 31, | March 31, | April 1,
2021 2020 2021 2020 2019 2018 2017
A. Total equity as per audited financial statements 18,021.57 | 14,156.58 17,046.13 13,168.73 12,233.71 10,326.65 9,415.52
B. Adjustments for conversion of consolidated financial
‘statements from Indian GAPP to Ind AS*
i) Fair value of investment = : =: - * 1,462.73 1,127.47
ii) Deferred Tax as per IndAS - - - - - (393.33) | (289.10)
C. Total equity as per Ind AS (A+B) 18,021.57 | 14,156.58 17,046.13 13,168.73 12,233.71 | 11,396.05 | 10,253.89
D. Material restatement adjustments:
i) Audit qualifications : - - - - -
ii) Adjustments due to prior period items / other adjustments - - - - - -
iii) Adjustment due to application of Ind AS 116 (refer note 38 of
Annexure VI) * * - € (37.48) (27.57) (11.43)
iv) Deferred tax impact on adjustments in (i), (ii) and (ii),
wherever applicable * * a * 9.42 6.94 2.88
Total impact of adjustments (i+ ii + iii+ iv) : : : : (28.06) (20.63) (8.55)
E. Total equity as per restated Consolidated financial
statements (C+D) 18,021.57 | 14,156.58 17,046.13 13,168.73 12,205.65, 11,375.42 | 10,245.34

 

* The audited consolidated financial statements of the Group as at and for the year ended March 31, 2018 were prepared in accordance with the Companies (Accounting
Standards) Rules 2006 (as amended) specified under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014. (“Indian GAAP"). These audited
consolidated financial statements have been converted into Ind AS to confirm with the accounting policies in accordance with the Indian Accounting Standards as
prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally
accepted in India (referred to as “Ind AS"), while preparing first Ind AS financials of the Group for the year ended March 31, 2019. These converted Ind AS financials

statements as at March 31, 2018 is used as opening balance as at April 01, 2018 for the purpose of Restated Consolidated Financial Information,

Statement of impact of restatement adjustments on statement of profit and loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in million)
For the period ended For the year ended
Particulars June 30, | June 30, | March31, [ March 31, | March 31,
2024 2020 2021 2020 2019
A Total comprehensive income as per audited financial
statements 1,564.50 987.85 5,277.44 | 4,942.36 | 4,486.49
B_ Restatement adjustments;
Impact of Ind AS 116 (refer note 38 of Annexure VI)
i) Depreciation of right-of-use assets - - - - (192.52)
ii) Finance cost on lease liability - - - (87.33)
ili) Other expenses(Rent) - - - - 239.94
iv) Deferred tax impact on all above adjustments - - - - 2.49
Total impact of adjustments (i + ii + iii+ iv) : : : : (7.42)
© Total comprehensive income as per restated consolidated
financial statements 1,564.50 987.85 5,277.44 | __ 4,942.36 | __4,479.07

 

 

261

 
 

Aditya Birla Sun Life AMC Limited

Annexure VII: Statement on Adjustments to Audited Consolidated Financial Statements

 

Reconeiliation of Other equity as at March 31, 2019 as per restated consolidated financial information with opening equity balance as at April 1, 2019 (date of transition
to Ind AS 116)

 

 

 

 

 

 

 

(in million)
Particulars Amount.
Other Equit
Restated balance as at March 31, 2019 12,025.65
‘Add: Adjustment on account of transition to Ind AS 116 (Refer
explanation below) (0.96)
Balance as on April 1, 2019 as per audited financial statements for the
year ended March 31, 2020 12,024.69

 

 

Explanation: Cumulative effect of restatement adjustment on total equity upto March 31, 2019 relating to Ind AS 116 has not been carried forward to total equity balance
as at April 1, 2019 (date of transition to Ind AS 116) as per the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI) (the “Guidance Note")

Statement showing impact of restatement adjustments on statement of cash flows:

 

 

 

 

 

 

 

 

 

 

 

 

 

in million)
For the period ended For the year ended
Particulars June 30, | June 30, March March 31, | March 31,
2024 2020 31, 2024 2020 2019
A Cash flows from operating
activities as per audited financial statements 1,665.71 4,117.97 | 5,122.51 4,970.11 | 2,923.49
B_ On Account of Ind AS 116 - - - - 229.91
Cash flows from operating
activities restated consolidated financial statements 1,665.71 4,417.97 | 5,122.51 4,970.11 | __3,153.40
A Cash flows from financing activities as per audited financial
statements (767.72) (43.08) | (1,625.02) (4,225.48) |_ (3,605.74)
B_ On Account of Ind AS 116 - - - - | (229.91)
C Cash flows from financing activities restated consolidated
financial statements (767.72) (43.08) | (1,625.02) (4,225.48) | (3,835.65)

 

 

 

 

 

Notes to adjustments:

a. Impact of Ind AS 116: Leases
Effective April 1, 2019, the Group adopted Ind AS 116 - “Leases”, which sets out the principles for the recognition, measurement, presentation and disclosure of leases

for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees. Consequently, the Group recorded the lease liability at the
present value of the lease payments discounted at the incremental borrowing rate and the right of use asset at its carrying amount as if the standard had been applied
since the commencement date of the lease, but discounted at the lessee’s incremental borrowing rate at the date of initial application, adjusted by the amount of any
prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial application. The Group adopted Ind AS
116 following modified retrospective method in accordance with the policy mentioned in Note 2(xviil) to the Restated Consolidated Financial Information.

For the purpose of preparing Restated Consolidated Financial Information, Ind AS 116 has been applied with effect from 1 April 2017 using the same accounting policy
choices (transition options as per Ind AS 116) as adopted on 1 April 2019 for transition to Ind AS 116 for each of the years ended March 31, 2021, March 31, 2020,
March 31 2019 and for each of the three month periods ended June 30, 2021 and June 30, 2020.

b. Accounting for taxes on income
Deferred tax has been created on temporary difference arising on recognition and measurement of right-of-use asset and lease liability as per para above.

c. Impact of Ind AS 115

The Group has applied Ind AS 115: Revenue from Contracts with Customers effective April 1, 2017 (i. e. from date of transition to Ind AS for the Group) while preparing
audited consolidated financial statements for the year ended March 31, 2019. No material adjustments were identified on transition to Ind AS 115,

d. Non-adjusting Items

Other audit comments included in the Annexure to the auditors’ reports issued under Companies (Auditor's Report) Order, 2003 (as amended), on the financial statements
for the year ended 31 March, 2021 and 31 March, 2020 which do not require any corrective adjustment in the Restated Ind AS Summary Statements are as follows:

262
 

Aditya Birla Sun Life AMC Limited

Annexure VII: Statement on Adjustments to Audited Consolidated Financial Statements

 

As at and year ended March 31, 2021:
Annexure to auditor’s report for the financial year ended March 31, 2021:
Clause (vii) (a): The Company has generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Profession Tax,

Income-tax, Goods and Service Tax, Labour Welfare Fund and other statutory dues applicable to it, though there is a slight delay in a few cases. The provisions related
to Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax are not applicable to the Company.

As at and year ended March 31, 2020:
Annexure to auditor's report for the financial year ended March 31, 2020:

Clause (vii) (a): The Company has generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Profession Tax,
Income-tax, Goods and Service Tax, Labour Welfare Fund and other statutory dues applicable to it, though there is a slight delay in a few cases. The provisions related
to Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax are not applicable to the Company.

e. Material Regroupings

Appropriate regroupings have been made in the Restated Consolidated statement of assets and liabilities, statement of profit and loss and statement of cash flow,
wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the accounting
policies and classification as per the special purpose consolidated interim financial information of the Company for the periods ended June 30 and years ended March
31 prepared in accordance with Schedule III of Companies Act, 2013, requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the
Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.

263
OTHER FINANCIAL INFORMATION
Non-GAAP Measures

Certain non-GAAP financial measures relating to our financial performance such as, EBITDA, return on net worth, and net
asset value per equity share (“Non-GAAP Measures”) have been included in this Prospectus. We compute and disclose such
non-GAAP financial measures relating to our financial performance as we consider such information to be useful measures of
our business and financial performance. These non-GAAP financial measures and other information relating to financial
performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore
may not be comparable to financial measures of similar nomenclature that may be computed and presented by other companies
and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled
measures presented by other companies. See “Certain non-GAAP measures and other statistical information relating to our
operations and financial performance have been included in this Prospectus. These non-GAAP measures are not measures of
operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies ”
on page 50.

Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are to the
12-month period ended March 31 of that year. The financial information for the three months ended June 30,2021 and June 30,
2020 are not indicative of full year results and are not comparable with annual financial statements presented in this Prospectus.

 

 

 

 

Particulars As at and for the three months period As at and for the year ended
ended
June 30, June 30, March 31, March 31, | March 31,
2021 2020 2021 2020 2019
Restated profit after tax (% in 1,549.44 973.51 5,262.80 4,944.02 4,467.99
million)
Weighted average number of basic 36.00 36.00 36.00 36.00 36.00

equity shares outstanding during the
period/year (in million)*

Bonus shares issued (in million)® 252.00 252.00 252.00 252.00 252.00
Number of equity shares considered 288.00 288.00 288.00 288.00 288.00
for computation of Basic EPS (in
million)**

 

 

 

 

 

Dilutive impact of Employee Stock 0.82 - - > -
Options (in million)

Number of equity shares considered 288.82 288.00 288.00 288.00 288.00
for computation of Diluted EPS (in

million)**

Net worth for equity shareholders as 18,021.57 14,156.58 17,046.13 13,168.73 | 12,205.65

restated as at (2 in million)
‘Accounting ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA (in % million) 2,162.04 1,411.34 7,388.87 7,026.92 6,839.03
Earnings per share
Basic earnings per share (Face 5.38 3.38 18.27 17.17 15.51
Value of 85/- each)*$ (in )
Diluted earnings per share (Face 5.36 3.38 18.27 ian 15.51
Value of &5/- each) *§ (in 2)
Return on net worth for equity 8.60 6.88 30.87 37.54 36.61
shareholders (%)
Net Asset Value per share(Face 62.57 49.15, 59.19 45.72 42.38
Value of &5/- each) *§ (in 2)

Notes:

A. The ratios have been computed as follows:

a) Earning Per Share (Basic) = Restated net profit after tax and adjustments, available for equity shareholders/Weighted average number
of equity shares outstanding during the period/year
b) Earning Per Share (Diluted) = Restated profit for the period/year / Weighted average number of diluted potential equity shares
outstanding during the period/year
c) Return on Net worth (%) = Restated net profit after tax and adjustments, available for equity shareholders/ Restated net worth at the
end of the period/year
d) Net Asset Value per Share (in %) = Restated net worth at the end of the period/year / Number of equity shares outstanding at the end
of the period/year
e) EBITDA = EBITDA stands for earnings before interest, taxes, depreciation and amortisation which has been arrived at by adding
finance expense, depreciation expense, exceptional items and total tax expense to the restated profit for the period / year

B_ Accounting and other ratios are derived from the Restated Consolidated Financial Information.

Net worth for calculating ratios = Equity share capital + Other equity (including Securities premium, General reserve and Retained
earnings)

D_ Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number
of equity shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which
the specific shares are outstanding as a proportion of total number of days during the year

264
E_ Earnings per share calculations are in accordance with Indian Accounting Standard 33 (Ind AS 33) - Earnings per share
EPS and Return on net worth numbers for the three months ended June 30, 2021 and June 30, 2020 have not been annualised

# = Pursuant to a resolution of shareholders dated, April 6, 2021, each equity share of face value of %10 each has been split into two equity
shares of face value of #5 each. Accordingly, the issued, subscribed and paid up capital of our Company was subdivided from 180,00,000
equity shares of face value of €10 each to 360,00,000 equity shares of face value of %5 each. Stock split of shares are retrospectively
considered for the computation of EPS in accordance with Ind AS 33 for all periods presented and for the computation of Net Asset Value
per share for all periods presented.

$ The Board of Directors pursuant to a resolution dated April 5, 2021 and the shareholders special resolution dated April 6, 2021 have
approved the issuance of seven bonus shares of face value %5 each for every one existing fully paid up equity share of face value %5 each
and accordingly 25,20,00,000 bonus shares were issued and allotted. Bonus shares are retrospectively considered for the computation of
EPS in accordance with Ind AS 33 for all periods presented and for the computation of Net Asset Value per share for all periods presented.

Reconciliation of non-GAAP measures

Reconciliation for the following non-GAAP financial measures included in this Prospectus, EBITDA, return on net worth and
net asset value per equity share are given below:

A. Reconciliation of restated profit for the period / year to EBITDA for the period / year

The table below reconciles restated profit for the period / year to EBITDA. EBITDA is calculated as restated profit for the
period / year plus total tax expenses, depreciation and amortization expenses, and finance costs.

(@ in millions, unless otherwise stated)

 

 

 

 

 

 

 

 

 

Particulars For the three month period ended For the year ended
June 30, June 30, March 31, March 31, | March 31,
2021 2020 2021 2020 2019

Profit for the period / year (1) 1,549.44 973.51 5,262.80 4,944.02 4,467.99
‘Adjustments
‘Add: Income tax expense (II) 509.45 327.66 1,696.08 1,663.27 1,989.68
‘Add: Finance Cost (111) 13.49 15.01 55.57 54.41 57.33
Add: Depreciation and amortisation expense 89.66 95.16 374.42 365.22 324.03
dv)
Earnings Before Interest, Tax, 2,162.04 1,411.34 7,388.87 7,026.92 6,839.03
Depreciation and Amortisation (EBITDA)
(V=I+1+ I +IV)

 

 

 

 

 

 

B. Reconciliation of return on net worth

Return on net worth is calculated as restated profit for the period / year divided by total equity on the last day of the fiscal year/
period.
(in millions, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

Particulars As at and for the three months period As at and for the year ended
ended
June 30, June 30, March 31, | March31, | March 31,
2021 2020 2021 2020 2019
Equity Share Capital (1) 1,440.00 180.00 180.00 180.00 180.00
Other Equity (1) 16,581.57 13,976.58 16,866.13 | 12,988.73 | 12,025.65
Total Equity (Ill = 1+ 1) 18,021.57 14,156.58 17,046.13 | 13,168.73 | 12,205.65
Profit for the period / year (IV) 1,549.44 973.51 5,262.80 4,944.02 4,467.99
Return on net worth (%) (V=IV/ 11) 8.60 6.88 30.87 37.54 36.61

 

 

 

 

# Pursuant to a resolution of shareholders dated, April 6, 2021, each equity share of face value of 10 each has been split into two equity
shares of face value of %5 each. Accordingly, the issued, subscribed and paid up capital of our Company was subdivided from 180,00,000
equity shares of face value of 10 each to 360,00,000 equity shares of face value of %5 each. Stock split of shares are retrospectively
considered for the computation of EPS in accordance with Ind AS 33 for all periods presented.

$ The Board of Directors pursuant to a resolution dated April 5, 2021 and the shareholders special resolution dated April 6, 2021 have
approved the issuance of seven bonus shares of face value &5 each for every one existing fully paid up equity share of face value %5 each
and accordingly 25,20,00,000 bonus shares were issued and allotted. Bonus shares are retrospectively considered for the computation
of EPS in accordance with Ind AS 33 for all periods presented.

C. Reconciliation of Net Asset Value (per Equity Share)

(@ in millions, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars As at As at
June 30, June 30, March 31, | March31, | March 31,
2021 2020 2021 2020 2019

Equity Share Capital (D** 1,440.00 180.00 180.00 180.00 180.00
Other Equity (1) 16,581.57 13,976.58 16,866.13 | 12,988.73 | _12,025.65
Total Equity (Ill = 1+ 1) 18,021.57 14,156.58 17,046.13 [13,168.73 | 12,205.65
No. of equity shares** (in millions) (IV) 288.00 288.00 288.00 288.00 288.00
Net Asset Value per Equity Share (V = III/ 62.57 49,15 59.19 45.72 42.38

 

265

 
 

 

TV) in Rs

 

 

 

 

 

 

 

# Pursuant to a resolution passed by our Board on April 5, 2021 and a resolution passed by our Shareholders in the EGM held on April 6,
2021, each equity share of face value of 210 each has been split into two equity shares of face value of #5 each. Accordingly, the issued,
subscribed and paid up capital of our Company was subdivided from 180,00,000 equity shares of face value of 210 each to 360,00,000
equity shares of face value of %5 each. Stock split of shares are retrospectively considered for the computation of Net Asset Value per
Equity Share for all periods presented.

$ The Board of Directors pursuant to a resolution dated April 5, 2021 and the shareholders special resolution dated April 6, 2021 have
approved the issuance of seven bonus shares of face value 25 each for every one existing fully paid up equity share of face value 25 each
and accordingly 25,20,00,000 bonus shares were issued and allotted. Bonus shares are retrospectively considered for the computation of
Net Asset Value per Equity Share for all periods presented.

Note on No. of equity shares:

Pursuant to a resolution of shareholders dated, April 6, 2021, each equity share of face value of 210 each has been split into
two equity shares of face value of %5 each. Accordingly, the issued, subscribed and paid up capital of our Company was
subdivided from 180,00,000 equity shares of face value of 210 each to 360,00,000 equity shares of face value of %5 each. Stock
split of shares are retrospectively considered for the computation of EPS in accordance with Ind AS 33 for all periods presented and for the
computation of Net Asset Value per share for all periods presented.

The Board of Directors pursuant to a resolution dated April 5, 2021 and the shareholders special resolution dated April 6,
2021 have approved the issuance of seven bonus shares of face value %5 each for every one existing fully paid up equity share
of face value %5 each and accordingly 25,20,00,000 bonus shares were issued and allotted. Bonus shares are retrospectively
considered for the computation of EPS in accordance with Ind AS 33 for all periods presented and for the computation of Net Asset
Value per share for all periods presented.

The audited standalone financial statements of our Company as at and for the year ended March 31, 2021, March 31, 2020, and
March 31, 2019 and the audit reports thereon (“Audited Financial Statements”) are available at
https://mutualfund.adityabirlacapital.com/financials. Our Company is providing a link to this website solely to comply with the
requirements specified in the SEBI ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part of the Red
Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an
advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies
Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere in the world. The Audited Financial
Statements should not be considered as part of information that any investor should consider to subscribe for or purchase any
securities of our Company, or any entity in which it or its shareholders have significant influence and should not be relied upon
or used as a basis for any investment decision. None of the Company, or any entity in which it or its shareholders have significant
influence or any of its advisors, nor any Global Coordinators and Book Running Lead Managers or the Book Running Lead
Managers or the Selling Shareholders, nor any of their respective employees, directors, affiliates, agents or representatives
accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the
Audited Financial Statements, or the opinions expressed therein.

266
CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalization as at June 30,
Restated Consolidated Financial Information, and as adjusted for the Offer.

2021, on the basis of amounts derived from our
This table should be read in conjunction with the

sections titled “Risk Factors”, “Financial Information” and “Management's Discussion and Analysis of Financial Condition
and Results of Operations”, beginning on pages 25, 213 and 270, respectively.

 

(@ in million)
Particulars Pre-Offer as at June 30, Adjusted for the
2021 Offer*

 

Total borrowings

 

Current borrowings*(A)

 

Non-current borrowings (including current maturities of long-term borrowings) *(B)

 

Total borrowings (C)

 

Refer to notes below

 

 

 

Total equity

Equity share capital 1,440.00
Other equity* 16,581.57
Total equity (D)

 

 

Total non-current borrowings (including current maturities of long- term
borrowings)/ Total equity (B)/(D)

 

 

Total borrowings/ total equity (CD)

 

 

 

 

Notes:

*

shareholders’ funds or any borrowings on account of this Offer.

# — These terms carry the same meaning as per Schedule III of the Companies Act.

e@

267

Our Company offered the Equity Shares through an Offer for Sale by way of initial public offering. Hence, there is no change in the

The amounts disclosed above are derived from the Restated Consolidated Financial Information.
RELATED PARTY TRANSACTIONS

For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24 -
Related Party Disclosures, read with the SEBI ICDR Regulations for each of the three months periods ended June 30, 2021 and
June 30, 2020, and the Fiscals ended March 31, 2021, March 31, 2020 and March 31, 2019 and as reported in the Restated
Consolidated Financial Information, see “Restated Consolidated Financial Information — Annexure VI — Notes to Accounts
forming part of the Restated Consolidated Ind AS Summary Financial Information — Note 30” beginning on page 245.

268
FINANCIAL INDEBTEDNESS

Our Board is empowered to borrow money in accordance with Section 179 and Section 180 of the Companies Act and our
AoA. As of the date of this Prospectus, our Company does not have any outstanding or sanctioned fund-based facilities.

269
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion in conjunction with the Restated Consolidated Financial Information included herein
as of and for the three months ended June 30, 2021 and 2020 and the financial years ended March 31, 2021, 2020 and 2019,
including the related notes, schedules and annexures. The Restated Consolidated Financial Information has been derived from
our (i) audited consolidated financial statements as at and for the three-month periods ended June 30, 2021 and June 30, 2020,
and (ii) audited consolidated financial statements as at and for the years ended March 31, 2021, March 31, 2020 and March
31, 2019, in each case, prepared in accordance with Ind AS, and restated in accordance with the SEBI ICDR Regulations and
the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by the ICAI. Ind AS differs in certain material
respects from IFRS and US GAAP. See “Risk Factors — External Risk Factors — Risks Related to India — Significant differences
exist between Ind AS and other accounting principles, such as US GAAP and IFRS, which may be material to investors'
assessments of our financial condition.” beginning on page 49-50.

Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are to the 12-
month period ended March 31 of that year. Financial information for the three months ended June 30, 2021 and June 30, 2020
are not indicative of full year results and are not comparable with the annual financial statements presented in this Prospectus.

Unless otherwise specified in this section, reference to quarterly average assets under management (“QAAUM”) and monthly
average assets under management (“MAAUM ”) as of a given date refers to the average assets under management of our
mutual fund schemes, excluding our domestic FoFs, for the quarter or month ended on the specified date.

We have included various operational and financial performance indicators in this Prospectus, many of which may not be
derived from our Restated Consolidated Financial Information. The manner in which such operational and financial
performance indicators are calculated and presented, and the assumptions and estimates used in such calculations, may vary
from that used by other companies in India and other jurisdictions. For the purposes of this section, for certain analyses we
have used historical methodologies and internal categorizations to enable a consistent representation of our business. Such
information may vary from similar information publicly disclosed by us in compliance with applicable regulations in India.
Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision, and
should consult their own advisors and evaluate such information in the context of the Restated Consolidated Financial
Information and other information relating to our business and operations included in this Prospectus.

The industry-related information contained in this Prospectus is derived from the CRISIL Report dated September 2021 which
has been commissioned and paid for by our Company for an agreed fee for the purposes of confirming our understanding of
the industry exclusively in connection with the Offer. We officially engaged CRISIL Research, a division of CRISIL Limited, in
connection with the preparation of the CRISIL Report on March 24, 2021.

This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current view with
respect to future events and financial performance. Actual results may differ from those anticipated in these forward-looking
statements as a result of factors such as those set forth under “Forward-looking Statements” and “Risk Factors” on pages 14
and 25, respectively.

Overview

We are ranked as the largest non-bank affiliated AMC in India by QAAUM since March 31, 2018, and among the four largest
AMCs in India by QAAUM since September 30, 2011, according to the CRISIL Report. We managed total AUM of 22,936.42
billion under our suite of mutual fund (excluding our domestic FoFs), portfolio management services, offshore and real estate
offerings, as of June 30, 2021. We believe we have achieved this leadership position through our focus on consistent investment
performance, extensive distribution network, brand, experienced management team and superior customer service.

Since our inception in 1994, we have established a geographically diversified pan-India distribution presence covering 284
locations spread over 27 states and six union territories. Our distribution network is extensive and multi-channeled with a
significant physical as well as digital presence, and included over 66,000 KYD-compliant MFDs, over 240 national distributors
and over 100 banks/financial intermediaries, as of June 30, 2021. We managed 118 schemes comprising 37 equity schemes
(including, among others, diversified, tax saving, hybrid and sector schemes), 68 debt schemes (including, among others, ultra
short-duration, short-duration and fixed-maturity schemes), two liquid schemes, five ETFs and six domestic FoFs, as of June
30, 2021. Our flagship schemes include Aditya Birla Sun Life Frontline Equity Fund and Aditya Birla Sun Life Corporate Bond
Fund, both of which have grown to become leading funds in India under our management. Our total QAAUM (excluding our
domestic FoFs) has grown over the years and was 22,754.54 billion, 2,692.78 billion, 22,475.22 billion and 22,464.80 billion
as of June 30, 2021 and March 31, 2021, 2020 and 2019, respectively. In addition, we provide portfolio management services,
offshore and real estate offerings and we managed total AUM of 115.15 billion as part of such services, as of June 30, 2021.
We cater to a wide range of customers from individuals to institutions through this pan-India network and offering of customer
solutions, which positions us well to attract a large segment of the Indian mutual fund market across varying customer
requirements and risk profiles and to develop a broad customer franchise with a strong retail customer base. Our MAAUM
from institutional investors was 21,503.04 billion as of June 30, 2021, which was fourth largest among our peers, according to
the CRISIL Report. Similarly, our MAAUM from individual investors was 21,333.53 billion as of June 30, 2021.

270
Our focus on improving our equity-oriented scheme mix is a significant factor in enhancing our profitability, as equity-oriented
schemes generally generate higher management fees compared to other schemes. Our equity-oriented MAAUM grew at a
CAGR of 24.94% from 2323.45 billion as of March 31, 2016 to 2984.80 billion as of March 31, 2021, and further to 21,080.44
billion as of June 30, 2021. Correspondingly, our share of equity-oriented MAAUM in total MAAUM increased from 23.66%
as of March 31, 2016 to 38.09% as of June 30, 2021. This 14.43% increase in equity mix was greater than the industry’s increase
of 13.65% over the same period, and was the second highest increase among the five largest AMCs in India by MAAUM,
according to the CRISIL Report.

We have also achieved substantial growth in our individual investor MAAUM and customer base, which comprises both our
retail and HNI investors. We are the fifth largest player in terms of market share in individual MAAUM among the top 10
AMCs as of June 30, 2021, according to the CRISIL Report. Our individual investor MAAUM grew at a CAGR of 18.38%
from %546.13 billion as of March 31, 2016 to 1,269.82 billion as of March 31, 2021, and further to 71,333.53 billion as of
June 30, 2021. Correspondingly, our individual investor MAAUM mix increased from 39.95% as of March 31, 2016 to 47.01%
as of June 30, 2021, which was the second highest increase among the five largest AMCs in India by QAAUM, according to
the CRISIL Report. Consistent with our leadership position in individual investor MAAUM, our number of total investor folios
(including our domestic FoFs) more than doubled from 2.93 million as of March 31, 2016 to 7.07 million as of March 31, 2021,
representing a CAGR of 19.27%, which was greater than the industry increase of 15.48% over the same period and the third
highest increase among the five largest AMCs in India by MAAUM, according to the CRISIL Report, and further to 7.18
million folios as of June 30, 2021.

We have maintained a market leading position in B-30 penetration over the years, which we believe has further contributed to
the growth of our individual investor base as well as improvement in profitability. Our B-30 cities MAAUM was 2447.01
billion as of June 30, 2021, and our share of MAAUM from B-30 cities in total MAAUM as of June 30, 2021 was the second
highest amongst the five largest AMCs in India in terms of MAAUM, according to the CRISIL Report. Our share of MAAUM
from B-30 cities in total MAAUM increased from 13.44% as of March 31, 2019 to 15.76% as of June 30, 2021, which was the
highest increase among the five largest AMCs in India in terms of MAAUM, according to the CRISIL Report.

Our systematic transactions have achieved similar growth, with our number of outstanding SIPs more than tripling from 0.86
million as of March 31, 2016 to 2.80 million as of June 30, 2021. Correspondingly, our AUM from SIPs grew from 285.23
billion (representing 25.70% of our total equity-oriented mutual fund AUM) as of March 31, 2016 to %456.92 billion
(representing 41.70% of our total equity-oriented mutual fund AUM) as of June 30, 2021. We believe these attractive increases
in equity mix, individual investor customer base and systematic transactions have been largely driven by our focus on customers,
our distributors and wide channel distribution across all locations including smaller emerging markets, our development of
powerful digital platforms, the consistent performance of our schemes and diversity of portfolio of schemes offered, and our
dedication to providing superior customer service.

We have automated and digitized several aspects of our operations including in relation to customer onboarding, online
payments and other transactions, fund management, dealing, accounting, customer service, data analytics and other functions.
Our online engagement has seen continued growth in recent years, and our proportion of digital transactions in total transactions
(excluding SIP and STP installments) increased from 70.92% for the financial year 2019 to 87.75% for the financial year 2021.
Similarly, the number of investors that we added through digital channels increased from 63.66% for the financial year 2020 to
80.98% for the financial year 2021.

Our Company is currently set up as a joint venture between ABCL and Sun Life AMC. ABCL is the listed non-operating
holding company of the financial services businesses of the Aditya Birla group, a Fortune 500 global conglomerate. Through
its various subsidiaries, ABCL managed total AUM of 23,432.66 billion, had a consolidated lending book of over 3571.82
billion and an active customer base of over 25 million customers, as of June 30, 2021. Sun Life Financial Inc., the ultimate
holding company of Sun Life AMG, is a leading international financial services organization providing insurance, wealth and
asset management solutions to individual and corporate clients. Sun Life Financial Inc. had a market capitalization of C$37.43
billion and total AUM of C$1,360.69 billion, as of June 30, 2021.

Significant Factors Affecting our Results of Operations
Our results of operations and financial condition are affected by a number of important factors including:
Macroeconomic Conditions in India

General economic conditions and particularly macroeconomic conditions in India, where we conduct most of our business and
generate substantially all of our revenues, significantly affect the performance of the funds we manage and, in turn, our AUM,
management fees, revenues and profitability. While our business tends to benefit from increased consumer confidence in the
overall economy, adverse macroeconomic conditions in India may affect the investment performance of our schemes and
products, reduce the demand for our schemes and products, increase redemptions in our schemes and otherwise adversely affect
our business, financial condition and results of operations.

Key macroeconomic factors that may affect the performance of our business include, among others, (i) overall economic growth
parameters such as the general levels of GDP growth and growth in personal income in India, (ii) household savings rates and

271
consumer preferences towards financial savings, particularly into mutual fund schemes, (iii) demographic conditions and
population dynamics, (iv) economic development and shifting of wealth, (v) political measures and regulatory developments,
such as tax incentives and general political stability, (vi) fiscal and monetary dynamics, such as volatility in interest rates,
foreign exchange rates and inflation rates, (vii) political and regulatory developments on the Indian economy, and (viii) major
public health issues such as the current COVID-19 pandemic. See “~ Current COVID-19 Pandemic” on pages 275-276. These
factors in varying degrees affect the quantum of household savings and their proportion invested in mutual funds relative to
other competing products such as physical assets including real estate and gold and financial savings such as bank deposits,
provident funds and insurance.

Household Savings and Investments into Mutual Funds

The mutual fund industry in India benefits from low penetration and a high rate of household savings, in particular into financial
instruments, and any change in the rate of savings may affect our growth and business. India has a high rate of household
savings as a percentage of GDP, with a gross domestic savings rate of 30% in 2019, compared to a global average of 25%,
according to the CRISIL Report. Household savings in India have grown at a CAGR of 7.6% from 220.66 trillion in the financial
year 2012 to 239.91 trillion in the financial year 2020, and India is expected to continue being a high savings economy at least
over the next decade, according to the CRISIL Report.

We depend to a large extent on the savings behavior and investment preferences of households in India in relation to financial
assets. Historically, individual investors in India have had a preference for investments in physical assets, such as real estate
and gold, as compared to financial assets, such as mutual funds. However, there has been a gradual transition from savings in
physical assets to financial assets, with household savings in physical assets declining from 67% in the financial year 2012 to
58% in the financial year 2020, while household savings in financial assets increased from 31% to 41% over the same period.
In addition, individual investment in the mutual fund industry has grown from 45.44% of total industry MAAUM as of March
31, 2016 to 53.77% of total industry MAAUM as of June 30, 2021, according to the CRISIL Report. Individual customers tend
to favor equity-oriented schemes, which generally have higher returns and a higher fee structure compared to non-equity-
oriented schemes. Individual customers also tend to stay invested for longer periods, providing predictable, committed AUMs
and profitability, according to the CRISIL Report. As of June 30, 2021, of the total mutual fund industry equity AUM held for
a period over 24 months, 51.41% was held by individual investors, according to the CRISIL Report.

The mutual fund industry, and therefore our business and growth, benefits immensely from a high rate of savings, and the
growing proportion of financial savings.

Market Volatility and Demand for Mutual Funds

Historically the Indian securities markets, like other developing markets, have experienced a significant degree of volatility
both for broader indices as well as for specific securities. In particular, the Indian equity markets have, over the last ten years,
experienced varying upward and downward price trends. The start of the last decade was characterized by the global financial
crisis which cut short the upward trend which the Indian markets were witnessing at that point in time but since then there has
been a slew of policy changes and regulatory changes which have impacted the broader markets. In 2020, global capital markets,
including Indian equity markets, have experienced significant volatility as a result of the COVID-19 pandemic and associated
responses, see “~ Current COVID-19 Pandemic” and “Risk Factors — Internal Risk Factors — Risks Relating to our Business —
The extent to which the Coronavirus disease (COVID-19) may affect our business and operations in the future is uncertain and
cannot be predicted” on pages 25-27, respectively. The Indian mutual fund industry, including our schemes, has benefited
significantly from rising equity markets. Our AUM and rate of growth will likely be adversely affected by slower growth or
declines or volatility in the equity markets in India.

Investment returns of our schemes are sensitive to equity and debt markets and interest rate fluctuations. Most of the schemes
we manage invest in equity and debt securities, the prices of which fluctuate based on, among other things, directional
movements in the equity and debt markets as well as movements in interest rates. In general, when equity markets are in an
upward trend, the values of our equity-oriented portfolios increase, and vice versa. In the fixed income markets, interest rate
fluctuations have a bearing on the value of the securities we hold in the portfolios of our schemes. Any decline in the Indian
equity markets causing a decline in the value of equity securities held in the portfolios of our schemes could cause our AAUM
to decline and may prompt accelerated redemptions by customers. Further, in a rising interest rate environment, investors may
shift their assets to liquid funds and overnight funds to realize higher yields. For us, liquid funds and overnight funds tend to be
less profitable than other funds. The value of the debt securities in our portfolio may decline as result of changes in interest
rates, an issuer’s actual or perceived creditworthiness or an issuer's ability to meet its obligations.

Similarly, fluctuations in interest rates can affect yields, which along with other factors such as changes in credit ratings can
affect the prices of debt securities held in the portfolios of our schemes, resulting in changes in our AAUM. Since the investment
management fee that we charge for our services is based on the value of our AAUM, any change in our AAUM will directly
affect our investment management fees and consequently affect our results of operations. Such decline may also lead to loss in
investor sentiment and trigger changes in investor preferences, which may also adversely affect us. The equity and debt markets
as well as interest rates in India have been and may continue to be volatile and any such volatility will contribute to fluctuations
in our AAUM. Fluctuations in the market could also affect the valuation of our customer’s portfolio investments, which could
affect the portfolio management fee and fee charged for other advisory services.

272
Distribution Capabilities and Technology

Our ability to attract and retain AUM has a significant impact on our results of operations. We depend on our ability to increase
business with our current distributors, enter into new distribution arrangements, and develop innovative methods of marketing
and distributing our schemes. Accordingly, we have developed a geographically diversified pan-India distribution presence that
is not only extensive but multi-channeled, with a significant physical as well as digital presence, to promote our products and
to increase fund inflows into our schemes. We intend to distribute our schemes, products and advisory services on a long-term
basis by effectively managing our distribution channels in a highly competitive market, improve our technology led connectivity
with distributors, enhance our distributors and sales force training and improve sales skills and by attracting, developing and
retaining strong performers to ensure quality service across all our distribution channels.

As of June 30, 2021, we had a presence in 284 locations, including 194 branches in India (and three outside India), spread over
27 states and six union territories, which were supplemented by 90 EM representatives. We believe that EM areas are untapped
markets in India which have a high potential of assisting us in growing our AUM and expanding to new catchment areas without
material capital expenditure. Successful EM areas lead to establishment of branches there, and in the financial year 2021, we
converted 15 EM locations into branch offices. Of these, 143 branches and all 90 of our EM representatives were located in B-
30 cities. To effectively leverage our extensive branch and EM representatives network and keep distribution costs low, we
employ a hub and spoke model, wherein branches serve as hubs and the nearby locations as spokes. Where hubs are too distant
from significant market potential, we utilize EM representatives to build our brand, increase our AUM and service our investors.
We also market our schemes online through our website and mobile applications and have enhanced our online presence over
the last few years.

Our multi-channel distribution network included over 66,000 KYD-compliant MFDs, over 240 national distributors and over
100 banks/financial intermediaries, as of June 30, 2021. While our direct marketing efforts contributed to 46.86% of our total
QAAUM (excluding ETFs) as of June 30, 2021, our MFDs, national distributors and banks/financial intermediaries contributed
to 30.18%, 14.37% and 8.59%, respectively. Further, 50.58% of our equity-oriented QAAUM as of June 30, 2021 was sourced
by MEDs. While we continually seek to strengthen and expand our distribution network through engagements with public sector
and co-operative banks and national distributors, preferably with robust online presence, our focus remains on strengthening
and expanding our MFD network. We are committed to growing and investing in our MFD network. In the three months ended
June 30, 2021 and the financial year 2021, we added 1,165 and 2,448 MFDs, respectively. We currently provide our MFDs a
range of benefits through our Privilege Club channel loyalty program, including life and health insurance, retirement planning
and scholarships for their children, as well as professional enrichment tools, including access to management development
programs, business support platforms and social media support.

Our distribution network is further supported by our various technology platforms and initiatives through which we have
automated and digitized various aspects of our operations including in relation to customer onboarding, online payments and
other transactions, fund management, dealing, accounting, customer service, data analytics and other functions. We rely on
communications links connecting various offices across the country and utilizing centralized applications, and the complex
nature of our business requires us to invest in technologically sophisticated equipment, such as various IT systems and software.
We aim to strengthen and upgrade our equipment periodically as the technology for such equipment becomes obsolete. Our
technology digital platforms play an increasingly important role in our operations and network, and this importance has been
further amplified during the COVID-19 pandemic and resulting lockdown in India. Between the financial year 2020 and the
financial year 2021, the number of investors that we added through digital channels increased from 63.66% to 80.98%. In
addition, during the financial year 2021, digital transactions accounted for 87.75% of our total transactions (excluding SIP and
STP installments). However, the growing dependence on technology for managing our business exposes us to substantial IT
security risks, including with respect to data security and privacy.

  

Composition of Schemes and Management Fee Structure

As part of our mutual fund business, we offer multiple schemes that can broadly be categorized into equity, debt, liquid and
ETF schemes. The rate of management fees we charge differs between fund types and products. As such, an AUM mix which
comprises schemes that generate higher fees can provide us with a higher revenue stream. The total value of AUM varies
predominantly as a result of net inflows of investment into the funds that we manage and the value of securities or other assets
in those funds, and such values are primarily driven by the condition and performance of the Indian economy and securities
markets. In general, equity schemes have comparatively higher and relatively stable fees, whereas debt schemes fees are lower
than equity schemes fees and vary significantly depending on market conditions, fund duration and objective, and the
competitive environment. Further, liquid schemes and ETF fees are lower than debt schemes fees. To achieve profitable growth,
our endeavor has been to constantly improve our AUM mix with a larger proportion of higher revenue generating schemes and
products.

We generate a substantial portion of our revenue from management fees that we charge as a percentage of our AUM for the
investment management services that we provide. For the three months ended June 30, 2021 and 2020 and the financial years
2021, 2020 and 2019, our asset management and advisory fees amounted to 22,920.73 million, 22,057.97 million, 10,182.06
million, 210,902.41 million and 212,291.94 million, respectively. Changes in our overall investment management fees are
primarily a result of changes in our scheme mix as well as adjustments in the fees charged to each scheme. Our investment
management fees may fluctuate because of many factors, including (i) appreciation or depreciation of the investment portfolios

273
of our schemes as well as the level of inflows and redemptions by new and existing customers; (ii) differences in the weightage
of schemes forming our scheme mix, differences in the investment management fees earned in particular schemes from
time to time due to the changes in their composition, (iv) quantum of scheme expenses including commissions/brokerage
charged to the schemes, and (v) the limits imposed by regulators in the markets we operate.

 

For example, total expense ratio (“TER”) limits for mutual fund schemes are regulated by SEBI. On February 2, 2018, SEBI
issued a circular stipulating that with respect to mutual fund schemes, including close-ended schemes for which an exit load is
not levied or not applicable, AMCs will not be eligible to charge the additional expenses of up to 0.20% as per Regulation
52(6A)(c). As a result, our management fee income has been adversely affected, in particular for our equity-linked saving
schemes (ELSS) and closed-ended schemes. Additional expenses were reduced to 0.05% of the daily net assets of the scheme
with effect from May 30, 2018. Further, on October 22, 2018, SEBI issued a circular (the “2018 SEBI Circular”) which
reduced permitted TERs for the schemes with effect from April 1, 2019. This resulted in a reduction in the average TER mainly
of our open-ended equity and hybrid schemes. The investment management fee is, in general, the residual amount of the TER
after charging the scheme with other expenses like commissions/brokerages and scheme operating expenses. Subsequent to the
above regulatory changes, as a result of the reduction in TERs, the investment management fee in general is accordingly lower,
particularly in open-ended equity funds and hybrid funds. Needless to add, the fees and commission expenses are also
correspondingly lower subsequent to regulatory changes.

The following tables set forth a breakdown of our QAAUM by scheme type and each item as a percentage of total QAAUM
for the periods indicated:

 

 

 

 

 

 

 

  

 

 

As of June 30,
2021 2020
(@ in billions, except percentages)
Equity schemes. 1,026.78 37.28% 724.78 33.77%
Debt schemes. 1,296.47 47.07% 940.04 43.81%
Liquid schemes. 422.33, 15.33% 476.57 22.21%
ETFs. . 8.96 0.32% 4.53 0.21%
Total. . 2,754.54 — 100.00% 2,145.92 100.00%
As of March 31,
2021 2020 2019
(@ in billions, except percentages)
Equity schemes. 969.34 36.00% 875.59 35.37% 890.62 36.13%
Debt schemes. 1,285.38 47.73% 1,101.91 44.52% 978.46 39.70%
Liquid schemes. 430.57 15.99% 493.02 19.92% 592.58 24.04%
ETEs. 7.49 0.28% 4.70 0.19% 3.14 0.13%
Total. . 2,692.78 _ 100.00% 2,475.22  100.00% 2,464.80 __100.00%

 

 

 

Investment Performance

The investment performance of our schemes is a crucial factor for retaining existing customers and attracting new ones, and
therefore for maintaining and growing our AUM. Our AAUM fluctuates with the net inflows or outflows of funds into our
various schemes, which are, in turn, affected by investment performance as customers are typically attracted to products with
a consistent record of investment outperformance, compared to other benchmarks and investment products sold by our
competitors. Good investment performance increases the attractiveness of our schemes and products with customers, resulting
in higher inflows and a consequent increase in the value of our portfolios and, in turn, our AAUM, management fees and
revenues. Poor investment performance, either on an absolute or relative basis, could have a negative effect on our business or
impair our income and growth as existing clients may withdraw funds in favor of better performing products, which would
result in lower fees, our ability to attract funds from existing and new clients may diminish, and negative absolute investment
performance will directly reduce our managed assets and hence our management fee income.

The investment performance of our schemes depends not only on our investment strategies but also on a number of factors that
are outside our control including, among others, fluctuations in financial markets, fluctuations in the valuation of our portfolio
holdings and our ability to attract and retain qualified and high quality investment professionals. Further, certain of our
investment management contracts contain restrictions relating to our investment policies, for example limiting exposure
concentrations in respect of certain asset classes, issuers or industries. Such restrictions may prevent us from implementing
what we deem to be the best investment strategies, which could restrict our performance. Underperformance of our products
and schemes, and any resulting failure to attract and retain customers, may adversely affect our AAUM and consequently our
revenues.

In order to increase our AAUM and expand our business, we intend to continue offering tailored products that suit the
investment needs and risk profiles of our customers, and generate attractive returns over the long-term. The value of our AAUM
has a significant effect on our results of operations, since the investment management fees that we charge is based on our
AAUM.

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Government Policies and Changes in Law

The regulatory and policy environment in which we operate is evolving and subject to change. The requirements imposed by
regulators are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal
with us. Consequently, these regulations often serve to limit our activities and/or increase our costs, including through customer
protection and market conduct requirements. To the extent that we are unable to suitably respond to and comply with any such
changes in applicable law and policy, our business, results of operations and prospects may be adversely affected. For example,
the 2018 SEBI Circular introduced various provisions impacting the accounting of scheme expenses, the payment of upfront
commission and the permitted TERs of mutual funds. As a result of these regulations, we have experienced a decrease in both
fees and commission income and fees and commission expenses in the financial years 2021, 2020 and 2019.

The mutual fund industry has also benefitted from favorable regulations in the past. For example, favorable regulations have
allowed mutual funds and AMCs to accept payments from customers of up to 750,000 per mutual fund per financial year for
investments through e-wallets (prepaid payment instruments) in accordance with specific conditions set out by SEBI. In
addition, in order to facilitate the geographical reach of mutual funds, SEBI implemented regulations permitting AMCs to
charge additional TER of up to 0.30% for funds inflow from B-30 cities. However, such regulations may change or be replaced
with regulations that may increase our business and operational expenses.

New laws or regulations, or changes in the enforcement of existing laws or regulations, applicable to us and our customers may
adversely affect our business. We may incur increased costs and other burdens relating to compliance with such new
requirements, which may also require significant management time and other resources, and any failure to comply may
adversely affect our business, results of operations and prospects. Our ability to function in this environment will depend on
our ability to constantly monitor and promptly react to legislative and regulatory changes.

Current COVID-19 Pandemic

The COVID-19 pandemic and the preventative or protective actions that governments around the world have taken to counter
the effects of the pandemic have resulted in an extended period of business disruption and a decrease in economic activity in
several countries, including in India and countries where our customers, distributors and other counterparties are located. In
order to contain the spread of the COVID-19 pandemic, the Government of India along with State Governments declared a
lockdown of the country in March 2020, including severe travel and transport restriction and a directive to all citizens to shelter
in place, which was subsequently extended several times with gradual relaxations of the restrictions conducted through phases.
Subsequently, from March 2021 to date, due to an increase in the number of daily COVID-19 cases, several state governments
in India re-imposed lockdowns, curfews and other restrictions to curb the spread of the virus. As a result, the current COVID-
19 pandemic has adversely affected workforces, consumer sentiment, economies and financial markets around the world and
has led to uncertainty in the global economy and significant volatility in global financial markets.

The COVID-19 pandemic and the measures taken to reduce the spread of the virus have had and are likely to continue to have
negative impacts on our business, such as adverse effects on the investment performance of our schemes, disruptions in our
operations, limitations on our employees’ ability to work and travel, significant changes in the economic or political conditions
in India and other countries in which we operate, currency, commodity and financial market volatility, restrictions on our access
to sources of liquidity, deteriorations in consumer sentiment, and changes in the behavior, preferences and needs of our
customers, including consequential reductions in our AUM. Following the outbreak of the COVID-19 pandemic, we have
experienced lower than expected growth in our AUM due to market volatility. However, our robust and readily available
technology solutions allowed our customers and employees to continue to function seamlessly despite the unprecedented
complex environment created by the COVID-19 pandemic, which we believe has given us a competitive advantage during this
time. All our users were able to access their systems remotely using highly secure virtual technology with second factor
authentication to provide an additional layer of security for such users. Our efforts also enabled 10,400 distributors that did not
have digital presence to transact digitally and support customers using our digital platforms. There is a significant degree of
uncertainty regarding future economic conditions and estimates of the impact of the COVID-19 pandemic on investment
decisions and performance, customer behavior (including as to saving, investment and redemption decisions), and, in turn, our
AUM size and composition, revenues and profitability.

We have assessed and considered the impact of the COVID-19 pandemic on our operations and assets including the value of
our investments, asset management rights and trade receivables. Our management does not, at this juncture, believe that the
impact of the COVID-19 pandemic on the value of our assets is likely to be material. However, since our revenue is ultimately
dependent on the value of the assets we manage, changes in market conditions and the trend of flows into mutual funds may
have an impact on our operations. In response to the pandemic, we have focused on enhancing our digital communication
features and accessibility such as via our mobile applications and other digital channels in order to continue rendering
uninterrupted transaction services and providing market and product updates, to our investors and distributors. We have also
prioritized liquidity and risk management in our investment decisions as well as cost monitoring and optimization with a view
of improving business sustainability.

We continue to closely monitor the impact that the pandemic might have on our business and the performance of our schemes.
However, given the rapidly changing implications of the spread of COVID-19, it is difficult to assess its impact on our business

and results of operations at this time. In the event the impact of COVID-19 is prolonged or more severe than anticipated, this

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may have an impact on the carrying value of our investments, asset management rights and financial position. To the extent the
current COVID-19 pandemic adversely affects our Company, it may also significantly increase the effect of the other factors
affecting our business and results of operations. See “Risk Factors — Internal Risk Factors — Risks Relating to Our Business —
The extent to which the Coronavirus disease (COVID-19) may affect our business and operations in the future is uncertain and
cannot be predicted.” on pages 25-27.

Key Performance Indicators

In evaluating our business, we consider and use certain key performance indicators that are presented below as supplemental
measures to review and assess our operating performance.

The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for the
financial statements included in this Prospectus. We present these key performance indicators because they are used by our
management to evaluate our operating performance. These key performance indicators are not defined under Ind AS and are
not presented in accordance with Ind AS. These key performance indicators have limitations as analytical tools. Further, these
key performance indicators may differ from the similar information used by other companies, including peer companies, and
hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an
alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results
of operation.

The following table sets forth certain key performance indicators as of and for the periods indicated:

 

 

 

 

 

  
  

As of and For the Three As of and for the Financial Year Ended
Months ended June 30, March 31,
2021 2020 2021 2020 2019
QAAUM (8 in billions) . 2,754.54 2,145.92 2,692.78 2,475.21 2,464.80
Equity-oriented QAAUM (2 in billion: 1,026.78 724.78 969.34 875.59 890.62
SIP AUM ( in billions)... 456.92 319.62 418.41 252.50 305.11
Gross SIP inflows for the month (@ in millions) 7,727.85 8,147.54 7,576.41 8,555.16 9,411.77
Average SIP transaction size (2) .. 2,759.95 2,858.78 2,755.06 2,929.85 3,223.21
Total number of digital transactions (millions). . 1.68 1.42 6.27 4.58 4.13
Digital transactions as a percentage of total
transactions (%)...... 89.10% 93.26% 87.75% 77.01% 70.92%

 

QAAUM and Equity-Oriented QAAUM

QAAUM is defined as the quarterly average assets under management for the three-month period ending on the relevant dates
across our schemes. Both our QAAUM and equity-oriented QAAUM have gradually increased between March 31, 2016 and
June 30, 2021. For details on our equity schemes, see “Our Business — Description of our Business - Our Mutual Funds —
Equity schemes” on pages 146-147.

SIPs

SIPs are plans that allow for regular investments in our funds through a one-time mandate given by investors at the beginning
of their investments. SIP AUM is defined as the closing AUM of our mutual funds attributable to customers investing through
SIPs. Gross SIP inflows for the month is defined as the total inflows received through SIP modes in the one-month period
ending on the relevant dates.

Our SIP AUM increased by 49.76% to 2456.92 billion as of June 30, 2021 from %305.11 billion as of March 31, 2019, primarily
due to increased awareness of systematic investment products among individual investors and the success of the measures taken
by our management team and our sales force during the relevant periods on driving higher SIP sales to such investors, as well
as overall stock market gains over the last two years.

Gross SIP inflows decreased by 5.15% to 27,727.85 million for the month of June 2021 from %8,147.54 million for the month
of June 2020 and the average SIP transaction size decreased by 3.46% to 22,759.95 from 22,858.78 over the same period. Gross
SIP inflows decreased by 19.50% to 27,576.41 million for the month of March 2021 from 29,411.77 million for the month of
March 2019 and the average SIP transaction size decreased by 14.52% to 22,755.06 from %3,223.21 over the same period. The
decreases in gross SIP inflows were primarily due to lower investment sentiment during the COVID-19 pandemic during the
three months ended June 30, 2021 and the financial year 2021, and the decreases in average SIP transaction size were primarily
due to an increase in volume of SIPs coupled with greater investor preference for lower ticket size investments.

Systematic transactions are an important source of AAUM for our schemes. Building a stable pipeline of systematic transactions
is a key element of our business strategy as they provide us with regular and predictable inflows into our schemes. For details
on our SIPs and other systematic transactions, see “Our Business — Description of our Business — Systematic Transactions” on
pages 150-151.

Digital transactions

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Digital transactions are transactions effected by customers through any kind of online or digital platform, including our website
and mobile apps and other online distribution platforms and intermediaries.

The total number of digital transactions increased to 1.68 million, representing 89.10% of total transactions, for the three months
ended June 30, 2021, from 1.42 million, representing 93.26% of total transactions, for the three months ended June 30, 2020.
Similarly, the total number of digital transactions increased to 6.27 million, representing 87.75% of total transactions, for the
financial year 2021, from 4.13 million, representing 70.92% of total transactions, for the financial year 2019. The increase in
digital transaction activity reflect broader consumer trends towards increasing adoption of digital investment platforms and our
introduction of new digital platforms.

Significant Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our Restated Consolidated
Financial Information, which has been derived from our audited financial statements and restated in accordance with the SEBI
ICDR Regulations and the Guidance Note. The notes to our financial statements included in this Prospectus contain a summary
of our significant accounting policies. Set forth below is a summary of our most significant critical accounting policies under
Ind AS.

Basis of Preparation

The Restated Consolidated Financial Information has been prepared by our management specifically for the purpose of the
initial public offering of our Equity Shares. The Restated Consolidated Financial Information has been based on the
requirements of Section 26 of Part 1 of Chapter III of the Companies Act, the SEBI ICDR Regulations and the Guidance Note
on Reports in Company Prospectuses (Revised 2019) issued by the ICAI.

The Restated Consolidated Financial Information has been compiled by our management from the respective audited
consolidated financial statements of our Company for the period ended June 30, 2021 and the year ended March 31, 2021 along
with the comparative information for the period ended June 30, 2020 and the years ended March 31, 2020 and March 31, 2019
prepared in accordance with Ind AS under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time
to time).

Principles of Consolidation

The Restated Consolidated Financial Information incorporates the financial information of our Company and its subsidiaries.
For the purpose of consolidation, an entity which is controlled by our Company is treated as a subsidiary. Control is achieved
when our Company (i) has power over the investee, (ii) is exposed or has rights to variable returns from its involvement with
the investee and (iii) has the ability to affect those returns through its power over the investee. We also consider all relevant
facts and circumstances in assessing whether our Company has power over an investee, including (a) the contractual
arrangement with the other vote holders of the investee, (b) rights arising from other contractual arrangements, (c) our
Company’s voting rights and potential voting rights, and (d) the size of our Company’s holding of voting rights relative to the
size and dispersion of the holdings of the other voting rights holders.

Our Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one
or more of the three elements of control. Consolidation of a subsidiary begins when our Company obtains control over the
subsidiary and ceases when our Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated financial statements from the date our Company gains
control until the date our Company ceases to control the subsidiary.

Our Company acts as the fund manager for Aditya Birla Sun Life Mutual Fund and therefore has a significant involvement with
the funds. However, fund managers are subject to substantial investment restrictions and guidelines. In all cases, our Company
could be removed without cause by the majority of the unit holders. In addition, our Company does not have significant
investments in the units of mutual funds. As a result, the funds managed by our Company are not consolidated.

Use of Estimates

The preparation of the Restated Consolidated Financial Information in conformity with the Ind AS requires our Company’s
management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of financial statements and the reported amount of revenue and expenses during
the reporting period. The estimates and assumptions used in the accompanying financial statements are based upon
management's evaluation of the relevant facts and circumstances as of the date of financial statements. Actual results may differ
from those estimates and assumptions used in preparing the accompanying financial statements. Any revision to the accounting
estimates will be recognized prospectively in the current and future periods.

Revenue Recognition

Revenue (other than for those items to which Ind AS 109 (Financial Instruments) are applicable) is measured at fair value of

277
the consideration received or receivable. Revenue from contracts with customers is recognized when control of the goods or
services are transferred to the customer at an amount that reflects the consideration to which our Company expects to be entitled
in exchange for those goods or services.

Management fees are recognized on an accrual basis at specific rates, applied on the average daily net assets of each scheme.
The fees charged are in accordance with the terms of the respective schemes and are in line with the provisions of SEBI (Mutual
Funds) Regulations, 1996 as amended from time to time. Portfolio management fees and advisory fees are recognized on an
accrual basis as per the terms of the contract with the customers. Management fees from other services are recognized on an
accrual basis as per the terms of the contract with the customers at specific rates applied on net assets. These contracts include
a single performance obligation (for a series of distinct services) that is satisfied over time and the management fees and/or
advisory fees earned are considered as variable consideration. If the consideration promised in a contract includes a variable
amount, our Company estimates the amount of consideration to which our Company will be entitled in exchange for rendering
the promised services to a customer. The amount of consideration can vary because of discounts, rebates, refunds, credits, price
concessions, incentives, performance bonuses, or other similar items. The promised consideration can also vary if an entitlement
to the consideration is contingent on the occurrence or non-occurrence of a future event.

Dividend income is recognized when our Company’s right to receive dividend is established, it is probable that economic
benefits associated with dividend will flow to the entity and the amount of dividend can be measured reliably. This is generally
when shareholders approve the dividend. Interest income from financial assets, is recognized on a time proportion basis, taking
into account the amount outstanding and the rate applicable.

Leases

Our Company’s lease asset classes primarily consist of leases for buildings. Our Company assesses whether a contract contains
a lease at the inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the
use of an identified asset, our Company assesses whether (i) the contract involves the use of an identified asset, (ii) our Company
has substantially all of the economic benefits from use of the asset through the period of the lease, and (iii) our Company has
the right to direct the use of the asset.

At the date of commencement of a lease, our Company recognizes a right-of-use (“ROU”) asset and a corresponding lease
liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term
leases) and low value leases. Our Company applies the short-term lease recognition exemption to its short-term leases of its
branches/rental offices (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not
contain a purchase option). We also apply the lease of low-value assets recognition exemption to leases of office equipment
that are considered to be low value. For these short-term and low value leases, our Company recognizes the lease payments as
an expense on a straight-line basis over the term of the lease. Certain lease arrangements include the options to extend or
terminate the lease before the end of the lease term. ROU assets and lease liabilities include these options when it is reasonably
certain that they will be exercised.

ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They
are subsequently measured at cost less accumulated depreciation and accumulated impairment losses. ROU assets are
depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the under
lying asset. The estimated useful life of right-of-use assets (primarily buildings) range between one and nine years. ROU assets
are also subject to impairment, see “— Impairment of Non-Financial assets” on pages 279-280.

Lease liabilities are initially measured at the present value of the future lease payments. Lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index
or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a
purchase option reasonably certain to be exercised by our Company, and payments of penalties for terminating the lease if the
lease term reflects our Company exercising the option to terminate. In calculating the present value of lease payments, our
Company uses our incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is
not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made.

Lease liabilities are remeasured with a corresponding adjustment to the related right of-use asset if our Company changes its
assessment on exercise of an extension or a termination option. Lease liabilities and ROU assets have been separately presented
on the balance sheet and lease payments have been classified as financing cash flows.

Property, Plant and Equipment

Property, plant and equipment is stated at their cost of acquisition, less accumulated depreciation and accumulated impairment
losses. All other repair and maintenance costs are recognized in profit or loss as incurred. Advances paid towards the acquisition
of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-current
assets.

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An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement
of profit or loss when the asset is derecognized.

Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at
cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding
capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which
the expenditure is incurred.

An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and
loss. when the asset is derecognized.

The intangible assets under development includes cost of intangible assets that are not ready for their intended use less
accumulated impairment losses.

Depreciation on Property, Plant and Equipment and Amortisation of Intangible Assets

Depreciation on property, plant and equipment is provided on a straight-line basis at the rates and useful life as prescribed in
Schedule II of the Companies Act or as determined by our Company’s management based on technical advice, except assets
individually costing less than 25,000 which are fully depreciated in the year of purchase or acquisition. Depreciation commences
when assets are ready for its intended use.

 

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life are reviewed at least at the end of each reporting period and adjusted prospectively, if appropriate.
The amortisation expense on intangible assets with finite lives is recognized in the statement of profit and loss.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year end and adjusted prospectively, if appropriate.

The following table summarizes the useful life of our assets based on management estimates and as required by the Companies
Act.

Useful Life as prescribed

 

 

 
 
 
 

 

 

 

 

 

 

by Schedule II of the
Type of fixed asset Estimated Useful Life Companies Act
Depreciation on tangible assets:
Computers
Server and networking 3 years 6 years
Other.. 3 years 3 years
Office equipment 5 years 5 years
Vehicles — motor car / two wheeler: 5S years 8 years
Furniture and fixtures... 5 years 10 years
Mobile phones (included in office equipment) .. 2 years Not specified
Over the period of the
lease term or 3 years,
Lease hold improvements ... whichever is less Not specified
Amortisation of intangible assets:
Investment management rights 10 years Not specified
Software 3 years Not specified

Impairment of Non-Financial Assets

The carrying amounts of non-financial assets are reviewed at each balance sheet date if there is any indication of impairment
based on internal/external factors. An asset is treated impaired when the carrying cost of an asset or cash-generating unit
(“CGU”) exceeds its recoverable value. The recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets. The recoverable amount is the
greater of the asset’s or CGU’s fair value less costs of disposal and its value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market
transactions are considered. If no such transactions can be identified, an appropriate valuation model is used.

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After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. An
impairment loss, if any, is charged to statement of profit and loss in the year in which an asset is identified as impaired. A
previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the
asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount
of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement
of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

Employee Benefits
Provident Fund

Retirement benefit in the form of provident fund is a defined contribution scheme. Our Company has no obligation, other than
the contribution payable to the provident fund. Our Company recognizes contribution payable to the provident fund scheme as
an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before
the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after
deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received
before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example,
a reduction in future payment or a cash refund.

Gratuity

Our Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately
administered fund. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit
method.

Cash and Cash Equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and cash in hand and short-term investments with an
original maturity of three months or less which are subject to an insignificant risk of changes in value. For the purpose of the
consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits as they are considered
an integral part of our Company’s cash management.

Taxes
Current tax

Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from, or
paid to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or
substantively enacted, by the reporting date in the countries where our Company operates and generates taxable income.

Deferred tax

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences,
except (i) where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss, and (ii) in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the
reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any
unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized,
except (i) when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss, and (ii) in respect of deductible temporary differences associated with investments
in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable
that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized
deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be recovered.

Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when our Company has a present obligation (legal or constructive) as a result of past events and it is
280
probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be
made. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably. The expense relating to a provision is presented in the statement of profit and loss net of
any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. These are reviewed at each balance sheet date and adjusted to reflect the current
best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
our Company or a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made. Claims against our Company,
where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities. A contingent
asset is not recognized but disclosed in the financial statements where an inflow of economic benefit is virtually certain.

Key Components of our Statement of Profit and Loss
The following descriptions set forth information with respect to the key components of our profit and loss statements.
Revenue

Revenue from operations. Revenue from operations primarily comprises investment management fees that are based on
percentages of the AAAUM of the schemes we manage in accordance with the underlying investment management agreement
and the SEBI (Mutual Fund) Regulations, 1996. Our revenue from operations also includes revenue earned from portfolio
management fees, advisory and performance fees that we generate from our portfolio management services, offshore and real
estate offerings as well as net gain or loss on fair value changes and on sale of investments.

Other income. Other income primarily comprises interest income, income from variable lease adjustments, dividend income
and other miscellaneous income.

Expenses

Expenses comprise employee benefit expenses, other expenses, fees and commission expenses, depreciation and amortisation
expenses and finance cost.

Employee benefit expenses. Employee benefit expenses primarily comprises salaries and allowances, contribution to provident
and other funds, staff welfare expenses and share-based payments. Share-based payments comprise expenses incurred in
relation to employee stock option plans established by our Company and our parent company, ABCL. Pursuant to such
employee stock option plans, stock options are granted to our employees in accordance with the employee stock option plan’s
vesting schedule and are recognized as an expense in the respective periods.

Other expenses. Other expenses primarily comprise expenses relating to outsourced service charges, software and technology
expenses, legal and professional charges, database research expenses, outsourced fund accounting expenses, other
administrative expenses, corporate social responsibility (“CSR”) expenses, fund expenses and business promotion expenses
such as expenses relating to marketing, publicity and distribution engagement. Pursuant to the 2018 SEBI Circular, after
October 22, 2018, certain scheme-related expenses are borne by our Company as exceptions in accordance with circulars and
guidelines issued by SEBI and the Association of Mutual Funds in India (“AMET”). Such expenses, along with new fund offer
(“NFO”) expenses on the launch of new schemes are borne by our Company and recognizes as fund expenses. Other expenses
also include expenses for auditor’s remuneration, which relates to remuneration paid to our Statutory Auditors for audit fees,
tax audit fees, other services (which pertains to limited review procedures and certification services, such as annual performance
report on the functioning of our foreign wholly-owned subsidiary) and reimbursement of expenses.

Fees and commission expenses. Fees and commission expense consists of marketing fees, incentives and commissions paid in
connection with our schemes, portfolio management services and investment advisory services.

Depreciation and amortisation expense. Depreciation and amortisation expense consists of depreciation of our tangible assets
and amortisation of our intangible assets. Our tangible assets include buildings, furniture and fixtures, vehicles, office
equipment, computer equipment and improvements made to rented premises. Our intangible assets include our investment
management rights and software.

Finance cost. Finance cost primarily reflects interest expense on lease liabilities recognized in accordance with Ind AS 116
(Leases).

The following tables set forth a breakdown of our expenses and each item as a percentage of total expenses for the periods
indicated:

281
Fees and commission expenses.....
Finance cost.
Employee benefit expenses
Depreciation and amortisation expense.
Other expenses ...

Total expenses...

Fees and commission expenses
Finance cost..
Employee benefit expenses
Depreciation and amortisation expense .
Other expenses

Total expenses

 
 

 

 

 

 

Tax Expense

 

 

 

 

 

 

For the Three Months Ended June 30,

2021 2020

(in millions, except percentages)
61.65 4.73% 160.90 12.32%
13.49 1.03% 15.01 1.15%
689.77 52.91% 601.20 46.02%
89.66 6.88% 95.16 7.28%
448.99 34.45% 434.03 33.23%
1,303.56 100.00% 1,306.30 100.00%

   

 

For the Financial Year Ended March 31,

 

 

 

2021 2020 2019
@ in millions, except percentages)

470.57 9.23% 750.53 13.08% 1,435.01 18.85%
55.57 1.09% 54.41 0.95% 57.33 0.75%
2,406.99 47.20% 2,420.20 42.16% 2,775.01 36.44%
374.42 7.34% 365.22 6.36% 324.03 4.26%
1,791.98 35.14% 2,150.03 37.45% 3,023.45 39.70%
5,099.53 100.00% 5,740.39 100.00% 7,614.83 100.00%

 

 

Our tax expense consists of current tax and deferred tax.

Our Results of Operations

The following tables set forth our selected financial data from our restated consolidated statement of profit and loss for the three
months ended June 30, 2021 and 2020 and the financial years 2021, 2020 and 2019, the components of which are also expressed

as a percentage of total income for such periods:

Income:
Revenue from operations
Fees and commission income...

Net gain on fair value changes ..
Total revenue from operations ..
Other income. .
Total income .
Expenses:

Fees and commission expenses ...
Finance cost...

Employee benefit expenses ...
Depreciation and amortisation expense ..
Other expenses
Total expenses
Profit before tax.
Income tax expense:
Current tax...
Deferred tax.
Income tax expense.

Profit for the period

Income:

Revenue from operations
Fees and commission income
Net gain on fair value changes .
Total revenue from operations...
Other income.

 

 

 

Total income .
Expenses:

 

 

 

 

 

 

 

 

 

 

  

 

 

 

For the Three Months Ended June 30,
2021 2020
(Zin millions, except percentages)

   
 

3,031.69 90.16% 2,187.24 83.88%
300.73 8.95% 378.94 14.54%
3,332.42 99.11% 2,566.18 98.42%
0.89% 1.58%

 

 

 

 

 

 

 

 

61.65 1.83% 160.90 6.17%
13.49 0.40% 15.01 0.58%
689.77 20.51% 601.20 23.06%
89.66 2.67% 95.16 3.65%
448.99 13.36% 434.03 16.64%
1,303.56 38.77% 1,306.30 50.10%
2,058.89 61.23% 1,301.17 49.90%
547.38 16.28% 289.62 11.11%
(37.93) _(1.13)% 38.04 1.46%
509.45 15.15% 327.66 12.57%
1,549.44 46.08% 973.51 37.34%
For the Financial Year Ended March 31,
2021 2020 2019
@ in millions, except percentages)
10,679.07 88.56% 11,596.70 93.92% 13,267.74 94.28%
1,231.21 10.21% 741.65 6.00% 792.93 5.63%
11,910.28 98.77% 12,338.35, 99.92% 14,060.67 99.92%
148.13 1.23% 9.33 0.08% 11.83 0.08%
12,058.41 100.00% 12,347.68 100.00% 14,072.50 100.00%

 

 

282
For the Financial Year Ended March 31,

 

 

 

 

 

2021 2020 2019
(@ in millions, except percentages)
Fees and commission expenses .... ws 470.57 3.90% 750.53 6.08% 1,435.01 10.20%
Finance cost... 55.57 0.46% 54.41 0.44% 57.33 0.41%
Employee benefit expenses .. 2,406.99 19.96% 2,420.20 19.60% 2,775.01 19.72%
Depreciation and amortisation expens: 374.42 3.11% 365.22 2.96% 324.03 2.30%
1,791.98 14.86% 2,150.03 17.41% 3,023.45 21.48%

 

Other expenses ....
Total expenses
Profit before tax.
Income tax expense:

 

5,099.53 42.29% 5,740.39 46.49% 7,614.83 54.11%
6,958.88 57.71% 6,607.29 53.51% 6,457.67 45.89%

 

 

 

 

 

 

 

 

 

 

 

 

 

Current tax. 1,705.55 14.14% 1,603.33 12.98% 2,244.44 15.95%
Deferred tax. (8.82)  (0.07)% 66.67 0.54% (261.27) —(1.86)%
Adjustment in respect of current income tax of

previous years. (0.65) (0.00)% (6.73) (0.05)% 651 0.05%
Income tax expens 1,696.08 14.07% 1,663.27 13.47% 1,989.68 14.14%
Profit for the year... 5,262.80 43.64% 4,944.02 40.04% 4,467.99 31.75%

 

 

 

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

Total income. Total income increased by 28.95% to 33,362.45 million for the three months ended June 30, 2021 from 22,607.47
million for the three months ended June 30, 2020 due to an increase in revenue from operations, partially offset by a decrease
in other income.

Revenue from operations. Revenue from operations increased by 29.86% to 33,332.42 million for the three months ended June
30, 2021 from 22,566.18 million for the three months ended June 30, 2020, primarily due to a 3844.45 million increase in fees
and commission income, which was primarily attributable to an increase in total AAUM, mainly driven by improved investor
sentiment in relation to the COVID-19 pandemic. The increase in revenue from operations was partially offset by a 778.21
million decrease in net gain on fair value changes, which was primarily due to higher gains earned on debt and equity schemes,
mainly driven by a period of increase in market debt yields and favorable equity market conditions in India.

Other income. Other income decreased by 27.27% to 30.03 million for the three months ended June 30, 2021 from 241.29
million for the three months ended June 30, 2020, primarily due to a higher amount of rent concession granted during the three
months ended June 30, 2020. The decrease in other income was partially offset by a 29.61 million increase in interest income,
which was mainly attributable to higher interest earned on investments in bonds issued by public sector undertakings made
during the three months ended June 30, 2020.

Total expenses. Total expenses decreased by 0.21% to 21,303.56 million for the three months ended June 30, 2021 from
21,306.30 million for the three months ended June 30, 2020, primarily due to a decrease in fees and commission expense,
partially offset by an increases in employee benefit expenses and other expenses.

Fees and commission expenses. Fees and commission expenses decreased by 61.68% to %61.65 million for the three months
ended June 30, 2021 from 2160.90 million for the three months ended June 30, 2020, primarily due to a decrease in prepaid
commission expenses as a result of the trailing effect of the 2018 SEBI Circular.

Employee benefit expenses. Employee benefit expenses increased by 14.73% to 2689.77 million for the three months ended
June 30, 2021 from 2601.20 million for the three months ended June 30, 2020, primarily due to share-based payments by our
Company of 2116.54 million recorded in the three months ended June 30, 2021, which related to stock options and restricted
stock units granted to certain of our employees in April 2021, while no such expense was recorded in the three months ended
June 30, 2020. We had 1,002 permanent employees as of June 30, 2021 as compared to 1,067 permanent employees as of June
30, 2020.

Other expenses. Other expenses slightly increased by 3.45% to 448.99 million for the three months ended June 30, 2021 from
2434.03 million for the three months ended June 30, 2020, primarily due to increases in fund expenses and software and
technology expenses, partially offset by a decrease in business promotion expenses.

Income tax expense. Our income tax expense increased by 55.48% to %509.45 million for the three months ended June 30, 2021
from 2327.66 million for the three months ended June 30, 2020. For the three months ended June 30, 2021, we had a current
tax expense of 3547.38 million and a deferred tax credit of 337.93 million. For the three months ended June 30, 2020, we had
a current tax expense of %289.62 million and a deferred tax expense of 238.04 million. Our effective tax rate (which represents
income tax expense expressed as a percentage of profit before tax for the relevant period) was 24.74% and 25.18% for the three
months ended June 30, 2021 and 2020, respectively.

Profit for the period. As a result of the foregoing, our profit for the period increased by 59.16% to 21,549.44 million for the
three months ended June 30, 2021 from 2973.51 million for the three months ended June 30, 2020.

Financial Year 2021 Compared to Financial Year 2020

283
Total income. Total income decreased by 2.34% to 712,058.41 million for the financial year 2021 from 212,347.68 million for
the financial year 2020 due to a decrease in revenue from operations, partially offset by an increase in other income.

Revenue from operations. Revenue from operations decreased by 3.47% to 11,910.28 million for the financial year 2021 from
212,338.35 million for the financial year 2020, due to a 2917.63 million decrease in fees and commission income, which was
primarily attributable to a decrease in total AAUM, mainly driven by market volatility in the mutual fund industry in India due
to loss of investor sentiment during the current COVID-19 pandemic. The decrease in revenue from operations was partially
offset by a 7489.56 million increase in net gain on fair value changes, which was primarily due to higher gains earned on debt
and equity schemes, mainly driven by a period of increase in market debt yields and favorable equity market conditions in
India.

Other income. Other income significantly increased to 7148.13 million for the financial year 2021 from 9.33 million for the
financial year 2020, primarily due to a 299.01 million increase in interest income, which was mainly attributable to interest
earned on investments in bonds issued by public sector undertakings made during the financial year 2021. The increase in other
income was also partially due to rent concession of 335.39 million recorded in the financial year 2021.

Total expenses. Total expenses decreased by 11.16% to 25,099.53 million for the financial year 2021 from 25,740.39 million
for the financial year 2020, primarily due to decreases in other expenses and fees and commission expenses.

Other expenses. Other expenses decreased by 16.65% to 21,791.98 million for the financial year 2021 from 22,150.03 million
for the financial year 2020, primarily due to lower expenses incurred in connection with promotional events and publicity as
well as a decrease in travelling and office administrative expenses, which were mainly attributable to the lockdown measures
in place during the current COVID-19 pandemic.

Fees and commission expenses. Fees and commission expenses decreased by 37.30% to 2470.57 million for the financial year
2021 from 2750.53 million for the financial year 2020, primarily due to a decrease in prepaid commission expenses as a result
of the trailing effect of the 2018 SEBI Circular as well as lower commission expenses incurred in connection with our portfolio
management services in line with a decrease in portfolio management services AAUM.

Income tax expense. Our income tax expense increased by 1.97% to 21,696.08 million for the financial year 2021 from
21,663.27 million for the financial year 2020. For the financial year 2021, we had a current tax expense of 21,705.55 million
and a deferred tax credit of 28.82 million. For the financial year 2020, we had a current tax expense of 71,603.33 million anda
deferred tax expense of %66.67 million. Our effective tax rate (which represents income tax expense expressed as a percentage
of profit before tax for the relevant year) was 24.37% and 25.17% for the financial years 2021 and 2020, respectively.

Profit for the year. As a result of the foregoing, our profit for the year increased by 6.45% to 25,262.80 million for the financial
year 2021 from %4,944.02 million for the financial year 2020.

Financial Year 2020 Compared to Financial Year 2019

Total income. Total income decreased by 12.26% to 212,347.68 million for the financial year 2020 from 714,072.50 million
for the financial year 2019 due to decreases in revenue from operations and other income.

Revenue from operations. Revenue from operations decreased by 12.25% to 212,338.35 million for the financial year 2020
from 214,060.67 million for the financial year 2019, primarily due to a 21,671.04 million decrease in fees and commission
income, which was mainly driven by the trailing effect of the 2018 SEBI Circular which mandated the reduction of TERs by
various schemes) and the payment of fund expenses by schemes instead of by AMCs, thereby resulting in lower asset
management fees charged. The decrease in revenue from operations was also due to a 751.28 million decrease in net gain on
fair value changes, mainly driven by lower gains earned on certain debt and equity schemes in the fourth quarter of the financial
year 2020 as a result of market volatility during the beginning of the COVID-19 pandemic.

Other income. Other income decreased by 21.13% to 29.33 million for the financial year 2020 from 211.83 million for the
financial year 2019, primarily due to a 23.76 million decrease in interest income, partially offset by a 21.37 million increase in
miscellaneous income.

Total expenses. Total expenses decreased by 24.62% to 25,740.39 million for the financial year 2020 from 27,614.83 million
for the financial year 2019, primarily due to decreases in other expenses, fees and commission expenses and employee benefit
expenses.

Other expenses. Other expenses decreased by 28.89% to 22,150.03 million for the financial year 2020 from 23,023.45 million
for the financial year 2019, primarily due to a 7808.00 million decrease in fund expenses, as a result of the trailing effect of the
2018 SEBI Circular which mandated the payment of fund expenses by schemes instead of by AMCs, and a 2149.96 million
decrease in business promotion expenses, driven by less spending on advertising, sales promotion and distribution activities.
The decrease in other expenses was partially offset by increases in outsourced services charges, legal and professional charges,
and software and technology expenses, which were mainly driven by the growth of our operations.

Fees and commission expenses. Fees and commission expenses decreased by 47.70% to 2750.53 million for the financial year
2020 from 21,435.01 million for the financial year 2019, primarily due to (i) a decrease in prepaid commission expenses (which

284
were paid prior to the implementation of the 2018 SEBI Circular) as a result of the trailing effect of amortisation, and (ii) lower
commission expenses incurred in connection with our portfolio management services in line with a decrease in portfolio
management AUM.

Employee benefit expenses. Employee benefit expenses decreased by 12.79% to 22,420.20 million for the financial year 2020
from 22,775.01 million for the financial year 2019, primarily due to a 2202.28 million decrease in salaries and allowances as a
result of lower provisions for our employee long-term incentive plan (“LTIP”) and employee variable pay, a 785.36 million
decrease in share-based payments relating to expenses incurred in connection with the employee stock option plan established
by our parent company, ABCL, in line with the program’s vesting schedule, as well as a 277.35 million decrease in staff welfare
expenses, which were mainly driven by cost rationalization initiatives. We had 1,087 permanent employees as of March 31,
2020 as compared to 1,053 permanent employees as of March 31, 2019.

Income tax expense. Our total tax expense decreased by 16.41% to 21,663.27 million for the financial year 2020 from 21,989.68
million for the financial year 2019. For the financial year 2020, we had a current tax expense of 71,603.33 million and a deferred
tax expense of 266.67 million. For the financial year 2019, we had a current tax expense of 22,244.44 million and a deferred
tax credit of 2261.27 million. Our effective tax rate (which represents income tax expense expressed as a percentage of profit
before tax for the relevant year) was 25.17% and 30.81% for the financial years 2020 and 2019, respectively.

Profit for the year. As a result of the foregoing, our profit for the year increased by 10.65% to 24,944.02 million for the financial
year 2020 from 24,467.99 million for the financial year 2019.

Our Financial Position

The following table sets forth our selected financial data from our restated consolidated summary statement of assets and
liabilities as of June 30, 2021 and March 31, 2021, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, As of March 31,
2021 2021 2020 2019
(in millions)

Assets:
Total financial assets... 19,428.39 18,332.65 13,637.69 12,307.64
Total non-financial assets .. 1,430.39 1,512.86 2,081.90 2,676.96
Total assets 20,858.78 19,845.51 15,719.59 14,984.60

Liabilities and equi
Total financial liabilities 1,442.80 1,433.12 1,564.26 2,009.87
Total non-financial liabilities 1,394.41 1,366.26 986.60 769.08
Total equity. 18,021.57 17,046.13 13,168.73 12,205.65
Total liabilities and equity...... — 20,858.78 19,845.51 15,719.59 14,984.60

 

 

 

Financial Assets

Our total financial assets increased by 5.98% to 219,428.39 million as of June 30, 2021 from 218,332.65 million as of March
31, 2021, primarily due to an increase in our investments to 218,520.68 million from 217,262.54 million.

Our total financial assets increased by 34.43% to 218,332.65 million as of March 31, 2021 from 213,637.69 million as of March
31, 2020 primarily due to an increase in our investments to 217,262.54 million from 712,633.58 million.

Our total financial assets increased by 10.81% to 213,637.69 million as of March 31, 2020 from 212,307.64 million as of March
31, 2019 primarily due to an increase in our investments to 712,633.58 million from 211,380.66 million.

Financial Liabilities

Our total financial liabilities increased by 0.68% to 21,442.80 million for as of June 30, 2021 from 21,433.12 million as of
March 31, 2021, primarily due to an increase in trade payables to 7421.28 million from 2373.87 million, partially offset by (i)
a decrease in lease liabilities to 569.72 million from %593.14 million, and (ii) a decrease in other financial liabilities to 7451.80
million from 466.11 million.

Our total financial liabilities decreased by 8.38% to 71,433.12 million as of March 31, 2021 from 21,564.26 million as of March
31, 2020 primarily due to a decrease in trade payables to 2373.87 million from 2474.04 million and a decrease in lease liabilities
to 2593.14 million from 2620.84 million.

Our total financial liabilities decreased by 22.17% to 21,564.26 million as of March 31, 2020 from 22,009.87 million as of
March 31, 2019 primarily due to a decrease in trade payables to 474.04 million from %755.22 million, mainly driven by the
trailing effect of the 2018 SEBI Circular which mandated the payment of fund expenses by schemes instead of by AMCs. The
decrease in total financial liabilities was also partially attributable to decreases in lease liabilities and provision for employee
benefits.

Liquidity and Capital Resources

285
Our primary source of liquidity is cash generated from operations. As of June 30, 2021, we had cash and cash equivalents of
%520.13 million.

Our financing requirements are primarily for working capital. We expect that cash flow from revenue from operations will
continue to be our principal source of cash in the long-term. We evaluate our funding requirements periodically in light of our
net cash flow from operating activities, the requirements of our business and operations, acquisition opportunities and market
conditions.

Cash Flows
The following table summarizes our cash flows data for the years indicated:

For the Three Months _For the Financial Year Ended March
Ended June 30, 31,

 

2021 2020 2021 2020 2019

 

(in millions)
1,665.71 1,117.97 5,122.51 4,970.10 3,153.40

  
 

Net cash generated from operating activities ..

 

 

 

Net cash (used in)/ generated from investing activities (943.17) (1,103.03) (3,398.23) (660.81) 624.18
Net cash used in financing activities... (767.72) (43.08) _ (1,625.02) __ (4,225.48) _ (3,835.65)
Net (decrease)/increase in cash and cash equivalents . (45.18) (28.14) 99.26 83.81 (58.07)
Cash and cash equivalents at beginning of the period/year. 565.31 466.05 466.05 382.24 440.31
Cash and cash equivalents at end of the period/year....... 520.13 437.91 565.31 466.05 382.24

 

Net cash generated from operating activities

Our net cash generated from operating activities increased by 3547.74 million to 21,665.71 million for the three months ended
June 30, 2021 from 21,117.97 million for the three months ended June 30, 2020, primarily due to an increase in operating profit
before working capital changes, partially offset by (i) changes in working capital, particularly receivables, other non-financial
assets, financial liabilities and non-financial liabilities, and (ii) an increase in net income tax paid.

Our net cash generated from operating activities increased by 7152.41 million to 35,122.51 million in the financial year 2021
from 24,970.10 million in the financial year 2020, primarily due to a decrease in net income tax paid.

Our net cash generated from operating activities increased by 21,816.70 million to %4,970.10 million in the financial year 2020
from 23,153.40 million in the financial year 2019, primarily due to an increase in operating profit before working capital
changes, favorable changes in working capital, particularly non-financial liabilities, payables and non-financial assets, and a
decrease in net income tax paid partially offset by a decrease in profit on sale of investments.

Net cash (used in)/generated from investing activities

Our net cash used in investing activities decreased by 3159.86 million to 2943.17 million for the three months ended June 30,
2021 from 21,103.03 million for the three months ended June 30, 2020, primarily due to an increase in sale of investments,
partially offset by an increase in purchase of investments.

Our net cash used in investing activities increased by 22,737.42 million to 33,398.23 million in the financial year 2021 from
2660.81 million in the financial year 2020, primarily due to an increase in purchase of investments, partially offset by an
increase in sale of investments.

Our net cash used in investing activities was 7660.81 million in the financial year 2020 as compared to net cash generated from
investing activities of 7624.18 million in the financial year 2019, primarily due to a decrease in sale of investments, offset by a
decrease in purchase of investments.

Net cash used in financing activities

Our net cash used in financing activities increased by 2724.64 million to 3767.72 million for the three months ended June 30,
2021 from 243.08 million for the three months ended June 30, 2020, primarily due to interim dividend paid during the period
(including tax thereon) of 3705.60 million during the three months ended June 30, 2021, while no such dividend was paid in
the three months ended June 30, 2020.

Our net cash used in financing activities decreased by 22,600.46 million to 71,625.02 million in the financial year 2021 from
24,225.48 million in the financial year 2020, primarily due to a decrease in interim dividend paid.

Our net cash used in financing activities increased by 3389.83 million to 74,225.48 million in the financial year 2020 from
33,835.65 million in the financial year 2019, primarily due to an increase in interim dividend paid.

Capital Expenditure

286
Our capital expenditures primarily relate to the purchase of property, plant and equipment and intangible assets (including
computers, furniture and other fixtures, vehicles, office equipment, leasehold improvements and software) and amounted to
214.90 million, 337.59 million, 7115.41 million, 164.07 million and 3204.23 million for the three months ended June 30, 2021
and 2020 and the financial years 2021, 2020 and 2019, respectively.

Indebtedness

As of June 30, 2021, we had no indebtedness.

Contractual Obligations

The following table sets forth our contractual obligations with definitive payment terms as of June 30, 2021:

 

 

 

 

Payment due by period

Less than 12 More than 12
Total months months

(Zin millions)

Trade payables ... 421.28 421.28 -

Employee dues .. 451.33 451.33 -

Payable for capital expenditur 0.47 0.47 -

Lease liabilities. 653.81 241.17 412.64

Total . 1,526.89 1,114.25 412.64

 

 

Contingent Liabilities and Commitments

The following tables set forth our contingent liabilities and commitments (unexecuted contracts) as per Ind AS 37, as of June
30, 2021:

As of June 30, 2021
(Zin millions)
Contingent liabilities:
Claims against us not acknowledged as debts in respect of:

 

 

Income tax matters. 328.43
Other matters ... 8.42
As of June 30, 2021

@in millions)

Commitments — Unexecuted contracts:

Commitments for the acquisition of property, plant and equipment. 18.31

 

Off-Balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates
or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-
balance sheet arrangements.

Quantitative and Qualitative Analysis of Market Risks

We are exposed to various types of market risks during the normal course of business. The market risks we face are related
principally to market volatility, changes in interest rates and the creditworthiness of our counterparties.

Market Risk

Market risk is the risk that the value of an investment will decrease due to adverse changes in market factors. These factors
could include global and domestic economic environment, outlook of corporate sector performance, financial market conditions
in general and other factors beyond our control. Our business is subject to market volatility, specialty in the equity markets,
which impacts the underlying securities held by our schemes and in turn the performance of the scheme. Thus, any prolonged
decline and/or volatility in capital markets could have a negative impact on the growth of our AUM and our revenues. Customers
could even withdraw their invested money as they move to invest in other asset classes making an adverse impact on both our
AUM and revenues. In addition, the investment of our own surplus funds is also exposed to market risk.

Barring the volatility in 2020, the securities market in India and elsewhere have experienced favorable and sustained
performance over several years, and such favorable business environment may not continue. Over the years, the Indian securities
markets, and the equity markets in particular, have attracted substantial inflows of new investments, and have experienced
significant market appreciation, which has in turn, contributed to an increase in AUM and revenue. Any decline in the securities
market, in general, and the equity markets, in particular, could reduce AUM and consequently our revenue. For example, recent
concerns relating to the United States and China trade tensions have led to increased volatility in the global capital markets,

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adversely affecting the emerging markets and our industry. In addition, any instability in countries neighboring India may have
a negative effect on the Indian markets and adversely affect our business. Furthermore, in 2020, global capital markets have
experienced significant volatility as a result of the COVID-19 pandemic and associated responses.

Even in the absence of a market downturn, we are potentially exposed to substantial risks due to market volatility. A general
decline in the performance of securities in an industry, in which assets managed by us may be invested, could have an adverse
effect on our AUM and income. Our growth rate has varied from year to year, and there can be no assurance that the average
growth rates sustained in the past will continue. A failure of securities markets to sustain their recent levels of growth or short-
term volatility in these markets could result in clients withdrawing from the markets or decreasing their rate of investment,
either of which would be likely to adversely affect our AUM and income. In addition to the potentially adverse effects on our
businesses described above, market risk could exacerbate other risks that we face.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our fixed income debt
investments. The performance of our fixed income schemes is sensitive to interest rate risk or the impact on the value of
investments due to movement of interest rates in the economy. The movement of interest rates depends on several factors such
as global and local economic conditions, inflation, fiscal and current account deficit, and other factors beyond our control.

Interest rate fluctuations can have an adverse impact on the valuation of fixed income investments held by our schemes and
consequently on the performance of our schemes and the management fees we earn. Any adverse impact of interest rate
fluctuations can have a negative impact on both our AUM and revenues. The interest rate sensitivity of our schemes varies
across and is a function of their average maturity or duration.

Credit Risk

Credit risk or default risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The underlying investments in our fixed income schemes carry varying degrees of credit
risk. Any deterioration in the credit profile of our fixed income investments or a credit event can have an adverse impact on the
performance of our schemes and in turn on our AUM and revenues. In particular, we are exposed to failure by funds to pay fees
owing to us. Management fees from mutual funds, representing the majority of our revenue, are collected on a periodic basis.
In addition, we are exposed to amounts due from investors for the purchase of units/shares in mutual funds, although the loss
on defaults is limited to the amount of any adverse market and/or foreign exchange movements in the value of the fund holding
since the transaction was placed.

We have clearly defined policies to mitigate counterparty risks. Cash and liquid investments are held primarily in mutual funds
and banks with good credit ratings. Defined limits are in place for exposure to individual counterparties in case of mutual fund
houses and banks. Customer credit risk is managed by each business unit in accordance with our established policies, procedures
and control relating to customer credit risk management.

Unusual or Infrequent Events or Transactions

Except as described in this Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that
have in the past or may in the future affect our business operations or future financial performance.

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the
trends identified above in ““— Significant Factors Affecting Our Results of Operations” and the uncertainties described in “Risk
Factors”, beginning on pages 271-276 and 25, respectively. Except as disclosed in this \ Prospectus, there are no known trends
or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from
continuing operations.

Future Relationship between Cost and Revenue

Other than as described in “Risk Factors”, “Our Business” and “Management's Discussion and Analysis of Financial Condition
and Results of Operations” beginning on pages 25, 135 and 270, respectively, to our knowledge, there are no known factors
that may adversely affect our business prospects, results of operations and financial condition.

New Products or Business Segments

Except as disclosed in this Prospectus, there are no new products or business segments that have or are expected to have a
material impact on our business prospects, results of operations or financial condition.

Supplier or Customer Concentration

We do not have any material dependence on a single or few suppliers. We have a wide customer base and do not have any
material dependence on any particular customer or supplier. However, a majority of our revenue is derived from our role as the

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asset manager to Aditya Birla Sun Life Mutual Fund.

Competitive Conditions

We expect competition in our industry from existing and potential competitors to intensify. For details, please refer to the
discussions of our competition in the sections “Risk Factors” and “Our Business” beginning on pages 25 and 135, respectively,
of this Prospectus.

Seasonality

Our business is not subject to seasonal variations.

Significant Developments Occurring after June 30, 2021

Except as disclosed in this Prospectus, there are no circumstances that have arisen since June 30, 2021, the date of the last
financial statements included in this Prospectus, which materially and adversely affect or is likely to affect our operations or
profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months.

Recent Accounting Pronouncements

As of the date of this Prospectus, there are no recent accounting pronouncements, which would have a material effect on our
financial condition or results of operations.

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SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by statutory or regulatory authorities;
(iii) claims related to direct and indirect taxes; and (iv) pending material litigation, in each case involving our Company, Directors,
Promoters or Subsidiaries. Further except as stated in this section, (a) there are no disciplinary actions including penalty imposed by the
SEBI or stock exchanges against our Promoters in the last five Financial Years including any outstanding action; and (b) pending litigation
involving our Group Companies which may have a material impact on our Company.

 

For the purpose of (iv) above, our Board in its meeting held on April 14, 2021 and September 8, 2021, as applicable, has considered and
adopted a policy of materiality for identification of material litigation involving our Company, Directors, Promoters or Subsidiaries
(“Materiality Policy”). In terms of the Materiality Policy, any outstanding litigation involving our Company which exceeds the amount
equivalent to 1% of the consolidated revenue as per the Restated Financial Information for Fiscal 2021 would be considered ‘material’ for
disclosure in this Prospectus. Based on above, 2120.58 million, which is 1% of the consolidated revenue of our Company as per the Restated
Financial Information of our Company for Fiscal 2021, has been considered as the materiality threshold. Accordingly, disclosures of the
following types of litigation involving Company, Directors, Promoters or Subsidiaries have been included:

(a) where the aggregate amount involved in such individual litigation exceeds 1% of the consolidated revenue of our Company as per the
Restated Financial Information of our Company for Fiscal 2021 which is 2120.58 million individually;

(b) where the monetary liability is not quantifiable, but where the outcome of such legal proceedings could have a material adverse effect
on the business, operations, financial position, or reputation of our Company;

(©) where such matter involves our Subsidiaries, such cases which exceeds the amount equivalent to 1% of the consolidated revenue of
the respective Subsidiary, as per their latest financial information.

(d)_ where such matter involves our Directors, all outstanding civil litigation, where an adverse outcome would materially and adversely
affect our Company; and

(e) where such matter involves our Promoter ABCL, such cases which exceeds the amount equivalent to 1% of the consolidated revenue
of ABCL as per its latest audited consolidated financial information and where such matter involves our Promoter Sun Life AMC, such
cases which exceeds the amount equivalent to 1% of the revenue of Sun Life AMC as per its latest available unaudited financial
information. 1% of the consolidated revenue of our Promoter ABCL as per its latest audited financial information for the year ended
March 31, 2021 is 21,927.38 million. Accordingly, %1,927.38 million has been considered as the materiality threshold for our
Promoter, ABCL. Further, 1% of the revenue of our Promoter Sun Life AMC as per its latest available unaudited financial information
for the year ended December 31, 2020 is CAD 0.38 million. Accordingly, CAD 0.38 million, has been considered as the materiality
threshold for our Promoter, Sun Life AMC.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this purpose, our Board in its
meeting held on April 14, 2021, has considered and adopted a policy of materiality for identification of material outstanding dues to creditors.
In terms of this materiality policy, outstanding dues to any creditor of our Company having monetary value which exceed %21.06 million,
which is 5% of the trade payables of our Company as at June 30, 2021 shall be considered as ‘material’. Accordingly, as on June 30, 2021,
any outstanding dues exceeding %21.06 million have been considered as material outstanding dues for the purposes of disclosure in this
section. Further, for outstanding dues to any party which is a micro, small or a medium enterprise (“MSME”), the disclosure will be based
on information available with our Company regarding status of the creditor under Section 2 of the Micro, Small and Medium Enterprises
Development Act, 2006, as amended.

It is clarified that for the purposes of the above, pre-litigation notices received by our Company, Subsidiaries, Directors and Promoters (as
applicable) from third parties (excluding those notices issued by statutory / regulatory / governmental / tax authorities) shall, unless otherwise
decided by our Board, not be considered as material until such time that any of our Company, Directors, Promoters or Subsidiaries, as
applicable, is impleaded as a defendant or respondent in litigation proceedings before any judicial forum.

We have disclosed matters relating to direct and indirect taxes involving our Company, Directors, Promoters or Subsidiaries (as applicable)in
a consolidated manner giving details of number of cases and total amount involved in such claims, except for taxation matters which involves
an amount exceeding %120.58 million involving our Company.

All terms defined in a particular litigation disclosure below correspond to that particular litigation only.
L Litigation involving our Company

Material litigations involving Aditya Birla Real Estate Fund (“ABREF”) one of the schemes managed by our
Company in which our Company is representing ABREF as its investment manager.

Criminal litigation by ABREF

1. ABREF and Siddharth Chauhan along with Siddharth Building Home Private Limited and CSN Estate Private Limited
(“CSN”), had entered into a shareholders agreement and subscription agreement dated September 29, 2013 pursuant
to which ABREF had subscribed to 1,00,00,000 optionally convertible debentures (““OCDs”) based on the terms and
conditions mentioned in the share subscription and shareholders’ agreement, including a right of redemption of these
OCDs with interest. Consequently, due to default in payment of 21,000 million towards redemption of subscribed
OCDs along with sums due on interest, such amounts became due from CSN to ABREF from July 2016. Consequently,

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ABREF called upon CSN and Siddharth Chauhan to repay the entire principal amount along with interest or redeem
the OCDs.

On account of Siddharth Chauhan’s failure to repay the dues on time, ABREF filed a complaint against him under
section 138 of the Negotiable Instruments Act due to dishonour of cheques for the amounts due before the Metropolitan
Magistrate’s Court, Mumbai (“Magistrate Court”). The Magistrate passed an order dated October 1, 2018 issuing
process against Siddharth Chauhan (“Impugned Order). Subsequently, Siddharth Chauhan, filed a criminal writ
petition (“Writ Petition”) before the High Court of Bombay (“High Court”) praying for the quashing of the Impugned
Order. The High Court vide order dated July 19, 2019 upheld the Impugned Order and rejected the Writ Petition.

Siddharth Chauhan then filed a separate criminal revision application challenging the Impugned Order, in the Sessions
Court for Greater Bombay, Mumbai, praying for the quashing of the Impugned Order. The matter is currently pending.

A petition under the Insolvency and Bankruptcy Code, 2016 (“IBC”) was filed by ABREF against Amrapali Smart
City Developers Private Limited (“Amrapali’) before National Company Law Tribunal (“NCLT™”), New Delhi, for
recovering its financial dues pursuant to a default in repayment of the financial debt owed by Amrapali to ABREF in
respect of 1,50,00,000 optionally convertible debentures issued by Amrapali to ABREF, the term of which had expired.
Further, ABREF had also issued a notice dated November 24, 2017 calling for the payment of due amounts to Shiv
Priya and Amrapali in terms of section 138 of the Negotiable Instruments Act due to dishonour of cheques for an
amount aggregating to 750 million. Subsequently, a separate complaint was filed by ABREF against the individual
promoters of Amrapali under section 138 of the Negotiable Instruments Act for bouncing of cheques, before the
Bhoiwada Magistrate Court, Mumbai.

In the meanwhile, the flat purchasers of various projects of Amrapali filed writ petitions before the Supreme Court of
India (“Supreme Court”) in relation to delay in possession of the properties under construction by Amrapali and
claimed various reliefs, including for treatment on par with financial creditors under the IBC. The Supreme Court,
vide order dated July 23, 2019, inter alia ordered for the registration of Amrapali group under RERA to stand
cancelled, cancellation of lease deeds granted in favour of Amrapali granted by Noida and Greater Noida authorities
and for the same to vest with the court receiver, and held that the authorities and the banks shall have no right to sell
the flats of the purchasers, or the land leased out for the realization of their respective dues. Further, the Supreme Court
also appointed the National Buildings Construction Corporation Limited for completion of various projects of
Amrapali and to hand over possession to buyers. The matter is currently pending.

Taxation matters

A summary table of the claims relating to direct and indirect taxes involving our Company, Directors and ABCL, one
of our Promoters is set forth below:

 

 

 

 

 

 

Nature of case Number of cases ‘Amount involved (in & million)
Our Company
Direct Tax 11 72.77
Promoters
ABCL 1 1.00

 

 

 

 

Material taxation matters involving ABREF one of the schemes managed by our Company

Tax litigation against ABREF

The Assistant Commissioner of Income Tax (“Assistant Commissioner”) vide assessment order dated December 31, 2019
(“Order”) had raised a demand of %221.90 million on ABREF for assessment year 2017-2018. In the order, certain exemptions
for income in respect of investments in three venture capital undertakings (“WCUs”) made under section 10(23FB) of the
Income Tax Act were denied by the Commissioner by regarding the status of the VCUs as ‘Non-VCUs’ and by disallowing the
pass-through status of these VCUs. Subsequently, ABREF then filed an appeal against the said Order before the Commissioner
of the Income Tax (Appeals) (“CIT”). The matter is currently pending.

Litigation involving our Directors
Kumar Mangalam Birla

1. Ashima Das, a broking client of Aditya Birla Money Limited, had filed a complaint case against Kumar
Mangalam Birla and others on July 17, 2012. The client has alleged that she was caused a loss of 20.51 million
in addition to an earlier loss of 1.90 million by way of unauthorised purchase and sale of securities in her trading
account by a franchisee of the Aditya Birla Money Limited. The criminal case is pending on the file of the
Additional Chief Judicial Magistrate, Alipore. Aditya Birla Money Limited has filed criminal revision petitions
at the Kolkata High Court, seeking to quash the complaint case on September 28, 2012 and also sought for stay
of all further proceedings in the said case. The said petition has been admitted and stay of all further proceedings
in the complaint case has been granted by the Kolkata High Court.

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Charanjeet Singh, a retail customer of Aditya Birla Finance Limited (formerly known as Birla Global Finance
Limited) had filed a case against Kumar Mangalam Birla, S.K. Mitra and an ex-employee of the Lucknow branch,
Ashish Goel in the Court of the Metropolitan Magistrate, Kanpur for cheating, mischief and causing damage
under sections 417, 418, 419 and 420 of the Indian Penal Code in relation to a hire purchase transaction of the
Company. Aditya Birla Finance Limited then filed criminal miscellaneous petition on behalf of Kumar Mangalam
Birla and S.K. Mitra in the High Court at Allahabad under section 482 of the Criminal Procedure Code, 1973
against Charanjeet Singh. The High Court granted stay on the proceedings at the Court of the Metropolitan
Magistrate, Kanpur vide its order dated October 16, 2003. The stay has been vacated by Allahabad High Court
vide its order dated April 21, 2018 and there are no further developments in the case and the case is pending for
hearing before the High Court at Allahabad.

Vaddi Srinivasa Rao (the “Complainant”) filed a private complaint (the “Complaint’”) before the Magistrate at
Vijayawada (the “Magistrate”) against, Kumar Mangalam Birla and others, for offences under Sections 403,
409, 418 and 420 read with Section 34 of the IPC, alleging, inter-alia, that Vodafone Idea Limited had unilaterally
activated some services and deducted some charges in lieu of such services without any prior authorization of the
Complainant. The Magistrate pursuant had forwarded the Complaint to the Krishna Lanka Police Station (“K.L.
Police Station”) at Vijayawada for investigation. Thereafter, the Complaint was registered by the K.L. Police
Station as an FIR. Following the investigation conducted by the S.I Sec-II, the Assistant Commissioner of Police,
Central Zone, Vijayawada City pursuant to order dated July 15, 2011 declared that the Complaint was civil in
nature and directed the Inspector of Police to obtain R.C.S proceedings from the concerned court and then close
the file and report compliance. The matter is currently pending.

G. Anil Kumar (the “Complainant”) filed a private complaint (the “Complaint”) before the II Additional Chief
Metropolitan Magistrate, Hyderabad (the “Magistrate”) against Vodafone Idea limited, and Kumar Mangalam
Birla and others officials of the Company (collectively, the “Accused”) 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.”) 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 its order (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 its (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.

Sushil Sharma (the “Complainant”) filed a complaint (the “Complaint”) before the Chief Judicial Magistrate,
Lucknow against Kumar Mangalam Birla and others (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.

Ibne Hasan (the “Complainant”), a customer of Vodafone Idea Limited purchased a mobile connection from
Vodafone Idea Limited. The Complainant alleged that he received a call on his mobile from Vodafone Idea
Limited which he did not answer but was charged 2135. Aggrieved, the Complainant filed an application under
Section 156(3) of the Code of Criminal Procedure, 1973 (the “CrPC”) which was later converted into complaint
case (the “Complaint”) against Kumar Mangalam Birla and others under Sections 420, 467, 468 and 471 of the
Indian Penal Code, 1860 by an order dated July 2, 2015 of the Chief Judicial Magistrate, Bijnor (the “CJM”).
Statement of the Complainant was recorded on August 18, 2015 and subsequently the Complaint was dismissed
by the CJM under Section 203 of CrPC pursuant to an order dated December 4, 2015 (the “CJM Order”).
Thereafter, the Complainant filed a criminal revision petition on August 19, 2016 before the Additional Sessions
Judge, Court No. 1 Bijnor (the “Sessions Judge”) against the CJM Order which was dismissed by the Sessions
Judge pursuant to an order dated September 1, 2016 (the “Sessions Order” and together with the CJM Order,
the “Impugned Orders”). The Complainant has preferred a criminal miscellaneous application before the
Allahabad High Court under Section 482 of the CrPC for quashing of the Impugned Orders. The matter is
currently pending.

An FIR has been lodged on October 16, 2013 by Central Bureau of Investigation (CBI) against P.C. Parakh, the
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 block to Hindalco Industries Limited. The
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.

Pankaj Kumar Misra filed an application in February 2007, before the Court of Chief Judicial Magistrate to
register a FIR against the company management including Hindalco Chairman (Kumar Mangalam Birla), alleging

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misappropriation of Forest Transit Fees and Freight Tax by the Hindalco Industries Limited. The matter was.
transferred to the Court of A.C.J.M, who instead of ordering for registration of FIR, registered the application as
complaint under section 190 of CrPC. The matter was challenged by the Company before the Court of District &
Session Judge, Sonbhadra, which directed the lower court (ACJM) to re-hear the applicant in the light of the fresh
case law cited in the revision proceedings. The Company filed a Criminal Revision before the Hon’ble High
Court at Allahabad and the said court has kindly admitted the revision petition and has stayed the proceedings.
pending before the trial court till further orders. There is no change in status of the matter.

A compliant has been filed against Kumar Mangalam Birla and others by Anil Kumar, before the court of Judicial
Magistrate First Class, Thiruvananthapuram (“JMEFC, Thiruvananthapuram”) on February 12, 2018, under
Section 190 of CrPC in relation to the alleged defamation under Section 499 of the IPC. Kumar Mangalam Birla
along with others had filed petition under Section 482 of the CrPC for stay of further proceedings and thereafter
quashing of criminal complaint, before the High Court of Kerala (“High Court”). The High Court has granted
the order for stay (“Stay Order”) of further proceedings pending before JMFC, Thiruvananthapuram. In view of
the lockdown due to COVID-19, the Stay Order has been extended and the next date of hearing is scheduled on
November 8, 2021. The matter is currently pending.

Ti. Litigations involving our Group Companies

Certain regulatory matters pending against our Group Companies

A. Aditya Birla Money Limited

1,

SEBI had issued a show cause notice dated September 25, 2018 to Aditya Birla Commodities Broking Limited
(now amalgamated with Aditya Birla Money Limited) under Regulation 25 of the SEBI Intermediaries
Regulations, 2008 alleging that Aditya Birla Commodities Broking Limited had, as a stock broker, participated
in and facilitated transactions in ‘paired contracts’ on the National Spot Exchange Limited platform during the
period from September 2009 to July 2013 as a trading member/clearing member and such participation was in
violation of the Forward Contracts (Regulation Act, 1952 and the notification dated June 5, 2007 issued by the
Government of India.

Subsequently, SEBI issued another show cause notice dated August 11, 2020 under the SEBI Intermediaries
Regulations, 2008 indicating the findings of the enquiry report in relation to the aforesaid matter and that the
designated authority had recommended in the enquiry report that the registration of Aditya Birla Commodities
Broking Limited as a commodity derivative broker may be cancelled. SEBI has also alleged that Aditya Birla
Commodities Broking Limited’s close association with National Spot Exchange Limited, paired contracts has a
bearing on its fit and proper status. Aditya Birla Commodities Broking Limited has sought relevant documents
in relation to the show cause notice issued by SEBI. The matter is currently pending. Our Company does not
believe that any adverse order in the aforesaid proceeding will have an adverse impact on our Company.

SEBI had issued a show cause notice dated February 14, 2020 to Aditya Birla Money Limited under Rule 4 of
the Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties by Adjudication
Officer) Rules, 2005 read with Section 23-I of SCRA and Rule 4 of SEBI (Procedure for Holding Inquiry and
Imposing Penalties by Adjudication Officer) Rules, 1995 read with Section 15(I) of the SEBI Act. Pursuant to
the show cause notice, SEBI has alleged among others that Aditya Birla Money Limited had undertaken
unauthorised trading and portfolio management services to unregistered portfolio management services clients,
had lack of adequate system and internal controls, had not settled inactive clients for an amount of 6.39 million,
delayed in uploading client details in central know your client system, did not have dedicated e-mail id for
redressal of grievances, had SMS alert facility flag which was not enabled in the depository participant module
and that the power of attorney of a client was activated without obtaining the client’s mobile number and
transferred securities with value of % 0.54 million from its client’s demat account to pro account in 160 instances.
The inspection period for the above-mentioned allegations was April 1, 2017 to March 26, 2019 and the
inspection was carried between March 26, 2019 and March 30, 2019. Additionally, a supplementary show cause
notice dated August 25, 2020 was issued by SEBI providing certain additional documents listed to Aditya Birla
Money Limited. Aditya Birla Money Limited has submitted its reply to the above mentioned show cause notices
and has also provided its written submissions. The matter is currently pending. Our Company does not believe
that any adverse order in the aforesaid proceeding will have an adverse impact on our Company.

. SEBI had issued a show cause notice dated October 5, 2018 to Aditya Birla Money Limited under the SEBI

Intermediaries Regulations, 2008 and the SEBI (Brokers and Sub-Brokers) Regulations, 1992 in relation to
certain investigation conducted by SEBI in relation to dematerialization and selling shares of dormant accounts
by certain entities based on news reports. SEBI alleged that Aditya Birla Money Limited had exercised lack of
due diligence in verifying e-mail id of its client and related matters in violation of the code of conduct prescribed
under the SEBI (Brokers and Sub-Brokers) Regulations, 1992 and that Aditya Birla Money Limited had failed to
report to financial intelligence unit or to the Income Tax department or any other financial regulator the dealings
by such client. Aditya Birla Money Limited has sought relevant documents in relation to the show cause notice
issued by SEBI. The matter is currently pending. Our Company does not believe that any adverse order in the

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Iv.

B.

1.

G.

aforesaid proceeding will have an adverse impact on our Company.
Aditya Birla Insurance Brokers Limited

The Insurance Regulatory and Development Authority of India (“IRDATI’) has passed an order under the
Insurance Act, 1938 and the IRDA Act, 1999 (the “Impugned Order”) against Aditya Birla Insurance Brokers
Limited imposing a penalty of 230 million for contravention of the Motor Insurance Service Provider guidelines
dated August 31, 2017 (“MISP”) and the IRDAI (Insurance Broker) Regulations, 2018 on the grounds of failure
to perform its various obligations as a direct broker under the IRDAI (Insurance Broker) Regulations, 2018. The
IRDAI also directed Aditya Birla Insurance Brokers Limited to undertake certain changes such as dismantling
panel of insurers and empanel all insurers and redesignation of customer consent seeking system.

Aditya Birla Insurance Brokers Limited filed an appeal against the order issued by the IRDA before the Securities
Appellate Tribunal (“SAT”). The SAT has passed an order staying the Impugned Order till the pendency of the
appeal and has directed the IRDAI to file a reply followed by rejoinder to be filed by Aditya Birla Insurance
Brokers Limited. The matter is currently pending.

Aditya Birla Finance Limited

SEBI had issued a show cause notice dated May 25, 2021 (“SCN”) to Aditya Birla Finance Limited under Section
11(1), 11(4), 11B (1), 11B (2) and 11(4A) of the SEBI Act in the matter of CG Power and Industrial Solutions
Limited (“CG Power”). Pursuant to the show cause notice, SEBI has alleged among others that in order to benefit
its loans getting repaid, the commission and omission on the part of ABFL, amounted to participation in the
fraudulent scheme for diversion of assets from CG Power for the benefit of BILT Graphic Paper Products Limited
to the detriment of CG Power’s minority shareholders, violating Regulation 3 (b), (c) (d) and Regulation 4 (1) of
the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003
read with Sections 12A (a), (b) and (c) of the SEBI Act. ABFL has submitted an interim reply dated July 15,
2021 and a final reply dated July 29, 2021 to SEBI contesting the allegations levelled against it in the SCN and
prayed for the withdrawal of the SCN, insofar as it relates to ABFL. Further, pursuant to a personal hearing
granted by the Whole Time Member of SEBI on August 30, 2021 and August 31, 2021, ABFL has presented its
case and responded to the allegations set out against ABFL in the SCN. The matter is currently pending. Our
Company does not believe that any adverse order in the aforesaid proceeding will have an adverse impact on our
Company.

Outstanding dues to creditors

Our Board, in its meeting held on April 14, 2021 has considered and adopted a policy of materiality for identification
of material outstanding dues to creditors (“Creditors’ Materiality Policy”). In terms of the Creditors’ Materiality
Policy, creditors of our Company to whom an amount exceeding 5% of our total trade payables as of June 30, 2021
was outstanding, were considered ‘material’ creditors. As per the Restated Consolidated Financial Information, our
total trade payables as of June 30, 2021, was 2421.28 million and accordingly, creditors to whom outstanding dues
exceed 221.06 million have been considered as material creditors for the purposes of disclosure in this Prospectus.

Based on this criteria, details of outstanding dues owed as of June 30, 2021 by our Company are set out below:

 

 

 

 

 

 

Type of Creditors Number of Creditors Amount
(in million)
Micro, Small and Medium Enterprises 9 0.12
Material creditors 4 143.84
Other creditors 211 277.32
Total 224 421.28

 

 

 

 

Material Developments

Except as disclosed in “Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant
Developments Occurring after June 30, 2021” on page 289, and in this Prospectus there have not arisen, since the date of the
last financial information disclosed in this Prospectus, any circumstances which materially and adversely affect, or are likely
to affect, our operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay our
liabilities within the next 12 months.

294
GOVERNMENT AND OTHER APPROVALS

We have set out below a list of material approvals, consents, licences and permissions from various governmental and
regulatory authorities obtained by our Company which are considered material and necessary for the purpose of undertaking
our business activities and operations (“Material Approvals”). In view of these Material Approvals, our Company can
undertake this Offer. Unless otherwise stated, Material Approvals as set out below, are valid as of date of this Prospectus. For
further details in connection with the regulatory and legal framework within which we operate, see “Key Regulations and
Policies” beginning on page 161.

Approvals in relation to our Company

L

IL.

TIL.

Approvals in relation to the Offer

For the approvals and authorisations obtained by our Company in relation to the Offer, see “Other Regulatory and
Statutory Disclosures — Authority for the Offer” on page 297.

Incorporation related approvals of our Company

Certificate of incorporation dated September 5, 1994 issued by the RoC to our Company, in its former name,
being ‘Birla Capital International AMC Limited’.

Fresh certificate of incorporation dated June 29, 1999 issued by the RoC to our Company consequent upon
change of name to ‘Birla Sun Life Asset Management Company Limited’.

Fresh certificate of incorporation dated July 17, 2017 issued by the RoC to our Company consequent upon
change of name to ‘Aditya Birla Sun Life AMC Limited’.

Certificate for commencement of business dated November 10, 1994 issued by the RoC to our Company, in
its former name, being ‘Birla Capital International AMC Limited’.

Material Approvals in relation to the business operations of our Company

Registration certificate under the SEBI Mutual Fund Regulations

ali;

Certificate of registration dated December 23, 1994 granted by SEBI with Registration Code MF/020/94/8
and pursuant to name change a new certificate of registration dated August 11, 2017 granted by SEBI to
‘Aditya Birla Sun Life Mutual Fund’ under the SEBI Mutual Fund Regulations.

Approval dated December 23, 1994 given by SEBI to our Company in its former name ‘Birla Capital
International AMC Ltd.’, to act as the asset management company for Aditya Birla Sun Life Mutual Fund
which was erstwhile Birla Mutual Fund, under the SEBI Mutual Fund Regulations.

Approvals in relation to our domestic mutual funds/schemes

1.

Approval dated August 8, 2018 issued by Securities and Commodities Authority, UAE to ‘Aditya Birla Sun.
Life Mutual Fund’ in respect of promoting foreign investment funds to retail clients within the UAE.

Our Company has received final observation letters from SEBI, in relation to launching all of its subsisting
mutual fund schemes.

Approvals in relation to investment management services provided to AIFs, VCFs and registration details of AIFs set
up by our Company

1.

No objection letter dated January 13, 2016 from SEBI to erstwhile ‘Birla Sun Life Asset Management
Company Limited’ in accordance with SEBI Mutual Fund Regulations permitting our Company to act as the
investment manager to Aditya Birla Real Estate Debt Fund (Category II) registered with SEBI on January 27,
2016 having registration number as IN/AIF2/15-16/0200.

A no objection letter dated February 9, 2017, granted by SEBI to erstwhile “Birla Sun Life Asset Management
Company Limited’, for providing investment management services to funds/schemes launched under
category II and category III of SEBI AIF Regulation.

Certificate of registration dated April 11, 2017 as a category III AIF granted by SEBI to “Aditya Birla Sun
Life AIF Trust-I’ under the SEBI AIF Regulation, as an alternate investment fund, under registration number
IN/AIF3/17-18/0319.

Certificate of registration dated January 19, 2018 as category II AIF granted by SEBI to ‘Aditya Birla Sun
Life AIF Trust — II’ under the SEBI AIF Regulation, as an alternate investment fund, under registration
number IN/AIF2/17-18/0513.

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Be Our Company is appointed as an investment manager to the Venture Capital Fund- Aditya Birla Real Estate
Fund bearing Registration No. IN/VCF/09-10/169 dated February 26, 2010 registered with SEBI under the
SEBI VCF Regulations.

Approvals in relation portfolio management services

1. Our Company is registered with SEBI vide registration code PM/INP000000597 pursuant to a certificate
dated April 5, 2017, to act as Portfolio Manager under SEBI Portfolio Regulations.

2 No objection letter dated March 1, 2002 from SEBI to erstwhile “Birla Sun Life Asset Management Company
Limited’, permitting our Company to undertake portfolio management services.

Overseas subsidiaries

1. SEBI vide its letters dated August 20, 2009 having reference no. IMD/SM/174044/2009 and August 16, 2010
having reference no. IMD/SM/16522/10 granted its no-objection to our Company to set up wholly owned
subsidiaries in the Republic of Singapore and in Dubai.

Certain other material approvals

1. Legal Entity Identifier (“LEI”) number 335800CFTZRVCC68CY55 for our Company received on December
16, 2017 and LEI number 3358003NX33355AIWF46 for Aditya Birla Sun Life Mutual Fund received on
June 15, 2020, from the Clearing Corporation of India Limited.

2 Clearing Corporation Membership number CCMFBSMF0086 issued to Aditya Birla Sun Life Mutual Fund
on December 2, 2020, by the Clearing Corporation of India Limited.

3 Approval from Clearing Corporation of India Limited for undertaking tri-party repo trades for settlement with
CCIL.

4. PAN, TAN, GST and professional tax registrations issued by respective tax authorities under relevant tax
statutes.

IV. Other approvals

As of June 30, 2021, we had 194 branches in India. Our top 25 branch offices have been identified based on the basis
of their AUM contribution and geographical distribution. These top 25 branches contribute 75.41% of the total AUM
(AUM based on CAMS database excluding our domestic FoFs) of our Company as of June 30, 2021. Following are the
material approvals applicable for our branch offices:

1. Certificate of registration of establishment issued under relevant shops and establishment legislations of the
respective states in which our branch offices are located.

2, Certificate of registration for our branch offices under the Contract Labour (Regulation and Abolition) Act,
1970.
a Trade licenses issued by the local municipal corporations of the states in which our branch offices are located.

Our Company has obtained these material approvals, in the normal course of business, for its branch offices located
across various states.

V. Material Approvals which have expired and renewal yet to be applied for

1. Trade License Certificate with respect to our branch at Gurgaon.

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OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on April 14, 2021 and our Board
has taken on record the approval of the Offer for Sale by the Selling Shareholders pursuant to its resolution dated April 19,

2021. Our Board has approved the Red Herring Prospectus pursuant to its resolution dated September 22, 2021. This Prospectus
has been approved by our Board in its meeting held on October 4, 2021.

The Offer for Sale has been authorised by the Selling Shareholders as follows:

 

 

 

 

 

 

 

 

Selling ‘Number of Offered Shares Date of consent Date of corporate authorisation/ board
Shareholder letter resolution
ABCL Up to 2,850,880" Equity Shares April 19, 2021 April 14, 2021
Sun Life AMC Up to 36,029,120* Equity Shares April 19, 2021 April 9, 2021

 

*Subject to finalisation of the Basis of Allotment

Our Company received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters dated
May 31, 2021 and June 4, 2021, respectively.

SEBI issued the show cause notice dated May 25, 2021 to Aditya Birla Finance Limited (“ABFL”), one of our Group
Companies, under inter alia Section 11B(1), and 11(4) read with Section 11(1) of the SEBI Act in relation to certain transactions
undertaken by ABFL with CG Power and Industrial Solutions Limited. This falls within the purview of Clause 4(2) of the
Securities and Exchange Board of India (Issuing Observations on Draft Offer Documents Pending Regulatory Actions) Order,
2020 (the “SEBI General Order”), under which SEBI had kept the issuance of observations on the Draft Red Herring
Prospectus in abeyance for a period of 90 days from the date of filing of the Draft Red Herring Prospectus. Post completion of
this period of 90 days, our Company filed an exemption application dated August 3, 2021 with SEBI under Regulation 300(1)(a)
of the SEBI ICDR Regulations, read with Clause 9 of the SEBI General Order, seeking exemption from the strict application
of Clause 4(3) of the SEBI General Order which empowers SEBI to keep the observations on the Draft Red Herring Prospectus
in abeyance for a further period of 45 days. SEBI, vide its letter bearing no. SEBI/HO/CFD/DILII/YJ/AB/OW/2021/18165,
dated August 5, 2021 granted the exemption to our Company from the requirement of keeping the observations on the Draft
Red Herring Prospectus in abeyance for a further period of 45 days. For further details of the SEBI proceedings against ABFL,
see “Outstanding Litigation and Material Developments — Litigations involving our Group Companies - Certain regulatory
matters pending against our Group Companies — Aditya Birla Finance Limited” on page 294.

Prohibition by SEBI or other governmental authorities
Our Company, Promoters (also the Selling Shareholders), Directors, members of our Promoter Group, the persons in control of
our Company and the persons in control of our Promoters are not prohibited from accessing the capital market or debarred from

buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any
other jurisdiction or any other authority/court.

Our Directors and Promoters are not directors or promoters, as applicable, of any other company which has been debarred from
accessing the capital markets by SEBI.

Our Company, Promoters and Directors have not been declared as wilful defaulters by any bank or financial institution or
consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.

Our Promoters or Directors, as applicable, have not been declared as Fugitive Economic Offenders.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Our Company, Promoters (also the Selling Shareholders), and members of our Promoter Group, are in compliance with the
Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to each of them as of the date of
this Prospectus.

Directors associated with the securities market
Except for the Directors’ position on the board of our Company, and except for our Non-Executive Chairman, Kumar Mangalam
Birla, who is the chairman and a non-executive director on the board of Hindalco Industries Limited, which has a license from

SEBI to act as an in-house registrar and transfer agent, none of our Directors are associated with the securities market in any
manner including securities market related business.

Eligibility for the Offer

Our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, to
the extent applicable.

297
Our Company confirms that it is also in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI
ICDR Regulations, to the extent applicable.

The Selling Shareholders confirm that they have held the Offered Shares for a continuous period of at least one year prior to
the date of the Draft Red Herring Prospectus or are otherwise eligible for being offered for sale pursuant to the Offer in terms
of the SEBI ICDR Regulations.

Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations as set out under the
eligibility criteria and as derived from the Restated Consolidated Financial Information:

(a) Our Company has had net tangible assets of at least 330 million, calculated on a restated and consolidated basis, in
each of the preceding three full years (of 12 months each);

(b) Our Company has an average operating profit of at least 7150 million, calculated on a restated and consolidated basis,
during the preceding three years (of 12 months each), with operating profit in each of these preceding three years;

() Our Company has a net worth of at least 710 million in each of the preceding three full years (of 12 months each),
calculated on a restated and consolidated basis; and

(d) Our Company has not changed its name in the last one year.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, operating profits
and net worth, derived from the Restated Consolidated Financial Information included in this Prospectus as at, and for the last

three Financial Years, are set forth below:

(Zin million, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description As at As at Asat
March 31, 2021 | March 31,2020 | March 31,2019
Computation of Net tangible assets
Total Assets as per Restated Ind AS Financial Statement 19,845.51 15,719.59 14,984.60
Less:
Right-of-use assets 515.59 547.03 645.79
Intangible assets 142.88 132.49 106.34
Total assets (A) 19,187.04 15,040.07 14,232.47
Total Liabilities as per Restated Consolidated Financial 2,799.38 2,550.86 2,778.95
Information
Less:
Deferred tax liabilities (net) 137.34 146.15 70.06
Total Liabilities (B) 2,662.04 2,404.71 2,708.89
Net tangible assets* (C=A-B) 16,525.00 12,635.36 11,523.58
Monetary assets**
Cash and cash equivalents 565.31 466.05 382.24
Bank balances other than cash and cash equivalents - - -
Total of Monetary Assets (D) 565.31 466.05 382.24
Monetary assets as a % of net tangible assets (E=D/C) 3.42% 3.69% 3.32%
Restated profit before tax (I) 6,958.88 6,607.29 6,457.67
Less: Other Income (II)
148.13, 9.33 11.83
Add: Finance costs (III) 55.57 54.41 57.33
Restated operating profit*** (IV)=(1)+(1)+(1ID) 6,866.32 6,652.37 6,503.17
(A) (B) (C)
‘Average operating profit [(A + B +C )/3] 6,673.95

 

 

 

 

Notes:

The above figures are based on Restated Ind AS Summary Statement of Assets and Liabilities of our Company as at March 31, 2021,
March 31, 2020 and March 31, 2019.

* “Net tangible assets” means the sum of all the assets of our Company excluding intangible assets and right of use assets reduced
by total liabilities excluding deferred tax liability (Net) of our Company.

** Monetary assets means cash and cash equivalents and bank balances other than cash and cash equivalents (excludes Bank
deposits with remaining maturity of more than twelve months).

*** “Restated operating profit” means restated profit before tax excluding other income and finance expense.

We are eligible to undertake the Offer as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of the SEBI ICDR
Regulations. Accordingly, in accordance with Regulation 32(1) of the SEBI ICDR Regulations we are required to allot not
more than 50% of the Net Offer to QIBs. Further, not less than 15% of the Net Offer was made available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer was made available for allocation to

298
RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price.
In the event we fail to do so, the full application money shall be refunded to the Bidders.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders to
whom the Equity Shares will be Allotted will be not less than 1,000.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS
TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED
OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE
OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED
HERRING PROSPECTUS. THE GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS,
KOTAK MAHINDRA CAPITAL COMPANY LIMITED, BOFA SECURITIES INDIA LIMITED AND CITIGROUP
GLOBAL MARKETS INDIA PRIVATE LIMITED AND THE BOOK RUNNING LEAD MANAGERS, AXIS
CAPITAL LIMITED, HDFC BANK LIMITED, ICICI SECURITIES LIMITED, IIFL SECURITIES LIMITED, JM
FINANCIAL LIMITED, MOTILAL OSWAL INVESTMENT ADVISORS LIMITED, SBI CAPITAL MARKETS
LIMITED AND YES SECURITIES (INDIA) LIMITED AND HAVE CERTIFIED THAT THE DISCLOSURES
MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE
PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND EACH OF THE SELLING
SHAREHOLDERS WILL BE RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR
UNDERTAKEN BY IT IN THE DRAFT RED HERRING PROSPECTUS IN RELATION TO ITSELF OR ITS
RESPECTIVE PORTION OF THE OFFERED SHARES, THE BOOK RUNNING LEAD MANAGERS ARE
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY AND THE SELLING
SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS
THIS PURPOSE, THE GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS AND THE BOOK
RUNNING LEAD MANAGERS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED APRIL
19, 2021, IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS
AMENDED.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE
OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE
GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS AND THE BOOK RUNNING LEAD
MANAGERS, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

Disclaimer from our Company, the Directors, the Selling Shareholders, the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers

Our Company, the Directors, each of the Selling Shareholders, the Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers accept no responsibility for statements made in relation to the Company or the Offer other
than those confirmed by it in relation to itself or its Offered Shares in this Prospectus or in the advertisements or any other
material issued by or at our Company’s instance and anyone placing reliance on any other source of information, including our
Company’s website, https://mutualfund.adityabirlacapital.com, or the respective websites of any of our Promoters (also the
Selling Shareholders) or the members of our Promoter Group would be doing so at his or her own risk. Each Selling Shareholder,
its respective partners, directors, key persons, affiliates, associates and officers accept or undertake no responsibility for any
statements including without limitation any statement made by or in relation to the Company or its business, other than those
specifically undertaken or confirmed by the respective Selling Shareholders in relation to itself and its respective portion of the
Offered Shares.

The Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers accept no responsibility,
save to the limited extent as provided in the Offer Agreement and the Underwriting Agreement to be entered into among the
Underwriters, the Selling Shareholders and our Company.

All information shall be made available by our Company, each Selling Shareholder (to the extent that the information pertain

to itself and its respective portion of the Offered Shares), the Global Coordinators and Book Running Lead Managers and the
Book Running Lead Managers to the public and investors at large and no selective or additional information would be available

299
for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at
Bidding Centres or elsewhere.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders,
Underwriters and their respective directors, partners, officers, agents, affiliates, and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, allot, sell,
pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines
and approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, Underwriters and their respective directors,
partners, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether
such investor is eligible to acquire the Equity Shares.

The Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers and their respective
associates and affiliates may engage in transactions with, and perform services for, our Company, the Selling Shareholders and
their respective group companies, affiliates or associates or third parties in the ordinary course of business and have engaged,
or may in the future engage, in commercial banking and investment banking transactions with or become customers to our
Company, the Selling Shareholders and their respective group companies, affiliates or associates or third parties, for which they
have received, and may in the future receive, compensation.

Disclaimer in respect of Jurisdiction

The Offer was made in India to persons resident in India (who are competent to contract under the Indian Contract Act, 1872,
as amended, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered
under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial
institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable
trust law and who are authorised under their respective constitution to hold and invest in equity shares, multilateral and bilateral
development financial institutions, state industrial development corporations, insurance companies registered with IRDAI,
provident funds (subject to applicable law) and pension funds, National Investment Fund, insurance funds set up and managed
by army, navy or air force of Union of India, insurance funds set up and managed by the Department of Posts, Gol, systemically
important NBFCs registered with the RBI) and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other
eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity
Shares. This Prospectus does not constitute an offer to sell or an invitation to subscribe to Equity Shares offered hereby, in any
jurisdiction other than in India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any
person into whose possession this Prospectus comes is required to inform himself or herself about, and to observe, any such
restrictions. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to this Prospectus
if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises this Prospectus and the
preliminary international wrap for the Offer, if the recipient is outside India. No person outside India is eligible to bid for Equity
Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which contains the
selling restrictions for the Offer outside India. Any dispute arising out of the Offer will be subject to the jurisdiction of
appropriate court(s) in Mumbai only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that this Prospectus will be filed with SEBI for its observations. Accordingly, the Equity Shares represented
hereby may not be offered or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except
in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any offer
or sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our
Company or any of the Selling Shareholders since the date hereof or that the information contained herein is correct as of any
time subsequent to this date.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933,
as amended or any state securities laws in the United States, and unless so registered may not be offered or sold within
the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and applicable state securities laws. Accordingly, such Equity Shares are being offered and
sold (i) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) to “qualified institutional buyers”
(as defined in Rule 144A under the U.S. Securities Act), pursuant to Section 4(a) of the U.S. Securities Act.

We intend to rely on an exception from the definition of investment company under the U.S. Investment Company Act
of 1940, as amended, in connection with this Offer.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction except in compliance
with the applicable laws of such jurisdiction.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum number of Equity Shares
that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment Advice that
such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any off-shore derivative
instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with
applicable laws.

300
Disclaimer Clause of BSE

BSE Limited (“the Exchange”) has given vide its letter dated May 31, 2021 permission to this Company to use the Exchange’s
name in this offer document as one of the stock exchanges on which this company’s securities are proposed to be listed. The
Exchange has scrutinized the offer document for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to this Company. The Exchange does not in any manner:-

a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or

b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme
or project of this Company;

and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the Exchange.
Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.

Disclaimer Clause of NSE

As required, a copy of the Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter referred
to as NSE). NSE has given vide its letter Ref.: NSE/LIST/1021 dated June 4, 2021 permission to the Issuer to use the Exchange’s
name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The
Exchange has scrutinized the draft offer document for its limited internal purpose of deciding on the matter of granting the
aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in
any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for
the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of
anything stated or omitted to be stated herein or any other reason whatsoever.

Listing

Applications will be made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity Shares.
NSE will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Prospectus in
accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for
listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within such time prescribed by SEBI.
If our Company does not allot Equity Shares pursuant to the Offer within such timeline as prescribed by SEBI, it shall repay
without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of
15% per annum for the delayed period or such other rate prescribed by SEBI.

Each Selling Shareholder, severally and not jointly, undertakes to provide such reasonable assistance as may be requested by
our Company, to the extent such assistance is required from such Selling Shareholder in relation to its respective portion of the
Offered Shares to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges
within such time prescribed by SEBI.

Consents

Consents in writing of each of the Selling Shareholders, our Directors, our Head - Compliance, Legal and Secretarial, Company
Secretary and Compliance officer, legal counsels, the Global Coordinators and Book Running Lead Managers, the Book
Running Lead Managers, the bankers to our Company, CRISIL and the Registrar to the Offer to act in their respective capacities,
have been obtained and consents in writing of the Syndicate Members, Bankers to the Offer (Escrow Collection Bank, Sponsor
Bank and Refund Bank) to act in their respective capacities, will be obtained, and will be filed along with a copy of this
Prospectus with the RoC as required under the Companies Act and such consents shall not be withdrawn up to the time of
delivery of this Prospectus for registration with the RoC.

Experts to the Offer

Except as stated below, our Company has not obtained any expert opinions:

301
Our Company has received written consent dated October 4, 2021 from S R Batliboi & Co. LLP, to include their name as
required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus, and as an
“expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors,
and in respect of their (i) examination report dated August 17, 2021 on our Restated Consolidated Financial Information; and
(ii) their report dated April 19, 2021 on the Statement of Special Tax Benefits in this Prospectus and such consent has not been
withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.

Capital issue during the preceding three years by our Company
Other than as disclosed in “Capital Structure — Equity Share capital history of our Company” on pages 68-69, our Company

has not made any capital issues during the three years preceding the date of this Prospectus. Further, our Company has not made
any public or rights issue in the last five years.

302
Price information of past issues handled by the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers (during the current Financial Year
and two Financial Years preceding the current Financial Year)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A. Kotak Mahindra Capital Company Limited
1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Kotak Mahindra Capital Company
Limited
Ss. Issue name Issue size | Issue price Listing date Opening] +/- % change in +/- % change in +/- % change in
No. (= million) ®@ price on | closing price, [+/- % | closing price, [+/- % | closing price,
listing change in closing change in closing [+/- % change
date benchmark]- 30% benchmark]- 90% in closing
(in®)_| calendar days from | calendar days from | benchmark]-
listing listing 180" calendar
days from
listing
1. | Vijaya Diagnostic Centre Limited 18,942.56 531! September 14, 2021 540.00 - - -
2. |Aptus Value Housing Finance India 27,800.52 353) August 24, 2021 333.00 -2.82%,[+5.55%] - -
Limited
3.__| Cartrade Tech Limited 29,985.13 1,618| August 20, 2021 1,599.80| -10.31%,[+6.90%] = 7
4. __| Devyani International Limited 18,380.00 90| August 16, 2021 140.90] 32.83%,[+4.93%] : -
5. [Glenmark Life Sciences Limited 15,136.00 720 August 6, 2021 750.00| —-6.40%,[+6.68%] - -
6. _|Zomato Limited 93,750.00 76 July 23, 2021 116.00| +83.29%,[+3.75%] = =
7._|Clean Science and Technology Limited 15,466.22 900 July 19, 2021 1,755.00} +66.33%,[+5.47%] - -
8. |GR Infraprojects Limited 9,623.34 8377 July 19, 2021 1,715.85|__ +90.82%,[+5.47%] s =
9. | Krishna Institute of Medical Sciences 21,437.44 825° June 28, 2021 1,009.00) +48.10%,[-0.43%] +48.35%, [+12.89%] -
Limited
10. | Sona BLW Precision Forgings Limited 55,000.00 291 June 24, 2021 301.00] +45.45%, [+0.42%] | +93.40%, [+11.22%] -
Source: www.nseindia.com and www.bseindia.com
Notes:
1. In Vijaya Diagnostic Centre Limited, the issue price to eligible employees was % 479 after a discount of 52 per equity share.
2. InGR Infraprojects Limited, the issue price to eligible employees was % 795 afier a discount of & 42 per equity share.
3. In Krishna Institute of Medical Sciences Limited, the issue price to eligible employees was % 785 after a discount of = 40 per equity share.
4. Inthe event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
5. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.
6. Restricted to last 10 equity initial public issues.

303
B.

Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Kotak Mahindra
Capital Company Limited

 

 

 

 

 

 

 

 

 

 

 

 

Financial | Total | Total amount No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at discount No. of IPOs trading at
Year no. of | of funds raised| discount - 30th calendar days | premium - 30th calendar days | - 180th calendar days from _| premium - 180th calendar days
IPOs (% million) from listing from listing listing from listing

Over | Between 25-) Less Over | Between 25-| Less Over | Between 25-| Less Over | Between 25-| Less

50% 50% than 50% 50% than 50% 50% than 50% 50% than

25% 25% 25% 25%
2021-22 11 330,521.21 - 3 3 4 : : : -
2020-21 6 140,143.77 - 1 2 1 2 : 4 1 1
2019-20 4 136,362.82 1 : - 1 2 : : a 2

Notes:

 

 

 

 

 

 

 

 

 

 

e
2.

The information is as on the date of this Prospectus.
The information for each of the financial years is based on issues listed during such financial year.

BofA Securities India Limited

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by BofA Securities India Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Offer Name Offer Size Offer Listing Date Opening +/- % change in +/- % change in +/- % change in
No. (%in mm) | Price (%) Price on | closing price, [+/- % | closing price, [+/- % | closing price, [+/- %
Listing change in closing change in closing change in closing
Date (%)® | benchmark] - 30th | benchmark] - 90th | benchmark] - 180th
calendar days from | calendar days from | calendar days from
listing 3) @) 6) listing 3) (4) (6) listing GB) 4) 7)
as Glenmark Life Sciences Limited 15,136.00 720.00 6-Aug-2021 750.00 -6.88% [7.02%] - :
2 Zomato Limited 93,750.00 76.00 23-July-21 116.00 67.43% [4.04%] - :
B UTE pases Management Company, 21,598.80] 554.00 12-Oct-20] 500.00] 10.43% [5.87%]] -1.02% [21.40%] 5.81% [24.34%]
4 _|SBI Cards and Payment Services Limited | 103,407.80 755.00 16-Mar-20 661.00 -33.16% [-2.96%] -21.52% [6.70%] 12.50% [24.65%]
Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details
Notes.
1. Equity public issues in last 3 financial years considered.
2. Opening price information as disclosed on the website of NSE.
3. Benchmark index is CNX Nifty.
4. Incase 30th day, 90th day or 180th day is not a trading day, closing price on NSE of next trading day is considered.
5. 30th listing day has been taken as listing date plus 29 calendar days.
6. 90th listing day has been taken as listing date plus 89 calendar days.
Fi

180th listing day has been taken as listing date plus 179 calendar days.

304
Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by BofA Securities
India Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial | Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
Year no. amount of | discount - 30th calendar days | premium - 30th calendar days | discount - 180th calendar days premium - 180th calendar
of funds from listing from listing from listing days from listing

IPOs raised Over | Between Less Over | Between Less Over | Between Less Over | Between Less

(= Mn.) 50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than

25% 25% 25% 25%
2021-22 2 108,886.00 - - 1 1 - - : : - - : :
2020-21 1 21,598.80 - - 1 : - - : : - - : 1
2019-20 1 103,407.80 - fi : : - - : : - - : 1

Notes:

1. The information is as on the date of this Prospectus.
2. Based on the day of listing

Citigroup Global Markets India Private Limited.

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Citigroup Global Markets India
Private Limited

 

 

 

 

 

 

 

 

S. | Issue Name Issue Size | Issue price | Listing Date Openin |+/- % change in +/- % change in +/- % change in
No. (% million) | (®) g Price | closing price, [+/- % | closing price, [+/- % | closing price, [+/- %
on change in closing change in closing change in closing
listing | benchmark]- 30" benchmark]- 90" benchmark]- 180"
date calendar days from | calendar days from | calendar days from
(in®)__|listing listing listing
f Aptus Value Housing Finance India 27,800.52 353.00 August 24,2021) 333.00 -4.07%[+7.21%] NA NA
Limited
2 Cartrade Tech Limited 29,985.13 1,618.00 August 20, 2021 | 1,599.80 -10.31%[+6.90%] NA NA
3 | Zomato Limited 93,750.00 76.00 July 23,2021] 116.00 +83.29%[+3.75%] NA NA
4 | Kalyan Jewellers India Limited 11,748.16 87.00 March 26, 2021 73.95 -24.60%[-1.14%] -7.07%[+8.13%] -21.95%[+19.92%]
5 |Gland Pharma Limited 64,795.45 1,500.00} November 20, 2020} 1,710.00 +48.43%[+7.01%]| +57.27%[+18.27%]| +104.17%[+17.49%]
6 |UTI Asset Management Company 21,598.84 554.00 October 12, 2020] 500.00 -10.43%[+5.87%] -0.60%[20.25%] +5,81%[+24.34%]
Limited
7 |Polycab India Limited 13,452.60 538.00 April 16,2019] 633.00 +15.36%[-5.35%] +14.70%[-1.99%] +23.76%[-4.09%]

 

 

 

 

 

 

 

 

 

 

 

Source: www.nseindia.com

305
Notes:

(1)_ Nifty is considered as the benchmark index.
(2) % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs. Issue Price. % change in closing benchmark index is calculated based on closing index on listing
day vs. closing index on 30th / 90th / 180th calendar day from listing day.
(3) 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case closing
price on NSE of a trading day immediately prior to the 30th / 90th / 180th day, is considered.

Summary statement of price information of past issues handled by Citigroup Global Markets India Private Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial} Total | Total amount | No. of IPOs trading at discount | No. of IPOs trading at premium | No. of IPOs trading at discount | No. of IPOs trading at premium
Year no. of | of funds raised | - 30 calendar days from listing | - 30 calendar days from listing| _- 180" calendar days from - 180" calendar days from
IPOs (® Mn.) listing listing

Over | Between |Lessthan| Over | Between |Lessthan| Over | Between |Lessthan| Over | Between | Less than

50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2021-22 3 1,51,535.65 - : 2 1 - : : : : - : -
2020-21 3 98,142.45 - : 2 - 1 - - : 1 1 - 1
2019-20 1 13,452.6 - : : - - ul - : - - 1

 

 

 

Source: www.nseindia.com

Notes:

The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

Axis Capital Limited

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Axis Capital Limited:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Issue name Issue size | Issue price| Listing date Opening +/- % change in +/- % change in +/- % change in
No. & (69) price on closing closing closing
millions) listing date | price, [+/- % change | price, [+/- % change | price, [+/- % change
(ind, in in in
closing benchmark)- | closing benchmark]- | closing benchmark]-
30" calendar days | 90‘ calendar days | 180‘ calendar days
from listing from listing from listing

1 Ami Organics Limited 5,696.36 610.00 14-Sep-21 910.00 - - -
2 Chemplast Sanmar Limted 38,500.00 541.00 24-Aug-21 550.00 +2.06%, [+5.55%] - -
3 Nuvoco Vistas Corporation Limited 50,000.00 570.00 23-Aug-21 485.00 -5.91%, [+6.46%] = -
4 | Cartrade Tech Limited 29,985.13 1,618.00 20-Aug-21 1,599.80| — -10.31%, [+6.90%] zi a
5 Clean Science and Technology Limited 15,466.22 900.00 19-Jul-21 1,755.00} _+66.33%, [+5.47%] - :
6 __| India Pesticides Limited 8,000.00 296.00 5-Jul-21 350.00] +12.64%, [+1.87%]|__ +4.26%, [+10.72%] =
7 ane penis of Medical Sciences 21,437.44 825.00 28-Jun-21 1,009.00 448.1%, [-0.43%]| +48.35%, [+12.89%] -
8 | Dodla Dairy Limited 5,201.77 428.00 28-Jun-21 550.00 +44,.94%, [-0.43%] | +40.02%, [+12.89%] -
9 Shyam Metalics And Energy Limited® 9,085.50 306.00 24-Jun-21 380.00} +40.95%, [+0.42%]|_+22.65%, [+11.22%] 7

 

 

 

306

 
 

 

 

 

 

 

 

 

 

 

Sr. Issue name Issue size | Issue price| Listing date Opening +/- % change in +/- % change in +/- % change in
No. g @® price on closing closing closing
millions) listing date | price, [+/- % change | price, [+/- % change | price, [+/- % change
(in?) in i in
closing benchmark]- | closing benchmark]- | closing benchmark]-
30" calendar days | 90" calendar days | 180" calendar days
from listing from listing from listing

10 | Macrotech Developers Limited 25,000.00 486.00 19-April-21 436.00] +30.22%, [+5.21%]|_+75.43%, [+10.89%] :

 

 

Source: www.nseindia.com
@ Offer Price was? 291.00 per equity share to eligible employees
! Offer Price was 785.00 per equity share to eligible employees

Notes:

Issue Size derived from Prospectus/final post issue reports, as available.
The CNX NIFTY is considered as the Benchmark Index.

Price on NSE is considered for all of the above calculations.

In case 30th/90th/180th day is not a trading day, closing price on NSE of the previous trading day has been considered.
Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

Summary statement of price information of past issues handled by Axis Capital Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial | Total | Total funds Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year no. of | raised (2 in | discount on as on 30th calendar premium on as on 30th discount as on 180th calendar | premium as on 180th calendar

IPOs | Millions) days from listing date calendar days from listing date days from listing date days from listing date
Over | Between |Lessthan|] Over | Between |Lessthan| Over | Between |Lessthan| Over | Between | Less than

50% 25%- 25% 50% 25%- 25% 50% 25%- 25% 50% 25%- 25%
50% 50% 50% 50%

2021-2022* 1 212,901.16 = - 2 L 4 3 é # = 1 - E

2020-2021 11 93,028.90 - : 6 2 1 2 - | 1 4 3 2

2019-2020 5: 161,776.03 - 1 2 - - 2 1 fi - : - 3

 

 

 

* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.

Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

307

 

 
E. HDFC Bank Limited

 

 

 

 

 

te Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by HDFC Bank Limited:

Ss Offer Name Offer Size| Offer Listing Date Opening Price +/- % change in +/- % change in +/- % change in closing
r (in = Mn) | price (%) on Listing closing price, [+/- % closing price, [+/- % price, [+/- % change in
N Date change in closing change in closing closing benchmark]-

o. benchmark]- 30th benchmark]- 90th 180th calendar days from

calendar days from calendar days from listing
listing listing

1. | Chemplast Sanmar Limited 38,500.00 541| August 24, 2021 550.00 +2.06% [+5.55%] : :
2. |G R Infraprojects Limited 9,623.34 837 July 19, 2021 1,715.85 +90.82% [+5.47%] = 7
2 <omputes ae Management | 5 491.05] 1,230] October 01, 2020 1,518.00 +5.52% [+2.37%] | +49.52% [+23.04%] +43,67% [+26.65%]
4: Necopals Healthcare 12,042.88 880| April 15, 2019 958.00 +3.75% [-4.01%] +21.39%[-1.18%] +45,93% [-3.30%]

 

 

 

 

 

 

 

 

 

 

 

Source: www.nseindia.com and www.bseindia.com for price information and prospectus for offer details

Notes:

1. _ Nifty is considered as the benchmark index except for Computer Age Management Services Limited where SENSEX is considered as benchmark index

2. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken as listing date
plus 179 calendar days

3. _ Incase of reporting dates falling on a trading holiday, values for immediately previous trading day have been considered

4. InGR Infraprojects Limited, the offer price to eligible employees was 2795 afier a discount of 242 per equity share,

5, In Computer Age Management Services Limited, the offer price to eligible employees was 21,108 after a discount of 8122 per equity share.

 

 

 

 

 

 

 

 

 

 

 

2: Summary statement of price information of past issues handled by HDFC Bank Limited
Financial Year| Tota| Total | No. of IPOs trading at discount | No. of IPOs trading at premium | No. of IPOs trading at discount | No. of IPOs trading at premium
Ino. | amount of} as on 30‘ calendar day from as on 30" calendar day from as on 180" calendar day from as on 180" calendar day from
of funds listing date listing date listing date listing date
IPOs| raised Over Between | Less | Over 50% | Between | Less than| Over Between | Less | Over 50% | Between | Less than
@in 50% 25%- than 25%- 25% 50% 25%- than 25%- 25%
million) 50% 25% 50% 50% 25% 50%
2021-22 2 48,123.66 : : : 1 - 1 - - - - : :
2020-21 1 22,421.05 : : : : - tr - - - - 1 :
2019 - 20 1 12,042.88 : : : : - 1 - - - - 1 -

 

 

 

 

 

 

 

 

 

 

 

Notes:
1. The information is as on the date of this Prospectus.
2. The information for each of the financial years is based on offers listed during such financial year

308
F,.

ICICI Securities Limited‘

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by ICICI Securities Limited

 

 

 

 

 

 

 

 

 

 

 

Issue (ao +/- % change in closing | +/- % change in closing | +/- % change in closing
Sr. Size Listin Bie 7 price, [+/- % change in | price, [+/- % change in | price, [+/- % change in
No. Issue Name (int Issue Price (%) Dai a Listin closing benchmark]- closing benchmark]- closing benchmark]-
. Mn) Dai a 30th calendar days 90th calendar days 180" calendar days
: from listing from listing from listing
1 Macrorech Developers | 55,000.00 486.00 | 19-Apr-21 436.00 +30.22%, [45.21%] +75.43%,[+10.89%] NA*
a ee vo and 9,087.97 306.00 | 24-Jun-21 380.00 +40.95%,[+0.42%] +22.65%,[+11.22%] NA*
3_[Dodla Dairy Limited 5,201.77 428.00 |_26-Jun-21 550.00 +44,94%,[-0.43%] +40.02,[+ 12.89%] NA*
4 oS nbaprolects 9,623.34 837.002 | 19-Jul-21] 1,715.85 +90.82%,[+5.47%] NA* NA*
5 ane ae Pharma | 5,000.00 1,083.00 | 29-July-21] 2,111.85 +92.54%,[+5.87%] NA* NA*
6 Ca atlon tials 3 50,000.00 570.00 | 23-Aug-21 485.00 -5.91%,[+6.46%] NA* NA*
7 Ghermpiast Sanmar 38,500.00 541,00 | 24-Aug-21 550.00 +2.06%,[+5.55%] NA* NA*
8 Aus Valine: Housing: 27,800.52 353.00 | 24-Aug-21 333.00 -2.82%,[+5.55%] NA* NA*
9 vey i pibgnostic 18,944.31 531.00 | 14-Sept-21 540.00 NA* NA* NA*
10 | Sansera Engineering 12,825.20 744.00 | 24-Sept-21 811.50 NA* NA* NA*
Limited

 

 

 

 

 

 

 

 

 

 

 

*Data not available

MD
2
QB)
A

Summary statement of price information of past issues handled by ICICI Securities Limited

Discount of Rs. 15 per equity share offered to eligible employees All calculations are based on Issue Price of Rs. 306.00 per equity share.
Discount of Rs. 42 per equity share offered to eligible employees All calculations are based on Issue Price of Rs. 837.00 per equity share.
Discount of Rs. 52 per equity share offered to eligible employees. Alll calculations are based on Issue Price of Rs. 531.00 per equity share.
Discount of Rs. 36 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 744.00 per equity share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial | Total | Total amount | No. of IPOs trading at discount No. of IPOs trading at No. of IPOs trading at discount No. of IPOs trading at
Year no. of of funds - 30" calendar days from premium - 30" calendar days - 180" calendar days from premium - 180" calendar days
IPOs raised listing from listing listing from listin:
(in = Mn.) Over Between | Less than| Over Between | Less than| Over Between | Less than| Over Between | Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2021-22* 10 2,01,983.11 - : 2 2 3 1 : - : :
2020-21 14 1,74,546.09 - : 5. 5 2 2. : 1 a 5 3 2

 

 

 

309

 
G.

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial | Total | Total amount | No. of IPOs trading at discount No. of IPOs trading at No. of IPOs trading at discount No. of IPOs trading at
Year no. of of funds - 30 calendar days from premium - 30" calendar days - 180" calendar days from premium - 180" calendar days
IPOs raised listing from listin; listing from listin;
(in = Mn.) Over | Between |Lessthan|] Over | Between |Lessthan| Over | Between |Lessthan| Over | Between |Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2019-20 4 49,850.66 - : 2 : 1 1 1 : : 2 : I

 

 

 

 

 

 

 

* This data covers issues up to YTD

Notes:

1. All data sourced from www.nseindia.com except for Computer Age Management Services Limited for which the data is sourced from www.bseindia.com
2. Benchmark index considered is NIFTY
3. 30", 90", 180" calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30", 90", 180" calendar day is a holiday, in which case we have

considered the closing data of the previous trading day

Nn compliance with the proviso to Regulation 21A of the SEBI Merchant Banker Regulations and Regulation 23(3) of the SEBI ICDR Regulations, ICICI Securities Limited has been involved only in
marketing of the Offer. ICICI Securities has signed the due diligence certificate and has been disclosed as a BRLM for the Offer.

IIFL Securities Limited

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by IIFL Securities Limited.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Issue Name Issue Issue Price Listing Date Opening +/- % change in +/- % change in +/- % change in closing
No. Size (in = (nd) Price on closing price*, closing price*, [+/- price*, [+/- % change in
Mn) Listing [+/- % change in | % change in closing | closing benchmark]- 180th
Date closing benchmark]- 90th calendar days from listing
benchmark]- 30th | calendar days from
calendar days listing
from listing

1 Suryoday Small Finance 5,808.39 305.00 | March 26, 2021 292.00 | -18.38%,[-1.14%] -26.87%, [-98.46%] -40.20%,[+21.06%]
Bank Ltd

2 Nazara Technologies Ltd 5,826.91 1,101.00 | March 30, 2021 1,990.00 | +62.57%,[0.13%] +38.22%, [6.84%] +94,60%,[+20.26%]

3 Barbeque-Nation 4,528.74 500.00 April 7, 2021 489.85 | +18.77%,|[-0.64%] +76.97%, [+6.85%] +122.53%,[+18.31%]
Hospitality Limited

4 Macrotech Developers Ltd | 25,000.00 486.00 | April 19, 2021 436.00 | +30.22%,[+5.21%] +75.43%,[+10.89%] N.A.

5 Shyam Metalics and 9,085.50 306.00 June 24, 2021 380.00 | +40.95%,[+0.42%] +22.65%,[+11.22%] NLA.
Energy Ltd

6 Krishna Institute of 21,437.44 825.00 June 28, 2021 1,009.00 | +48.10%;[-0.43%] +48.35%,[+12.89%] N.A.
Medical Sciences Limited

7 Windlas Biotech Limited 4,015.35 460.00 August 16, 437.00 | -18.04%,[+4.93%] N.A. N.A.

2021

8 Krsnaa Diagnostics 12,133.35 954.00 August 16, 1,005.55 -9.42%,[+4.93%] N.A. NLA.

Limited 2021

 

310

 
 

 

 

 

 

 

 

 

 

 

9 Chemplast Sanmar 38,500.00 541.00 August 24, 550.00 | +2.06%,[+5.55%] N.A. N.A.
Limited 2021

10 Sansera Engineering 12825.20 744.00 | September 24, 811.50 NA. NA. NA.
Limited 2021

 

 

Source: www.nseindia.com

(1) A discount of INR 30 per equity share on the issue price to eligible employees bidding in the employee reservation portion.
(2) A discount of INR 110 per equity was offered to eligible employees bidding in the employee reservation portion.
(3) A discount of INR 15 per Equity Share was offered to the eligible employees bidding in the employee reservation portion.
(4) A discount of INR 40 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
(5) A discount of INR 93per equity share to eligible employees bidding in the employee reservation portion.

(6) A discount of INR 36 per equity share was offered to eligible employees bidding in the employee reservation portion.

Note: Benchmark Index taken as CNX NIFTY. Price on NSE is considered for all of the above calculations. The 30", 90" and 180" calendar day from listed day have been taken as listing day plus 29,
89 and 179 calendar days, except wherever 30" /90" / 180" calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. % change taken against the
Issue Price in case of the Issuer. The Nifty 50 index is considered as the benchmark index. NA means Not Applicable.

Summary statement of price information of past issues handled by IIFL Securities Limited.

 

 

 

 

 

Financial| Total {Total amount of| No. of IPOs trading at discount |No. of IPOs trading at premium| No. of IPOs trading at discount | No. of IPOs trading at premium
Year no.of | funds raised - 30th calendar days from - 30th calendar days from - 180th calendar days from - 180th calendar days from
IPOs (=Mn.) listing listing listing listing
Over | Between 25- |Less than} Over | Between 25- |Less than] Over | Between 25- |Less than] Over | Between 25- |Less than
50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2019-20 5 65,827.61 : : 2 : 1 2; L 1 A - : 2
2020-21 8 47,017.65 - : 4 2 1 1: - 1 : 3 3 Ak:
2021-22 8 1,27,525.58 : : 2 : 3 2 - - - 1 : -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source: www.nseindia.com

Note: Data for number of IPOs trading at premium/discount taken at closing price on NSE on the respective date. In case any of the days falls on a non-trading day, the closing price on the previous
trading day has been considered. NA means Not Applicable.

NA means Not Applicable.

JM Financial Limited

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by. JM Financial Limited

 

 

 

 

Sr. Issue name Issue Size | Issue Listing Opening +/- % change in +/- % change in closing | _+/- % change in
No. (% million) | price Date price on closing price, [+/- % change in | closing price, [+/- %
@ Listing _| price, [+/- % change in| closing benchmark] - change in
Date closing benchmark] - | 90" calendar days from | closing benchmark] -
(in 2) 30" calendar days listing 180" calendar days
from listing from listing
1.__[Krsnaa Diagnostics Limited® 12,133.35] 954.00) August 16, 2021 1,005.55] -9.42% [4.93%] Not Applicable} Not Applicable

 

 

 

 

 

 

 

 

 

 

311
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2. [Rolex Rings Limited 7,310.00| 900.00 August 09, 2021 1,250.00) 22.28%[6.79%] Not Applicable} Not Applicable

3.__|Tatva Chintan Pharma Chem Limited] 5,000.00} 1,083.00 July 29, 2021 2,111.85} 92.54% [5.87%] Not Applicable} Not Applicable

4. |Clean Science and Technology} 15,466.22} 900.00) July 19, 2021 1,755) 66.33% [5.47%] Not Applicable} Not Applicable
Limited

5.__|India Pesticides Limited 8,000.00] 296.00) July 5, 2021 350.00) 12.64% [1.87%] 4.26% [10.72%] Not Applicable

6.__ [Shyam Metalics and Energy Limited”| 9,085.50} 306.00} June 24, 2021 380.00 40.95% [0.42%] 22.65% [11.22%] Not Applicable

7. |Sona BLW Precision Forgings) 55,500.00} 291.00 June 24, 2021 301.00 45.45% [0.42%] 93.40% [11.22%] Not Applicable
Limited

8. _[Macrotech Developers Limited 25,000.00} 486.00 April 19, 2021 436.00 30.22% [5.21%] 75.43% [10.89%] Not Applicable

9. [Anupam Rasayan India Limited® 7,600.00] 555.00) March 24, 2021 520.00) -0.11% [-0.98%] 30.49%[8.23%] 37.12%[20.87%]

10. {Easy Trip Planners Limited 5,100.00] 187.00) March 19, 2021 212.25) -7.27% [-0.86%] 124.68%[6.94%] 177.57%[17.88%]

 

 

Source: www.nseindia.com for price information and prospectus/basis of allotment for issue details

Notes:
Opening price information as disclosed on the website of NSE.

Change in closing price over the issue/offer price as disclosed on NSE.
Change in closing price over the closing price as on the listing date for benchmark index viz. NIFTY 50.
In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
30" calendar day has been taken as listing date plus 29 calendar days; 90" calendar day has been taken as listing date plus 89 calendar days; 180" calendar day has been taken a listing date plus

Pee ee

BEEN

0.

179 calendar days.
Restricted to last 10 issues.

A discount of 4.90 % on the Offer Price was offered to the Eligible Employees Bidding in the Employee Reservation Portion (“Employee Discount ” ) equivalent to ¥ 15 per Equity Share.
A discount of Rs. 55 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
A discount of Rs. 93 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.

Not Applicable - Period not completed

2. Summary statement of price information of past issues handled by JM Financial Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial |Total] Total funds Nos. of IPOs trading at Nos. of IPOs trading at premium | Nos. of IPOs trading at discount Nos. of IPOs trading at
no. raised discount on as on 30" on as on 30" calendar days from | as on 180" calendar days from | premium as on 180" calendar
Year of calendar days from listing listing date listing date days from listing date
(% Millions) date
IPOs Over 50% |Between| Less | Over | Between 25- |Lessthan| Over Over Between [Lessthan| Over | Less than
than} 50% 50% 25% 50% 50% 50% 25%
25% - 25% -50% | 25%
50% | 25%
2021-2022 8 1,37,495.07 : - E 2 3 2: - : : - : :
2020-2021 8 62,102.09 - - 3 2 1 2 - : - 5 i
2019-2020 4 36,400.83** - - 1 - 1 2 : 1 | - 1 |

 

 

 

**Spandana Sphoorty Financial Limited raised Rs. 11,898.49 million as against the issue size of Rs. 12,009.36 million.

Motilal Oswal Investment Advisors Limited

Price information of past issues handled:

312
 

 

 

 

S.No. Issue name Issue size | Offer Price) Listing date | Opening price | +/- % change in + % change in closing | +/- % change in dosing
on listing date | closing price, [+/- % | price, [+/- % change in | price, [+/ % change in
(in 2 million) (in 2) change in closing closing benchmark]- 90" | closing benchmark]-
(in 2) benchmark]- 30" calendar days from 180" calendar days
calendar days from listing from listing
listing
L GR Infraprojects Limited! 9,623.34] 837| July 19, 2021 1,715.85} +90.82%, [+5.47%] Not applicable? Not applicable|
; 3 ; I
2, Devyani International Limited 18,380.00 90 ee 140.9] +34.28%, [+5.77%] Not applicable Not applicable
Source: nseindia.com

 

 

 

 

 

 

 

 

 

Notes:

1. Discount of 242.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion

2. Not applicable — Period not completed

Summary statement of price information of past issues handled

 

 

 

 

 

 

 

 

 

 

 

 

Financial |Totalno.] ‘Totalamount of | No. of IPOs trading at discount | No. of IPOs trading at premium as | No. of IPOs trading at discount | No. of IPOs trading at premium as
Year | of IPOs | funds raised as on 30" calendar day from | on 30" calendar day from listing | as on 180" calendar day from | on 180" calendar day from listing
(@ in million) listing date date listing date date
Over | Between |Lessthan| Over | Between | Less than | Over 50% | Between |Less than| Over 50% | Between |Less than
50% |25%-50%| 25% | 50% | 25%-50% 25% 25%- | 25% 25%-50% | 25%
50%
2021-22 2 28,003 s 2 34 1 1 “ yl " 7 " w 7
2020-21 - - - - - - - “ ve * = * ‘a a
2019-20 - - - - - - - : o ” #8 a 2

 

 

 

 

 

 

 

 

SBI Capital Markets Limited

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by SBI Capital Markets Limited

 

Sr. Issue Name

 

 

 

 

 

 

 

 

 

 

 

 

 

Issue Size | Issue Price| Listing Date Opening +/- % change in +/- % change in +/- % change in
No. (= Mn.) (69) Price on | closing price, [+/- % | closing price, [+/- % | closing price, [+/- %

Listing change in closing change in closing change in closing

Date benchmark]- 30% benchmark]- 90" | benchmark]- 180"

calendar days from | calendar days from | calendar days from

listing listing listing

- Nuvoco Vistas Corporation Limited 50,000.00 570.00| August 23, 2021 485.00 -5.91% [+6.46%] NA NA
2 Windlas Biotech Limited 4,015.35 460.00| August 16, 2021 437.00 -18.04% [+4.93%] NA NA
gy Glenmark Life Sciences Limited 15,136.00 720.00| August 06, 2021 750.00 -6.40% [+6.68%] NA NA
4 __|GR Infraprojects Limited 9,623.34 837.00 July 19, 2021 1,715.85 90.82% [+5.47%] NA NA
5 Shyam Metalics and Energy Limited @ 9,085.50 306.00 June 24, 2021 380.00 40.95% [+0.42%] 22.65% [+11.22%] NA

 

 

 

313

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Issue Name Issue Size | Issue Price} Listing Date Opening +/- % change in +/- % change in +/- % change in

No. (= Mn.) @ Price on | closing price, [+/- % | closing price, [+/- % | closing price, [+/- %

Listing change in closing change in closing change in closing

Date benchmark]- 30" benchmark]- 90 | benchmark]- 180"

calendar days from | calendar days from | calendar days from

listing listing listing

6 | Macrotech Developers Limited 25,000.00 486.00 April 19, 2021 436.00 30.22% [+5.21%] 75.43% [+10.89%] NA
7__| Barbeque-Nation Hospitality Limited 4,528.74 500.00 April 07, 2021 489.85 18.77% [-0.64%] 76.97% [+6.85%] | _122.53% [+18.31%]
8 Suryoday Small Finance Bank Ltd © 5,808.39 305.00| March 26, 2021 292.00 -18.38% [-1.14%] -27.48% [+8.84%]|__ -40.20% [+21.06%]
9 | Kalyan Jewellers India Ltd “ 11,748.16 87.00| March 26, 2021 73.95 -24.60% [-1.14%] -8.33% [+8.84%] | -21.95% [+21.06%]
10 | Railtel Corporation of India Limited 8,192.42 94.00 | February 26, 2021 109.00 35.64% [-0.15%] 37.50% [+5.32%] 31.01% [+14.42%]

 

Source: www.nseindia.com

Notes:
* The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days isa trading holiday, the previous trading day is considered for the
computation. We have taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing
day to calculate the % change in closing price of the benchmark as on 30th, 90th and 180th day.
* The Nifty 50 index is considered as the Benchmark Index

Price for eligible employee was Rs 795.00 per equity share

Price for eligible employee was Rs 291.00 per equity share

Price for eligible employee was Rs 275.00 per equity share

Price for eligible employee was Rs 79.00 per equity share

Summary statement of disclosure Price information of past issues during current financial year and two financial years preceding the current financial year handled by SBI Capital
Markets Limited:

 

 

 

 

 

Pi eee es . No. of IPOs trading at premium - | No. of IPOs trading at discount - ee
Total Total aves x 30" calendar days from listing 180" calendar days from listing | P cat
. i; from listing days from listing
Financi | no. of | amount of ‘OVE
Sod oO . ea r Between | Less than Over Between | Less than Over Between | Lessthan | Over Betwee ee
" 50 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 3 ‘
% 50% 25%
2021-22 | 7 | 1,17,388.93 | - - 3 1 2 1 - - - 1 - -
2020-21* q 1,05,087.00 - - 5 - 2 - - lL. a - 2 1,
2019-20 3 138,283.86 - Al 1 1 - : 1 - : Lt : 1,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* The information is as on the date of this Offer Document.
* Date of Listing for the issue is used to determine which financial year that particular issue falls into

314

 
K. YES Securities (India) Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by YES Securities (India) Limited:
Sr. Issue Name Issue Size Issue Listing Opening +/- % change in closing +/- % change in closing price, +/- % change in closing
No. ( million) Price (%) Date Price on price, [+/- % change in [+/- % change in closing price, [+/- % change in
Listing Date | closing benchmark]- 30" benchmark]- 90" calendar closing benchmark]- 180"
@ calendar days from listing days from listing calendar days from
listing
1 Chemplast Sanmar 38,500.00 541.00 August 550.00 +2.06% e *
Limited 24, 2021 [45.55%]
2 Macrotech Developers 25,000.00 486.00 April 19, 436.00 +30.22% +75.43% -
Limited 2021 [+5.21%] [+10.89%]
3 Mazagon Dock 4,436.86 145.00 October 214.90 +18.90% +52.90% +45.79%
Shipbuilders Limited 12, 2020 [+5.87%] [+20.25%] [+24.34]
4 Indian Railway 6,379.72 320.00 October 626.00 +191.53% +186.64% +291.84%
Catering and Tourism 14, 2019 [+5.05%] [+8.07%] [-19.66%]
Corporation Limited
5 Sterling and Wilson 28,496.38 780.00 August 706.00 -21.88% -48.63% -64.78%
Solar Limited 20, 2019 [1.60%] [+7.97%] [+9.95%]
6 Spandana Sphoorty 11,898.49 856.00 August 825.00 -0.56% +52.76% +17.32%
Financial Limited 19, 2019 [-2.14%] [+7.61%] [+9.59%]
7 Polycab India Limited 13,452.60 538.00 April 16, 633.00 +15.36% +14.70% +23.76%
2019 [-5.35%] [-1.99%] [-4.09%]
8 Rail Vikas Nigam 4,768.61 19.00 April 11, 19.00 +19.47% +40.26% +20.53%
Limited 2019 [-2.74%] [-0.35%] [-4.06%]
‘Notes: 1. Benchmark Index taken as CNX NIFTY
2. Price on NSE is considered for the above calculations
3. % change taken against the Issue Price in case of the Issuer. % change taken against closing CNX NIFTY Index on the day of the listing date.
4. Ifeither of the 30th, 90th or 180th calendar day is a trading holiday, the previous trading day has been considered for the computation.
2 Summary statement of price information of past issues handled by YES Securities:
Financial | Total no. Total No. of IPOs trading at discount - | No. of IPOs trading at premium - | No. of IPOs trading at discount - | No. of IPOs trading at premium -
Year of IPOs | amountof | 30 calendar days from listing | 30" calendar days from listing | 180" calendar days from listing | 180" calendar days from listing |
funds raised | Over 50% | Between | Less than | Over 50% | Between | Less than | Over 50% | Between | Less than | Over 50% | Between | Less than
(= Mn.) 25-50% 25% 25-50% 25% 25-50% 25% 25-50% 25%
2021-2022 2 63,500.00 = - = - al 1 = = = = = =
2020-2021 1 4,436.86 = - = - e 1 = = = = 1 =
2019-2020 5 64,995.80 = - 2 1 e 2 a = = 1 = 3
Notes:

Data for number of IPOs trading at premium/discount taken at closing price on NSE on the respective date.
The information for the financial year is based on issue listed during such financial year.

315
Track record of past issues handled by the Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers

For details regarding the track record of the Global Coordinators and Book Running Lead Managers and the Book Running
Lead Managers, as specified in circular bearing number CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please
see the websites of the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers, as

provided in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S.No. | Name of the Global Coordinators and Book Running Website
Lead Managers and the Book Running Lead
‘Managers
L Kotak Mahindra Capital Company Limited www.investmentbank.kotak.com
2. BofA Securities India Limited www.ml-india.com
3. Citigroup Global Markets India Private Limited www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
4. ‘Axis Capital Limited Wwww.axiscapital.co.in
5. HDFC Bank Limited www.hdfcbank.com
6. ICICI Securities Limited www. icicisecurities.com
Fe IIFL Securities Limited www.iiflcap.com
8. JM Financial Limited www.jmfl.com
9. Motilal Oswal Investment Advisors Limited www.motilaloswalgroup.com
10. SBI Capital Markets Limited www.sbicaps.com
1. YES Securities (India) Limited www. yesinvest.in

 

 

Redressal and disposal of investor grievances by our Company

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least eight years
from the date of listing and commencement of trading of the Equity Shares to enable the Bidders to approach the Registrar to
the Offer for redressal of their grievances.

All grievances in relation to the Bidding process may be addressed to the Registrar to the Offer, the Global Coordinators and
Book Running Lead Managers or the Book Running Lead Managers with a copy to the relevant Designated Intermediary to
whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder,
Bid cum Application Form number, Bidder DP ID, Client ID, PAN, UPI ID (in case of RIBs and ABCL Shareholders Bidding
under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to %200,000) using the UPI
Mechanism), date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied
for and the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder.

In terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018 and SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, any ASBA Bidder whose Bid has not been considered for
Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB
within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days,
failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of
15 days. Further, the investors shall be compensated by the SCSBs at the rate higher of 100 or 15% per annum of the application
amount in the events of delayed or withdrawal of applications, blocking of multiple amounts for the same UPI application,
blocking of more amount than the application amount, delayed unblocking of amounts for the stipulated period. In an event
there is a delay in redressal of the investor grievance, the Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers shall compensate the investors at the rate higher of 2100 or 15% per annum of the application amount.

For helpline details of the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers
pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see “General Information — Global
Coordinators and Book Running Lead Managers and Book Running Lead Managers” on pages 61-63.

Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned hereinabove.

The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Bank for addressing any
clarifications or grievances of ASBA Bidders. Our Company, the Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers and the Registrar to the Offer accept no responsibility for errors, omissions, commission or
any acts of SCSBs including any defaults in complying with its obligations under the SEBI ICDR Regulations. Bidders can
contact our Head - Compliance, Legal and Secretarial, Company Secretary and Compliance officer or the Registrar to the Offer
in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity
Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode.

Anchor Investors are required to address all grievances in relation to the Offer to the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers.

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated
Intermediary, for the redressal of routine investor grievances shall be 7 (seven) days from the date of receipt of the complaint.

316
In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these
complaints within 30 days of receipt of complaint or upon receipt of satisfactory documents.

Our Company has also appointed Hemanti Wadhwa, Company Secretary and Head - Compliance, Legal and Secretarial, as the
Compliance officer for the Offer. For details, see “General Information” beginning on page 58.

Our Company has constituted a Stakeholders’ Relationship Committee comprising Alka Bharucha, A. Balasubramanian and
Bharat Patel as its members which is responsible for redressal of grievances of security holders of our Company. For further
details on the Stakeholders’ Relationship Committee, see “Our Management — Committees of the Board — Stakeholders’
Relationship Committee” on page 192.

Our Company has obtained authentication on the SCORES in terms of the SEBI circular bearing number CIR/OIAE/1/2013
dated April 17, 2013 and shall comply with SEBI circular bearing number CIR/OIAE/1/2014 dated December 18, 2014 in
relation to redressal of investor grievances through SCORES.

Our Company has not received any investor complaint during the three years preceding the Draft Red Herring Prospectus, the
Red Herring Prospectus and date of this Prospectus.

As on the date of this Prospectus, there are three investor complaints/grievances pending against Grasim Industries Limited,
one of our Group Companies.

Further, no investor complaint in relation to our Company is pending as on the date of the Draft Red Herring Prospectus, the
Red Herring Prospectus and this Prospectus.

317
SECTION VI: OFFER INFORMATION
TERMS OF THE OFFER

The Equity Shares being offered and Allotted and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of Association and
Articles of Association, the terms of the Red Herring Prospectus, this Prospectus, the abridged prospectus, the Bid cum
Application Form, the Revision Form, the CAN or Allotment Advice and other terms and conditions as may be incorporated in
the Allotment Advices and other documents or certificates that may be executed in respect of the Offer. The Equity Shares shall
also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing
and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, the RoC
and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as may be
prescribed by SEBI, the RBI, the Government of India, the Stock Exchanges, the RoC and/or any other authorities while
granting their approval for the Offer.

The Offer

The Offer comprises of an Offer for Sale by the Selling Shareholders.

Ranking of Equity Shares

The Equity Shares being offered/Allotted and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, our Memorandum of Association and Articles of Association and shall rank pari passu in all respects with the

existing Equity Shares including in respect of the right to receive dividend, voting and other corporate benefits. For further
details, see “Main Provisions of Articles of Association” beginning on page 343.

 

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act,
our Articles of Association and provisions of the SEBI Listing Regulations and any other guidelines or directions which may
be issued by the Government in this regard. Dividends, if any, declared by our Company after the date of Allotment (pursuant
to the transfer of Equity Shares from the Offer for Sale), will be payable to the Bidders who have been Allotted Equity Shares
in the Offer, for the entire year, in accordance with applicable laws. For further details in relation to dividends, see “Dividend
Policy” and “Main Provisions of Articles of Association” beginning on pages 212 and 343, respectively.

 

Face Value, Offer Price and Price Band

The face value of each Equity Share is 75 and the Offer Price is 712.00 per Equity Share. The Anchor Investor Offer Price is
2712.00 per Equity Share.

The Price Band and the minimum Bid Lot was decided by our Company and the Selling Shareholders in consultation with the
Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers and were advertised in all
editions of English national daily newspaper, Financial Express, all editions of Hindi national daily newspaper, Jansatta and
Mumbai editions of the Marathi daily newspaper Navshakti (Marathi being the regional language of Maharashtra, where our
Registered and Corporate Office is located) each with wide circulation, at least two Working Days prior to the Bid/Offer
Opening Date and were made available to the Stock Exchanges for the purpose of uploading the same on their websites. The
Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, were pre-filled in the Bid
cum Application Forms available on the websites of the Stock Exchanges. The Offer Price was been determined by our
Company and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers, after the Bid/Offer Closing Date.

At any given point of time there shall be only one denomination of Equity Shares.

Compliance with disclosure and accounting norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders shall have the
following rights:

° Right to receive dividends, if declared;

. Right to attend general meetings and exercise voting rights, unless prohibited by law;

318
. Right to vote on a poll either in person or by proxy and “e-voting”, in accordance with the provisions of the Companies

Act;
. Right to receive offers for rights shares and be allotted bonus shares, if announced;
° Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
. Right of free transferability of Equity Shares, subject to applicable laws including any NHB and RBI rules and

regulations; and

° Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations and our Articles of Association.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission, consolidation or sub-division, see “Main Provisions of Articles of
Association” beginning on page 343.

Allotment only in Dematerialised Form

Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in
dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form.
In this context, two agreements have been signed amongst our Company, the respective Depositories and the Registrar to the
Offer:

. Tripartite agreement dated April 6, 2021 amongst our Company, CDSL and the Registrar to the Offer; and
. Tripartite agreement dated April 13, 2019 between our Company, NSDL and the Registrar to the Offer.
Market Lot and Trading Lot

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will be
only in electronic form in multiples of one Equity Share subject to a minimum Allotment of 20 Equity Shares. For further
details, see “Offer Procedure” beginning on page 326.

Joint Holders

Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders of
the Equity Shares, they shall be entitled to hold the same as joint tenants with benefits of survivorship.

Nomination facility to Bidders

In accordance with Section 72 of the Companies Act read with the Companies (Share Capital and Debentures) Rules, 2014, as
amended, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any one person in whom, in the
event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares
Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original
holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder
of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed
manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination
shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the person nominating. A buyer will be entitled
to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on
request at our Registered and Corporate Office or to the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon the production
of such evidence as may be required by our Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice
have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode there is no need to make a separate

nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would prevail. If
the Bidder wants to change their nomination, they are requested to inform their respective Depository Participant.

319
Withdrawal of the Offer

Our Company and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers
and the Book Running Lead Managers, reserve the right not to proceed with the Offer for Sale, in whole or in part thereof, to
the extent of its respective portion of the Offered Shares after the Bid/Offer Opening Date but before the Allotment. In such an
event, our Company would issue a public notice in the newspapers in which the pre-Offer advertisements were published,
within two days of the Bid/Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not
proceeding with the Offer. The Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers
through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank, in case of RIBs and ABCL Shareholders
Bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000) using the UPI
Mechanism, to unblock the bank accounts of the ASBA Bidders and shall notify the Escrow Collection Bank to release the Bid
Amounts to the Anchor Investors, within one Working Day from the date of receipt of such notification. Our Company shall
also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed.

Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of this Prospectus after it is
filed with the RoC. If our Company and the Selling Shareholders, in consultation with the Global Coordinators and Book
Running Lead Managers and the Book Running Lead Managers, withdraw the Offer after the Bid/Offer Closing Date and
thereafter determine that they will proceed with a public offering of the Equity Shares, our Company shall file a fresh draft red
herring prospectus with SEBI and the Stock Exchanges.

An indicative timetable in respect of the Offer is set out below:

 

 

 

 

 

 

 

 

 

 

Event Indicative Date
BID/OFFER OPENED ON Wednesday, September 29, 2021")
BID/OFFER CLOSED ON Friday, October 1, 20210)
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Wednesday, October 6, 2021
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account’ | _On or about Thursday, October 7, 2021
Credit of Equity Shares to demat accounts of Allottees On or about Friday, October 8, 2021
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Monday, October 11, 2021

 

1. The Anchor Investor Bid/Offer Period was on September 28, 2021.

2. UPI mandate end time and date was at 12.00 p.m. on October 4, 2021.

“In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working
Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of 100 per day or
15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock
Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts
blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate 2100 per day or 15% per annum of the total cumulative blocked
amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock;
(iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of 2100 per day or 15% per annum of the difference
in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-
allotted/ partially allotted Bids, exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ® 100 per
day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Bid/Offer Closing Date
by the SCSB responsible for causing such delay in unblocking. The Global Coordinators and Book Running Lead Managers and the Book Running Lead
Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The post Offer
Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers shall be liable for compensating the Bidder at a uniform rate
of 2100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked
amounts are unblocked. For the avoidance of doubt, the provisions of the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, as
amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be deemed to be incorporated.

The above timetable is indicative and does not constitute any obligation or liability on our Company or the Selling
Shareholders or the Global Coordinators and Book Running Lead Managers or the Book Running Lead Managers.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within six Working Days of the
Bid/Offer Closing Date or such other time as may be prescribed by SEBI, the timetable may be subject to change due
to various factors or any delay in receiving the final listing and trading approval from the Stock Exchanges or delay in
receipt of final certificates from SCSBs, etc. The commencement of trading of the Equity Shares will be entirely at the
discretion of the Stock Exchanges and in accordance with the applicable laws. Each Selling Shareholder confirms,
severally and not jointly, that it shall extend reasonable co-operation in relation to its respective portion of the Offered
Shares required by our Company, the Global Coordinators and Book Running Lead Managers and the Book Running
Lead Managers for the completion of the necessary formalities for listing and commencement of trading of the Equity
Shares at the Stock Exchanges within six Working Days from the Bid/Offer Closing Date or such other time as may be
prescribed by SEBI.

In terms of the UPI Circulars, in relation to the Offer, the Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers will be required to submit reports of compliance with timelines and activities prescribed by SEBI in
connection with the allotment and listing procedure within six Working Days from the Bid/Offer Closing Date, identifying non-
adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of 7100 per

320
day for the entire duration of delay exceeding four Working Days from the Bid/Offer Closing Date by the intermediary
responsible for causing such delay in unblocking. The Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible
for such delay in unblocking.

Submission of Bids (other than Bids from Anchor Investors):

 

 

 

 

 

Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”)
Bid/Offer Closing Date*
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST

 

 

 

* UPI mandate end time and date was at 12.00 pm on October 4, 2021
On the Bid/Offer Closing Date, the Bids were required to be uploaded until:

@ 4.00 p.m. IST in case of Bids by QIBs, Non-Institutional Bidders and ABCL Shareholders bidding in ABCL
Shareholders Reservation Portion (subject to the Bid Amount being more than 200,000); and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs and ABCL
Shareholders bidding in ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000).

On Bid/Offer Closing Date, extension of time was granted by Stock Exchanges only for uploading Bids received by RIBs and
ABCL Shareholders bidding in the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000)
after taking into account the total number of Bids received and as reported by the Global Coordinators and Book Running Lead
Managers and the Book Running Lead Managers to the Stock Exchanges.

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would
be rejected.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders were advised to submit their
Bids one day prior to the Bid/Offer Closing Date. Any time mentioned in this Prospectus is IST. Bidders were cautioned that,
in the event a large number of Bids were received on the Bid/Offer Closing Date, some Bids would not get uploaded due to
lack of sufficient time. Such Bids that could not be uploaded will not be considered for allocation under the Offer. Bids were
accepted only during Monday to Friday (excluding any public holiday).

In case of any discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical Bid cum
Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges was taken as the
final data for the purpose of Allotment.

Minimum Subscription

As this is an offer for sale by the Selling Shareholders, the requirement of minimum subscription of 90% of the Offer under the
SEBI ICDR Regulations is not applicable to this Offer. However, if our Company does not receive the minimum subscription
in the Offer as specified under the terms of Rule 19(2)(b) of the SCRR, as applicable, on the date of closure of the Offer or
withdrawal of applications; or after technical rejections; or if the listing or trading permission are not obtained from the Stock
Exchanges for the Equity Shares so offered under the Offer document, our Company and the Selling Shareholders, to the extent
applicable, shall forthwith refund the entire subscription amount received. If there is a delay beyond four days, our Company
and the Selling Shareholders, to the extent applicable, shall pay interest at the rate of 15% per annum including the SEBI circular
bearing no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021. No liability to make any payment of interest shall
accrue to the Selling Shareholders unless any delay in making any of the payments hereunder or any delay in obtaining listing
or trading approvals or any other approvals in relation to the Offer is solely attributable to the relevant Selling Shareholder.

Any unsubscribed portion remaining in the ABCL Shareholder Reservation Portion was added to the Net Offer. Further, subject
to valid bids having been received at or above the Offer Price, under subscription, if any, in any category except the QIB portion,
would be met with spill-over from the other categories at the discretion of our Company and the Selling Shareholders, in
consultation with the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers, and the
Designated Stock Exchange.

Further, our Company will ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall
not be less than 1,000 in compliance with Regulation 49(1) of SEBI ICDR Regulations failing which the entire application
money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA
Accounts within such timeline as prescribed under applicable laws, the Selling Shareholders and our Company shall be liable
to pay interest on the application money in accordance with applicable laws.

321
Arrangements for Disposal of Odd Lots

Since the Equity Shares will be traded in dematerialised form only, and the market lot for our Equity Shares will be one Equity
Share, no arrangements for disposal of odd lots are required.

New Financial Instruments

Our Company is not issuing any new financial instruments through this Offer.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for the lock-in of the pre-Offer Equity Share capital of our Company, lock-in of the Promoter’s minimum contribution
and the Anchor Investor lock-in as provided in “Capital Structure” beginning on page 68 and except as provided in the Articles

of Association, there are no restrictions on transfer or transmission of Equity Shares and their consolidation or sub-division.
For details see “Main Provisions of Articles of Association” beginning on page 343.

322
OFFER STRUCTURE

The Offer is of 38,880,000* Equity Shares at an Offer Price of 2712.00 per Equity Share for cash aggregating to

227,682.56 million comprising an Offer for

Sale of 2,850,880*

Equity Shares

by ABCL aggregating to

22,029.83 million and 36,029,120* Equity Shares by Sun Life AMC aggregating to 225,652.73 million.

The Offer comprises a Net Offer of 36,936,000* Equity Shares and ABCL Shareholders Reservation Portion of 1,944,000*
Equity Shares. The Offer and the Net Offer shall constitute 13.50% and 12.83%, respectively of the post-Offer paid-up Equity

Share capital of our Company.

“Subject to finalisation of the Basis of Allotment

The Offer is being made through the Book Building Process.

 

 

Allotment or
allocation*?)

allocation to QIB Bidders
and RIBs

Particulars ABCL Shareholders Qips® Non-Institutional Bidders RIBs
Reservation Portion
Number of | 1,944,000* Equity Shares | Not more than 18,468,000* Not less than 5,540,400*| Not less than 12,927,600*
Equity Shares Equity Shares Equity Shares available for| Equity Shares available for
available for allocation or Net Offer less| allocation or Net Offer less

allocation to QIB Bidders
and Non-Institutional
Bidders

 

Percentage of |The
Offer size | Reservation

Allotment or | the Offer
allocation

ABCL Shareholders

Portion

available for | constituted 5% of the size of

Not more than 50% of the
Net Offer was made
available for allocation to
QIB Bidders. However, 5%
of the Net QIB Portion was
made available for allocation
proportionately to Mutual
Funds only. Mutual Funds
participating in the Mutual
Fund Portion were also
eligible for allocation in the
remaining QIB Portion. The
unsubscribed portion in the
Mutual Fund Portion was
added to the Net QIB Portion

Not less than 15% of the Net
Offer or the Net Offer less
allocation to QIB Bidders
and RIBs

Not less than 35% of the Net
Offer or the Net Offer less
allocation to QIB Bidders
and Non-Institutional
Bidders

 

oversubscribed*

 

 

Basis of | Proportionate**
Allotment if

respective

category is

 

Proportionate as follows
(excluding the Anchor
Investor Portion):

(a) 369,360" Equity
Shares were made
available for
allocation on a
proportionate
basis to Mutual
Funds only; and

(b) 7,017,840* Equity
Shares were made
available for
allocation on a
proportionate
basis to all QIBs,
including Mutual
Funds receiving
allocation as per
(a) above.

11,080,800* Equity Shares
i.e. 60% of the QIB Portion
(of 18,468,000 Equity
Shares) have been allocated
on a discretionary basis to
Anchor Investors of which
one-third were made
available for allocation to
Mutual Funds only, subject
to valid Bid having been
received from Mutual Funds

 

Proportionate

 

Proportionate, subject to
minimum bid lot. The
allotment to each RIBs shall
not be less than the
minimum Bid Lot, subject to
availability of Equity Shares
in the Retail Portion and the
remaining available Equity
Shares if any, shall be
available to be allotted on a
proportionate basis.

 

 

323
 

 

 

Particulars ABCL Shareholders QIBs®) Non-Institutional Bidders RIBs
Reservation Portion
at or above the Anchor
Investor Allocation Price.
Mode of Bid ASBA only (including the|ASBA only (excluding the| ASBA only (excluding the] ASBA only (including the

UPI Mechanism for ABCL
Shareholders Bidding under
the ABCL Shareholders
Reservation Portion (subject
to the Bid Amount being up
to 200,000 under the UPI
Mechanism)

UPI Mechanism) except for
Anchor Investors

UPI Mechanism)

UPI Mechanism)

 

Minimum Bid

20 Equity Shares

Such number of Equity
Shares in multiples of 20
Equity Shares such that the

Such number of Equity
Shares in multiples of 20
Equity Shares such that the

20 Equity Shares

 

Bid Amount — exceeds|Bid Amount exceeds
200,000 %200,000
Maximum Bid [Such number of Equity/Such number of Equity/Such number of Equity/Such number of Equity

Shares and in multiples of 20
Equity Shares such that the
Bid Amount does not exceed
the ABCL Shareholder
Reservation Portion

Shares in multiples of 20
Equity Shares not exceeding
the size of the Net Offer,
subject to limits applicable
to each Bidder

Shares in multiples of 20
Equity Shares not exceeding
the size of the Net Offer
(excluding the QIB Portion),
subject to limits applicable
to Bidder

Shares in multiples of 20
Equity Shares so that the Bid
Amount does not exceed
200,000

 

 

Mode of ‘Compulsorily in dematerialised form
Allotment
Bid Lot 20 Equity Shares and in multiples of 20 Equity Shares thereafter

 

Allotment Lot

‘A minimum of 20 Equity Shares and in

multiples of one Equity Share

thereafter

 

Trading Lot

One Equi

ity Share

 

Who can apply

Individuals and HUFs who

are the public equity
shareholders of ABCL,
(excluding such __ other

persons not eligible under
applicable laws, _rules,
regulations and guidelines
and depository _ receipt
holders of ABCL) as on the
date of the Red Herring
Prospectus.

 

Public financial institutions
as specified in Section 2(72)
of the Companies Act 2013,

scheduled commercial
banks, multilateral and
bilateral development

financial institutions, mutual
funds registered with SEBI,
FPIs other than individuals,
corporate bodies and family
offices, VCFs, AIFs, FVCIs,
registered with SEBI, state

industrial development
corporation, insurance
company registered with

IRDAI, provident fund with
minimum corpus of 2250
million, pension fund with
minimum corpus of 2250
million, National Investment
Fund set up by the
Government of — India,
insurance funds set up and
managed by army, navy or
air force of the Union of
India, insurance funds set up
and managed by the
Department of Posts, India
and Systemically Important
NBFCs

Resident Indian individuals,
Eligible NRIs, HUFs (in the
name of Karta), companies,
corporate bodies, scientific
institutions, societies, family
offices, trusts, FPIs who are
individuals, corporate bodies
and family offices.

 

Resident Indian individuals,
HUFs (in the name of Karta)
and Eligible NRIs applying
for Equity Shares such that
the Bid amount does not
exceed %2,00,000 in value.

 

 

Terms
Payment

of

 

 

In case of Anchor Investors: Full Bid Amount was payable by the Anchor Investors at the time of submission of their

Bids

In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank account of the ASBA Bidder, or
by the Sponsor Bank through the UPI Mechanism, that is specified in the ASBA Form at the time of submission of the

ASBA Form

 

 

*Subject to finalisation of the Basis of Allotment.
** Any unsubscribed portion remaining in the ABCL Shareholder Reservation Portion was added to the Net Offer. Further, subject to valid
bids having been received at or above the Offer Price, under-subscription, if any, in any category, except the QIB Category, was allowed
to be met with spill-over from any other category or categories, as applicable, at the discretion of our Company and the Selling
Shareholders in consultation with the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers
and the Designated Stock Exchange, subject to applicable laws. Bidders bidding in the ABCL Shareholders Reservation Portion were

324
also allowed to Bid under the Net Offer and such Bids were not be treated as multiple Bids subject to applicable limits. To clarify, a
ABCL Shareholder Bidding in the ABCL Shareholders Reservation Portion above %200,000 was allowed to Bid in the Net Offer for
200,000, otherwise such Bids were treated as multiple Bids and both the Bids were cancelled. If ABCL Shareholder was Bidding in the
ABCL Shareholders Reservation Portion up to 200,000, application by such ABCL Shareholder in Retail Portion or Non-Institutional
Portion, were not treated as multiple Bids. Therefore, ABCL Shareholders bidding in the ABCL Shareholders Reservation Portion (subject
to the Bid Amount being up to 200,000) were also allowed to Bid under the Net Offer and such Bids were not treated as multiple Bids.

(1) Our Company and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers and the

Book Running Lead Managers allocated 60% of the QIB Portion to Anchor Investors at the Anchor Investor Offer Price, on a

discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is

2100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more

than %100 million but 2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of 250 million per Anchor

Investor, and (iii) in case of allocation above %2,500 million under the Anchor Investor Portion, a minimum of five such investors and a

maximum of 15 Anchor Investors for allocation of 2,500 million, and an additional 10 Anchor Investors for every additional %2,500

million or part thereof will be permitted, subject to minimum allotment of %50 million per Anchor Investor. An Anchor Investor was

required to make a minimum Bid of such number of Equity Shares, that the Bid Amount was at least %100 million. One-third of the

Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids having been received at or above the price at

which allocation is made to Anchor Investors.

Subject to valid Bids having been received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR and

Regulation 6(1) of the SEBI ICDR Regulations.

(3) Anchor Investors were not permitted to use the ASBA process.

(4) Incase of joint Bids, the Bid cum Application Form contained only the name of the first Bidder whose name appeared as the first holder
of the beneficiary account held in joint names. The signature of only such first Bidder was required in the Bid cum Application Form
and such first Bidder was deemed to have signed on behalf of the joint holders.

(5) Full Bid Amount was payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that
any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price was payable by the Anchor Investor
Pay-In Date as indicated in the CAN.

@

Bidders were required to confirm and had been deemed to have represented to our Company, the Selling Shareholders, the
Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable
law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

Any unsubscribed portion remaining in the ABCL Shareholder Reservation Portion was added to the Net Offer. Further, subject
to valid Bids having been received at or above the Offer Price, under subscription, if any, in any category except the QIB
Portion, would be met with spill-over from the other categories or a combination of categories at the discretion of our Company
and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers, and the Designated Stock Exchange.

325
OFFER PROCEDURE

All Bidders should read the General Information Document which highlights the key rules, processes and procedures applicable
to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR
Regulations which is part of the abridged prospectus accompanying the Bid cum Application Form. The General Information
Document is available on the websites of the Stock Exchanges, Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers. Please refer to the relevant provisions of the General Information Document which are
applicable to the Offer especially in relation to the process for Bids by RIBs and ABCL Shareholders under the ABCL
Shareholders Reservation Portion (subject to the Bid Amount being up to €200,000) Bidding through the UPI Mechanism. The
investors should note that the details and process provided in the General Information Document should be read along with
this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note (“CAN”) and Allotment in the Issue; (vi)
general instructions (limited to instructions for completing the Bid cum Application Form); (vii) designated date; (viii) disposal
of applications; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable provisions of
Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of
delay in Allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the
UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing process and
existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIBs through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later
(‘UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020 extended the timeline for implementation of UPI Phase II till further notice. The final reduced timeline will be made
effective using the UPI Mechanism for applications by RIBs (“UPI Phase III”), as may be prescribed by SEBI. The Offer will
be undertaken pursuant to the processes and procedures under UPI Phase II, subject to any circulars, clarification or
notification issued by the SEBI from time to time. Further, SEBI vide its circular _ no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has introduced certain additional measures for streamlining the
process of initial public offers and redressing investor grievances. This circular shall come into force for initial public offers
opening on/or after May 1, 2021 except as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated
June 2, 2021, as amended, and the provisions of this circular are deemed to form part of this Prospectus.

Our Company, the Selling Shareholders, the Global Coordinators and Book Running Lead Managers and the Book Running
Lead Managers do not accept any responsibility for the completeness and accuracy of the information stated in this section and
the General Information Document, and are not liable for any amendment, modification or change in the applicable law which
may occur after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that their
Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the
Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus, and this Prospectus.

Further, our Company, the Selling Shareholders and the members of the Syndicate are not liable for any adverse occurrences
consequent to the implementation of the UPI Mechanism for application in the Offer.

Book Building Procedure

The Offer has been made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance with
Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer was allocated on a proportionate
basis to QIBs. Our Company and the Selling Shareholders shall, in consultation with the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers, allocated 60% of the QIB Portion to Anchor Investors at the Anchor
Investor Allocation Price, on a discretionary basis in accordance with the SEBI ICDR Regulations, out of which one-third was
made available for allocation to domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price. Further, 5% of the Net QIB Portion was made available for allocation
on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion was made available for allocation on
a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been
received at or above the Offer Price. Further, not less than 15% of the Net Offer was made available for allocation to Non-
Institutional Bidders and not less than 35% of the Net Offer was made available for allocation to RIBs in accordance with SEBI
ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. Further, 1,944,000* Equity Shares,

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aggregating to 71,384.13 million was made available for allocation on a proportionate basis only to ABCL Shareholders Bidding
in the ABCL Shareholders Reservation Portion, subject to valid Bids having been received at or above the Offer Price.
*Subject to finalisation of the Basis of Allotment

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms, which do not have the details of the Bidders’ depository account, including DP ID, Client
ID, UPI ID (in case of RIBs and ABCL Shareholders Bidding under the ABCL Shareholders Reservation Portion
(subject to the Bid Amount being up to ¥200,000) using the UPI Mechanism) and PAN, shall be treated as incomplete
and are liable to be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However,
they may get the Equity Shares rematerialised subsequent to Allotment of the Equity Shares in the Offer, subject to
applicable laws.

Phased implementation of unified payments interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares. Pursuant to
the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through Designated
Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to
three Working Days. Considering the time required for making necessary changes to the systems and to ensure complete and
smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the
following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this
phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for the
purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or
floating of five main board public issues, whichever is later. SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133
dated November 8, 2019 has decided to extend the timeline for implementation of UPI Phase II until March 31, 2020.
Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/S0 dated March 30, 2020 extended the timeline for
implementation of UPI Phase II till further notice. Under this phase, submission of the ASBA Form by RIBs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI Mechanism.
However, the time duration from public issue closure to listing continues to be six Working Days during this phase.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from public issue closure
to listing would be reduced to three Working Days.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the Global
Coordinators and Book Running Lead Managers and the Book Running Lead Managers.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus were made available
with the Designated Intermediaries at the relevant Bidding Centres, and at our Registered and Corporate Office. An electronic
copy of the Bid cum Application Form was also made available for download on the websites of NSE (www.nseindia.com) and
BSE (www.bseindia.com) at least one day prior to the Bid / Offer Opening Date.

Copies of the Anchor Investor Application Form were made available at the offices of the Global Coordinators and Book
Running Lead Managers and the Book Running Lead Managers.

All Bidders (other than Anchor Investors) were required to mandatorily participate in the Offer only through the ASBA process.
Anchor Investors were not permitted to participate in the Offer through the ASBA process. The RIBs and ABCL Shareholders
Bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000) could
additionally Bid through the UPI Mechanism.

ASBA Bidders (not using the UPI Mechanism) were required to provide bank account details and authorisation to block funds
in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that do not contain
such details are liable to be rejected.

All ASBA Bidders were required to provide either, (i) bank account details and authorizations to block funds in the ASBA
Form; or (ii) the UPI ID (in case of RIBs), as applicable, in the relevant space provided in the ASBA Form and the ASBA
Forms that did not contain such details will be rejected. Applications made by the RIBs using third party bank account or using
third party linked bank account UPI ID are liable to be rejected.

RIBs and ABCL Shareholders under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
%200,000) Bidding using the UPI Mechanism were required to provide the valid UPI ID in the relevant space provided in the

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Bid cum Application Form and the Bid cum Application Forms that did not contain the UPI ID are liable to be rejected.

ASBA Bidders were required to ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not
bearing such specified stamp are liable to be rejected. RIBs and ABCL Shareholders bidding under the ABCL Shareholders
Reservation Portion (subject to the Bid Amount being up to 200,000) using UPI Mechanism, submitted their ASBA Forms,
including details of their UPI IDs, with the Syndicate, sub-Syndicate members, Registered Brokers, RTAs or CDPs. RIBs
authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs. ASBA.
Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount
can be blocked by the SCSB or the Sponsor Bank, as applicable at the time of submitting the Bid. In order to ensure timely
information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked/
unblocked.

Anchor Investors were not permitted to participate in the Issue through the ASBA process. For Anchor Investors, the Anchor
Investor Application was made available with the Managers.

The prescribed colour of the Bid cum Application Form for the various categories was as follows:

 

Category Colour of Bid cum

Application Form”

Resident Indians, including QIBs, Non-institutional Investors and Retail Individual Investors, each resident in India White

and Eligible NRIs applying on a non-repatriation basis

Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts which are foreign corporates or Blue

foreign individuals under the QIB Portion), FPIs or FVCIs registered multilateral and bilateral development financial

institutions applying on a repatriation basis

Anchor Investors White

‘ABCL Shareholders applying in the ABCL Shareholders Reservation Portion Green

* Excluding electronic Bid cum Application Form

** Bid cum Application Forms for Anchor Investors were also made available at the office of the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers.

Electronic Bid cum Application forms were made available for download on the website of NSE (www.nseindia.com) and BSE

(www.bseindia.com).

 

 

 

 

 

 

 

 

The Designated Intermediaries (other than SCSBs) were required to submit/deliver the Bid cum Application Form to the
respective SCSB, where the Bidder has a bank account and were restricted from submitting it to any non-SCSB bank or any
Escrow Bank. Further, SCSBs were required to upload the relevant Bid details (including UPI ID in case of ASBA Forms under
the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. Stock Exchanges validated the electronic bids
with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and brought inconsistencies to the notice of the
relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock
Exchanges were allowed modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details
already uploaded.

For RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being
up to %200,000) using UPI mechanism, the Stock Exchanges were required to share the bid details (including UPI ID) with
Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIBs and ABCL
Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000) for
blocking of funds. The Sponsor Bank was required to initiate request for blocking of funds through NPCI to RIBs, who accepted
the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank
account. The NPCI was required to maintain an audit trail for every bid entered in the Stock Exchanges bidding platform, and
the liability to compensate RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject
to the Bid Amount being up to 200,000) (using the UPI Mechanism) in case of failed transactions was required to be with the
concerned entity (i.e. the Sponsor Bank, NPCI or the Bankers to the Offer) at whose end the lifecycle of the transaction came
to a halt. The NPCI was required to share the audit trail of all disputed transactions/ investor complaints to the Sponsor Banks
and the Bankers to the Offer. The Global Coordinators and Book Running Lead Managers and the Book Running Lead
Managers were also required to obtain the audit trail from the Sponsor Banks and the Bankers to the Offer for analysing the
same and fixing liability.

Participation by Promoters, Promoter Group, the Global Coordinators and Book Running Lead Managers, the Book
Running Lead Managers, the Syndicate Members and persons related to Promoters/Promoter Group/the Global
Coordinators and Book Running Lead Managers/the Book Running Lead Managers

The Global Coordinators and Book Running Lead Managers, the Book Running Lead Managers and the Syndicate Members
were not allowed to purchase Equity Shares in this Offer in any manner, except towards fulfilling their underwriting obligations.
However, the associates and affiliates of the Global Coordinators and Book Running Lead Managers, the Book Running Lead
Managers and the Syndicate Members were allowed to Bid for Equity Shares in the Offer, either in the QIB Portion or in the
Non-lInstitutional Portion as was applicable to such Bidders, where the allocation was on a proportionate basis, and such
subscription was allowed to be on their own account or on behalf of their clients. All categories of investors, including associates
or affiliates of the Global Coordinators and Book Running Lead Managers, the Book Running Lead Managers and Syndicate
Members, were required to be treated equally for the purpose of allocation to be made on a proportionate basis.

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Except as stated below, neither the Global Coordinators and Book Running Lead Managers/Book Running Lead Managers nor
any associate of the Global Coordinators and Book Running Lead Managers/Book Running Lead Managers were permitted to
apply in the Offer under the Anchor Investor Portion:

@ mutual funds sponsored by entities which are associate of the Global Coordinators and Book Running Lead Managers/
Book Running Lead Managers;

(ii) insurance companies promoted by entities which are associate of the Global Coordinators and Book Running Lead
Managers/ Book Running Lead Managers;

(iii) AIFs sponsored by the entities which are associate of the Global Coordinators and Book Running Lead Managers/
Book Running Lead Managers; or

(iv) FPIs sponsored by the entities which are associate of the Global Coordinators and Book Running Lead Managers/
Book Running Lead Managers.

Further, the Promoters and members of the Promoter Group were not allowed to participate by applying for Equity Shares in
the Offer. Further, persons related to the Promoters and Promoter Group were not allowed to apply in the Offer under the
Anchor Investor Portion. However, a qualified institutional buyer who had any of the following rights in relation to our
Company were deemed to be a person related to the Promoters or Promoter Group of our Company:

@ rights under a shareholders agreement or voting agreement entered into with the Promoters or Promoter Group of our
Company;

(ii) veto rights; or

(iii) right to appoint any nominee director on our Board.

Further, an Anchor Investor were deemed to be an “associate of the Global Coordinators and Book Running Lead Managers or
the Book Running Lead Managers ” if:

@ either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the
voting rights in the other; or

(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other;
or
(iii) there is a common director, excluding nominee director, amongst the Anchor Investors, the Global Coordinators and

Book Running Lead Managers and the Book Running Lead Managers.
Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was required to be lodged along
with the Bid cum Application Form. Failing this, our Company and the Selling Shareholders, in consultation with the Global
Coordinators and Book Running Lead Managers and the Book Running Lead Managers, reserved the right to reject any Bid
without assigning any reason thereof, subject to applicable law.

Bids made by asset management companies or custodians of Mutual Funds were required to specifically state names of the
concerned schemes for which such Bids were made.

In case of a Mutual Fund, a separate Bid was allowed to be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Bids in respect of more than one scheme of the Mutual Fund were not treated as multiple Bids provided that the
Bids clearly indicated the scheme concerned for which such Bid was made.

No Mutual Fund scheme could invest more than 10% of its NAV in equity shares or equity-related instruments of any single
company, provided that the limit of 10% was not applicable for investments in case of index funds or sector or industry specific
schemes. No Mutual Fund under all its schemes can own more than 10% of any company’s paid-up share capital carrying
voting rights.

The Schemes of Aditya Birla Sun Life Mutual Fund did not apply for Equity Shares in this Offer.

Bids by sponsors of a Mutual Fund, its associate or group company including the asset management company of the
mutual fund

In terms of the SEBI Mutual Fund Regulations, no sponsor of a mutual fund, its associate or group company including the asset
management company of the mutual fund, through the schemes of the mutual fund or otherwise, individually or collectively,
directly or indirectly, can have (a) 10% or more of the shareholding or voting rights in the asset management company or the
trustee company of any other mutual fund; or (b) representation on the board of directors of the asset management company or
the trustee company of any other mutual fund.

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Accordingly, no person who is a sponsor of any other mutual fund in India its associate or group company, or the asset
management company and/or a scheme of such mutual fund, could make Bids for such number of Equity Shares which could
result such person(s), individually or collectively, directly or indirectly, holding 10% or more of the shareholding or voting
rights in our Company.

Bids by a shareholder holding 10% or more of the shareholding or voting rights in an asset management company (not
being our Company) or the trustee company of a mutual fund (not being Aditya Birla Sun Life Mutual Fund)

In terms of the SEBI Mutual Fund Regulations, any shareholder holding 10% or more of the shareholding or voting rights in
an asset management company or the trustee company of a mutual fund cannot have, directly or indirectly, (a) 10% or more of
the shareholding or voting rights in the asset management company or the trustee company of any other mutual fund; or (b)
representation on the board of directors of the asset management company or the trustee company of any other mutual fund.

Accordingly, no person holding 10% or more of the shareholding or voting rights in an asset management company or the
trustee company of any other mutual fund in India, could make Bids for such number of Equity Shares which could result such
person, directly or indirectly, holding 10% or more of the shareholding or voting rights in our Company

Bids by Eligible NRIs

Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents (White in
colour). Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form meant for Non-
Residents (Blue in colour).

Eligible NRIs were required to obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange were considered for Allotment. Eligible NRI
Bidders bidding on a repatriation basis by using the Non-Resident Forms were required to authorise their respective SCSB to
block their Non- Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible
NRI Bidders bidding on a non-repatriation basis by using Resident Forms were required to authorise their respective SCSB to
block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum
Application Form. Eligible NRIs who applied on a non-repatriation basis in the Offer through the UPI Mechanism were advised
to enquire with their relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form.

For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on
page 342.

Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules.
Bids by HUFs

Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/applicant was required to specify that the
Bid was being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of
sole or first Bidder/applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ was the name of the Karta”.
Bids/Applications by HUFs could be considered at par with Bids/Applications from individuals.

Bids by FPIs

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same
set of ultimate beneficial owner(s) investing through multiple entities) was required to be below 10% of our total paid-up Equity
Share capital on a fully diluted basis. Further, in terms of the FEMA Rules, the total holding by each FPI was required to be
less than 10% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs put together shall not
exceed 24% of the paid-up Equity Share capital of our Company.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations was
required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without
assigning any reason. FPIs who wish to participate in the Offer were advised to use the Bid cum Application Form for Non-
Residents (Blue in colour).

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted basis or
10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued that may be issued
by our Company, the total investment made by the FPI will be re-classified as FDI subject to the conditions as specified by
SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting
requirements.

As specified in 4.1.4.2 (b)(i) and 4.1.4.2 (c)(iv) of the General Information Document, it is hereby clarified that bids received
from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that
utilize the multiple investment manager structure in accordance with the Operational Guidelines for Foreign Portfolio Investors
and Designated Depository Participants issued to facilitate implementation of SEBI FPI Regulations (“MIM Structure”),
provided such Bids have been made with different beneficiary account numbers, Client [Ds and DP IDs. Accordingly, it should

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be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be
rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account
numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms
that the relevant FPIs making multiple Bids utilize the MIM Structure and indicate the name of their respective investment
managers in such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids are liable to be
rejected. Further, in the following cases, the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM
Structure and indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative
instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub
funds or separate class of investors with segregated portfolio who obtain separate FPI registration; (iv) FPI registrations granted
at investment strategy level/sub fund level where a collective investment scheme or fund has multiple investment strategies/sub-
funds with identifiable differences and managed by a single investment manager; (v) multiple branches in different jurisdictions
of foreign bank registered as FPIs; (vi) Government and Government related investors registered as Category 1 FPIs; and (vii)
Entities registered as Collective Investment Scheme having multiple share classes.

 
  

With effect from the April 1, 2020, the aggregate limit shall be the sectoral caps applicable to the Indian company as prescribed
in the FEMA Rules with respect to its paid-up equity capital on a fully diluted basis. While the aggregate limit as provided
above could have been decreased by the concerned Indian companies to a lower threshold limit of 24% or 49% or 74% as
deemed fit, with the approval of its board of directors and its shareholders through a resolution and a special resolution,
respectively before March 31, 2020, our Company has not decreased such limit and accordingly the applicable limit with respect
to our Company is 100%.

FPIs were permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified
by the Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 210f
the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under
the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held
by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only
by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for
registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’
norms; and (iv) such other conditions as may be specified by SEBI from time to time.

An FPI issuing offshore derivative instruments was also required to ensure that any transfer of offshore derivative instruments
issued by or on its behalf, is carried out subject to inter alia the following conditions:

(a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 22(1) of the SEBI
FPI Regulations; and

(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre-approved by the FPI.

Participation of FPIs in the Offer shall be subject to the FEMA Rules.
Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, eligible
FPIs, AIFs, Mutual Funds, insurance companies, insurance finds set up by the army, navy or air force of India, insurance funds
set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of %250
million and pension funds with a minimum corpus of 2250 million (in each case, subject to applicable law and in accordance
with their respective constitutional documents), a certified copy of the power of attorney or the relevant resolution or authority,
as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws,
as applicable were required to be lodged along with the Bid cum Application Form. Failing this, our Company and Selling
Shareholders reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reasons
thereof.

Our Company and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers
and the Book Running Lead Managers in their absolute discretion, reserve the right to relax the above condition of simultaneous
lodging of the power of attorney along with the Bid cum Application Form.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on VCFs and FVCIs registered with SEBI. Further,
the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Accordingly, the holding in any
company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF or FVCI.
Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various prescribed instruments, including in
public offerings.

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Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee company. A category
III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a Category I AIF,
as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of subscription to an
initial public offering of a venture capital undertaking. Pursuant to the repeal of the SEBI VCF Regulations, the VCFs which
have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations
until the existing fund or scheme managed by the fund is wound up and such fund shall not launch any new scheme after the
notification of the SEBI AIF Regulations. Our Company, the Selling Shareholders, the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers will not be responsible for loss, if any, incurred by the Bidder on account
of conversion of foreign currency.

Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA Rules.

All non-resident investors were required to note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, was payable in Indian Rupees only and net of bank charges and commission.

Bids by Limited Liability Partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, was required to be attached to the
Bid cum Application Form. Failing this, our Company and the Selling Shareholders in consultation with the Global
Coordinators and Book Running Lead Managers and the Book Running Lead Managers reserve the right to reject any Bid
without assigning any reason thereof.

Bids by Banking Companies

In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of registration issued
by the RBI, and (ii) the approval of such banking company’s investment committee were required to be attached to the Bid cum
Application Form. Failing this, our Company and the Selling Shareholders, in consultation with the Global Coordinators and
Book Running Lead Managers and the Book Running Lead Managers, reserve the right to reject any Bid without assigning any
reason thereof, subject to applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as
amended, (the “Banking Regulation Act”), and the Master Directions - Reserve Bank of India (Financial Services provided
by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary
engaged in non-financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. Further,
the aggregate investment by a banking company in subsidiaries and other entities engaged in financial services company cannot
exceed 20% of the investee company’s paid up share capital and reserves. However, a banking company would be permitted to
invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee company if (i) the investee company
is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking Regulation Act, or (ii) the
additional acquisition is through restructuring of debt/corporate debt restructuring/strategic debt restructuring, or to protect the
bank’s interest on loans/investments made to a company. The bank is required to submit a time-bound action plan for disposal
of such shares within a specified period to the RBI. A banking company would require a prior approval of the RBI to make (i)
investment in excess of 30% of the paid-up share capital of the investee company, (ii) investment in a subsidiary and a financial
services company that is not a subsidiary (with certain exceptions prescribed), and (iii) investment in a non-financial services
company in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank of
India (Financial Services provided by Banks) Directions, 2016, as amended.

Bids by SCSBs

SCSBs participating in the Offer were required to comply with the terms of the circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively, issued by
SEBI. Such SCSBs were required to ensure that for making applications on their own account using ASBA, they were required
to have a separate account in their own name with any other SEBI registered SCSBs. Further, such account was to be used
solely for the purpose of making application in public issues and clear demarcated funds should be available in such account
for such applications.

Bids by Insurance Companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by
IRDAI was required to be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders
in consultation with the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers reserve
the right to reject any Bid without assigning any reason thereof, subject to applicable law.

The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, as amended (“IRDAI Investment Regulations”), based on investments in the equity shares
of a company, the entire group of the investee company and the industry sector in which the investee company operates.
Insurance companies participating in the Offer are advised to refer to the IRDAI Investment Regulations for specific investment

332
limits applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time
to time.

Bids by Provident Funds/Pension Funds

In case of Bids made by provident funds/pension funds with minimum corpus of %250 million, subject to applicable law, a
certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund was required
to be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders in consultation with
the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers reserve the right to reject
any Bid, without assigning any reason thereof.

Bids by ABCL Shareholders
Bids under the ABCL Shareholders Reservation Portion were required to be subject to the following:
1. Made only in the prescribed Bid cum Application Form or Revision Form (i.e. Green colour form).

2. Only ABCL Shareholders (i.e. individuals and HUFs who are public equity shareholders of ABCL (excluding depository
receipt holders and such other persons not eligible to invest in the Offer under applicable laws, rules, regulations and
guidelines) as at the date of the Red Herring Prospectus) were eligible to apply in this Offer under the ABCL Shareholders
Reservation Portion.

3. The sole/ First Bidder was required to be the ABCL Shareholder.
4. Only those Bids, which are received at or above the Offer Price, would be considered for allocation under this category.
5. The Bids must be for a minimum of 20 Equity Shares and in multiples of 20 Equity Shares thereafter.

6. Bids by ABCL Shareholders in ABCL Shareholders Reservation Portion and in the Net Offer portion were not treated as
multiple Bids subject to applicable limits. To clarify, an ABCL Shareholder bidding in the ABCL Shareholders Reservation
Portion above %200,000 could Bid in the Net Offer for 200,000, otherwise such Bids were treated as multiple Bids and
both the Bids were cancelled. If an ABCL Shareholder was Bidding in the ABCL Shareholders Reservation Portion up to
%200,000, application by such ABCL Shareholder in Retail Portion or Non-Institutional Portion, were treated as multiple
Bids. Therefore, ABCL Shareholders bidding in the ABCL Shareholders Reservation Portion (subject to the Bid Amount
being up to 200,000) could also Bid under the Net Offer and such Bids were treated as multiple Bids.

7. If the aggregate demand in this category is less than or equal to 1,944,000 Equity Shares at or above the Offer Price, full
allocation shall be made to the ABCL Shareholders to the extent of their demand.

8. Any unsubscribed portion remaining in the ABCL Shareholder Reservation Portion was added to the Net Offer. Further,
subject to valid bids having been received at or above the Offer Price, under-subscription, if any, in any category, except in
the QIB Portion, would be allowed to be met with spill over from any other category or a combination of categories at the
discretion of our Company in consultation with the Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers and the Designated Stock Exchange.

9. If the aggregate demand in the ABCL Shareholder Reservation Portion is greater than 1,944,000 Equity Shares at or above
the Offer Price, the allocation shall be made on a proportionate basis.

10. ABCL Shareholders Bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
%200,000) were entitled to Bid at the Cut-off Price.

11. ABCL Shareholders under the ABCL Shareholders Reservation Portion were permitted to Bid through the UPI Mechanism,
provided the Bid Amount does not exceed %200,000.

ABCL Shareholders were required to have a valid PAN and their PAN was required be updated with the register of shareholders
maintained with ABCL. Further, ABCL Shareholders were required to have a valid demat account number and details, as Equity
Shares could only be Allotted to ABCL Shareholders having a valid demat account.

Grounds for Technical Rejection for ABCL Shareholders:

Multiple Bid cum Application Forms were liable to be rejected in the event (i) an ABCL Shareholder holding multiple demat
accounts made such multiple applications and (ii) an ABCL Shareholder, being first holder of a joint demat account made
multiple applications individually and jointly. In the event applications were made in the ABCL Reservation Portion, Bidders
were required to ensure that they have a valid PAN and the PAN is updated with the register of shareholders maintained with
ABCL. For example, in case there is no PAN updated in the register of shareholders maintained with ABCL or the PAN
mentioned in the application form does not match with the PAN in the register of shareholders maintained with ABCL, the
applications were rejected.

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Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, certified copies of:
(i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis,
(iii) a net worth certificate from its statutory auditor, and (iv) such other approval as may be required by the Systemically
Important Non-Banking Financial Companies, were required to be attached to the Bid cum Application Form. Failing this, our
Company and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers, reserves the right to reject any Bid without assigning any reason thereof, subject to
applicable law. Systemically Important NBFCs participating in the Offer are required to comply with all applicable regulations,
guidelines and circulars issued by RBI from time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.

The information set out above was given for the benefit of the Bidders. Our Company, the Selling Shareholders, the
Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers are not liable for any
amendments or modification or changes to applicable laws or regulations, which may occur after the date of the Red
Herring Prospectus, this Prospectus or which may occur after the Bid/Offer Closing Date. Bidders were advised to make
their independent investigations and ensure that any single Bid from them did not exceed the applicable investment
limits or maximum number of the Equity Shares that could be held by them under applicable law or regulations, or as
specified in the Red Herring Prospectus or as specified in this Prospectus.

General Instructions

Please note that QIBs, Non-Institutional Bidders and ABCL Shareholders bidding under the ABCL Shareholder Reservation
Portion for a Bid Amount more than %200,000 were not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in
terms of quantity of Equity Shares or the Bid Amount) at any stage. RIBs and ABCL Shareholders bidding under the ABCL
Shareholder Reservation Portion (subject to the Bid Amount being up to 200,000) were allowed to revise their Bid(s) during
the Bid/Offer Period and withdraw or lower the size of their Bid(s) until Bid/Offer Closing Date. Anchor Investors were not
allowed to withdraw their Bids after the Anchor Investor Bid/Offer Period.

Do’s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;

2 All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
3. Ensure that you have Bid within the Price Band;
4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

5: Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e. bank
account number or UPI ID, as applicable) in the Bid cum Application Form if you are not an RIB or an ABCL
Shareholder bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
%200,000) bidding using the UPI Mechanism in the Bid cum Application Form and if you are an RIB or an ABCL
Shareholder bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
%200,000) using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45
characters including the handle), in the Bid cum Application Form;

6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the prescribed time.
Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General
Information Document;

@ RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount
being up to 200,000) Bidding in the Offer shall ensure that they use only their own ASBA Account or only their own
bank account linked UPI ID (only for RIBs and ABCL Shareholders bidding under the ABCL Shareholders
Reservation Portion (subject to the Bid Amount being up to %200,000) using the UPI Mechanism) to make an
application in the Offer and not ASBA Account or bank account linked UPI ID of any third party

8. Retail Individual Bidders and ABCL Shareholders not using the UPI Mechanism, should submit their Bid cum
Application Form directly with SCSBs and/or the designated branches of SCSBs;

9. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to the relevant Designated Intermediaries;

334
10.

11.

12.

13.

14.

15,

16.

17.

18.

19.

20.

21.

22.

23.

Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the
first Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is also signed by the ASBA
Account holder;

Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain the name of only the first Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;

Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or acknowledgment
specifying the application number as a proof of having accepted the Bid cum Application Form for all your Bid options
from the concerned Designated Intermediary;

Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;

Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008 issued by SEBI, may be exempt from specifying
their PAN for transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms
of the circular dated July 20, 2006 issued by SEBI, may be exempted from specifying their PAN for transacting in the
securities market, and (iii) persons/entities exempt from holding a PAN under applicable law, all Bidders should
mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials
appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details
received from the respective depositories confirming the exemption granted to the beneficial owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents
of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is
not mentioned are liable to be rejected;

Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;

Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload
of your Bid in the electronic Bidding system of the Stock Exchanges;

Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents
including a copy of the power of attorney, if applicable, are submitted;

Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws;

However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs
utilise the MIM Structure and such Bids have been made with different beneficiary account numbers, Client IDs and
DP IDs.

FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, were
required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment
managers in such confirmation which were required to be submitted along with each of their Bid cum Application
Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids are liable to be rejected;

Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the correct DP
ID, Client ID, UPI ID (for RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion
(subject to the Bid Amount being up to 200,000) bidding through UPI mechanism) and the PAN are mentioned in
their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for RIBs and ABCL
Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
%200,000) bidding through UPI mechanism) and the PAN entered into the online IPO system of the Stock Exchanges
by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for RIBs
and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being
up to 200,000) bidding through UPI mechanism) and PAN available in the Depository database;

In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted
to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the
ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit
ASBA Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in);

Ensure that you have correctly signed the authorisation / undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or the Sponsor Bank, as applicable, via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at
the time of submission of the Bid. In case of RIBs submitting their Bids and participating in the Offer through the UPI

335
24,

25.

26.

27.

28.

29.

30.

31.

32.

33.

34,

Mechanism, ensure that you authorise the UPI Mandate Request, including in case of any revision of Bids, raised by
the Sponsor Bank for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;

Ensure that the Demographic Details are updated, true and correct in all respects;

The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for the
purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;

Bidders (except RIBs and ABCL Shareholders under the ABCL Shareholders Reservation Portion (subject to the Bid
Amount being up to 200,000) Bidding through the UPI Mechanism) should instruct their respective banks to release
the funds blocked in the ASBA account under the ASBA process. In case of RIBs, once the Sponsor Bank issues the
Mandate Request, the RIBs would be required to proceed to authorize the blocking of funds by confirming or accepting
the UPI Mandate Request to authorize the blocking of funds equivalent to application amount and subsequent debit of
funds in case of Allotment, in a timely manner;

RIBs and ABCL Shareholders under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being
up to %200,000) Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by
opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI Mandate Request using
his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a RIB and ABCL Shareholders under
the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000) Bidding through UPI
Mechanism shall be deemed to have verified the attachment containing the application details of the RIB and ABCL
Shareholders under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to ?200,000)
Bidding through UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and
authorized the Sponsor Bank issue a request to block the Bid Amount specified in the Bid cum Application Form in
his/her ASBA Account;

RIBs and ABCL Shareholders under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being
up to %200,000) Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single
account) and of the first Bidder (in case of joint account) in the Bid cum Application Form;

RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount
being up to 200,000) using the UPI Mechanism who have revised their Bids subsequent to making the initial Bid
should also approve the revised UPI Mandate Request generated by the Sponsor Bank to authorize blocking of funds
equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner;

Bidders bidding under the ABCL Shareholders Reservation Portion should ensure that they have a valid PAN and their
PAN is updated with the register of shareholders maintained with ABCL;

Bidders should ensure that their PAN is linked with Aadhaar and that they are in compliance with the notification
dated February 13, 2020, issued by Central Board of Direct Taxes and the subsequent press releases, including press
release dated June 25, 2021;

Bids by Eligible NRIs for a Bid Amount of less than 200,000 would be considered under the Retail Category for the
purposes of allocation and Bids for a Bid Amount exceeding %200,000 would be considered under the Non-Institutional
Category for allocation in the Offer;

RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount
being up to 200,000) using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name
of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. RIBs shall ensure
that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the
SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019; and

Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 12:00 p.m. of the
Working Day immediately after the Bid/ Offer Closing Date.

The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which was not mentioned in the
Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 was liable to be rejected.

Don'ts:

1.

2

Do not Bid for lower than the minimum Bid Lot;

Do not submit a Bid using UPI ID, if you are not a RIB or if you are an ABCL Shareholder applying for Bid amount
above 200,000;

Do not Bid for a Bid Amount exceeding %200,000 (for Bids by RIBs);

336
10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24,

25.

26.

27.

28.

Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediary;

Do not Bid/ revise the Bid amount to less than the Floor Price or higher than the Cap Price;
Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;

Do not Bid at Cut-off Price (for Bids by QIBs, Non-Institutional Bidders and ABCL Shareholders bidding more than
%200,000);

Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
Do not submit the Bid for an amount more than funds available in your ASBA account;

Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of Bidder;

Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);

Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and / or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations
or maximum amount permissible under the applicable regulations or under the terms of the Red Herring Prospectus;

Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;

In case of ASBA Bidders (other than RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation
Portion (subject to the Bid Amount being up to %200,000) using UPI mechanism), do not submit more than one Bid
cum Application Form per ASBA Account;

Do not make the Bid cum Application Form using third party bank account or using third party linked bank account
UPI ID;

Anchor Investors should not bid through the ASBA process;
Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;

Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;

Do not submit the GIR number instead of the PAN;

Anchor Investors should submit Anchor Investor Application Form only to the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers;

Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid / Offer Closing Date;

Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount)
at any stage, if you are a QIB or a Non-Institutional Bidder or an ABCL Shareholders bidding under the ABCL
Shareholder Reservation Portion for a Bid Amount more than 200,000;

Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are
RIB or an ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount
being up to 2200,000) and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;

Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;

Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a RIB or an ABCL
Shareholders bidding under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to
%200,000) Bidding through the UPI Mechanism. Further, do not provide details for a beneficiary account which is
suspended or for which details cannot be verified to the Registrar to the Offer;

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29.

30.

31.

32.

33.

Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA account;

Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion
(subject to the Bid Amount being up to 200,000) using the UPI Mechanism;

Do not Bid if you are an OCB;

RIBs and ABCL Shareholders under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being
up to 200,000) Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an
SCSB or a banks which is not mentioned in the list provided in the SEBI website is liable to be rejected; and

Do not submit more than one Bid cum Application Form for each UPI ID in case of RIBs and ABCL Shareholders
under the ABCL Shareholders Reservation Portion (subject to the Bid Amount being up to 200,000) Bidding using
the UPI Mechanism.

For helpline details of the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers
pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see “General Information — Global
Coordinators and Book Running Lead Managers and Book Running Lead Managers” on pages 60-61.

The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, are not complied with.

Grounds for Technical Rejection

In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders were requested to note
that Bids maybe rejected on the following additional technical grounds:

1.

2.

10.

1:

12.

13.

14.

15.

Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
Bids submitted on a plain paper;

Bids submitted by RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject
to the Bid Amount being up to %200,000) using the UPI Mechanism through an SCSBs and/or using a mobile
application or UPI handle, not listed on the website of SEBI;

Bids under the UPI Mechanism submitted by RIBs and ABCL Shareholders bidding under the ABCL Shareholders
Reservation Portion (subject to the Bid Amount being up to 200,000) using third party bank accounts or using a third
party linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor
Bank);

ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;

Bids submitted without the signature of the First Bidder or sole Bidder;

The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;

ASBA Form by the RIBs and ABCL Shareholders bidding under the ABCL Shareholders Reservation Portion (subject
to the Bid Amount being up to 200,000) by using third party bank accounts or using third party linked bank account
UPI IDs;

Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;

GIR number furnished instead of PAN;
Bids by RIBs with Bid Amount of a value of more than 200,000 (net of Retail Discount);

Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;

Bids accompanied by stock invest, money order, postal order or cash; and
Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders and ABCL
Shareholders bidding in ABCL Shareholders Reservation Portion (for Bid Amount of more than 200,000) uploaded

after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs and ABCL Shareholders bidding in ABCL Shareholders
Reservation Portion (for Bid Amount 2200,000) uploaded after 5.00 p.m. on the Bid/ Offer Closing Date, unless extended

338,
by the Stock Exchanges. On the Bid/Offer Closing Date, extension of time may be granted by the Stock Exchanges only
for uploading Bids received from Retail Individual Investors and ABCL Shareholders bidding in the ABCL Shareholders
Reservation Portion (for Bid Amount %200,000), after taking into account the total number of Bids received closure of
timings for acceptance of Bid-cum-Application Forms as stated herein and as informed to the Stock Exchanges.

Further, in case of any pre-issue or post issue related issues regarding share certificates/demat credit/refund orders/unblocking
etc., investors shall reach out the Head - Compliance, Legal and Secretarial, Company Secretary and Compliance officer. For
details of our Company Secretary and Compliance officer, see “General Information” beginning on page 58.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of 7100 per
day for the entire duration of delay exceeding four Working Days from the Bid/Offer Closing Date by the intermediary
responsible for causing such delay in unblocking. The Global Coordinators and Book Running Lead Managers and the Book
Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible
for such delay in unblocking.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the Global Coordinators and Book Running Lead Managers, the
Book Running Lead Managers and the Registrar, shall ensure that the Basis of Allotment is finalised in a fair and proper manner
in accordance with the procedure specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares offered through the Offer through the Red Herring
Prospectus.

The allotment of Equity Shares to applicants other than to the RIBs and Anchor Investors was made on a proportionate basis
within the respective investor categories and the number of securities allotted was rounded off to the nearest integer, subject to
minimum allotment being equal to the minimum application size as determined and disclosed.

The allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability of Equity
Shares in RIB category, and the remaining available shares, if any, were made available for allocation on a proportionate basis.

Payment into Anchor Investor Escrow Accounts

Our Company and the Selling Shareholders, in consultation with the Global Coordinators and Book Running Lead Managers
and the Book Running Lead Managers decided the list of Anchor Investors to whom the CAN was sent, pursuant to which, the
details of the Equity Shares allocated to them in their respective names was notified to such Anchor Investors. For Anchor
Investors, the payment instruments for payment into the Anchor Investor Escrow Account was required to be drawn in favour
of:

(a) In case of resident Anchor Investors: “ABSL AMC — Anchor — R”

(b) In case of Non-Resident Anchor Investors: “ABSL AMC — Anchor — NR”

Anchor Investors were required to note that the escrow mechanism was not prescribed by SEBI and was established as an
arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and the Registrar to
the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Our Company after filing the Red Herring Prospectus with the RoC, published a pre-Offer advertisement, in the form prescribed
under the SEBI ICDR Regulations, in all editions of English national daily newspaper, Financial Express, all editions of Hindi
national daily newspaper, Jansatta and Mumbai editions of the Marathi daily newspaper Navshakti (Marathi being the regional
language of Maharashtra, where our Registered and Corporate Office is located) each with wide circulation.

In the pre-Offer advertisement, we stated the Bid/Offer Opening Date and the Bid/Offer Closing Date. This advertisement,
subject to the provisions of Section 30 of the Companies Act, was in the format prescribed in Part A of Schedule X of the SEBI
ICDR Regulations.

Allotment Advertisement

Our Company, the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers and the

Registrar shall publish an allotment advertisement before commencement of trading, disclosing the date of commencement of
trading in all editions of English national daily newspaper, Financial Express, all editions of Hindi national daily newspaper,

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Jansatta and Mumbai editions of the Marathi daily newspaper Navshakti (Marathi being the regional language of Maharashtra,
where our Registered and Corporate Office is located) each with wide circulation.

The information set out above was given for the benefit of the Bidders/applicants. Our Company, the Selling
Shareholders, the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers are
not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the
date of the Red Herring Prospectus and this Prospectus and which may occur after the date of this Prospectus.
Bidders/applicants were advised to make their independent investigations and ensure that the number of Equity Shares
Bid for did not exceed the prescribed limits under applicable laws or regulations.

Signing of the Underwriting Agreement and Filing with the RoC

(a) Our Company, the Selling Shareholders and the Underwriters have entered into an Underwriting Agreement after the
finalisation of the Offer Price.

(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus is being filed with the RoC in
accordance with applicable law, which is termed as this Prospectus. This Prospectus contains details of the Offer Price,
the Anchor Investor Offer Price, the Offer size, and underwriting arrangements and is complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or

© otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least 21 million or 1% of
the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months
extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such
amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the
fraud involves an amount less than 21 million or one per cent of the turnover of the company, whichever is lower, and does not
involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to
five years or with fine which may extend to %5 million or with both.

Undertakings by our Company

Our Company undertakes the following:

° the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;

. all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed are taken within six Working Days of the Bid/Offer

Closing Date or within such other time period prescribed by SEBI will be taken;

. the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by our Company;

. if Allotment is not made within six Working Days from the Bid/Offer Closing Date or such other prescribed timelines
under applicable laws, the entire subscription amount received will be refunded/unblocked within the time prescribed
under applicable laws. If there is a delay beyond such prescribed time, our Company shall pay interest prescribed
under the Companies Act, the SEBI ICDR Regulations and other applicable laws for the delayed period;

° where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall

be sent to the applicant within time prescribed under applicable laws, giving details of the bank where refunds shall
be credited along with amount and expected date of electronic credit of refund;

340
the Promoter’s contribution, if any, shall be brought in advance before the Bid/Offer Opening Date and the balance, if
any, shall be brought in on a pro rata basis before calls are made on the Allottees, in accordance with the applicable
provisions of the SEBI ICDR Regulations;

that if our Company does not proceed with the Offer after the Bid/Offer Closing Date but prior to Allotment, the reason
thereof shall be given as a public notice within two days of the Bid/Offer Closing Date. The public notice shall be
issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges shall be
informed promptly;

that if the Offer is withdrawn after the Bid/Offer Closing Date, our Company shall be required to file a fresh offer
document with SEBI, in the event a decision is taken to proceed with the Offer subsequently;

that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the
Equity Shares from all the Stock Exchanges where listing is sought has been received

no further issue of the Equity Shares shall be made till the Equity Shares offered through the Red Herring Prospectus
are listed or until the Bid monies are refunded/unblocked in the relevant ASBA Accounts on account of non-listing,
under-subscription, etc.; and

adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders.

Undertakings by the Selling Shareholders

Each Selling Shareholder undertakes, severally and not jointly, in relation to itself and its respective portion of the Offered
Shares that:

its respective portion of the Offered Shares have been held by it for a period of at least one year prior to the date of
filing of the Draft Red Herring Prospectus with SEBI, such period determined in accordance with Regulation 8 of the
SEBI ICDR Regulations;

itis the legal and beneficial owner of the Offered Shares, and that such Offered Shares shall be transferred in the Offer,
free from liens, charges and encumbrances;

it shall deposit the Equity Shares offered by it in the Offer in an escrow account opened with the Share Escrow Agent
prior to the filing of the Red Herring Prospectus with the RoC;

it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the nature
of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;

it shall not have recourse to the proceeds of the Offer for Sale until final approval for trading of the Equity Shares from
the Stock Exchanges has been received.

The statements and undertakings provided above, in relation to the Selling Shareholders, are statements which are specifically
confirmed or undertaken, severally and not jointly, by each Selling Shareholder in relation to itself and its respective portion of
the Offered Shares. All other statements or undertakings or both in this Prospectus in relation to the Selling Shareholders, shall
be statements made by our Company, even if the same relate to the Selling Shareholders.

Utilisation of Net Proceeds

The Selling Shareholders, severally and not jointly, and together with our Company declare that all monies received out of the
Offer shall be credited/transferred to a separate bank account other than the bank account referred to in sub-section (3) of
Section 40 of the Companies Act.

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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Consolidated FDI Policy and FEMA. The government bodies
responsible for granting foreign investment approvals are the concerned ministries or departments of the Government of India
and the RBI.

The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The DPIIT,
issued the FDI Policy by way of circular bearing number DPIIT File Number 5(2)/2020-FDI Policy dated October 15, 2020,
which with effect from October 15, 2020, consolidates and supersedes all previous press notes, press releases and clarifications
on FDI issued by the DPIIT that were in force and effect as on October 15, 2020. The Government proposes to update the
consolidated circular on FDI Policy once every year and therefore, the FDI Policy will be valid until the DPIIT issues an updated
circular. Up to 100% foreign investment under the automatic route is currently permitted in “Other Financial Services”, which
refers to financial services activities regulated by financial sector regulators, including the SEBI, as notified by the Government
of India, subject to conditions specified by the concerned regulator (in our case, the SEBI), if any.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract
the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI
Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI and RBI.

As per the existing policy of the Government, OCBs were not permitted to participate in the Offer.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933,
as amended or any state securities laws in the United States, and unless so registered may not be offered or sold within
the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and applicable state securities laws. Accordingly, such Equity Shares are being offered and
sold (i) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) in the United States to persons
reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act),
pursuant to Section 4(a) of the U.S. Securities Act.

We intend to rely on an exception from the definition of investment company under the U.S. Investment Company Act
of 1940, as amended, in connection with this Offer.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders, the Global
Coordinators and Book Running Lead Managers and the Book Running Lead Managers are not liable for any
amendments or modification or changes in applicable laws or regulations, which have occurred after the date of the
Red Herring Prospectus, and which may occur after the date of this Prospectus. Bidders are advised to make their
independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits
under laws or regulations.

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SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association. Pursuant
to Schedule I of Companies Act and the SEBI ICDR Regulations, the main provisions of the Articles of Association are detailed
below:

“The Articles of Association of the Company comprise two parts, Part A and Part B. Until the listing and commencement of
trading of equity shares of the Company on a recognized stock exchange pursuant to the initial public offering of the equity
shares of the Company (“Offer”), provisions of Part B shall be applicable. However, on and from the date of listing and
commencement of trading of the equity shares of the Company on the stock exchange(s) in India pursuant to the Offer, Part B
shall automatically stand deleted, not have any force and be deemed to be removed from the Articles of Association and the
provisions of the Part A shall come into effect and be in force, without any further corporate or other action by the Company
or its shareholders, unless specified otherwise in these Articles. Further, rights of Aditya Birla Capital Limited (“ABCL”), Sun
Life (India) AMC Investments Inc. (‘‘Sun Life India”) and their Affiliates (to the extent applicable) under Articles 115, 116,
117, 129 and 194 of Part A shall be subject to such rights being approved by the Members of the Company through a Special
Resolution at the first General Meeting of the Company held post listing of Equity Shares on the stock exchanges, in accordance
with applicable law. The defined terms used in this paragraph and not specifically defined to have meaning as provided in
Article 2 below.

This set of Articles of Association has been approved pursuant to the provisions of Section 14 of the Companies Act, 2013 and
by a special resolution passed at the Extraordinary General Meeting of the Aditya Birla Sun Life AMC Limited (the
“Company ”) held on September 8, 2021.

These Articles have been adopted as the Articles of Association of the Company in substitution for and to the exclusion of all
the existing Articles thereof”.

PARTA

Article 1 provides that, “Unless the context otherwise requires, words or expressions contained in these Articles and not
defined herein shall bear the same meaning as in the Act. The regulations contained in Table F in the Schedule to the Act do
not apply to the Company except in so far as the same are repeated, contained or expressly made applicable in these Articles
or by the Act.”

Article 2 provides that:

“2(1). In the interpretation of these Articles, the following expressions shall, unless repugnant to the subject or the context,
have the meanings hereby respectively assigned to them;

b. “ABCL” means Aditya Birla Capital Limited, a public listed company having its principal office at One World Centre,
Tower-1, 18th Floor, Jupiter Mills Compound, 841 S.B. Marg, Elphinstone Road, Mumbai 400 013, India;

c. “Act” means the Companies Act, 2013 or any statutory modification or re-enactment thereof from time to time, together
with the applicable Rules;

d. “Aditya Birla Conglomerate” which represents all entities in which Mr. Kumar Mangalam Birla and his family hold 20%
or more of the equity capital or are beneficial owners of more than 20% of the equity capital including their subsidiaries or
who are licensed to use the house mark “Aditya Birla” (it being understood that at the date of this Agreement these Persons
include, without limitation, ABCL);

e. “Affiliate” of a Person (the first Person) means (i) a Person Controlled by the first Person, (ii) a Person Controlled by the
first Person and one or more Persons, each of which is Controlled by the first Person, (iii) a Person that Controls the first
Person or (iv) a Person that is under common Control with the first Person by another Person; and with respect to ABCL,
shall include the members or constituents of the Aditya Birla Conglomerate;

“Annual General Meeting” has the meaning ascribed to it under Section 96 of the Act;

. “Articles” means these articles of association of the Company, including the amendments made from time to time and
“Article” means an article of these Articles;

. “Auditor” means the statutory auditor of the Company appointed from time to time;

“Authorised Capital” means such capital as is authorised by the Memorandum to be the maximum amount of share capital
of the Company;
“Beneficial Owner” means a Person whose name is recorded as such with a Depository;
. “Board” or “Board of Directors” means the board of directors of the Company, duly constituted, consisting of the
Directors collectively;
Board Meeting” has the meaning ascribed to it under Section 173 of the Act;
. “CEO” means the chief executive officer of the Company;
“CFO” means the chief financial officer of the Company;
“Chairman” means the chairman of the Board and of the Company, as applicable;
“Company” means Aditya Birla Sun Life AMC Limited;

|. “Control” of a Person means: (i) the direct or indirect ownership, beneficially or legally, of voting shares, registered capital
or other interest in that Person, to which arc attached more than 50% of the votes that may be cast to elect the board of
directors or equivalent decision-making body of that Person and such votes are sufficient, if exercised, to elect a majority
of the board of directors or equivalent decision-making body of that Person or (ii) having control, in fact, of that Person;

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and “Controls” and “Controlling” and similar words have corresponding meanings;

r. “Debentures” includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether
constituting a charge on the assets of the company or not;

s. “Depository” means a company formed and registered under the Act and which has been granted a certificate of
registration under sub-section (1A) of Section 12 of the SEBI Act, 1992;

t. “Depositories Act”, means the Depositories Act, 1996, and includes where the context so admits, any re-enactment or
statutory modification thereof, for the time being in force;

u. “Director” means a member of the Board;

v. “Dividend” includes any interim dividend;

w. “Document” includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in
pursuance of the Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic
form;

x. “Extraordinary General Meeting” has the meaning ascribed to it in Section 100 of the Act;

y. “General Meeting” means a meeting of the Shareholders and includes an Annual General Meeting or an Extraordinary
General Meeting;

z. “in writing” and “written” include printing, lithograph and other modes of representing or reproducing words in a visible
form;

aa. “Independent Director” has the meaning ascribed to it in Section 2(47) of the Act;

bb. “Indian Law” means the laws and regulations in force, or the policies or requirements of any government authority, from
time to time in India;

cc. “Manager” has the meaning ascribed to it in Section 2(53) of the Act;

dd. “Managing Director” means a Director, who by virtue of these Articles or an agreement with the Company or a resolution
passed by the Members in its General Meeting, or by its Board of Directors, is entrusted with substantial powers of
management of the affairs of the Company and includes a Director occupying the position of Managing Director, by
whatever name called;

ee. “Meeting” means any meeting of the Board or of the Shareholders (including any meeting of a committee of the Board or
Shareholders) which may be a Board Meeting or a General Meeting as the context may require;

ff. “Members” or “Shareholders” means the duly registered holder or holders, from time to time, of the Shares and includes
the subscribers to the Memorandum and Articles, excluding the Nominee Shareholders;

gg. “Memorandum” means the memorandum of association of the Company as originally framed, or as altered from time to
time, including the amendments made from time to time;

hh. “Nominee Shareholder” means a Person holds Shares in accordance with Section 187 of the Companies Act, 2013;

ii. “Ordinary Resolution” has the meaning ascribed to it in Section 114 of the Act;

jj. “Person” includes any individual, sole proprietorship, partnership, limited liability partnership, unincorporated association,
unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator, other legal
representative, or other entity;

kk. “Preference Shares” means a preference share issued by the Company;

ll. “Promoter Group” means persons identified as promoter group of the Company under the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, from time to time;

mm. “Promoter Shareholders” or “Promoters” mean ABCL and Sun Life India;

nn. “Proxy” means an instrument whereby any person is authorised to vote for a Member at a General Meeting on a poll;

00. “The Register of Members” means the register to be kept pursuant to Section 88 of the Act;

pp. “Registered Office” means the registered office for the time being of the Company;

qq. “Registered Owner” means a Depository whose name is entered as such in the register of Company;

tr. “Rules” means rules issued under the Act, as may be amended;

ss. “SEBI” means the Securities and Exchange Board of India;

tt. “Secretary” or “CS” means the individual appointed to perform the duties that may be performed by a company secretary
under the Act;

uu. “Securities Premium Account” has the meaning ascribed to it in Section 52 of the Act;

vv. “Share” means any voting share of the Company, currently outstanding or which may be issued from time to time, whether
on the exercise of any option, warrant or similar right or otherwise, and includes any voting share of the Company that may
result from any consolidation, reclassification, or re-designation of voting share, and any voting share that may be received
by any Shareholder as a result of an amalgamation, merger, arrangement or other reorganization of or including the
Company;

ww. “Shareholders” means the shareholders of the Company, from time to time;

xx. “Share Capital” means the fully paid-up equity share capital of the Company;

yy. “Special Resolution” has the meaning ascribed to it in Section 114 of the Act;

zz. “Subsidiary” has the meaning ascribed to such term by Section 2(87) of the Act;

aaa. “Sun Life India” means Sun Life (India) AMC Investments Inc., with its registered office at 1 York Street, 31st
Floor, Toronto, Ontario, Canada M5J OB6;

bbb. The “Registrar” means the Registrar of Companies, having jurisdiction in the area in which the Registered Office is,
for the time being, situated;

cce. “Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge,
encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial ownership passes
from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for

value, and any agreement to effect any of the foregoing; and “Transferred”, “Transferring” “Transferor”, “Transferee” and

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similar words have corresponding meanings;
ddd. “Year” means calendar year and “Financial Year” has the meaning ascribed to it in Section 2(41) of the Act.

2(2). A reference in the Articles to any specific provision of the Act shall be deemed to include a reference to any other
applicable provisions of the Act.

2(3). The marginal notes and catch lines hereto shall not affect the construction hereof.

2(4). Wherever in the Act it has been provided that the Company shall have any right or privilege or that the Company is so
authorized by its Articles, then and in that case by virtue of the Article, the Company is hereby specifically authorized,
empowered and entitled to have such right, privilege or authority to carry out such transactions as have been permitted
by the Act without there being any separate Articles in that behalf herein provided.”

Share Capital

Article 3 provides that, “The Authorised Capital is as laid out in Clause V of the Memorandum, payable in the manner as may
be determined by the Board, from time to time, with power to increase, reduce, subdivide or repay the same or divide the same
into several classes, and to attach thereto any rights, conditions, privileges or to consolidate or subdivide or re-organize the
Shares, subject to the provisions of this Act, and to vary such rights as may be determined in accordance with these Articles.”

Article 4 provides that, “Except so far as otherwise provided by the conditions of issue or by these presents, any share capital
raised by the creation of new Shares shall be considered as part of the existing share capital and shall be subject to the provisions
herein contained, with reference to the payments of calls and instalments, forfeiture, lien, surrender, Transfer and transmission,
voting or otherwise.”

Article 5 provides that:

“5.1 Where at any time, it is proposed to increase the subscribed capital of the Company by allotment of further shares,
whether out of unissued share capital or out of increased share capital, then:

(a) such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the
Company, in proportion, as nearly as circumstances admit, to the capital paid up on these shares at that date.

(b) Such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than 7
days (or such number of days as may be prescribed under applicable Indian Law) and not exceeding thirty days from the
date of the offer within which the offer, if not accepted, will be deemed to have been declined.

(c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered
to them in favour of any other person and the notice as aforesaid shall contain a statement of this right; provided that the
Directors may decline, giving reasons for refusal to allot any shares to any person in whose favour any Member may
renounce the shares offered to him.

(d) After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom
such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner which
is not disadvantageous to the Members and the Company;

(e) employees under a scheme of employees’ stock option, subject to Special Resolution passed by the Company and subject
to such conditions as may be prescribed under the Act and other applicable laws; or

(f) any persons, whether or not those persons include the persons referred to above, either for cash or for a consideration
other than cash, if the price of such Shares is determined by the valuation report of a registered valuer, subject to
compliance with the applicable provisions of Chapter III of the Act and any other conditions as may be prescribed, if a
Special Resolution to this effect is passed by the Company in a General Meeting.

5.2 Notwithstanding anything contained in the preceding sub-clause, the further shares aforesaid may be offered to any
persons (whether or not those persons include the persons referred to in the preceding sub-clause), in any manner
whatsoever:

(a) bya Special Resolution; or

(b) where no such Special Resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may
be) in favour of the proposal contained in the Resolution moved in that General Meeting by Members who, being entitled
so do to, vote in person, or where proxies are allowed, by Proxy, exceed the votes, if any cast against the proposal by
Members so entitled and voting and the Central Government is satisfied, on an application made by the Board of
Directors in this behalf, that the proposal is most beneficial to the Company.

5.3. Nothing in sub-clause (b) and (c) of Article 5.1 above, shall be deemed:
(a) To extend the time within which the offer should be accepted; or
(b) To authorize any person to exercise the right of renunciation for a second time, on the ground that the person in whose

favour the renunciation was first made has declined to take the shares comprised in the renunciation.

5.4 Nothing in the Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an
option attached to the debentures issued by the Company:

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(a) To convert such debentures or loans into shares of the Company; or
(b) To subscribe for shares of the Company

Provided that the terms of the issue of such debentures or the terms of such loans include a term providing for such
option and such term:

(a) _ Either has been approved by the Central Government before the issue of debentures or the raising of the loans or is in
conformity with the Rules, if any made by that Government in this behalf; or

(b) In the case of debentures or loans (other than debentures issued to, or loans obtained from the Government or any
institution specified by the Central Government in this behalf), has also been approved by the Special Resolution passed
by the Company in General Meeting before the issue of the loans.”

Article 7 provides that, “Subject to the provisions of the Act as may be applicable from time to time, and the provisions of these
Articles, the Company may reduce in any manner and with, and subject to, any incident authorized and consent required by
law:

(a) its Share Capital;
(b) any capital redemption reserve account;
(co) or any Securities Premium Account.”

Article 8 provides that, “Subject to the provisions of Sections 68 to 70 of the Act and any other applicable provision of the Act
or any other law, Rules and guidelines for the time being in force, and these Articles, the Company may purchase its own Shares
or other specified Securities.”

Article 9 provides that, “Subject to the provisions of Section 61 of the Act, the Company in a General Meeting may, from time
to time, alter its Memorandum for all or any of the following purposes:

(a) To consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

(b) To convert all or any of its fully paid-up Shares into stock, and reconvert that stock into fully paid up Shares of any
denomination;

(c) To sub-divide its Shares or any of them into Shares of smaller amount than is fixed by the Memorandum, so that in the
sub-division, the proportion between the amount paid and the amount, if any unpaid, on each reduced Share shall be the
same as it was in the case of the Share from which the reduced Share is derived; and

(d) To cancel any Shares which at the date of the passing of the resolution, have not been taken or agreed to be taken by any
Persons and diminish the amount of its share capital by the amount of the Shares so cancelled. Cancellation of Shares in
pursuance of this sub-clause shall not be deemed to be a reduction of the capital of the Company within the meaning of
the Act.”

Shares

Article 11 provides that, “Subject to the provisions of the Act and these Articles, the Shares in the capital of the Company shall
be under the control of the Board who may issue, allot or otherwise dispose of the same or any of them to such Persons, in such
proportion and on such terms and conditions and either at a premium or at par or at a discount (subject to compliance with the
provisions of the Act) and at such time as they may from time to time think fit, and with the approval of the Company in a
General Meeting to give to any person or persons the option or right to call for any Shares either at par or premium during such
time and for such consideration as the Board deems fit, and may issue and allot Shares in the capital of the Company on payment
in full or part of any property sold or transferred or for any services rendered by the Company in the conduct of its business and
any Shares which may so be allotted may be issue as fully paid Shares and if so issued, shall be deemed to be fully paid Shares.
Provided that option or right to call of Shares shall not be given to any Person or Persons without the approval of the Company
in the General Meeting.”

Article 12 provides that: “Subject to the provisions of Section 55 and other applicable provisions of the Act, the Company shall
have the power to issue Preference Shares which are liable to be redeemed and the resolution authorising such issue shall
prescribe the manner, terms and conditions of redemption.”

Article 13 provides that, “The Preference Shares shall not confer on the holders thereof the right to vote either in person or by
Proxy at any General Meeting save to the extent and in the manner provided by Section 47(2) of the Act.”

Article 14 provides that, “Subject to the provisions of the Act, the Company and each Shareholder shall dematerialise its existing
Shares held in physical form so that they are held in electronic and fungible form with a Depository. The Company may offer
fresh Shares for subscription only in a dematerialised form, in accordance with the applicable laws.”

Article 19 provides that, “A Depository shall be deemed to be the Registered Owner of the Shares for the purpose of effecting
Transfer of ownership of Shares on behalf of the Beneficial Owner, subject to the provisions of these Articles and save as
provided in the Article, the Depository as the Registered Owner of the Shares shall not have any voting rights or any other
rights in respect of the Shares held by it and all such rights shall be vested with the Beneficial Owner of the Shares.”

Article 20 provides that, “Save as herein otherwise provided, the Company shall be entitled to treat the Person whose name

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appears as the Beneficial Owner of the Shares in the records of the Depository as the absolute owner thereof as regards receipt
of Dividends or bonus on Shares, interest/ premium on Debentures and other securities and repayment thereof or for service of
notices and all or any other matters connected with the Company and accordingly the Company shall not (except as ordered by
a court of competent jurisdiction or as by law required and except as aforesaid) be bound to recognise any benami trust or equity
or equitable, contingent or other claim to or interest in such Shares, on the part of any other Person whether or not it shall have
the express or implied notice thereof.”

Debentures

Article 23 provides that, “Any debentures, debenture stock or other securities may be issued at a discount, premium or otherwise
and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares and attending (but not voting) at General Meetings,
appointment of Directors and otherwise, debentures with the right to conversion into or allotment of shares shall be issued only
with the consent of the Company in General Meeting accorded by a Special Resolution.”

Share certificates

Article 24 provides that:

(i) “Unless the shares have been issued in dematerialized form in terms of applicable laws, every person whose name is
entered as a Member in the Register of Members shall be entitled to receive within 2 (two) months from the date of the
allotment or within 1 (one) month after the application for the registration of transfer, sub-division, consolidation,
renewal or transmission or within such other period as the conditions of issue shall be provided, —

(a) one certificate for all his shares without payment of any charges; or

(b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after
the first.

(ii) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by 2
(two) Directors or by a Director and the company secretary.

(iii) In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue more than one
certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such
holders.

(iv) _ Every certificate of shares shall be under the seal of the Company and shall specify the number and distinctive number
of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the Directors may
approve.”

Article 25 provides that:

ji) “Tf any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement
of transfer, then upon production and surrender thereof to the Company, a new certificate may be issued in lieu thereof,
and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of
such indemnity as the Company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under
the Article shall be issued on payment of twenty rupees for each certificate. Provided that no fee shall be charged for
issue of new certificates in replacement of those which are old, defaced or worn out or where there is not further space
on the back thereof for endorsement of transfer. Provided that notwithstanding what is stated above, the Directors shall
comply with such rules or regulation or requirements of any stock exchange or the rules made under the Act or the rules
made under any other act or rules applicable in this behalf.

(ii) The provisions of the Article shall mutatis mutandis apply to debentures of the Company.”

Calls

Article 26 provides that:

jw “The Board may, from time to time, subject to the terms on which any Shares have been issued and subject to the
conditions of allotment, by a resolution passed at a Board Meeting and not by a resolution passed through circulation,
make such calls as it thinks fit upon the Members in respect of all money unpaid on the Shares held by them
respectively and each Member shall pay the amount of every call so made on him to the persons and at the time and
places appointed by the Board.

(ii) A call may be revoked or postponed at the discretion of the Board.

(iii) A call may be made payable by instalments.”

Article 34 provides that:

1. “The Board:

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(a) may, if it thinks fit, receive from any Member willing to advance the same, all or any part of the monies uncalled and
unpaid upon any shares held by him beyond the sums actually called for; and

(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable)
pay interest at such rate not exceeding, unless the Company in General Meeting shall otherwise direct, twelve per cent.
per annum, as may be agreed upon between the Board and the Member paying the sum in advance provided that money
paid in advance of calls shall not confer a right to participate in profits or dividend. The Board may at any time repay
the amount so advanced.

The Member shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would, but
for such payment, become presently payable.

The provisions of these Articles shall mutatis mutandis apply to any calls on debentures.

2. The Board may agree to repay at any time any amount so advanced or may at any time repay the same upon giving to
the Member three months’ notice in writing.

3. No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him
until the same would, but for such payment, become presently payable.”

Lien
Article 35 provides that:

de “The Company shall have a first and paramount lien upon all the Shares/Debentures (other than the fully paid-up
Shares/Debentures) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds
of sale thereof for all money (whether presently payable or not) called or payable at a fixed time in respect of such
Shares/Debentures and no equitable interest in any Share shall be created except upon the footing and subject to the
condition that the Article hereof will have full effect. Such lien shall extend to all Dividends and bonus from time to
time declared in respect of such Shares/Debentures. Unless otherwise agreed, registration of a Transfer of
Share/Debenture shall operate as a waiver of the Company’s lien, if any, on such Shares/Debentures. The Directors may
at any time declare any Shares/Debentures wholly or in part to be exempt from the provisions of the Article.

2 Fully paid Shares shall be free from all lien and in the case of partly paid Shares, the Company’s lien shall be restricted
to moneys called or payable at a fixed time in respect of such Shares.”

Forfeiture of Shares

Article 38 provides that, “If a Member fails to pay any call, or instalment of a call on the day appointed for payment thereof,
the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on
him requiring the payment of such part of the call or instalment as is unpaid, together with any interest which may have accrued
thereon.”

Article 39 provides that, “The notice aforesaid shall:

(a) name a future day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before
which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the Shares in respect of which the call was made
shall be liable to be forfeited.”

Article 40 provides that, “If the requirements of any such notice as aforesaid are not complied with, any Share in respect of
which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Board to that effect.”

Dematerialization and Transfer of Shares and other securities

Article 48 provides that, “The Company shall issue or Transfer Shares, and/or Securities only in a dematerialized form. The
Company shall enter into an agreement with the Depository to enable the Shareholders to dematerialize the Shares and/or
Securities, in which event the rights and obligations of the parties concerned shall be governed by the Depositories Act and the
Act where applicable along with the Rules framed thereunder.”

Article 49 provides that:

@ “The Company shall use a common form of transfer. The instrument of transfer shall be in writing and all provisions
of the Act and of any statutory modification thereof for the time being shall be duly complied within respect of all
transfer of shares and the registration thereof.

(ii) The instrument of transfer of any share in the Company shall be executed by or on behalf of both the transferor and
transferee.

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(iii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register
of Members in respect thereof.”

Article 50 provides that, “The Transfer of Shares, shall be only in dematerialised form.”

Article 60 provides that, “Subject to the provisions of Sections 58 and 59 of the Act, these Articles and other applicable
provisions of the Act or any other Indian Law for the time being in force, the Board may refuse whether in pursuance of any
power of the Company under these Articles or otherwise, to register the transfer of, or the transmission by operation of law of
the right to, any securities or interest of a member in the Company and shall promptly communicate the same to the transferee
and transferor or to the person giving notice of such transmission, as the case may be, giving reasons for such refusal.

Provided that, registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with
any other person or persons indebted to the Company on any account whatsoever except where the Company has a lien on
Shares.”

Article 61 provides that, “A Person entitled to a Share by transmission shall, subject to the right of the Board to retain such
Dividends or moneys as hereinafter provided, be entitled to receive and may give a discharge for any Dividends or other moneys
payable in respect of the Share.”

Borrowing powers

Article 64 provides that, “Subject to the provisions of the Act, the Board may, from time to time at its discretion, by a resolution
passed at a Board Meeting, receive deposits or loans from members either in advance of call or otherwise and generally raise
or borrow money by way of deposits, loans, overdrafts, cash credit or by issue of bonds, Debentures or debenture stock
(perpetual or otherwise) or in any other manner or from any person, firm, company, co-operative society and corporate body,
bank, institution, Government or any authority or any other body for the purpose of the company and may secure the payment
of any sums of money so received, raised or borrowed provided that the moneys to be borrowed together with the moneys
already borrowed by the Company (apart from temporary loans obtained from the Company’s banker in ordinary course of
business) shall not at any time except with the consent of the Company by way of Special Resolution in general meeting exceed
the aggregate of the paid-up share capital of the Company, free reserves and securities premium, as defined under the Act.”

General Meeting

Article 65 provides that, “The Company in each year shall hold a General Meeting as its Annual General Meeting in addition
to any other meetings in that year.”

Article 70 provides that, “The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon
a requisition in writing by any one or more Members holding in the aggregate not less than one tenth of such of the paid up
Share Capital as at that date carries the right of voting in regard to the matter in respect of which the requisition has been made.”

Article 74 provides that, “A General Meeting may be called by the Chairman or the CS of the Company, or (subject to the
agreement of the Shareholders) by any two Directors, upon notice of at least twenty one days, specifying the day, place and
hour of the Meeting and the general nature of the business to be transacted thereat. An agenda of issues to be discussed at the
Meeting shall be given in the manner hereinafter provided and subject to the provisions of the Act, to such Persons as are under
these Articles entitled to receive notice from the Company.

Provided that a General Meeting may be called at a shorter notice, in accordance with the provisions of the Act.”

Article 75 provides that, “Every notice of a Meeting shall specify the place and the day and hour of the Meeting and shall
contain a statement of the business to be transacted at such Meeting. Provided that if after issuing the notice for holding any
General Meeting, the Directors are of the opinion that on account of any unforeseen circumstances or event such as earthquake,
fire, typhoons, hurricane, flood, cyclone or natural calamities, epidemics, war or war-like events, civil commotion, affray, riots,
strikes, lock-out, lay-off, go slow or any other agitation such a gherao or bundh, by any group of people, it will not be possible
to hold and/or continue to hold the Meeting at such place and/or needs to be reconvened at a new place which the Directors
may consider publishing the same in any newspaper circulating at the place where the Meeting was to be held originally, shall
be sufficient compliance in regard to the issuance of any notice for holding and/or continuing to hold any Meeting at such new
place.”

Article 95 provides that:

A; “Whereby, any provision contained in the Act or in these Articles, special notice is required for any resolution, notice
of the intention to move the resolution shall be given to the Company not less than fourteen days before the Meeting at
which it is to be moved exclusive of the day on which the notice is served or deemed to be served and the day of the
Meeting.

2. The Company shall immediately after the notice of the intention to move any such resolution has been received by it,
give its Members notice of the resolution in the same manner as it gives notice of the Meeting or if that is not practicable,

349
shall give them notice thereof either by advertisement in a newspaper having an appropriate circulation or in any other
mode allowed by Articles presents not less than seven days before the Meeting.”

Voting rights
Article 100 provides that:

dl, “Subject to the provision of these Articles and without prejudice to any special privileges or restrictions as to voting,
for the time being, attached to any class of Shares, for the time being forming part of the Share Capital, every Member,
not disqualified by the last preceding Article, shall be entitled to be present and to speak and vote at any Meeting and
on a show of hands every Member present in person shall have one vote and upon a poll every Member present in
person or by Proxy shall have the right to vote in proportion to his share of the paid up Share Capital, provided,
however, if any holder of Preference Shares is present at any Meeting, save as provided in sub section (2) of Section
47 of the Act, he shall have a right to vote only on resolutions placed before the Meeting which directly affect the
rights attached to his Preference Shares.

2. Such a Person shall be entitled to exercise the same rights and powers (including the right to vote by Proxy) on behalf
of the Member company that he represents as that Member company could exercise.”

Directors
Article 115 provides that:
(a) “Subject to Indian Law, the Company shall have a Board consisting of a minimum of 6 (six) directors and a maximum
of 12 (twelve) directors, excluding Alternate Directors. The maximum number of directors may be increased through a

special resolution of the Shareholders. The number of directors to be nominated by ABCL and Sun Life India shall be
in the proportion set out below:

 

 

 

 

 

Shareholding of each of ABCL Number of directors to be Number of directors to be
jand Sun Life India as a percentage nominated by ABCL nominated by Sun Life India
of the Share Capital
30% or more Three Two
26% or more but less than 30% Two One
Less than 26% Nil Nil

 

 

 

 

 

Subject to Indian Law, for the purpose of this Article 115, Article 116 (Appointment of Alternate Directors) and Article
129 (Removal and replacement of Directors), ABCL’s right to nominate a Director and as the Chairman of the Company
and of the Board shall mean to include right available to the Promoter Shareholder/Promoter Group of the Company,
other than those forming part of the Sun Life Group.

(b) It is clarified that, (i) for the purposes of calculating the shareholding percentage in Article 115(a), any dilution on
account of exercise of employee stock options shall not be taken into consideration; and (ii) independent directors on
the Board and the Managing Director and the Chief Executive Officer shall be nominated by the Board and shall not be
nominated by ABCL or Sun Life India under Article 115(a) and the position of Managing Director and the Chief
Executive Officer of the Company shall be held by the same person and accordingly, requirement of approval by the
shareholders of the Company for appointment of the Managing Director shall also apply for appointment of the Chief
Executive Officer of the Company.

Subject to Indian Law and the shareholding thresholds under Article 115(a), the Promoter Shareholder/Promoter Group
of the Company, other than those forming part of the Sun Life Group shall have the right to nominate the Chairman of
the Company and of the Board. Sun Life India will cause its nominee Directors on the Board to elect the Director
nominated by the aforesaid Promoter Shareholder/Promoter Group of the Company, as the Chairman. The Chairman
will preside over meetings of the Board and will be entitled to a casting vote.

(c) _ If at any time Indian Law requires an increase or decrease in the number of Directors, or the number of Independent
Directors, the increase or decrease will be effected in a manner that permits, so far as possible under Indian Law or the
laws, regulations or policies of any other applicable jurisdiction, the rights available to the Promoter Shareholders to
continue mutatis mutandis.

Provided however that, rights of ABCL and Sun Life India under the Article shall be subject to such rights being approved by
the Members of the Company through a Special Resolution at the first General Meeting of the Company held post listing of
Equity Shares on the stock exchanges, in accordance with applicable law.”

Article 116 provides that, “Pursuant to the provisions of Section 161 of the Act, the Board may appoint any person to act as an
Alternate Director to act for a Director (hereinafter called the “Original Director”) during his absence for a period of not less
than three months from India (“Alternate Director”), provided that no person shall be appointed as an alternate Director for an
Independent Director unless he is qualified to be appointed as an Independent Director under the provisions of the Act.

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Subject to Indian Law, if any Director is likely to be absent for a continuous period of not less than three months from India in
which the meetings of the Board are ordinarily held, the Board will, at the request of the Promoter Shareholder that nominated
that Director, appoint its Alternate Director proposed by that Promoter Shareholder for the absent Director. Where the Director
likely to be absent is a nominee of Sun Life India, only a person selected by Sun Life India and, where the Director likely to be
absent is a nominee of ABCL, only a person selected by ABCL, will be appointed as the Alternate Director by the Board. Each
Promoter Shareholder will cause the Directors nominated by it to vote in favour of the appointment of each of those individuals
proposed to serve as Alternate Directors. Alternate Directors may serve on Board committees in the absence of absent Directors
nominated to those committees.

Provided however that rights of ABCL and Sun Life India under the Article shall be subject to such rights being approved by
the Members of the Company through a Special Resolution at the first General Meeting of the Company held post listing of
Equity Shares on the stock exchanges, in accordance with applicable law.”

Article 117 provides that, “So long as a Promoter Shareholder holds at least 10% of the Share Capital on a fully diluted basis,
subject to Indian Law, the Company will provide information (including business, operational or financial information) that a
Promoter Shareholder or its Affiliates may request in connection with any applicable law (including requirements with respect
to regulatory audits, review, filings, reports or submissions) in their respective jurisdictions or regulatory requirement or in
connection with any legal or regulatory proceedings. Subject to Indian Law, the Company will provide, as and when requested
by any Promoter Shareholder or any of its Affiliates, financial statements requested by the Promoter Shareholder or any of its
Affiliates including in accordance with the accounting standards or practices generally accepted in India and, if requested,
Canada or for the purposes of its consolidation of financial statements. Also, subject to Indian Law, the Company, on request
by any Promoter Shareholder, will provide any additional financial information monthly or as at the end of any quarter during
the financial year as such Promoter Shareholder or its Affiliates may reasonably require. Provided however that rights of ABCL
and Sun Life India under the Article shall be subject to such rights being approved by the Members of the Company through a
Special Resolution at the first General Meeting of the Company held post listing of Equity Shares on the stock exchanges, in
accordance with applicable law.”

Article 118 provides that, “Every such Alternate Director shall, subject to his giving to the Company an address in India at
which notice may be served on him, be entitled to notice of meeting of Directors and to attend and vote as a Director and be
counted for the purpose of a quorum and generally at such meetings to have and exercise all the powers and duties and
authorities of the Original Director.”

Article 124 provides that, “Pursuant to provision of Section 161 of the Act, the Board shall have power at any time and from
time to time to appoint any person other than a person who fails to get appointed as a Director in a General Meeting, as an
additional Director provided that the total number of Directors shall not at any time exceed the maximum number fixed for the
Board by these Articles (“Additional Director”).”

Article 129 provides that, “Any Promoter Shareholder entitled to nominate a person as Director will be entitled to remove any
such Director by notice to that Director, the other Promoter Shareholder and to the Company. Subject to Indian Law, any
vacancy occurring on the Board by reason of the death, disqualification, inability to act, resignation or removal of any Director
will be filled within 30 (thirty) days by a nominee of the same Promoter Shareholder that nominated the vacating Director, so
as to maintain a Board consisting of the number of nominees specified in Article 115(a). Subject to Indian Law, if the Promoter
Shareholder entitled to do so fails to nominate a Director to fill the vacancy within 60 (sixty) days after the vacancy arises, the
remaining Directors will appoint a Director to fill the vacancy.

Provided however that rights of ABCL and Sun Life India under the Article shall be subject to such rights being approved by
the Members of the Company through a Special Resolution at the first General Meeting of the Company held post listing of
Equity Shares on the stock exchanges, in accordance with applicable law.”

CEO/Manager/ Managing Director

Article 142 provides that, “Subject to the provisions of Article 142, the Act and the Rules, the Managing Director or CEO/
Manager, shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and
any Managing Director or CEO/ Manager, so appointed may be removed by means of a resolution of the Board.

A Director may be appointed as a Managing Director or CEO/ Manager, however, the position of Managing Director and the
Chief Executive Officer of the Company shall be held by the same person and accordingly, requirement of approval by the
shareholders of the Company for appointment of the Managing Director shall also apply for appointment of the Chief Executive
Officer of the Company.”

Board Meetings

Article 143 provides that:

1. “Board Meetings will be convened at least once in every (3) three-month period or, where applicable law requires
meetings on a more frequent basis, then in accordance with such requirements. Board Meetings will ordinarily be held

in Mumbai unless the Board otherwise resolves. Board meetings may be called by the Chairman or the CS of the
Company, or by any two Directors.

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2. The quorum for a meeting of the Board or a committee thereof will be such number of directors as required under Indian
Law (including with respect to any requirements applicable to independent directors under Indian Law).

Article 145 provides that, “If a quorum, as specified in Article 143(2), is not present within 30 (thirty) minutes from the time
appointed for the meeting, the directors present at the meeting may call a supplementary Board or a committee meeting by
providing reasonable notice in accordance with Indian Law to each director or on such other date as may be agreed by all the
directors in writing, which notice will describe the business to be conducted at the meeting. The quorum for such second
supplementary meeting shall be such number of directors as required under Indian Law.”

Article 146 provides that, “The directors on committees will be appointed by the Board.”

Article 149 provides that, “A resolution passed by circulation without a Board Meeting or a committee shall, subject to the
provisions of the Act, be as valid and effectual as a resolution duly passed at a Board Meeting or of a committee duly called
and held.”

Powers of Board

Article 151 provides that, “Subject to the provisions of the Companies Act and these Articles, the Board of Directors shall be
entitled to exercise all such powers and to do all such acts and things as the Company is authorised to exercise and do: Provided
that the Board shall not exercise any power or do any act or thing which is directed or required whether by the Act or the Rules
or by the Memorandum & Articles or otherwise, to be exercised or done by the Company in General Meeting: Provided further
that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that
behalf in the Act, or in the Memorandum and Articles, or in any Rules or regulations not inconsistent therewith and duly made
thereunder, including regulations made by the Company in a General Meeting.

The Board shall be entitled to exercise all such powers to provide for the management of the affairs of the Company in such
manner as they may think fit, and in particular to appoint any person to be the attorney or agent of the Company, with such
powers (including power to sub-delegate) and upon such terms as may be thought fit.

No regulations made by the Company in a General Meeting shall invalidate any prior act of the Board which would have been
valid if that regulation had not been made.”

Dividends

Article 152 provides that, “In respect of each Financial Year, the Board may distribute profits of the Company, in accordance
with the provisions of the Act and dividend policy of the Company, if any.”

Article 154 provides that, “Subject to Article 152 and relevant provisions of the Act, the Company in Annual General Meeting
may declare Dividends to be paid to Members according to their respective rights and interest in the Dividend/profits and may
fix the time for payment but no Dividend shall exceed the amount recommended by the Board of Directors, but the Company
may declare a smaller Dividend in Annual General Meeting.”

Article 155 provides that, “Subject to Article 152, no Dividend shall be declared or paid otherwise than out of the profits of the
Financial Year arrived at after providing for depreciation in accordance with the provisions of the Act or out of the profits of
the Company for any previous Financial Year or years arrived at after providing for depreciation in accordance with those
provisions and remaining undistributed or out of both provided that:

(a) If the Company has not provided for depreciation for any previous Financial Year or Years, it shall, before declaring or
paying Dividend for any Financial Year, provide for such depreciation out of the profits of that Financial Year or out of
the profits of any other previous Financial Years; or

(b) If the Company has incurred any loss in any previous Financial Year or Years, the amount of the loss or an amount
which is equal to the amount provided for depreciation for that Year or those Years which ever is less, shall be set off
against the profits of the Company for any previous Financial Year and Years arrived at in both cases after providing
for depreciation in accordance with the provisions of the Act, or against both. ”

Article 156 provides that, “Subject to Article 152 and relevant provisions of the Act, the Board of Directors may from time to
time pay to the Members such interim Dividends as in their judgement the position of the Company justifies.”

Article 165 provides that:

352
@ “Where a dividend has been declared by the Company but has not been paid or claimed within thirty days from the date
of the declaration to any shareholder entitled to the payment of the dividend, the Company shall, within 7 (seven) days
from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or
unclaimed to a special account to be opened by the Company in that behalf in any scheduled bank to be called the
(“Unpaid Dividend Account”).

(ii) | Any money transferred to the “Unpaid Dividend Account” of the Company which remains unpaid or unclaimed for a
period of 7 (seven) years from the date of such transfer shall be transferred by the Company along with interest accrued,
if any, thereon to the Investor Education and Protection Fund established under sub-section (1) of Section 125 of the
Act.

3. No unclaimed or unpaid dividend shall be forfeited by the Board before it becomes barred by law.”

Article 169 provides that, “Except as otherwise provided by law, no unpaid Dividend shall bear interest as against the
Company.”

Capitalisation

Article 170 provides that, “Subject to Article 152, the Company in General Meeting may, upon the recommendations of the
Board, resolve that any moneys, investments or other assets forming part of the undistributed profits of the Company standing
to the credit of the Reserve Fund, or any Capital Redemption Reserve Fund, or any Capital Redemption Reserve Account, or
in the hands of the Company and available for Dividend (or representing premiums received on the issue of Shares or
Debentures and standing to the credit of the Securities Premium Account) be capitalized and distributed amongst such of the
Members as would be entitled to receive the same if distributed by way of Dividend and in the same proportions on the footing
that they become entitled thereto as capital and that all or any party of such capitalized fund be applied on behalf of such
Members in paying up in full either at par or at such premium as the resolution may provide, any misused Shares which shall
be distributed accordingly or in or towards payment of the uncalled liability on any issued Shares or penalty in one way and
party in the other, and that such distribution or payment shall be accepted by such Members in full satisfaction of their interest
in the said capitalized sum.”

Article 171 provides that, “A General Meeting may resolve that any surplus moneys arising from the realization of any capital
assets of the Company or any investments representing the same, or any other undistributed profits of the Company not subject
to charge for Income Tax be distributed among the members on the footing that they receive the same as capital.”

Accounts

Article 177 provides that, “The Company will keep all books of accounts and make all reports in accordance with accounting
standards and practices generally accepted in India as well as required by Indian Law. It will have a Financial Year and close
its books as decided unanimously by the Board. In the establishment of its accounting system and the preparation of financial
statements and reports, the Company will consult with the Auditor and with such other consultants as the Board may decide.
The books of accounts shall be kept at the Registered Office or such other place as the Board think fit, and shall be open to
inspection by the Board during business hours.”

Article 184 provides that, “Every balance sheet laid before the Company in Annual General Meeting shall be accompanied by
report of the Board of Directors as to state the Company’s affairs and as to the amounts, if any, which it proposes to carry to
any reserves in such balance sheet and the amount, if any, which it recommends should be paid by way of Dividend and material
changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the
Financial Year of the Company for which the balance sheet relates and the date of the report.”

Article 188 provides that, “The financial statements, including consolidated financial statements, if any, shall be approved by
the Board before these are signed on behalf of the Board at least by two Directors out of which one shall be the Managing
Director / CEO, if he is a Director, the CFO and the CS of the Company, wherever they are appointed.”

Audit

Article 189 provides that, “Auditors shall be appointed and their rights, obligations and duties shall be regulated in accordance
with the provisions of the Act and the applicable Rules thereunder.

The Auditor will be such firm of chartered accountants approved by the Board, provided that it is a member of the Institute of
Chartered Accountants of India and affiliated with an internationally recognized accounting firm.”

Winding Up

Article 190 provides that:

@ “If the Company shall be wound up, and the assets available for distribution among the Members as such shall be
insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may, the
losses shall be borne by the Members in proportion to the capital paid-up or which ought to have been paid-up at the

commencement of the winding up, on the Shares held by them respectively.

353
(ii) If on winding up the assets available for distribution among the Members shall be more than sufficient to repay the
whole of the capital paid up the commencement of the winding up, the excess shall be distributed amongst the Members
(other than those entitled to a share in the excess) in proportion to the capital at the commencement of the winding up,
or which ought to have been paid up on the Shares held by them respectively.

(iii) The Article is to be without prejudice to the rights of the holders of Shares issued upon special terms and conditions.”

Miscellaneous

Article 194 provides that, “For purposes of calculating any shareholding thresholds specified in Articles 115, 116, 117 and 129
of this Part A, the shareholding of the Affiliates of Promoter Shareholders shall also be taken into consideration.

Provided that the Article shall be subject to being approved by the Members of the Company through a Special Resolution at
the first General Meeting of the Company held post listing of Equity Shares on the stock exchanges, in accordance with

applicable law.”

PARTB

 

Exclusion of Table | 1.
F

The regulations contained in Table F in the Schedule to the Act do not apply to the
Company except in so far as the same are repeated, contained or expressly made
applicable in these Articles or by the Act;

 

 

 

 

 

 

 

 

Interpretation 2. (1) In the interpretation of these Articles, the following expressions shall, unless repugnant

Clause to the subject or the context, have the meanings hereby respectively assigned to them;

“Act” a. “Act” means the Companies Act, 2013 or any statutory modification or re-enactment
thereof from time to time, together with the applicable Rules;

“Articles” b. “Articles” means these articles of association of the Company, including the
amendments made from time to time and “Article” means an article of these Articles;

“ABCL” c. “ABCL” means Aditya Birla Capital Limited, a public listed company with its registered
office at Indian Rayon Compound, Veraval, Gujarat, 362266 and its corporate office at
One Indiabulls Centre, Tower-I, 18 floor, Jupiter Mills Compound, 841 S.B.
Elphinstone Road, Mumbai 400013;

“Acceptance d. “Acceptance Notice” has the meaning ascribed to it in Article 63.6(c)(i) (Right of First

Notice” Refusal);

“Acceptance e. “Acceptance Period” has the meaning ascribed to it in Article 63.6(b) (Right of First

Period” Refusal);

“Aditya Birla f. “Aditya Birla Conglomerate” which represents all entities in which Mr. Kumar

Conglomerate” Mangalam Birla and his family hold 20% or more of the equity capital or are beneficial
owners of more than 20% of the equity capital including their subsidiaries or who are
licensed to use the house mark “Aditya Birla” (it being understood that at the date of this
Agreement these Persons include, without limitation, ABCL);

“Affiliate” g “Affiliate” of a Person (the first Person) means (i) a Person Controlled by the first Person,

(ii) a Person Controlled by the first Person and one or more Persons, each of which is
Controlled by the first Person, (iii) a Person that Controls the first Person or (iv) a Person
that is under common Control with the first Person by another Person; and shall include
the members or constituents of the Aditya Birla Conglomerate;

 

“Aggrieved Party” h.

“Aggrieved Party” has the meaning ascribed to it in Article 63.9(a) (Sale on Event of
Default);

 

“Agreement” or i.
“Shareholders
Agreement” *

“Shareholders’ Agreement” or “Agreement” means the amended and restated
shareholders’ agreement dated 10 October, 2012 (amended by the amendment
agreements dated 24 December 2015 and as amended from time to time) (including
schedules to the agreement or to the amendment agreement) and all instruments
supplemental to or in amendment or confirmation of the agreement;

 

“Annual General j-

“Annual General Meeting” has the meaning ascribed to it under Section 96 of the Act;

 

 

 

 

 

 

 

Meeting”

“Auditor” k. “Auditor” means the statutory auditor of the Company appointed from time to time;
“Audit 1 “Audit Committee” means a committee constituted under Section 177 of the Act;
Committee”

“Authorised m. “Authorised Capital” means such capital as is authorised by the Memorandum to be the
Capital” maximum amount of share capital of the Company;

“Beneficial n “Beneficial Owner” means a Person whose name is recorded as such with a Depository;
Owner”

 

‘Altered Articles of Association aligned with the Restated Amendment and Termination Agreement to the Shareholders’

agreement dated October 12, 2012 approved by Shareholders at the Annual General Meeting held on July 26, 2013.

354

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

“Board” or “Board 0. “Board” or “Board of Directors” means the board of directors of the Company, duly

of Directors” constituted, consisting of the Directors collectively;

“Board Meeting” p- “Board Meeting” has the meaning ascribed to it under Section 173 of the Act;

“BG Holdings” q. “BG Holdings” means Birla Group Holdings Private Limited, a private limited company
with its registered office at Industry House, 159, Back Bay Reclamation, Churchgate,
Mumbai — 400-020;

“Buy/Sell Notice” r “Buy/Sell Notice” has the meaning ascribed to it in Article 63.8(e) (Termination of Joint
Ownership);

“CEO” Ss. “CEO” means the chief executive officer of the Company;

“CFO” t “CFO” means the chief financial officer of the Company;

“Chairman” u. “Chairman” means the chairman of the Board;

“Company” v. “Company” means Aditya Birla Sun Life AMC Limited;

“Control” w. “Control” of a Person means: (i) the direct or indirect ownership, beneficially or legally,
of voting shares, registered capital or other interest in that Person, to which are attached
more than 50% of the votes that may be cast to elect the board of directors or equivalent
decision-making body of that Person and such votes are sufficient, if exercised, to elect
a majority of the board of directors or equivalent decision-making body of that Person or
(ii) having control, in fact, of that Person; and “Controls” and “Controlling” and similar
words have corresponding meanings;

“Debentures” xX. “Debentures” includes debenture stock, bonds or any other instrument of a company
evidencing a debt, whether constituting a charge on the assets of the company or not;

“Defaulting Party” y. “Defaulting Party” has the meaning ascribed to it in Article 63.9 (a) (Sale on Event of
Default);

“Depository” Le “Depository” means a company formed and registered under the Act and which has been
granted a certificate of registration under sub-section (1A) of Section 12 of the SEBI Act,
1992;

“Depositories Act” aa. “Depositories Act”, means the Depositories Act, 1996, and includes where the context
so admits, any re-enactment or statutory modification thereof, for the time being in force;

“Director” bb. “Director” means a member of the Board;

“Dividend” cc. “Dividend” includes any interim dividend;

“Document” dd. “Document” includes summons, notice, requisition, order, declaration, form and
register, whether issued, sent or kept in pursuance of the Act or under any other law for
the time being in force or otherwise, maintained on paper or in electronic form;

“DRHP” ee. “DRHP” means the draft red herring prospectus of the Company to be filed with SEBI
in relation to the IPO;

“Event of Default” ff. “Event of Default” has the meaning ascribed to it in Article 63.9 (a) (Sale on Event of
Default);

“Extraordinary gg. “Extraordinary Matter” means any matter included in the list set out under the heading

Matter” “Extraordinary Matter” of these Articles and the Agreement and any matter that requires
under Indian Law the approval of Shareholders holding 75% or more of the Share Capital;

“Extraordinary hh. “Extraordinary General Meeting” has the meaning ascribed to it in Section 100 of the

General Meeting” Act;

“Fair Value” ii. “Fair Value” means the fair value of Shares, to be calculated in accordance with Article
64 and Clause 5.1 of the Shareholders’ Agreement;

“General Meeting” | jj. “General Meeting” means a meeting of the Shareholders and includes an Annual
General Meeting or an Extraordinary General Meeting;

“Group” kk. “Group” means the Aditya Birla Conglomerate or the Sun Life Group;

“Imposed I. “Imposed Amendments” has the meaning ascribed to it in Article 67(d) (Group's

Amendments” participation in and relative interests upon an IPO);

“In writing and mm. —_|“in writing” and “written” include printing, lithograph and other modes of representing

written” or reproducing words in a visible form;

“Independent nn. “Independent Director” has the meaning ascribed to it in Section 2(47) of the Act;

Director”

“Indian Law” 00. “Indian Law” means the laws and regulations in force, or the policies or requirements
of any government authority, from time to time in India;

“IPO” pp. “IPO” means the first distribution of Shares by the Company or a Promoter Shareholder

 

 

to the public pursuant to a prospectus, and the listing of Shares on one or more Stock

 

355,

 
 

Exchanges in India;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

“Manager” qq. “Manager” has the meaning ascribed to it in Section 2(53) of the Act;

“Managing rr. “Managing Director” means a Director, who by virtue of these Articles or an agreement

Director” with the Company or a resolution passed by the Members in its General Meeting, or by
its Board of Directors, is entrusted with substantial powers of management of the affairs
of the Company and includes a Director occupying the position of Managing Director,
by whatever name called;

“Meeting” ss. “Meeting” means any meeting of the Board or of the Shareholders (including any
meeting of a committee of the Board or Shareholders) which may be a Board Meeting or
a General Meeting as the context may require;

“Members or tt. “Members” or “Shareholders” means the duly registered holder or holders, from time

Shareholders” to time, of the Shares and includes the subscribers to the Memorandum and Articles,
excluding the Nominee Shareholders;

“Memorandum” uu. “Memorandum” means the memorandum of association of the Company as originally
framed, or as altered from time to time, including the amendments made from time to
time;

“Merchant w. “Merchant Banker(s)” has the meaning ascribed to it in Article 67 (b) (Group's

Banker(s)” participation in and relative interests upon an IPO);

“Nominee ww. “Nominee Shareholder” means a Person who is a joint-holder of Shares with ABCL as

Shareholder” its nominee or who holds Shares in accordance with Section 187 of the Companies Act,
2013;

“Notice of Sale” XX. “Notice of Sale” has the meaning ascribed to it in Article 63.6(b) (Right of First Refusal);

“Offeree” yy- “Offeree” has the meaning ascribed to it in Article 63.8(e) (Termination of Joint
Ownership);

“Offeror” ZL. “Offeror” has the meaning ascribed to it in Article 63.8(e) (Termination of Joint
Ownership);

“Ordinary aaa. “Ordinary Resolution” has the meaning ascribed to it in Section 114 of the Act;

Resolution”

“Other Group” bbb. “Other Group” has the meaning ascribed to it in Article 63.6(b) (Right of First Refusal);

“Party” ccc. “Party” means ABCL, Sun Life India, Sun Life Canada, BG Holdings, the Company or
any other Person which becomes a party to the Shareholders’ Agreement and “Parties”
means all of them together;

“Person” ddd. “Person” includes any individual, sole proprietorship, partnership, limited liability
partnership, unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate, trustee, executor, administrator, other legal
representative, or other entity;

“Piggy-Back eee. “Piggy-Back Offer” has the meaning ascribed to it in Article 63.7(a) (Piggy Back

Offer” Rights);

“Post-IPO OFS” fff. “Post-IPO OFS” has the meaning ascribed to in Article 67(f)

“Pre-Imposed ggg. “Pre-Imposed Amendment Rights” has the meaning ascribed to it in Article 67(d)

Amendment (Group's participation in and relative interests upon an IPO)

Rights”

“Preference hhh. “Preference Shares” means a preference share issued by the Company;

Shares”

“Principal” iii. “Principal” means a Person that Controls a Shareholder and, in the case of ABCL,
includes Mr. Kumar Mangalam Birla and BG Holdings and, in the case of Sun Life India,
includes Sun Life Canada;

“Promoter iij- “Promoter Shareholders” or “Promoters” mean ABCL and Sun Life India;”

Shareholders” or

“Promoters

“Proxy” kkk. “Proxy” means an instrument whereby any person is authorised to vote for a Member at
a General Meeting on a poll;

“Purchaser” I. “Purchaser” has the meaning ascribed to it in Article 63.8(a) (Termination of Joint
Ownership); or 64(b) (Valuation), as applicable;

“Register of mmm. | The “Register of Members” means the register to be kept pursuant to Section 88 of the

Members Act;

“Registered non. “Registered Office” means the registered office for the time being of the Company;

Office”

“Registered 000. “Registered Owner” means a Depository whose name is entered as such in the register

Owner” of Company;

 

 

 

356

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

“Related Party Ppp. “Related Party Transaction” has the meaning ascribed to it in Article 164(a)

Transaction” (Transaction with Affiliates);

“Rules” qaqa. “Rules” means rules issued under the Act, as may be amended;

“SEBI” rrr. “SEBI” means the Securities and Exchange Board of India;

“Secretary” or sss. “Secretary” or “CS” means the individual appointed to perform the duties that may be

“CS performed by a company secretary under the Act;

“Securities” ttt. “Securities” means options to purchase Shares or securities convertible into Shares, or
any other instrument which by its terms would entitle the holder to participate in the
profits of the Company or in its net assets (after the payment and satisfaction of all of its
debts and obligations and after returning all fixed amounts payable in respect of the share
capital) upon winding up, dissolution or any other termination of its corporate existence,
but does not include Shares;

“Securities uuu. “Securities Premium Account” has the meaning ascribed to it in Section 52 of the Act;

Premium

Account”

“Seller” vvv. | “Seller” has the meaning ascribed to it in Article 63.6(a) (Right of First Refusal), 63.8(a)
(Termination of Joint Ownership) or as per the applicable clauses of the Shareholders’
Agreement;

“Share” www. | “Share” means any voting share of the Company, currently outstanding or which may
be issued from time to time, whether on the exercise of any option, warrant or similar
right or otherwise, and includes any voting share of the Company that may result from
any consolidation, reclassification, or re-designation of voting share, and any voting share
that may be received by any Shareholder as a result of an amalgamation, merger,
arrangement or other reorganization of or including the Company;

“Shareholder” XXX. “Shareholders” means the shareholders of the Company, from time to time;

“Share Capital” yyy: “Share Capital” means the fully paid-up equity share capital of the Company;

“Shareholder UL. “Shareholder Loan” means any debt obligation of, or any other amount which may be

Loan” owed by, the Company to a Shareholder or any member of either Group, whether
currently or in the future and whether or not evidenced by a promissory note, debenture
or other evidence of indebtedness issued or which may be issued, or on open account;

“Special aaaa. | “Special Resolution” has the meaning ascribed to it in Section 114 of the Act;

Resolution”

“Stock Exchange” bbbb. | “Stock Exchange” means the National Stock Exchange of India Limited and/or the BSE
Limited, and/or any other internationally recognized stock exchange approved by both
Groups;

“Subsidiary” cece. “Subsidiary” has the meaning ascribed to such term by Section 2(87) of the Act;

“Sun Life Canada” dddd. | “Sun Life Canada” means Sun Life Assurance Company of Canada, with its registered
office at One York Street, Toronto, Ontario, Canada M5J OB6;

“Sun Life Group” eeee. “Sun Life Group” means those companies in which Sun Life Financial Inc., or any of
its successors, has a direct or indirect Controlling interest (it being understood that these
companies include, without limitation, Sun Life Canada and Sun Life India);

“Sun Life India” ffff. “Sun Life India” means Sun Life (India) AMC Investments Inc., with its registered
office at One York Street, Toronto, Ontario, Canada M5J OB6;

“The Registrar” gggg. | The “Registrar” means the Registrar of Companies, having jurisdiction in the area in
which the Registered Office is, for the time being, situated;

“Third Party” hhhh. | “Third Party” means a Person that is not an Affiliate of either the Company or any
Shareholder;

“Third Party iii. “Third Party Offer” has the meaning ascribed to it in Article 63.6 (a) (Right of First

Offer” Refusal);

“Transfer” jiii- “Transfer” includes any sale, exchange, assignment, gift, bequest, disposition,
mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement
by which possession, legal title or beneficial ownership passes from one Person to
another, or to the same Person in a different capacity, whether or not voluntary and
whether or not for value, and any agreement to effect any of the foregoing; and
“Transferred”, “Transferring” “Transferor”, “Transferee” and similar words have
corresponding meanings;

“Year” kkkk. | “Year” means calendar year and “Financial Year” has the meaning ascribed to it in
Section 2(41) of the Act.

Reference to the | 2.(2). A reference in the Articles to any specific provision of the Act shall be deemed to include

provisions of the
Act

 

 

a reference to any other applicable provisions of the Act.

 

357

 
 

 

 

 

 

 

 

 

 

 

 

References to the | 2.(3). Unless otherwise indicated, references to Clauses or Paragraphs are to the specified

Shareholders’ Clauses or Paragraphs of the Shareholders’ Agreement.

Agreement

Marginal notes & | 2.(4). The marginal notes and catch lines hereto shall not affect the construction hereof.

catchlines

Rules of | 2.(5). Unless the context otherwise requires or specifically defined, all words or expressions

interpretation contained in these Articles shall bear the same meaning as in the Shareholders’
Agreement, Act or any statutory modification thereof in force on the date on which these
Articles become binding on the Company.

Conflict with terms | 2.(6). In case of any ambiguity or conflict between the terms of the Agreement and those of
these Articles, the provisions of the Agreement will prevail to the extent of the ambiguity
or conflict, and the Parties agree to take all necessary steps to amend these Articles
forthwith to eliminate, to the extent possible, that ambiguity or conflict.

General authority | 3. Wherever in the Act it has been provided that the Company shall have any right or
privilege or that the Company is so authorized by its Articles, then and in that case by
virtue of the Article, the Company is hereby specifically authorized, empowered and
entitled to have such right, privilege or authority to carry out such transactions as have
been permitted by the Act without there being any separate Articles in that behalf herein
provided.

SHARE CAPITAL

Authorised Capital | 4. The Authorised Capital is as laid out in Clause V of the Memorandum, payable in the
manner as may be determined by the Board, from time to time, with power to increase,
reduce, subdivide or repay the same or divide the same into several classes, and to attach
thereto any rights, conditions, privileges or to consolidate or subdivide or re-organize the
Shares, subject to the provisions of this Act, and to vary such rights as may be determined
in accordance with these Articles.

Increase of capital | 5. Subject to the provisions of Article 6 and 7, the Company in its General Meeting may,

and how carried from time to time, increase the capital by the creation of new Shares, such increase to be

into effect of such aggregate amount and to be divided into Shares of such respective amounts as
the resolution shall prescribe. The new Shares shall be issued upon such terms and
conditions and with such rights and privileges annexed thereto, as the General Meeting
shall, resolving upon the creation, direct and if no direction be given, as the Directors
shall determine and in particular, such Shares may be issued with a preferential or
qualified right to Dividends and in the distribution of the assets of the Company and with
a right of voting at a General Meeting.

New share capital | 6. Except so far as otherwise provided by the conditions of issue or by these presents, any

to be part of the share capital raised by the creation of new Shares shall be considered as part of the

existing share existing share capital and shall be subject to the provisions herein contained, with
capital reference to the payments of calls and instalments, forfeiture, lien, surrender, Transfer
and transmission, voting or otherwise.

Issue of additional | 7. (a) The Company will not issue any additional Shares or Securities (including the issue

Shares or of any Debentures), other than the Shares or Securities issued in accordance with the

Securities provisions of the Shareholders’ Agreement and these Articles. Subject to provisions

 

 

of Section 62 of the Act and Article 7(c), no decision to offer new Shares or
Securities may be taken other than for the purpose of meeting solvency or other
regulatory requirements unless written notice of 45 (forty-five) days (or such other
period as may be agreed by the Parties) has been issued by the Company to the
Shareholders, which time period will commence on the date of the issue of the notice.
The notice will state the Company’s intention to issue Shares or Securities, the
number of Shares or Securities to be issued and the purpose for which the capital
raised by the subscription for the Shares or Securities will be used.

(b) Before any Shares or Securities may be issued by the Company, the Company will
first offer such Shares or Securities to the Shareholders by notice described in Article
7(a). Each Shareholder will have the right to subscribe to the Shares or Securities so
offered pro rata based upon the number of Shares beneficially owned by all
Shareholders as at the date on which the Company’s notice is given. Each
Shareholder must advise the Company in writing of its intention to subscribe for all
or any of the Shares or Securities to which it is entitled, and must indicate in the
notice the maximum number of Shares or Securities for which it is willing to
subscribe (which number may be greater than or less than its pro rata entitlement),
and the failure to deliver any such notice within fifteen (15) days will be deemed to
be the Shareholder’s decision not to subscribe for any of the Shares or Securities. If
any Shareholder does not accept its pro rata entitlement within the time stipulated
for this purpose, any unaccepted Shares or Securities will be deemed to have been

 

358

 
 

offered to any other Shareholder that indicated that it would accept greater than its
pro rata entitlement, and that Shareholder will be entitled to subscribe for its pro rata
portion of these unaccepted Shares or Securities, based on the Share ownership of
Shareholders that have indicated a willingness to subscribe for unaccepted Shares or
Securities. The issuance of Shares or Securities by the Company to the Shareholders
will be completed on such date as may be reasonably fixed by the Board, having
regard to the necessity of receiving any regulatory and corporate approvals, but in
any event not later than 15 (fifteen) days after the date of the last such approval. Any
Shares or Securities not taken up by the Shareholders may be issued within 60 (sixty)
days of the Shareholders’ failure to subscribe to such Shares or Securities, at not less
than the price offered to the Shareholders, to such Persons as the Board determines,
provided that such Persons make the representations, warranties and covenants,
where applicable, substantially in the form made by the Shareholders in Clause 2.1
of the Shareholders Agreement and agree to be bound by the Agreement. Thereafter,
the Company may not issue Shares or Securities without complying again with the
provisions of the Article 7.

(c) Provided it has first obtained approval under Article 131 & 86, the Company is
entitled to issue Shares or Securities without complying with the provisions of
Article 7(b) if these Shares or Securities are issued upon the exercise of conversion
or exchange rights of other Securities previously issued by the Company.

(d) Ifa Shareholder is a member of a Group that elects not to exercise or is not entitled
to exercise its rights to purchase a pro rata portion of Shares or Securities as a result
of any share ownership restrictions imposed by Indian Law or the laws, regulations
or policies of any other applicable jurisdiction, it may Transfer its rights to purchase
these Shares or Securities to any Third Party acceptable to the other Group (such
acceptance not to be unreasonably withheld).

(e) Ifthe Company issues any Shares or Securities to any Third Party acting as principal,
the Parties will, prior to such issuance, give due consideration to any changes that
they may wish to make to the Agreement and these Articles, in particular, the
provisions relating to the rights and obligations that relate to Shares.

 

Holding Shares on
trust

Except as required by law, no Person shall be recognised by the Company as holding any
Share upon any trust and the Company shall not be bound by, or be compelled in any way
to recognise (even when having notice thereof) any equitable, contingent, future or partial
interest in any Share, or any interest in any fractional part of a Share, or (except only as
by these Articles or by law otherwise provided) any other rights in respect of any Share
except an absolute right to the entirety thereof in the Registered Owner.

 

Shareholder Loans

(a) Upon the unanimous agreement of the Shareholders, and subject to the requirements
of applicable regulations, any Shareholder or member of either Group having a
Shareholder Loan outstanding at any time will provide to any financial institution
lending funds to the Company a postponement and subordination of that Shareholder
Loan and any related security, together with an assignment of interest in that
Shareholder Loan.

(b) Any Person that purchases any Shares owned by any Shareholder will also acquire,
and the Transferee will sell, its interest in the Shareholder Loans, if any, held by the
Shareholder for a purchase price equal to the outstanding principal amount of such
Shareholder Loan, plus all accrued and unpaid interest thereon to the date of payment,
provided that an inability to do so under Indian Law will not preclude the closing of
the relevant transaction, and the parties will negotiate in good faith the disposition of
any Shareholder Loan.

 

Reduction of share
capital

10.

Subject to the provisions of the Act as may be applicable from time to time, and the
provisions of these Articles, the Company may reduce in any manner and with, and
subject to, any incident authorized and consent required by law -

(a) its Share Capital;
(b) any capital redemption reserve account; or
(c)_any Securities Premium Account.

 

Buy-back of
Shares

11.

Subject to the provisions of Sections 68 to 70 and any other applicable provision of the
Act or any other law, Rules and guidelines for the time being in force, and Article 168 of
these Articles, the Company may purchase its own Shares or other specified Securities.

 

 

Consolidation,
conversion,
division, sub-
division and
cancellation of
Shares

12.

Subject to the provisions of Section 61 of the Act, the Company in a General Meeting
may, from time to time, alter its Memorandum for all or any of the following purposes:

 

@

To consolidate and divide all or any of its share capital into Shares of larger amount than
its existing Shares;

 

 

 

(b)

 

 

To convert all or any of its fully paid-up Shares into stock, and reconvert that stock into
fully paid up Shares of any denomination;

 

359

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

(od) To sub-divide its Shares or any of them into Shares of smaller amount than is fixed by the
Memorandum, so that in the sub-division, the proportion between the amount paid and the
amount, if any unpaid, on each reduced Share shall be the same as it was in the case of the
Share from which the reduced Share is derived; and

(d) To cancel any Shares which at the date of the passing of the resolution, have not been
taken or agreed to be taken by any Persons and diminish the amount of its share capital by
the amount of the Shares so cancelled. Cancellation of Shares in pursuance of this sub-
clause shall not be deemed to be a reduction of the capital of the Company within the
meaning of the Act.

Modification of | 13. Whenever the Authorised Capital, by reason of the issue of Preference Shares or

rights of Shares otherwise, is divided into different classes of Shares, all or any of the rights and privileges
attached to each class may, subject to the provisions of Section 48 and other applicable
provisions of the Act and Article 169, be varied, modified, commuted, affected or
abrogated, or dealt with by the Company with the consent in writing of the holders of not
Jess than three-fourths of the issued capital of that class or sanction by a resolution passed
at a separate Meeting of the holders of those Shares and supported by the votes of the
holders of not less than three-fourths of those Shares and all the provisions hereinafter
contained as to a General Meeting shall, mutatis mutandis apply to every such meeting.
The Article is not to derogate from any power the Company would have if the Article was
omitted.

SHARES

Shares under | 14. Subject to the provisions of these Articles and of the Act, the Shares (including any Shares

control of Board forming part of any increased Authorised Capital) shall be under the control of the Board
who may allot or otherwise dispose of the same to such Persons on such terms and
conditions and at such time as the Board thinks fit and with full power to give any Person
the option to call off or be allotted Shares of any class of the Company either at a premium
or at par or at a discount and for such time and for such consideration as the Board of
Directors deems fit.

Redeemable 15 (1). Subject to the provisions of Section 55 and other applicable provisions of the Act and

Preference Shares Article 169, the Company shall have the power to issue Preference Shares which are liable
to be redeemed and the resolution authorising such issue shall prescribe the manner, terms
and conditions of redemption.

Limited rights to | 15 (2). The Preference Shares shall not confer on the holders thereof the right to vote either in

vote for holders of person or by Proxy at any General Meeting save to the extent and in the manner provided

Preference by Section 47(2) of the Act.

Shares

Shares to be held | 16. Subject to the provisions of the Act, the Company and each Shareholder shall

in dematerialised dematerialise its existing Shares held in physical form so that they are held in electronic

form and fungible form with a Depository. The Company may offer fresh Shares for
subscription only in a dematerialised form pursuant to Rule 9A of the Companies
(Prospectus and Allotment of Securities) Rules, 2014, the Depositories Act and the Rules
framed thereunder, if any.

Shares to be held | 17. Subject to Article 16 above, every Person subscribing to or holding Shares shall hold such

with a Depository Shares with a Depository.

Shares held jointly | 18. The Board shall be entitled at its sole discretion to register any Share in the joint names
of any two or more Persons or the survivor or survivors of them, subject to the provisions
of the Depositories Act.

Details of Shares | 19. The Company shall intimate the Depository with the details of allotment of the Shares,

allotted to be and on receipt of the information, the Depository shall enter in its records, the names of

entered in Register such allottees as the Beneficial Owner of the Shares.

of Members and

Index of Beneficial

Owners

Particulars of | 20. The Company shall cause to be kept, a Register of Members and index of Beneficial

Shares to be Owners in accordance with the provisions of Section 88(1) and Section 88(3) of the Act,

entered in the Rule 5 of the Companies (Management and Administration) Rules, 2014 and Section 11

Register of of the Depositories Act and all other applicable provisions of Indian Laws, with details of

Members and the Shares that are held by Shareholders as may be permitted by law including in any form

Index of Beneficial of electronic media. Notwithstanding anything in these Articles to the contrary, the

Owners Register of Members and index of Beneficial Owners maintained by a Depository under
Section 11 of the Depositories Act, shall be deemed to be the Register of Members for the
purpose of the Act.

Registered Owner | 21. A Depository shall be deemed to be the Registered Owner of the Shares for the purpose

of Shares

 

 

of effecting Transfer of ownership of Shares on behalf of the Beneficial Owner, subject to

 

360

 
 

the provisions of these Articles and save as provided in the Article , the Depository as the
Registered Owner of the Shares shall not have any voting rights or any other rights in
respect of the Shares held by it and all such rights shall be vested with the Beneficial
Owner of the Shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beneficial Owner | 22. Save as herein otherwise provided, the Company shall be entitled to treat the Person whose

of Shares name appears as the Beneficial Owner of the Shares in the records of the Depository as
the absolute owner thereof as regards receipt of Dividends or bonus on Shares, interest/
premium on Debentures and other Securities and repayment thereof or for service of
notices and all or any other matters connected with the Company and accordingly the
Company shall not (except as ordered by a court of competent jurisdiction or as by law
required and except as aforesaid) be bound to recognise any benami trust or equity or
equitable, contingent or other claim to or interest in such Shares, on the part of any other
Person whether or not it shall have the express or implied notice thereof.

The first named | 23. If any Share stands in the name of two or more persons, the person first named in the

joint holder Register of Members and index of Beneficial Owners, shall, as regards receipt of

deemed sole Dividends or bonus or service of notices and all or any other matter connected with the

holder Company, except voting at a Meeting and the Transfer of the Shares, be deemed to be the
sole holder thereof, but the joint holders of a Share, shall severally as well as jointly, be
liable for the payment of all instalments and calls due in respect of such Share and for all
incidents thereof. Provided that not more than four persons shall be registered as joint
holders of any Share. Provided further that in case of the death of one or more of the joint
holders, the survivor or survivors of them shall be the only person or persons entitled to
the Shares unless the Board shall, on request of the survivor/s, decide to recognise the
legal representatives of the deceased joint holder as the persons entitled to the Shares
jointly with the survivors.

Company not | 24. Except as ordered by a court of competent jurisdiction and except to the extent and in the

bound to recognise manner and for the purposes laid down under the Act or as by law required, the Company

any other interest shall not be bound to recognise, even when having notice thereof, any equitable,

in Shares contingent, future or partial interest in any Share, or any right in respect of a Share other
than an absolute right thereto in accordance with these Articles, in the persons from time
to time registered as the holder thereof.

CALLS

Directors may | 25.(1) The Board may, from time to time, subject to the terms on which any Shares have been

make calls issued and subject to the conditions of allotment, by a resolution passed at a Board Meeting
and not by a resolution passed through circulation, make such calls as it thinks fit upon the
Members in respect of all money unpaid on the Shares held by them respectively and each
Member shall pay the amount of every call so made on him to the persons and at the time
and places appointed by the Board.

Revocation of calls | 25.(2) A call may be revoked or postponed at the discretion of the Board.

Calls payable by | 25.(3) A call may be made payable by instalments.

instalments

Restriction on | 26. Unless the terms of issue of Shares otherwise provide, no call shall exceed one-fourth of

power to make the nominal amount of the Shares or be made payable within one month after the last

calls preceding call was payable.

Notice of calls 27. At least 14 days’ notice of any call shall be given by the Company specifying the time and
place of payment and the Person or Persons to whom such call shall be paid.

Calls to date from | 28. A call shall be deemed to have been made at the time when the resolution authorizing such

resolution call was passed at a Board Meeting.

Liability of joint | 29. The joint holders of a Share shall be jointly and severally be liable to pay all calls in respect

holders thereof.

Directors may | 30. The Board may, from time to time, at its discretion, extend the time fixed for the payment

extend time of any call and may extend such time as to all or any of the Members whom, for reason of
residence at a distance or other cause, the Board may deem fairly entitled to such extension
save as a matter of grace and favour.

Calls to carry | 31. If any Member fails to pay any call due from him on the day appointed for payment thereof,

interest or any such extension thereof as aforesaid, he shall be liable to pay interest on the same
from the day appointed for the payment thereof to the time of actual payment at ten per
cent per annum or at such lower rate, if any, as the Board may determine. The Board shall
be at liberty to waive payment of any such interest wholly or in part.

Sums deemed to be | 32. Any sum which by the terms of issue of a Share, becomes payable on allotment or at any

calls

 

 

fixed date, whether on account of the nominal value of the Shares or by way of premium,
shall, for the purpose of these Articles be deemed to be a call duly made and payable and,
in case of non-payable of such sum, all the relevant provisions of these Articles as to the
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had

 

361

 
 

become payable by virtue of a call duly made and notified, but nothing in the Article shall
render it obligatory for the Board to demand or recover any interest from any such
Member.

 

Payment in
anticipation of
calls may carry
interest

33.(1).

The Board may, if it thinks fit, agree to receive from Members willing to advance the same
all or any part of the amounts of their respective Share beyond the sums actually called up
and upon the moneys so paid in advance or upon so much thereof, from time to time and
at any time thereafter, as exceed the amount of the calls then made upon and due in respect
of the Shares on account of which such advance is made, the Board may pay or allow
interest, at such rates as the Members paying the sum in advance and the Board agrees
upon but not exceeding 12% per annum.

 

The Board may
agree to repay
amount advanced

33.(2).

The Board may agree to repay at any time any amount so advanced or may at any time
repay the same upon giving to the Member three months’ notice in writing.

 

Member not
entitled to voting
rights for sum paid
in advance

33.(3).

No Member paying any such sum in advance shall be entitled to voting rights in respect of
the moneys so paid by him until the same would, but for such payment, become presently
payable.

 

LIEN

 

Company shall
have lien on Shares

34.(1).

The Company shall have a first and paramount lien upon all the Shares (other than the
fully paid-up Shares) registered in the name of each Member (whether solely or jointly
with others) and upon the proceeds of sale thereof for all money (whether presently
payable or not) called or payable at a fixed time in respect of such Shares and no equitable
interest in any Share shall be created except upon the footing and subject to the condition
that Article 22 hereof will have full effect. Such lien shall extend to all Dividends and
bonus from time to time declared in respect of such Shares. Unless otherwise agreed,
registration of a Transfer of Share will operate as a waiver of the Company’s lien, if any,
on such Shares. The Directors may at any time declare any Shares wholly or in part to be
exempt from the provisions of the Article.

 

Fully paid Shares
to be free from lien

34.(2).

Fully paid Shares shall be free from all lien and in the case of partly paid Shares, the
Company’s lien shall be restricted to moneys called or payable at a fixed time in respect
of such Shares.

 

Enforcement of
lien on sale

35.

For the purpose of enforcing such lien, the Board may sell the Shares subject thereof in
such manner as it shall think fit subject to the provisions of the Depositories Act and for
that purpose in respect of such Shares, it may authorize one of its Members to execute a
Transfer thereof on behalf of and in the name of such Member, through the Depository.
Provided that no sale shall be made —

 

(a)_Unless a sum in respect of which the lien exists is presently payable, or

 

(b) Until the expiration of fourteen days after a notice in writing, stating and demanding
the payment of such part of the amount in respect of which the lien exists as is
presently payable, has been given to the registered holder for the time being of the
Share or the person entitled thereto by reason of his death or insolvency.

 

Application of
proceeds of sale

36.

The net proceeds of any such sale shall be received by the Company and applied in or
towards payment of such part of the amount in respect of which the lien exists as is
presently payable and the residue, if any shall (subject to a like lien for sums not presently
payable as existed upon the Shares before the sale) be paid to the person entitled to the
Shares at the date of the sale.

 

FORFEITURE OF SHARES

 

Notice by Board if
call or instalment
not paid

37.

If a Member fails to pay any call, or instalment of a call on the day appointed for payment
thereof, the Board may, at any time thereafter during such time as any part of the call or
instalment remains unpaid, serve a notice on him requiring the payment of such part of the
call or instalment as is unpaid, together with any interest which may have accrued thereon.

 

Form of notice

38.

The notice aforesaid shall:

(a) name a future day (not being earlier than the expiry of fourteen days from the date of
service of the notice) on or before which the payment required by the notice is to be
made; and

(b) state that, in the event of non-payment on or before the day so named, the Shares in
respect of which the call was made shall be liable to be forfeited.

 

If default in
payment, Shares to
be forfeited

39,

If the requirements of any such notice as aforesaid are not complied with, any Share in
respect of which the notice has been given may at any time thereafter, before the payment
required by the notice has been made, be forfeited by a resolution of the Board to that
effect.

 

Sale or disposal
of forfeited Shares

40.

A forfeited Share may be sold or otherwise disposed of on such terms and in such manner
as the Board thinks fit. At any time before a sale or disposal as aforesaid, the Board may
cancel the forfeiture on such terms as it thinks fit.

 

 

Liability of ceasing

 

41.

 

(a)_A Person whose Shares have been forfeited shall cease to be a Member in respect of

 

362

 
 

Member

the forfeited Shares, but shall, notwithstanding the forfeiture, remain liable to pay to
the Company all monies which, at the date of forfeiture, were presently payable by
him to the Company in respect of the Shares.

(b) The liability of such Person shall cease if and when the Company shall have received
payment in full of all such monies in respect of the shares.

 

Declaration in
writing

42.

(a) A duly verified declaration in writing that the declarant is a Director, Manager or CS,
and that a Share in the Company has been duly forfeited on a date stated in the
declaration shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the Share;

(b) The Company may receive the consideration, if any, given for the Share on any sale
or disposal thereof and may execute a Transfer of the Share in favour of the Person to
whom the Share is sold or disposed of;

(c) Subject to the provisions of the Depositories Act, the Transferee shall thereupon be
registered as the holder of the Share;

(d) The Transferee shall not be bound to see to the application of the purchase money, if
any, nor shall his title to the Share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the Share.

 

 

 

 

Non-payment of | 43. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of

sum any sum which, by the terms of the issue of a Share, becomes payable at a fixed time,
whether on account of the nominal value of the Share or by way of premium, as if the same
had been payable by virtue of a call duly made and notified.

Provision of | 44. Subject to the provisions of the Act and these Articles, the provisions of forfeiture of

forfeiture to apply Shares shall mutatis mutandis apply to any other Securities including Debentures.

mutatis mutandis

Deposits & calls to | 45. The money if any which the Board of Directors shall on the allotment of any Shares being

be a debt payable made by it require or direct to be paid by way of deposit call or otherwise in respect of any

immediately Shares allotted by them shall immediately on the insertion of the name of the allottee in
the Register of Members or index of Beneficial Owners as the name of the holder of such
Shares become a debt due to and recoverable by the Company from the allottee thereof
and shall be paid by him accordingly.

Liability of | 46. Every Member shall pay to the Company the portion of the Share Capital represented by

Member his Share or Shares which may for the time being remain unpaid thereon in such amounts

at such time or times and in such manner as the Board of Directors shall from time to time
in accordance with the Company’s regulations fix for the payment thereof.

 

DEMATERIALIZATION OF SHARES, AND OTHER SECURITIES

 

Issue and Transfer
of Shares and
other Securities in
electronic form

47.

The Company shall issue or Transfer Shares, and/or Securities only in a dematerialized
form. The Company shall enter into an agreement with the Depository to enable the
Shareholders to dematerialize the Shares and/or Securities, in which event the rights and
obligations of the parties concerned shall be governed by the Depositories Act and the Act
where applicable along with the Rules framed thereunder.

 

Provisions of Articl

TRANSFER AND TRANSMISSION OF SHARES

le 48 to Article 62 are subject to the provisions of a) Article 63 under the heading “Dealing of Shares”

and b) Article 64 under the heading “Valuation”

 

 

 

 

 

 

 

 

Transfer of Shares | 48. Subject to the provisions of the Act and these Articles, the following provisions shall apply
with regard to the Transfer and transmission of Shares.

Form of Transfer | 49. The Transfer of Shares, shall be only in dematerialised form.

Provision of | 50. The Company, the Transferor and the Transferee of the Shares shall comply with the

Section 56 to be provisions of Section 56 of the Act and Rule 9A of Companies (Prospectus and Allotment

complied with of Securities) Rules, 2014 and such other amendments under the law.

Application —_ for | 51.(1). An application for the registration of a Transfer of the Shares in the

Transfer Company may be made either by the Transferor or the Transferee.

Partly paid Shares | 51.(2). Subject to the applicable provisions of Indian Law (including the Depositories Act, if

not to be relevant), where the application is made by the Transferor and relates to partly paid Shares,

Transferred the Transfer shall not be registered unless the Company has given notice of the application

unless notice given to the Transferee in the manner prescribed by Section 56(3) of the Act and the Transferee

to Transferee makes no objection to the Transfer within two weeks from receipt of the notice.

Notice when duly | 51.(3). For the purpose of sub clause (2) above, notice to the Transferee shall be deemed to have

given been duly given if it is dispatched by prepaid registered post to the Transferee at the
address given by the Transferee and shall be deemed to have been duly delivered in the
ordinary course of post.

Company not | 51.(4). Subject to the provisions of the Act, the Company shall incur no liability or responsibility

liable for disregard whatsoever in consequence of its registering or giving effect to any Transfer of Shares

 

 

made or purporting to be made by any apparent legal owner thereof (as shown or appearing

 

363

 
 

of notice of trust

in the Register of Members or index of Beneficial Owners) to the prejudice of Persons
having or claiming any equitable right, title or interest to or in the Shares notwithstanding
that the Company may have had notice prohibiting registration of such transfer and may
have entered such notice or referred thereto in any book of the Company, and the Company
shall not be bound or required to regard or attend or give effect to any notice which may
be given of it of any equitable right, title or interest or be given to it of any equitable right,
title or interest or to be under any liability whatsoever for refusing or neglecting to do so,
though it may have been entered or referred to in some book of the Company but the
Company shall nevertheless be at liberty to regard and attend to any such notice and give
effect thereto if the Board of Directors shall so think fit.

 

Insolvency
liquidation of 01

or
ne

or more joint
holders of Shares

52.

In the case of insolvency or liquidation of any one or more of the Persons named in the
Register of Members or index of Beneficial Owners as the joint holders of any Share, the
remaining holder or holders shall be the only Person or Persons recognized by the
Company as having any title to, or interest in, such Share, but nothing herein contained
shall be taken to release the estate of the Person under insolvency or liquidation from any
liability on Shares held by him, jointly with other Person or Persons.

 

 

 

 

 

 

 

 

Transfer by legal | 53. A Transfer of Shares in the Company of a deceased Member made by his legal

representatives representative shall, although the legal representative is not himself a Member, be as valid
as if he had been a Member at the time of such Transfer.

Transfer books of | 54. The Board shall have the power on giving seven days’ previous notice, by advertisement

Shares & in some newspaper circulated at the place where the Registered Office is located, to close

Debentures the transfer books, the Register of Members or Register of Debenture holders or index of

when closed Beneficial Owners at such time or times and for such period or periods, not exceeding
thirty days at a time and not exceeding in the aggregate forty five days in each year, as it
may deem expedient.

Death of one or | 55. In case of the death of one or more persons named in the Register of

more joint holders Members or index of Beneficial Owners as the joint holders of any Shares, the survivor or

of Shares survivors shall be the only persons recognized by the Company as having any title to or
interest in such Share, but nothing herein contained shall be taken to release the estate of
a deceased joint holder from any liability on Shares held jointly with any other Person.

Title to Shares of | 56. The executor or administrator of a deceased Member or the holder of a succession

deceased Member certificate or the legal representative in respect of the Shares of a deceased Member (not
being one of two joint holders) shall be the only person recognized by the Company as
having any title to the Shares registered in the names of such Members and the Company
shall not be bound to recognize such executor or administrator or holder of a succession
certificate or the legal representative shall have first obtained probate or letters of
administration or succession certificate, as the case may be, from a duly constituted court
or other competent authority in the Union of India provided that, in any case where the
Board in its absolute discretion thinks fit, the Board may, upon such terms as to indemnity
or otherwise as the Board may deem proper, dispense with production to probate or letters
of administration or succession certificate and register under these Articles the name of
any Person who claims to be absolutely entitled to the Shares standing in the name of a
deceased Member.

Registration of | 57. Any Person becoming entitled to any Share in consequence of the death, lunacy,

Persons entitled to bankruptcy, insolvency, liquidation or winding up, as the case may be, of any Member or

Shares otherwise by any lawful means other than by Transfer in accordance with these Articles, may with

than through the consent of the Board (which shall not be under obligation to give) upon producing such

Transfer evidence that he sustains the character in respect of which he proposed to act under these
Articles or of his title as the Board shall require, and upon giving such indemnity as the
Directors shall require, either be registered as a Member in respect of such Share or elect
to have some Person nominated by him and approved by the Board registered as a Member
in respect of such Shares provided nevertheless that if such Person shall elect to have his
nominee registered, he shall testify his election by executing in favour of his nominee an
instrument of Transfer in accordance with the provision herein contained and until he does
he shall not be freed from any liability in respect of such Share. This clause is herein
referred to as the transmission clause.

Refusal to register | 58. Subject to the provisions of the Act and these Articles, the Board shall have the right to

Person becoming refuse to register a Person entitled to any Share under Article 59 or his nominee as if he

entitled to Shares were the Transferee named in an ordinary Transfer.

on transmission

Directors entitled | 59. The Board shall be entitled to decline to register more than four persons as the holders of

to refuse

to

 

 

 

364

 
 

register more than
four joint holders

any Shares.

 

 

 

 

 

Persons entitled to | 60. A Person entitled to a Share by transmission shall, subject to the right of the Board to
Share by retain such Dividends or moneys as hereinafter provided, be entitled to receive and may
transmission may give a discharge for any Dividends or other moneys payable in respect of the Share.
receive Dividends

without being

registered as

Members

No fee for | 61. No fee shall be charged for registration of Transfer, probate, succession certificate, letters
Registration of of administration, certificate of death or marriage, power of attorney or other similar
Transfer, documents.

transmission

Registers of | 62 The Company shall keep a book, to be called the “Register of Transfers and Transmission’
Transfer and and therein shall be fairly and distinctly entered particulars of every Transfer or
transmission of transmission of any Shares.

Shares held in

dematerialised

form

Dealing of Shares | 63. A. Exclusivity of Articles

 

 

Each of Articles 63.6, 63.8 and 63.9 is exclusive and the provisions of one of these
Articles may only be relied upon by any Shareholder to the extent that the provisions
of none of the other Articles is at the same time being relied upon by the same or
another Shareholder.

 

B. General res n_on Transfer of Shares

During the term of the Agreement, no Shareholder or Nominee Shareholder will deal
with any Shares or any interest therein, or Transfer any Shares now or hereafter held
by it, except in accordance with the Agreement or these Articles. A purported Transfer
of any Shares in violation of the Agreement or these Articles will not be valid, and
the Company will not register, nor permit any transfer agent to register any such
Shares on the securities register of the Company. No voting rights attaching to or
relating to such Shares will be exercised, no purported exercise of such voting rights
will be valid or effective, and no Dividend or distribution will be paid or made on
such Shares. Each Shareholder or Nominee Shareholder who purports to Transfer any
Shares in violation of the Agreement or these Articles agrees to donate and hereby
donates to the Company all Dividends and distributions paid or made on such Shares
during the period of such prohibited Transfer. The provisions of the immediately
preceding sentence are in addition to, and not in lieu of, any other remedies to enforce
the provisions of the Agreement or these Articles.

C. Permitted Transfers

A Shareholder may Transfer any Shares owned by it only:

(a) To an Affiliate in accordance with Article 63.4:

(b) To a lender in accordance with Article 63.5;

(c) To a member of the other Group in accordance with Clause 2.3 of Shareholders’
Agreement and Articles, 63.6, 63.8 or 63.9, as applicable;

(d) To a Third Party in accordance with Clause 2.3 of Shareholders’ Agreement and
Articles 63.6, 63.7, 63.8 or 63.9, as applicable; or

(e) To any employee of the Company pursuant to any Board approved share option
or purchase plan.

D. Permitted Transfers within Groups
(a) Subject to the provisions of the Article 63.4, either Group may at any time or

from time to time Transfer any of its Shares to other members of its Group.

(b) A Group seeking to Transfer Shares in accordance with the Article 63.4 must
provide 21 (twenty-one) days’ advance written notice of the Transfer to the other
Group.

(c) Before the completion of any Transfer contemplated by the Article, the
Transferee will execute and deliver an instrument, in form and substance
satisfactory to the other Group, acting reasonably, in which it;

(i) makes representations and warranties that are, in substance, the same as the
representations and warranties made by the Shareholders under the
Agreement, and agrees to be bound by the terms of the Agreement as if it

 

365

 
 

 

 

 

were an original signatory to the Agreement;

(ii) provides that the Transferred Shares will be deemed for all purposes of the
Agreement to be Shares of ABCL or Sun Life India, as applicable, while
ABCL or Sun Life India is a Shareholder, such that any Person will be
entitled to deal with ABCL or Sun Life India with respect to those Shares
as if the Shares were held by ABCL or Sun Life India, as applicable; and

(iii) grants to ABCL or Sun Life India, as applicable, the right to vote in respect
of the Shares Transferred to the Transferee at all meetings of the
Shareholders, and the right to execute all documents and do all things that
a Shareholder is permitted or required to do under the Agreement.

(d) Before the completion of any Transfer contemplated by the Article, either
ABCL(on behalf of the Aditya Birla Conglomerate, if a member of that Group is
the Transferor) or Sun Life Canada (on behalf of the Sun Life Group, if a member
of that Group is the Transferor), will execute and deliver an instrument, in form
and substance satisfactory to the other parties, acting reasonably, in which it:

(i) _ represents and warrants that (A) the Group Controls the Transferee and the
particulars as to the manner in which it does so, (B) the number of Shares
constituting a Controlling interest by the Group member in the capital of
the Transferee are not subject to the terms of any agreement that provides
for the manner in which those shares of the capital of the Transferee are to
be voted, and (C) the owner of that number of shares constituting a
Controlling interest of the Transferee is entitled, without restriction, to
exercise all voting rights attached to that number of shares constituting a
Controlling interest in the capital of the Transferee; and

(ii) covenants that (A) it will ensure that the representations and warranties set
out in Article 63.4(d)(i) will continue to be true and correct at all times and
(B) it will guarantee the performance by the Transferee of all of its
obligations under the Agreement and these Articles.

(e) Before the Transferee to which Shares have been Transferred pursuant to the
Article 63.4 ceases to be a member of the applicable Group, it must Transfer the
Shares back to the Transferor or to the another member of the applicable Group
in accordance with the Article 63.4, failing which it will be deemed to be in
default of a material obligation under the Agreement and these Articles and the
provisions of Article 63.9 will apply.

Pledge of Shares

No Shareholder or Nominee Shareholder may mortgage, create a security interest in,
pledge or otherwise encumber any Shares owned by it as security for a bona fide loan
from a lender at any time during the term of the Agreement and the Articles, unless it
receives the written consent of the other Group, which consent may not be
unreasonably withheld, and unless the lender has agreed by written instrument, in
form and substance satisfactory to the Parties, acting reasonably, that the lender will
deal with the Shares only in accordance with the terms of the Agreement and these
Articles as if the lender was a Shareholder, and that preserves the other Shareholders’
rights and entitlements under the Agreement and these Articles to acquire the pledged
Shares in accordance with the terms of the Agreement and these Articles.

Right of First Refusal

(a) Subject to Article 63.6(i), if at any time a Shareholder who is a member of a
Group (“Seller”) receives and, subject to compliance with the provisions of the
Article 63.6, conditionally accepts from a Third Party, acting as principal, and
dealing at arm’s length with the Seller, a bona fide written offer (“Third Party
Offer”) to purchase for cash all, but not less than all, of the Shares then held by
the Seller’s Group, together with the Shareholder Loans, if any, held by the
Seller’s Group, then the provisions of Articles 63.6 and 63.7 will apply.

(b) The Seller will deliver a notice in writing (“Notice of Sale”) to a member of the
other Group (“Other Group”) offering to sell to the Other Group the Shares
owned by the Seller’s Group and Shareholder Loans, if any, at the same price and
in all other respects on the same terms and conditions as provided in the Third
Party Offer, which terms and conditions must reasonably be capable of being
satisfied by the Other Group. The Notice of Sale will also state that the Seller’s
Group has received an offer that it is willing and able to accept, that the offer is
bona fide and is made by a Person with whom the Seller’s Group is dealing at
arm’s length, and will contain a representation and warranty that no event of the
kind referred to in Article 63.6(i) has occurred with respect to the Seller. The
Seller will deliver with the Notice of Sale a true copy of the Third Party Offer

 

366

 
 

 

 

 

©

(d)

()

@

(g)

(hy

@

and, if the Third Party is a company, the names of the principal owners and all

Persons that Control the Third Party, officers and directors (or equivalent) of the

Third Party, and any other information with respect to the financial capacity of

the Third Party in the possession of the Seller. The offer contained in the Notice

of Sale will be irrevocable except with the consent of the Other Group, and will
be open for acceptance for a period of 90 (ninety) days after the date upon which
the Notice of Sale is received by the Other Group (the “Acceptance Period”).

The Other Group will have the right, exercised by notice in writing to the Seller

during the Acceptance Period:

(i) _ to accept the offer contained in the Notice of Sale for all the Seller’s Shares,
upon the terms and conditions contained in the Third Party Offer
(“Acceptance Notice”);

(ii) to agree that the Seller’s Group may sell to the Third Party all of the Shares
owned by it on the terms and conditions contained in the Third Party Offer
and, if the Other Group so elects, to exercise the piggy-back right by
accepting the Piggy-Back Offer as described in Article 63.7; or

(iii) to agree that the Seller’s Group may sell to the Third Party all of the Shares
owned by it on the terms and conditions contained in the Third Party Offer,
provided that, contemporaneously with the completion of the sale to a Third
Party and the person Controlling the Third Party must become subject to all
of the obligations of the Seller and its Group under the Agreement and these
Articles, as applicable, and subject to the next sentence agree to be bound
by the provisions of the Agreement and these Articles. The Parties agree
that the Third Party will not be entitled to the rights under the Article 63.6
or Articles 66, 67(a), 127, 129, 130, 80(1), 86, 155, 125, Clauses 2.3 and
6.3 of Shareholders’ Agreement but, for the avoidance of doubt, it is
clarified that such Third Party will be subject to the obligations set out in
those Articles.

If the Other Group gives an Acceptance Notice, the sale of the Shares (and

Shareholder Loans, if applicable) to a member of the other Group will be

completed in accordance with the terms of the Third Party Offer. However, the

in ability of the Other Group by reason of the application of Indian Law to hold
any interest in Shareholder Loans, will not disentitle it from exercising its rights

under Article 63.6(c).

If the Other Group gives the notice referred to in Article 63.6(c)(ii) within the

Acceptance Period, the sale of the Shares (and the Shareholder Loans, if

applicable) by the Seller’s Group and the Other Group to the Third Party will be

completed concurrently in accordance with the terms of the Third Party Offer and
the Piggy-Back Offer, if applicable.

If the Other Group gives the notice referred to in Article 63.6(c)(iii), the Seller

may accept the Third Party Offer and, subject to compliance with the Article 63.6,

may sell its Group’s Shares (and shareholders Loans, if applicable) in accordance

with the terms of the Third Party Offer within a period of 90 (ninety) days
following the expiry of the Acceptance Period at a price not lower than the offer
price and on other terms not more favorable than the terms in the Notice of Sale,
failing which the provisions of the Agreement and these Articles will again apply
to any proposed Transfer of Shares, and so on from time to time. The Parties
acknowledge and agree that a Group that does not exercise its rights under the

Article 63.6 may nevertheless purchase Shares offered for sale by the Seller by

way of an IPO.

If the Seller does not receive an Acceptance Notice from the Other Group within

the Acceptance Period confirming its agreement to purchase all (but not less than

all) of the Seller’s Shares, it will be deemed to have given the notice under Article
63.6(c)(ii).

To permit the practical implementation of the Article 63.6, no Shares may be

Transferred in accordance with the Article 63.6 by any Shareholder as part of or

incidental to the sale of any other assets or any other transaction.

The Seller will not be entitled to deliver a Notice of Sale during 180 (one hundred

and eighty) days from the date on which an Event of Default with respect to it

has occurred or an event has occurred that, with notice or lapse of time, would
constitute an Event of Default. After the expiry of that 180 (one hundred and
eighty)day period, the Seller will be entitled to deliver a Notice of Sale so long
as the provisions of Article 63.9 have been complied with and the Shares are not
being purchased pursuant to that Article. In addition, a Seller will not be entitled
to deliver a Notice of Sale if a Buy/Sell Notice has been given by a member of
the other Group under Article 63.8.

 

367

 
 

 

 

 

G.

(j) All notices under the Article 63.6 will be given concurrently to all Shareholders
and to the Company.

(k) The Parties agree that if any member of either Group has agreed to purchase
Shares and is restricted by reason of operation of any requirement of Indian Law
or the laws, regulations or policies of any other applicable jurisdiction from
purchasing these Shares under the Article 63.6, then that Group will be entitled
to assign its right to purchase these Shares to any Third Party or Third Parties.

Piggy-Back Rights

(a) Unless the Other Group waives the requirements in the Article 63.7, the Seller
referred to in Article 63.6 will not be entitled to deliver a Notice of Sale unless
the Notice of Sale contains or is accompanied by an offer by the Third Party to
purchase all but not less than all of the Shares and Shareholder Loans, if
applicable, held by the Other Group (“Piggy-Back Offer”). The Piggy-Back
Offer will contain terms and conditions identical to those contained in the Third
Party Offer, except that the obligations of the Third Party under the Piggy-Back
Offer may be conditional upon completion of the transaction contemplated in the
Notice of Sale. The Piggy-Back Offer will be irrevocable except with the consent
of the Other Group, and will be open for acceptance within the Acceptance
Period.

(b) On a sale of Shares pursuant to the Article 63.7, the Other Group will only be
required to provide to the Third Party covenants, representations and warranties
relating to its Share ownership. Nothing contained in the Agreement and these
Articles will be deemed to make any of the selling Shareholders responsible for
representations or warranties provided exclusively by another selling
Shareholder.

Termination of Joint Ownership: Buy/Sell Rights

(a) Subject to Article 63.8(i), if at any time either ABCL or Sun Life Canada is
dissatisfied with the joint venture relationship in respect of the Company, then
Sun Life Canada or ABCL may deliver a written notice (the Group delivering
this notice being for the purpose of the Article, the “Seller”) to the other
(“Purchaser”) to that effect. Concurrently with the delivery of this notice, the
Party delivering the notice will refer the matters giving rise to the dissatisfaction
for discussions and consultation by the chairman of the Aditya Birla
Conglomerate and the chief executive officer of Sun Life Canada.

(b) If the chairman of the Aditya Birla Conglomerate and the chief executive officer
of Sun Life Canada are unable to resolve the dissatisfaction within 90 (ninety)
days of the date of the notice referred to in Article 63.8(a), the Groups will
determine the Fair Value of the Shares in accordance with Article 66 and Clause
5.1 of the Shareholders’ Agreement.

(c) Once the Fair Value of Shares is determined, the Purchaser may offer to purchase
all, but not less than all, of the Shares beneficially owned by the Seller at that
price.

(d) If:

(i) _ the Purchaser does not for any reason agree, within 60 (sixty) days of the
date on which Fair Value was determined, to purchase the Seller’s Shares
at the Fair Value (it being understood that the Groups will provide for a
reasonable period of time for closing of such purchase and sale transaction,
not to exceed 4 (four) months), provided that if such closing does not occur
within such agreed time period, the Parties will proceed to the steps outlined
in the balance of the Article 63.8; or

(ii) the Seller does not for any reason agree, within 60 (sixty) days of the date
on which Fair Value was determined, to sell its Shares to the Purchaser at
the Fair Value, then the Seller will have 90(ninety) days to locate a Third
Party Purchaser satisfactory to the Purchaser, acting reasonably, to purchase
all the Shares beneficially owned by the Seller. The provisions of Clause
5.2 (Closing) of the Shareholder Agreement will apply to any such
transaction.

(e) If ABCL and Sun Life Canada are unable to agree upon a satisfactory Third Party
purchaser within the 90 (ninety) day period referred to in Article 63.8(d), then
ABCL and Sun Life Canada will have an additional 30(thirty) days from the end
of the 90-day period to attempt to resolve the disagreement. On any day between
the first Business Day and the thirtieth Business Day after the end of the aforesaid
30 (thirty) day period, each of ABCL and Sun Life Canada will be entitled to
advise the other by written notice (a “Buy/Sell Notice”; for the purposes of the

 

368

 
 

 

 

 

@

(s)

(h

a
(w)

Article, the Party issuing the Buy/Sell Notice is the “Offeror’”) of the price per
Share at which the Offeror is prepared to purchase all but not less than all of the
shares owned by the other Group or, if the Party receiving the offer (the
“Offeree”) so elects, at which the Offeror is prepared to sell all of the Shares
beneficially owned by its Group to the Offeree or its Affiliates. Any buy/sell
Notice delivered pursuant to the Article 63.8(e) will constitute the Offeror’s
irrevocable offer either:

¢ to purchase all of the Shares beneficially owned by the Offeree’s Group; or

¢ to sell to the Offeree or any of its Affiliates all of the Shares beneficially
owned by the Offeror’s Group,

in each case in cash at the price set out in the Buy/Sell Notice. If each Group
delivers a Buy/Sell Notice to the other, the first in time (as evidenced by the time
of transmission in the case of a electronic transmission or by the date and time of
receipt in the case of personal delivery) will be deemed to be the Buy / Sell Notice
for the purpose of the Article 63.8(e), and the Group delivering the Buy/Sell
Notice will be the Offeror for these purposes.

The Buy/Sell Notice will contain a representation and warranty that no event of
the kind referred to in Article 63.8(i) has occurred with respect to the Offeror or
any member of the Offeror’s Group.

The Offeree will be deemed to have accepted the Offeror’s offer to purchase as
set out in Article 63.8(e)(i) and the Buy/Sell Notice unless the Offeree delivers
within 60(sixty)days of receipt of the Buy/Sell Notice, written notice to the
Offeror advising the Offeror of the Offeree’s election to purchase all of the Shares
beneficially owned by the Offeror’s Group at the price per Share as set out in the
Buy/Sell Notice, in which case the Offeree will be deemed to have accepted the
Offeror’s Group’s offer to sell its Shares to the Offeree.

The closing of the purchase and sale transaction contemplated in Article 63.8(g)
will occur within 90 (ninety) Business Days of receipt of the Buy/Sell Notice by
the Offeree, and the provisions of Clause 5.2 (Closing) of the Shareholders
Agreement will apply to that transaction.

ABCL, Sun Life India and Sun Life Canada will not be entitled to deliver a
Buy/Sell Notice during 180 (one hundred and eighty) days from the date on which
an Event of Default with respect to it has occurred or an event has occurred which,
with notice or lapse of time, would constitute an Event of Default. After the
expiry of that 180(one hundred and eighty) day period, ABCL or Sun Life Canada
will be entitled to deliver a Buy/Sell Notice so long as the provisions of Article
63.9 have been complied with and the Shares are not being purchased pursuant
to that Article. In addition, neither Group will be entitled to deliver a Buy/Sell
Notice if a Notice of Sale has been given by the other Group under Article 63.6.
All notices under the Article 63.8 will be given concurrently to both Groups and
to the Company.

The Parties agree that if any member of either Group has agreed to purchase
Shares and is restricted by reason of operation of any requirement of Indian Law
or the laws, regulations or policies of any other applicable jurisdiction from
purchasing these Shares under the Article 63.8, then that Group will be entitled
to assign its rights to purchase these shares to any Third Party or Third Parties.

Sale on Event of Default

(a)

Notwithstanding any other provision of the Agreement, if an Event of Default
(defined below) occurs with respect to ABCL or any of its Principals, on the one
hand, or with respect to Sun Life India or its Principal, on the other hand (in either
case, the “Defaulting Party”) then, subject to applicable laws and regulations,
Indian Law and these Articles, Sun Life India, where ABCL or any of its
Principals is the Defaulting Party, or ABCL, where Sun Life India or its Principal
is the Defaulting Party (in either case, the “Aggrieved Party”) will be entitled,
without prejudice to any other rights or remedies such Aggrieved Party may have
in respect of such default (including the right to claim damages), at its sole option
and upon written notice to the Defaulting Party, to purchase or to cause a Third
Party designated by it to purchase all (but not less than all) the Shares held by the
Defaulting Party’s Group for cash at (i) Fair Value or (ii) in the case of any Event
of Default committed by a Defaulting Party under Article 63.9(a)(i), 63.9(a)(vi),
63.9(a)(vii), at 90% of the Fair Value, which Fair Value will be determined in
accordance with Article 64 and Clause 5.1 of the Shareholders’ Agreement. The

 

369

 
 

 

 

 

(b)

©

giving of this notice will constitute a binding obligation of the Aggrieved Party

to purchase, and the Defaulting Party to sell, all of the Shares held by the

Defaulting Party’s Group. Alternatively, the Aggrieved Party may require the

Defaulting Party to purchase all of the Shares beneficially owned by the

Aggrieved Party’s Group for cash at (i) Fair Value or (ii) in the case of any Event

of Default committed by a Defaulting Party under Article 63.9(a)(i), 63.9(a)(vi),

63.9(a)(vii) or 63.9(a)(viii), at 110% of the Fair Value, which Fair Value will be
determined in accordance with Article 64 and Clause 5.1 of the Shareholders’

Agreement. In this case, the giving of this notice will constitute a binding

obligation of the Defaulting Party to purchase, and the Aggrieved Party to sell,

all of the Shares held by the Aggrieved Party’s Group. An “Event of Default”
will be deemed to have occurred with respect to a Shareholder if:

(i) _ the Shareholder or any of its Principals fails to observe or perform any of
its material obligations under the Agreement or any instrument or document
delivered pursuant to the Agreement, or fails to perform or observe the
award or order of an arbitration proceeding under Clause 7.1 of the
Shareholders’ Agreement and (in either case) such failure, if capable of
remedy, is not remedied or, if not capable of remedy, is not waived, in either
case within 60 (sixty) days after written notification thereof by any other
Party; or

(ii) the Shareholder or any of its Principals becomes or is adjudicated or
declared bankrupt or insolvent, or convenes a meeting of its creditors or
proposes or makes any arrangement or composition with, or any assignment
for the benefit of, its creditors or a meeting is convened for the purpose of
considering a resolution or other steps are taken for its winding up or such
Shareholder ceases or threatens to cease wholly or substantially to carry on
its business; or

(iii) an encumbrancer takes possession of, or a trustee, receiver or similar officer
is appointed in respect of, all or a substantial part of the business or assets
of any Shareholder or any of its Principals or distress or any form of
execution is levied or enforced upon or sued out against any such assets and
is not discharged or stayed within 30 (thirty) days; or

(iv) anything analogous to the circumstances described in Article 63.9(a)(ii) or
63.9(a)(iii) above occurs in respect of any Shareholder or its Principal under
the laws of any applicable jurisdiction; or

(v) the Shareholder or any of its Principals admits its inability to pay debts
generally as they become due or otherwise acknowledge insolvency; or

(vi) any representation and warranty of the shareholder or any of its Principals
contained in the Agreement, or in any instrument or document delivered
pursuant to the Agreement at any time hereafter, is or becomes not true and
correct in any material respect and the Shareholder or Principal has not
taken all necessary steps, to the satisfaction of the other Shareholders and
the Company, acting reasonably, to ensure that the representation and
warranty becomes true and correct no later than 30 (thirty) days after receipt
by such shareholder or Principal of notice from any other Party that the
representation and warranty is not true and correct; or

(vii) default occurs under any loan or obligation for which security has been
granted by way of a mortgage, hypothecation or a pledge of, or the granting
of a security interest, in (A) any shares held by the Shareholder or (B) any
Shares or Securities of, or other interest in, any member of a group, which
directly or indirectly owns any Shares, in each case with the result that,
absent any provision of the Agreement and upon compliance with
applicable law, the lender or oblige could realise upon such security; or

(viii)in the case of ABCL, it ceases to be Controlled by the Aditya Birla
Conglomerate or, in the case of Sun Life India, it ceases to be Controlled
by the Sun Life Group.

A Defaulting Party will give notice to the other Parties that an event has occurred

with respect to it, which constitutes an Event of Default or which would, if such

event is not corrected or remedied or otherwise resolved to the satisfaction of the
other Shareholders as contemplated above, constitute such an Event of Default.

This notice will be given forthwith after the occurrence of the particular event.

The Parties agree that if any member of either Group has agreed to purchase

Shares and is restricted by reason of operation of any requirement of Indian Law

or the laws, regulations or policies of any other applicable jurisdiction from

purchasing these Shares under the Article 63.9, then that Group will be entitled
to assign its rights to purchase these Shares to any Third Party or Third Parties.

 

370

 
 

J. Covenant by Principals as to Shares in controlled Shareholders

 

Each Principal agrees that it will not deal with any shares or any interest therein or
Transfer any shares of any person Controlled, directly or indirectly, by it that owns
Shares, and that it will not mortgage, hypothecate, pledge or grant a security interest
in any shares of any Person Controlled, directly or indirectly, by it that owns Shares
in any way that will cause any of the representations and warranties contained in
Clause 2.1 of the Shareholders’ Agreement to become untrue or incorrect, except with
the prior written consent of the other Group, which will not be unreasonably withheld.

 

Valuation

(a) The Parties agree that any Transfer of Shares between the Groups will be at Fair Value
unless otherwise specifically provided in the Agreement and these Articles.

(b) The Fair Value of Shares will be determined on the basis of the price at which a
reasonably prudent and informed vendor, not under compulsion to sell, would be
prepared to sell the Shares to be purchased, and at which a reasonably prudent and
informed purchaser, not under any compulsion to purchase, would be prepared to
purchase such Shares. In determining Fair Value, there will not be taken into account
any expropriation premium, discount for minority or premium for Controlling
interest. The Fair Value shall be determined by an independent valuer appointed as
contemplated in the Shareholders’ Agreement and using basis, methodology and
assumptions set out in the Shareholders’ Agreement or as may otherwise be agreed
between the Groups in writing.

 

BORROWING POWERS

 

Power to borrow

65.

Subject to the provisions of the Act, the Board may, from time to time at its discretion, by
a resolution passed at a Board Meeting, receive deposits or loans from members either in
advance of call or otherwise and generally raise or borrow money by way of deposits,
loans, overdrafts, cash credit or by issue of bonds, Debentures or debenture stock
(perpetual or otherwise) or in any other manner or from any person, firm, company, co-
operative society and corporate body, bank, institution, Government or any authority or
any other body for the purpose of the company and may secure the payment of any sums
of money so received, raised or borrowed provided that the moneys to be borrowed
together with the moneys already borrowed by the Company (apart from temporary loans
obtained from the Company’s banker in ordinary course of business) shall not at any time
except with the consent of the Company by way of special resolution in general meeting
exceed the aggregate of the paid-up share capital of the Company, free reserves and
securities premium, as defined under the Act.

 

RELATIVE SHARE OWNERSHIP

 

 

Relative
Ownership

Share

 

66.

 

(a) The Parties will comply with Indian Law and, in particular, those requirements with

respect to the equity participation of foreign shareholders in joint venture companies.

Subject to the terms of the Agreement or these Articles, if either Group owns fewer

Shares than the other Group other than voluntarily, it will continue to enjoy its rights,

entitlements and benefits under the Agreement and these Articles.

The Parties agree that other than as may be required by Indian Law or with the consent

of both Groups, and subject to Article 66 (c):

(i) the Aditya Birla Conglomerate will always own at least 51% of the total number
of Shares held by both Groups in the aggregate;

(ii) the Sun Life Group will not at any time own more than 49% of the total number
of Shares held by both Groups in the aggregate; and

(iii) the Sun Life Group will at all times own more Shares than any other Shareholder
or group of Affiliated Shareholders (other than the Aditya Birla Conglomerate).

(iv) The Parties agree that the foregoing will apply at all times that a member of each
Group is a Shareholder in the Company before an IPO, including in the event that
the Company has other Shareholders. However, a voluntary reduction in share
capital by the Aditya Birla Conglomerate will not require the Sun Life Group to
reduce its Shareholding interest.

The Sun Life Group will in no circumstances be required to dilute its interest to below

26% of the Share Capital in the Company. For the avoidance of doubt and

notwithstanding any other provision of the Agreement and these Articles, the Parties

agree that without Sun Life India’s prior written consent, no other foreign Person may

directly or indirectly own any Shares as a result of any transaction undertaken by

ABCL or any other member of the Aditya Birla Conglomerate from time to time, or

otherwise, if the same results in a dilution of the Sun Life Group's Shareholding in the

Company to below 26% of the Share Capital.

(d) Each of ABCL and Sun Life Canada intend that any dilution of their respective

(b

a

 

371

 
 

Group's Shareholding in the Company be proportionate to their Shareholding
interests.

 

GROUPS’ PARTICIPATION IN AND RELATIVE INTERESTS UPON AN IPO

 

 

Groups’
participation in
and relative

interests upon an
IPO

 

67.

 

(a)

(b)

(c)

@

(e)

()

If the Company undertakes an IPO (either in conjunction with the divestiture

described in Clause 2.3(a)(ii) of the Shareholders’ Agreement or otherwise, (i) each

of the Aditya Birla Conglomerate and the Sun Life Group will have the first right to
offer their respective Shares in such IPO by way of an offer for sale, in proportion to
their existing Shareholding in the Company, and (ii) the Shareholding of the Aditya

Birla Conglomerate and the Sun Life Group, following the IPO, will not be less than

26% of the Share Capital each.

For the purposes of the IPO, the Company will, with the prior written approval of

both, Aditya Birla Conglomerate and the Sun Life Group, appoint one or more

merchant banker (s) of national / international repute (“Merchant Banker(s)”). The
terms and conditions of such IPO including the size of the IPO|, the price band, the
issue price of the Shares and related matters will be determined in consultation with
the Merchant Banker(s), subject to the prior written approval of each of the Aditya

Birla Conglomerate and the Sun Life Group.

If, in the context of an IPO, the Securities and Exchange Board of India (the “SEBI”),

the Stock Exchange(s) or any other regulatory authority is of the view that (i) any of

the rights contained in the Agreement and or these Articles granted to either of the

Aditya Birla Conglomerate or the Sun Life Group should be deleted either from the

Agreement or from these Articles or from both, or (ii) the Agreement should be

terminated and its corresponding provisions in these Articles should be deleted, then

the Parties agree to make such representations and make the requisite disclosures to
such authority as may be required by the Aditya Birla Conglomerate or the Sun Lifer

Group, as the case may be, to dispel or correct such view.

In the event that the Parties are agreeable to (i) the requisite amendments to the

Agreement and/or these Articles, as the case may be (the “Imposed Amendments”);

or (ii) the termination of the Agreement and the deletion of its corresponding

provisions in these Articles, as the case may be, each of the Company, the Aditya

Birla Conglomerate and the Sun Life Group unconditionally and irrevocably agree

that,

(i) in the event the DRHP is not filed with SEBI within three (3) months from the
date of appointment of the Merchant Banker(s);

(ii) in the event the final observations on the DRHP are not received from SEBI
(“SEBI Card”) within two (2) months from the date of filing the DRHP with
SEBI;

(iii) in the event the IPO is not completed within a period of one (1) year from the
date of receipt of the SEBI Card; or

(iv) at any time after the IPO.

(v) upon receipt of a written request from either of the Aditya Birla Conglomerate
and/or the Sun Life Group and upon the happening of any of the aforementioned
events, (i) the rights of the Aditya Birla Conglomerate or the Sun Life Group,
prior to the Imposed Amendments (the “Pre-Imposed Amendment Rights”)
will be reinstated into the Agreement and/or these Articles, as the case may be,
in accordance with the provisions of applicable law; or (ii) the Parties will enter
into a shareholders’ agreement containing the terms and conditions of the
Agreement and will ensure the insertion of its corresponding provisions in these
Articles, in accordance with the provisions of applicable law.

Each of the Aditya Birla Conglomerate, the Sun Life Group and the Company will
provide all the necessary assistance and will undertake all steps to ensure that (i) the
Pre-Imposed Amendment Rights are reinstated into the Agreement and/or these
Articles of Association, as the case may be; or (ii) a shareholders’ agreement is entered
into containing the terms and conditions of the Agreement and its corresponding
provisions are inserted in these Articles, in accordance with the provisions of
applicable law. For this purpose, the Company agrees and undertakes to procure, and
each of the Aditya Birla Conglomerate and the Sun Life Group shall cause the
Company to call for, an extra-ordinary general meeting of the Shareholders to seek
the approval of the Shareholders for the purpose of incorporating the Pre-Imposed
Amendment Rights into these Articles, as may be required under Indian Law.

In the event of an IPO or any subsequent offer for sale after the IPO involving the
preparation of an offer document (““Post-IPO OFS”), in which ABCL and/or Sun Life
India offers any of its Shares by way of an offer for sale, the Company agrees to
indemnify and hold harmless ABCL and/or Sun Life India, as the case may be, for

 

372

 
 

including their respective Shares in such offering, from and against and losses caused
by any untrue statement of a material fact contained in any statement or prospectus
relating to such secondary offering, or caused by any omission to state therein a
material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses are caused by any such untrue statement
or omission based upon information provided in writing by ABCL and/or Sun Life
India, as the case may be, or any information furnished in writing to the Company by
or on behalf of ABCL and/or Sun Life India, as the case may be, expressly for use
therein. Subject to the above, any liability arising out of the IPO or the Post-IPO OFS
shall in the first instance be indemnified by the Company in accordance with this
clause.

(g) If.an IPO is only by way of a fresh issue of Shares by the Company, then all fees and
expenses required to be paid in respect of the IPO including those for any Merchant
Banker(s), underwriters, book-runners, registrars or other intermediaries involved in
any manner in relation to the IPO will be borne and paid for by the Company.
However, if the IPO includes an offer for sale component by the Aditya Birla
Conglomerate and/or the Sun Life Group, all underwriting costs relating to and
associated with such offer for sale will be proportionately borne by the Aditya Birla
Conglomerate and/or the Sun Life Group, as the case may be, to the extent of the
Shares offered by it in the IPO.

(h) ABCL and Sun Life India are and shall be the only “Promoters” of the Company.

 

 

 

 

 

 

 

 

 

 

 

GENERAL MEETING
Annual General | 68. The Company in each year shall hold a General Meeting as its Annual General Meeting in
Meeting addition to any other meetings in that year.
Extension of time | 69 Nothing contained in the foregoing provisions shall be constructed as affecting the rights
for holding Annual conferred upon the Registrar under the provisions of Section 96 of the Act to extend the
General Meeting time within which any Annual General Meeting may be held.
When and where | 70. All General Meetings will be held in Mumbai unless the Shareholders otherwise agree in
Annual General respect of any Shareholders’ meeting other than an Annual General Meeting.
Meetings and Every Annual General Meeting shall be called during business hours, that is, between 9
General Meetings . . ?
to be called a.m. and 6 p.m. on any day that is not a national holiday and shall be held either at the
Registered Office or at some other place within the city, town or village in which the
Registered Office is situated:
Provided that the Annual General Meeting may be held at any place in India if consent is
given in writing or by electronic mode by all the Members in advance:
General Meeting other than Annual General Meeting may be held at the Registered Office
or at any place within India.
Expenses to be | 71. Shareholders’ representatives will not be paid any remuneration for their attendance at
borne by Shareholders' Meetings. Each Shareholder will be responsible for all expenses (including
Shareholders travel and lodging) of its representatives incurred in connection with attending Meetings
of the Shareholders.
Place of keeping & | 72. The Register of Members and index of Beneficial Owners, the Register of Debenture
inspection of holders, and copies of all annual returns (alongwith copies of all certificates and
registers and documents required to be annexed to such annual return) prepared under Section 92 of the
returns Act, shall be kept at the Registered Office. Provided that such registers, returns and copies
of certificates and documents may instead of being kept at the Registered Office, be kept
at such other place if —
(a) such other place has been approved for this purpose by a Special Resolution passed
by the Company in a General Meeting; and
(b) the Registrar has been given in advance a copy of the proposed Special Resolution.
Extraordinary 73. The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall
General Meeting do so upon a requisition in writing by any one or more Members holding in the aggregate
not less than one tenth of such of the paid up Share Capital as at that date carries the right
of voting in regard to the matter in respect of which the requisition has been made.
Requisition of | 74. Any requisition so made by Members shall set out the matters for the consideration of

Members to state

 

 

which the Meeting is proposed, shall be signed by the requisitionists, and shall be

 

373

 
 

matters for
consideration

deposited at the Registered Office provided that such requisition may consist of several
documents in like form each signed by one or more requisitionists.

 

 

 

 

 

 

 

 

 

 

 

 

 

On receipt of | 75. Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary

requisition General Meeting and if it does not proceed within twenty one days from the date of the

Directors to call requisition being deposited at the Registered Office, to cause a Meeting to be called on a

Meeting and in day not later than forty five days from the date of deposit of the requisition, the

default requisitionists, or such of their number that represents either a majority in a value of the

requisitionists may paid up Share Capital held by all of them or not less than one tenth of such of the paid up

do so Share Capital, whichever is less, may themselves call the Meeting and the Meeting so
called shall be held within three months from the date of the deposit of the requisition of
the aforesaid.

Meeting called by | 76. Any Meeting called under the foregoing Articles by the requisitionists shall be called in

requisitionists the same manner, as nearly as possible, as the manner in which Board Meetings are called.

Twenty one days’ | 77.(1). A General Meeting may be called by the Chairman or the CS of the Company, or (subject

notice of Meeting to the agreement of the Shareholders) by any two Directors, upon notice of at least twenty

to be given one days, specifying the day, place and hour of the Meeting and the general nature of the
business to be transacted thereat. An agenda of issues to be discussed at the Meeting shall
be given in the manner hereinafter provided and subject to the provisions of the Act, to
such Persons as are under these Articles entitled to receive notice from the Company.
Provided that an Annual General Meeting may be called at a shorter notice, in accordance
with the provisions of the Act.

Contents of notice | 77.(2). Every notice of a Meeting shall specify the place and the day and hour of the Meeting and
shall contain a statement of the business to be transacted at such Meeting. Provided that if
after issuing the notice for holding any General Meeting the Directors are of the opinion
that on account of any unforeseen circumstances or event such as earthquake, fire,
typhoons, hurricane, flood, cyclone or natural calamities, epidemics, war or war-like
events, civil commotion, affray, riots, strikes, lock-out, lay-off, go slow or any other
agitation such a gherao or bundh, by any group of people, it will not be possible to hold
and/or continue to hold the Meeting at such place and/or needs to be reconvened at a new
place which the Directors may consider publishing the same in any newspaper circulating
at the place where the Meeting was to be held originally, shall be sufficient compliance in
regard to the issuance of any notice for holding and/or continuing to hold any Meeting at
such new place.

Notice whom to be | 77.(3). Subject to the provisions of the Act, notice of every General Meeting shall be given:

given (a)_to every Member in the manner authorized by Section 20 of the Act;

(b) to the Persons entitled to a Share due to the death or insolvency of a Member, by
sending it through registered acknowledgement to such Persons, as due to the
Member, by the name or by the title of the representatives of the deceased or the
assignee of the insolvent, or by like description at the address, if any, in India supplied
for the purpose by the Persons claiming to be entitled or until such an address has
been so supplied by giving the notice in any manner in which it might have been given
if the death or insolvency had not occurred;

(c) To every Director; and

(d)_to the Auditors for the time being of the Company.

77.(4). Every notice convening a Meeting shall state that a Member is entitled to appoint a Proxy

to vote and attend instead of himself, and such Proxy need not be a Member.

Omission to give | 78. The accidental omission to give any such notice to or the non receipt of notice by any

notice not to Member, or other Person to whom it should be given shall not invalidate any proceedings

invalidate at a Meeting.

proceedings

Notice of business | 79. No General Meeting, shall be competent to enter upon, discuss or transact any business

to be given the general nature of which has not been mentioned in the notice upon which it was
convened

Quorum at | 80.(1). At least five individuals present in person and representing at least 80% of the total number

General Meeting of issued and outstanding Shares, will constitute a quorum at Meetings of Shareholders,
provided that a Member of each of ABCL and Sun Life India is present by representative
(including as permitted in accordance with Article 80(3) or by Proxy.

80.(2). A body corporate being a Member, shall be deemed to be personally present if represented

 

 

in accordance with the provisions of Article 80(3) of these Articles.

 

374

 
 

 

 

 

 

 

 

 

 

 

 

 

Electronic 80.(3). The Shareholders may consult or confer by way of telephone or video conference or other
attendance remote means of communication and, to the extent permitted by applicable legislation, the
Company may hold a Meeting of the Shareholders by means of such telephone, video
conference, or other electronic or other communication facilities that permit all Persons
participating in the Meeting to hear and communicate with each other simultaneously or
such other requirements under Indian Law, and a Shareholder representative participating
in such a Meeting by such means will be deemed to be present at the Meeting.
If quorum not | 81.(1). At the expiration of half an hour from the time appointed for the Meeting, if quorum shall
present Meeting to not be present, the Meeting, if convened by or upon the requisition of Members shall stand
be dissolved or dissolved. In any other case, it shall stand adjourned to the same day in the next week, at
adjourned the same time and place or to such other time and place as the Board may determine.
Members present | 81.(2). If, at such adjourned Meeting a quorum is not present within half an hour from the time
to form quorum at appointed for the Meeting, the Members present shall constitute a quorum and may
the adjourned transact the business for which the Meeting was called. For the avoidance of doubt, it is
Meeting clarified that decisions with respect to Extraordinary Matters shall be taken in accordance
with Article 86.
Resolution passed | 82. Where a resolution is passed at an adjourned Meeting the resolution shall, for all purposes,
at the adjourned be treated as having been passed on the date on which it was in fact passed and shall not
Meeting be deemed to have been passed on any earlier date.
Chairman of | 83.(1). The Chairman, if any, of the Board shall preside as Chairman at every General Meeting.
General Meeting
Members to elect | 83.(2). If, at any Meeting the Chairman is not present within fifteen minutes of the time appointed
Chairman if for holding such Meeting or shall decline to take the chair, then the Members present shall
Chairman of elect any other Director as Chairman and if no Director is present or if all the Directors
Board absent or present at the Meeting decline to take the chair, then the Members present shall elect one
not willing to take of themselves to be the Chairman.
chair
Business confined | 84. No Business shall be discussed at any General Meeting except the election of Chairman,
to election of whilst the chair is vacant.
Chairman whilst
chair vacant
Chairman with | 85. The Chairman, with the consent of the Members, may adjourn any Meeting, from time to
consent may time and from place to place but no business shall be transacted at any adjourned Meeting
adjourn Meeting other than the business left unfinished at the Meeting at which the adjournment took place.
Questions at | 86. (a) Subject to the provisions of the Agreement and these Articles, decisions at General
General Meeting Meetings will be taken in accordance with the Act. Notwithstanding anything in the
how decided Shareholders’ Agreement and these Articles, decisions with respect to Extraordinary
Matters in a meeting of the Shareholders will require the affirmative vote of at least
one representative of each Group.
(b) Extraordinary Matters may be approved by a resolution of all of the Shareholders.
Any matter recorded in the minutes of a Meeting of the Shareholders as having been
approved or agreed upon, by resolution or otherwise, shall, subject to any contrary
intention being indicated in the minutes, be deemed to have been consented to by a
particular Shareholder if the minutes are signed by that Shareholder.
(c) Subject to the above referred paragraphs and the relevant provisions of the Act, at any
General Meeting a resolution put to the vote of the Meeting shall be decided on a
show of hands, unless a poll is (before or on the declaration of the result of the show
of hands) ordered to be taken by the Chairman of the Meeting of his own motive or
shall be ordered to be taken by him on a demand made in that behalf by the Member
or Members present in person or by Proxy.
Chairman’s 87.(1). Unless a poll is demanded, a declaration by the Chairman that a resolution has, on a show
declaration of of hands been carried unanimously or by a particular majority or lost and an entry to that
result of voting effect in the minute book of the Company shall be conclusive evidence of the fact with
proof of the number or proportion of the votes recorded in favour of or against the
resolution that the resolution has been carried.
87.(2). In case of an equality of votes, the Chairman shall both on a show of hands and at a poll

 

 

if any, have a casting vote in addition to vote / votes to which he may be entitled as a

 

375

 
 

Member.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Poll to be taken if | 88.(1). If a poll is demanded as aforesaid, the same shall, except as otherwise provided in Article

demanded 89, be taken at such time (not later than 48 hours from the time when the demand was
made) and place and either by open voting or by ballot, as the Chairman shall direct and
either at once or after an interval or adjournment or otherwise and the result of the poll
shall be deemed to be the resolution of the Meeting at which the poll was demanded.

Demand for poll | 88.(2). The demand for a poll may be withdrawn, at any time, by the persons who made the

may be withdrawn demand.

Scrutinisers at poll | 89.(1). Where a poll is to be taken, the Chairman of the Meeting shall appoint such number of
scrutinisers as required under the Act to scrutinise the votes given on the poll and to report
thereon to him.

Right of Chairman | 89.(2). The Chairman shall have power, at any time, before the result of the poll is declared, to

to remove a scrutiniser from office and fill the vacancy in the office of a scrutiniser arising

remove scrutiniser from such removal or from any other cause.

In what case poll | 90. Any poll duly demanded on the election of a Chairman of a Meeting or on any question of

taken without adjournment shall be taken at the Meeting itself and without adjournment.

adjournment

Demand for poll | 91. The demand for a poll, except on the question of the election of the Chairman and of an

not to prevent adjournment shall not prevent the continuance of a Meeting for the transaction of any

transaction of business other than the question on which the poll has been demanded.

other business

Special notice 92.(1). Whereby any provision contained in the Act or in these Articles special notice is required
for any resolution, notice of the intention to move the resolution shall be given to the
Company not less than fourteen days before the Meeting at which it is to be moved
exclusive of the day on which the notice is served or deemed to be served and the day of
the Meeting.

Notice by | 92.(2). The Company shall immediately after the notice of the intention to move any such

advertising in resolution has been received by it, give its Members notice of the resolution in the same

newspaper manner as it gives notice of the Meeting or if that is not practicable, shall give them notice
thereof either by advertisement in a newspaper having an appropriate circulation or in any
other mode allowed by Articles presents not less than seven days before the Meeting.

Resolution 93. The following resolutions shall require special notice:

aatae special a) Resolution under Section 140 of the Act at an Annual General Meeting appointing as

Auditors, persons other than the retiring Auditors providing expressly that a retiring
Auditor shall not be reappointed.

b) Resolution under Section 169 of the Act for removing a Director before the expiry of
his period of office; and

c) Resolution under Section 169 of the Act appointing a Director in place of the Director
so removed.

Registration of | 94. A copy of each of the resolutions shall, if so required under any provisions of the Act, be

documents with filed with the Registrar.

the Registrar

VOTING RIGHTS OF MEMBERS

Members paying | 95. A Member paying the whole or a part of the amount remaining unpaid on any Shares held

money in advance by him although no part of that amount has been called up, shall not be entitled to any

not to be entitled to voting rights in respect of the moneys so paid by him until the same would but for such
in respect there of payment become presently payable.

Members in| 96. No Member shall be entitled to vote either personally or by Proxy for another Member, at

arrears not to vote any General Meeting or at any Meetings of a class of Shareholders, either upon a show of
hands, or upon a poll, in respect of any Shares registered in his name on which any calls
or other sums presently payable by him have not been paid or in regard to which the
Company has and has exercised any right of lien.

Number of votes to | 97.(1). Subject to the provision of these Articles and without prejudice to any special privileges

which Members
entitled

 

 

or restrictions as to voting, for the time being, attached to any class of Shares, for the time
being forming part of the Share Capital, every Member, not disqualified by the last
preceding Article, shall be entitled to be present and to speak and vote at any Meeting and
on a show of hands every Member present in person shall have one vote and upon a poll

 

376

 
 

every Member present in person or by Proxy shall have the right to vote in proportion to
his share of the paid up Share Capital, provided, however, if any holder of Preference
Shares is present at any Meeting, save as provided in sub section (2) of Section 47 of the
Act, he shall have a right to vote only on resolutions placed before the Meeting which
directly affect the rights attached to his Preference Shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97.(2). Such a Person shall be entitled to exercise the same rights and powers (including the right
to vote by Proxy) on behalf of the Member company that he represents as that Member
company could exercise.

Representative 98. Subject to provision of these Articles and the Act, a representative of a Member shall be

entitled to same entitled to exercise the same rights and powers (including the right to vote by Proxy) on

rights a Member behalf of the Member that he represents as that Member could exercise

Votes of joint | 99. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person

Members or by Proxy, shall be accepted to the exclusion of the votes of the other joint holders.

(ii) For this purpose, seniority shall be determined by the order in which the names stand
in the Register of Members.
Representation of | 100.(1). | A body corporate (whether a company within the meaning of the Act or not) may:
body corporate ST 7 rs rs rs
a) if it is a Member by resolution of its board of directors or other governing body,
authorise such person as thinks fit to act as its representative at any Meeting or at any
class of Members; and

b) if it is a creditor (including a holder of Debentures) of the Company, by resolution of
its directors or other governing body, authorise such Person as it thinks fit to act its
representative at any Meeting of any creditors of the Company held in pursuance of
the Act or of any Rules made thereunder or in pursuance of the provisions contained
in any debenture or trust deed, as the case may be.

100.(2). | A Person authorized by resolution as aforesaid shall be entitled to exercise the same rights
and powers (including the right to vote by Proxy) on behalf of the body corporate which
he represents as that body could exercise if it were an individual Member, creditor or
holder of Debentures.

Voting in person | 101. Subject to provision of these Articles and the Act, votes may be given by Members either

or by Proxy in person or by Proxy.

Votes in respect of | 102. A Member of unsound mind, or in respect of whom an order has been made by any court

lunacy or unsound having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his

member committee or other legal guardian, and any such committee or guardian may, on a poll,
vote by Proxy.

E-voting 103. A Member may exercise his vote at a Meeting by electronic means in accordance with
section 108 of the Act and shall vote only once.

Right of Proxy 104.1). | The instrument appointing a Proxy shall — (a) be in writing; and (b) be signed by the
appointer or his attorney duly authorized in writing or, if the appointer is a body corporate,
be under its seal or be signed by an officer or an attorney duly authorized by it in
accordance with Indian Law.

104.(2). | The Proxy so appointed shall not have any right to speak at the Meeting and shall not be
entitled to vote except on a poll.

Appointment of | 105. Any Member entitled to attend and vote at a Meeting shall be entitled to appoint another

Proxy person (whether a member or not) as his Proxy to attend and vote instead of himself
provided always that a Proxy so appointed shall not have any right whatsoever to speak at
the Meeting.

Voting on a show | 106. No Member present only by Proxy shall be entitled to vote on a show of hands. The

of hands representative of a body corporate, shall have a vote on a show of hands.

Deposit of | 107. The instrument appointing a Proxy and the power of attorney or other authority, if any,

instrument of under which it is signed or a notary certified copy of that power or authority, shall be

appointment of
Proxy etc.

 

 

deposited at the Registered Office not less than 48 hours before the time for holding the
Meeting or adjourned Meeting at which the Person named in the instrument proposes to
vote or, in the case of a poll, not less than 24 hours before the time appointed for the taking
of the poll and in default, the instrument of Proxy shall not be treated as valid. An
instrument of Proxy shall be accepted even on a holiday if the last date by which it could
be accepted is a holiday.

 

377

 
 

Form of Proxy

108.

Every instrument of Proxy shall be in the form(s) as may be specified under Act, or in a
form as near thereto as circumstances admit.

 

Right to Member
to use his votes

differently

109.

On a poll taken at a Meeting, if a Member is entitled to more than one vote, his Proxy or
any other Person entitled to vote for him, as the case may be, need not if he votes, use all
his votes, or cast in the same way, all the votes he uses.

 

Inspection
Proxies

of

110.

Every Member entitled to vote at a Meeting according to the provisions of these Articles
on any resolution to be moved thereat shall be entitled during the period beginning 24
hours before the time fixed for commencement of the Meeting and ending with the
conclusion of the Meeting, to inspect Proxies lodged, at any time during the business hours
of the Company provided not less than three days’ notice in writing of the intention so to
inspect is given to the Company.

 

Validity of votes
given by Proxy

notwithstanding

revocation thereof

111.

A vote given in accordance with the terms of an instrument of Proxy shall be valid with
standing the previous winding up of the principal or revocation of the Proxy or of any
power of attorney under which such Proxy was signed or the Transfer of the Shares in
respect of which the vote is given. Provided that no intimation in writing of the winding
up, revocation or Transfer shall have been received at the office before the Meeting.

 

DIRECTORS

 

Board of Directors

112.

34. Subject to Indian Law, the Company will have a Board consisting of a minimum of 6
(six) Directors and a maximum of 15 (fifteen) Directors which may be increased
through a Special Resolution of Shareholders.

35. The Board will consist of such number of Directors (including Independent Directors)
as agreed between ABCL and Sun Life India provided that (i) ABCL shall at all times
be entitled to nominate one director more than Sun Life India; and (ii) the number of
Independent Directors appointed on the Board shall be the minimum number of
Independent Directors required to be appointed under Indian Law (who will be
recommended by ABCL and Sun Life India in the same proportion in which the
Directors are nominated). Currently under Indian Laws, at least 50% of the Directors
on the Board have to be Independent Directors.

36. While either Group owns at least 40% of the Share Capital, the Parties will maintain
this proportionate representation of Directors. So long as a Group owns at least 26%
of the Share Capital, it will be entitled to nominate at least one Director.

37. If the Shareholding of either Group in the Company falls below 26% voluntarily, that
Group will cease to be entitled to any of the rights, entitlements, or benefits, or retain
any of the obligations under Articles 66, 68, 112(a), 112(d), 127, 130 or 80(1).

38. If at any time Indian Law requires an increase or decrease in the number of Directors,
or the number of Independent Directors, the increase or decrease will be effected in a
manner that permits, so far as possible under Indian Law or the laws, regulations or
policies of any other applicable jurisdiction, the rights available to the two Groups to
continue mutatis mutandis. The appointment of any Director on the Board of the
Company shall be subject to the prior approval of Aditya Birla Sun Life Trustee
Private Limited if required under Indian Law.

39. Other than as may be required under Clause 3.2(b) of the Shareholders’ Agreement,
the Chairman of the Company and of the Board will always be nominated by ABCL.
Sun Life India will cause its nominee Directors on the Board to elect the Director
nominated by ABCL as the Chairman. The Chairman will preside over Board
Meetings and will be entitled to a casting vote other than in respect of Extraordinary
Matters. If at any Board Meeting, the Chairman is unable to be or remain present; any
other Director who is nominated by ABCL will act as Chairman at that meeting.

 

 

Appointment
Alternate
Directors

of

 

113.(1).

 

Pursuant to the provisions of Section 161 of the Act, the Board may appoint any person to
act as an Alternate Director to act for a Director (hereinafter called the “Original
Director”) during his absence for a period of not less than three months from India
(“Alternate Director”), provided that no person shall be appointed as an alternate Director
for an Independent Director unless he is qualified to be appointed as an Independent
Director under the provisions of the Act. Where the Director likely to be absent is a
nominee of Sun Life India, only a person selected by Sun Life India and, where the
Director likely to be absent is a nominee of ABCL, only a person selected by ABCL, will
be appointed as the Alternate Director by the Board. Each Shareholder will cause the
Directors nominated by it to vote in favour of the appointment of each of those individuals
proposed to serve as Alternate Directors.

Alternate Directors may serve on Board Committees in the absence of absent Directors
nominated to those Committees. Alternate Directors may serve on committees of the
Board in the absence of Directors nominated to those Committees.

 

378

 
 

 

 

 

 

 

 

 

 

 

 

 

 

Alternate Director | 113.(2). | Every such Alternate Director shall, subject to his giving to the Company an address in
entitled to notice of India at which notice may be served on him, be entitled to notice of meeting of Directors
Board Meeting and to attend and vote as a Director and be counted for the purpose of a quorum and
generally at such meetings to have and exercise all the powers and duties and authorities
of the Original Director.
Vacation of office | 113.(3). | The Alternate Director appointed under the Article shall vacate office as and when the
by Alternate Original Director returns to India.
Directors
Alternate 113.(4). | If the term of office of the Original Director is determined before he returns to India, any
Directors not to be provision in the Act or in these Articles for the automatic reappointment of retiring
reappointed Director in default of another appointment shall apply to the Original Director and not to
automatically the Alternate Director.
Alternate 113.(5). | An Alternate Director shall not hold office as such for a longer period than that permissible
Directors not hold to the Original Director in whose place he has been appointed.
office longer than
permissible to
Original Director
Directors may fill | 114.(1). | If the office of any Director appointed by the Company in General Meeting is vacated
casual vacancy before his term of office expires in the normal course, the resulting casual vacancy may
be filled by the Board at a Board Meeting which shall be subsequently approved by
Members in the next immediate General Meeting provided that any person so appointed
as a Director shall hold office only up to the date which the Director in whose place he is
appointed would have held office if it had not been vacated.
Casual vacancy to | 114.(2). | Such casual vacancy shall be filled by the Board at a Board Meeting.
be filled at Board
Meeting
Additional 115. Pursuant to provision of Section 161 of the Act, the Board shall have power at any time
Directors and from time to time to appoint any person other than a person who fails to get appointed
as a Director in a General Meeting, as an additional Director provided that the total number
of Directors shall not at any time exceed the maximum number fixed for the Board by
these Articles (“Additional Director”).
Additional 116. Any person so appointed as an Additional Director shall retain his office only up to the
Director to hold date of the next Annual General Meeting or the last date on which the Annual General
office upto next Meeting should have been held, whichever is earlier.
Annual — General
Meeting
Remuneration of | 117.(1). (a) The remuneration of the Directors shall, in so far as it consists of a monthly payment,
Directors be deemed to accrue from day-to-day.
(b) In addition to the remuneration payable to them in pursuance of the Act, the directors
may be paid all travelling, hotel and other expenses properly incurred by them -
(i) in attending and returning from Board Meetings, committee meetings or General
Meetings; or
(ii)_in connection with the business of the Company.
Remuneration of | 117.(2). | The total managerial remuneration payable by the Company to any Managing or Whole-
Managing or time Director or Manager, shall be determined in accordance with and subject to the
Whole Time provisions of the Act, including in the manner provided under Section 197 of the Act read
Director with the provisions of Schedule V of the Act.
Directors may act | 118. The continuing Directors may act notwithstanding any vacancy in their body, but if their
notwithstanding number is reduced below the quorum fixed by these Articles for a Board Meeting, the
vacancy continuing Directors may act for the purpose of increasing the number of Directors to that
fixed for the quorum or for summoning a General Meeting but for no other purpose.
Removal and | 119.(1). | Any Shareholder entitled to nominate a person as Director will be entitled to remove any

replacement of
Directors

 

 

such Director by giving notice to that Director, the other Shareholders and to the Company.
Any vacancy occurring on the Board by reason of the death, disqualification, inability to
act, resignation or removal of any Director will be filled within 30 (thirty) days by a
nominee of the same Shareholder that nominated the vacating Director, so as to maintain
a Board consisting of the number of nominees specified in Article 112(a) or 112(c), as
applicable. If the Shareholder entitled to do so fails to nominate a Director to fill the
vacancy within 60 (sixty) days after the vacancy arises, the remaining Directors will
appoint a Director to fill the vacancy.

 

379

 
 

ABCL and Sun Life India along with their nominee Shareholders shall use its voting power
to vote in favour of the appointment as a Director of the individual nominated by another
Shareholder (i.e, ABCL or Sun Life India as may be applicable) and in respect of the
election as a Chairman as provided in these Articles, and will also use its power to vote in
favour of the removal of any existing Director where the Shareholder (i.e., ABCL or Sun
Life India as may be applicable) that nominated such Director requests that such nominee
be removed.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vacancy caused by | 119.(2). | A vacancy created by the removal of Director under the Article may, if he has been

removal of appointed by the Company in General Meeting or by the Board in pursuance of Article

Director to be 135 or Section 161 of the Act, be filled by the appointment of another Director in his stead

filled at the by the Meeting at which he is removed; provided special notice which he is removed of

Meeting at which the intended appointment has been given. A Director so appointed shall hold office until

he is removed the date up to which his predecessor would have held office if he has not been removed as
aforesaid. If the vacancy is not filled under this sub clause it may be filled as a casual
vacancy in accordance with provisions of Article 118 in so far as they are applicable, and
all the provisions of that Article shall apply accordingly.

Provision not to | 119.(3). Nothing contained in the Article shall be taken:

geet aah (a) As depriving a person removed hereunder of any compensation or damages

tes payable to him in respect of the termination of his appointment as Director; or
(b) As derogating from any power to remove a Director which may exist apart from the

Article.

Retirement of | 120.(1). | At every Annual General Meeting one-third of such of the Directors for the time being as

Directors by are liable to retire by rotation or if their number is not three or a multiple of three or a

rotation multiple of three then the number nearest to one third, shall retire from office provided
that Independent Directors of the company are not liable to retire by rotation.

Ascertainment of | 120.(2). | The Directors to retire by rotation at every Annual General Meeting shall be those who

Director to retire have been longest in office since their last appointment, but as between those who become

by rotation and Directors on the same day, those who are to retire shall be determined by lot.

filling of vacancy

Eligibility of | 120.(3). | A retiring Director shall be eligible for reappointment.

retiring Directors

for reappointment

Company to fill | 121.(1). | The Company may, at the General Meeting at which a Director retires in manner aforesaid

vacancies at fill up the vacancy by appointing the retiring Director or some other person thereto.

General Meeting

If place of retiring | 121.(2). | If the place of retiring director is not so filled up and the Meeting has not expressly

Director not filled resolved not to fill the vacancy, the Meeting shall stand adjourned to the same day in the

the Meeting to be next week, at the same time and place, or if that day is public holiday to the next succeeding

adjourned day which is not a public holiday, at the same time and place.

If place of retiring | 121.(3). | If at the adjourned Meeting also the place of the retiring Director is not filled up and that

Director not filled Meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall

up retiring be deemed to have been reappointed at the adjourned Meeting unless: (a) at that Meeting

Director or the previous Meeting a resolution for the reappointment of such Director has been put

reappointed to the Meeting and lost; (b) the retiring Director has, by a notice in writing addressed to
the Company or its Board expressed his unwillingness to be so reappointed; (c) he is not
qualified or is disqualified for appointment; (d) a resolution, whether special or ordinary,
is required for his appointment or reappointment by virtue of any provisions of the Act; or
(e) the provisions of Section 162 of the Act is applicable to the case.

Increase or | 122. If at any time the Act or other requirement under Indian Law should require any increase

reduction in the or decrease in the number of Directors, such increase/decrease as the case may be shall be

number of subject to the provisions of the Act and the Rules issued thereunder.

Directors

Appointment — of | 123.(1). | No motion at any General Meeting shall be made for the appointment of two or more persons

Directors to be as Directors by a single resolution unless the proposal for the motion to be so made, has been

voted first agreed to at the General Meeting without any vote being given against it.

individually

Resolution in | 123.(2). | A resolution moved in contravention of Article 123(1) hereof shall be void, whether or not

contravention of
Article 123(1) void

 

 

objection was taken at the time of its being so moved, provided where a resolution so
moved is passed, no provision for the automatic reappointment of the retiring Director in
default of another appointment as here in before provided shall apply. Explanation:- For

 

380

 
 

the purpose of the Article, a motion for approving a person’s appointment or for
nominating a person for appointment, shall be treated as a motion for his appointment

 

Notice of
candidature for
office of Director
except in certain
cases

124.

No person, not being a retiring Director, shall be eligible for election to the office of
Director at any General Meeting unless he or some other Member intending to purpose
him has, at least 14 days before the Meeting, left at the office of a Director or the intention
of such Member to propose him as a Director for that office, as the case may be along with
a deposit of one lakh rupees or such higher amount as may for the time being be prescribed
under the Act, which shall be refunded to such member, if he succeeds in getting elected
as a Director.

 

/EO/MANAGER/ MANAGING DIRECTOR/ CFO/ CS

 

Appointment of
Managing
Director or CEO/
Manager

125.

Subject to the provisions of Article 125, the Act and the Rules, the Managing Director or
CEO/ Manager, shall be appointed by the Board for such term, at such remuneration and
upon such conditions as it may think fit, and any Managing Director or CEO/ Manager, so
appointed may be removed by means of a resolution of the Board. The Board may appoint
one or more CEOs for its multiple businesses.

A Director may be appointed as a Managing Director or CEO/ Manager.

 

Key Management
Positions

126.

(a) The Board will approve the appointment of each Managing Director or CEO/ Manager
as well as the terms of the appointment thereof. The Managing Director or CEO/
Manager will be compensated at market rates at the cost of the Company. Any
Managing Director or CEO/ Manager will be appointed for such period as may be
mutually agreed by the Company and the Shareholders.

(b) Subject to Indian Law, the Managing Director or CEO/ Manager will appoint and
determine the compensation (which compensation will be paid by the Company) of
all key management positions reporting directly to the Managing Director or CEO
(other than CFO and Company Secretary), provided that the CEO will forthwith
inform the Board of such appointments and the terms thereof. The Company Secretary
and Chief Financial Officer shall be appointed by means of a resolution of the Board
containing the terms and conditions of the appointment including the remuneration.
The market salaries of seconded employees will be borne by the Company (all
inclusive and as a pre-tax amount, it being understood that neither the Company nor
any Shareholder will be responsible for any amounts payable by an individual on
account of taxation in respect of remuneration in the hands of that individual).

(c) The Group will consult with each other with a view to determining other appropriate
management support for the Company, which may be provided by nominees of either
of them as may be agreed by the Groups from time to time.

 

BOARD MEETINGS

 

Meeting of
Directors, notice
and place_—_ of
Meeting

127.

(a) Board Meetings will be convened at least once in every (3) three-month period or,
where applicable law requires meetings on a more frequent basis, then in accordance
with such requirements. Board Meetings will ordinarily be held in Mumbai unless
the Board otherwise resolves. Board meetings may be called by the Chairman or the
CS of the Company, or by any two Directors. Unless otherwise agreed by a majority
of Directors including at least one Director nominated by each Group, each Director
(including those residing abroad and Alternate Directors) will receive at least 21
(twenty-one) days’ written notice of each Board Meeting, which notice will set out,
among other information, an agenda of issues to be addressed at such meeting. The
Board may transact business that was not set out in the agenda circulated to the
Directors if a majority of Directors, including at least one nominee of each Group,
agrees to the additional agenda items.

(b) Unless the Parties otherwise agree, those Directors who are Shareholders’ nominees
will not be paid any remuneration for their services as Directors, provided that
Independent Directors will be paid such remuneration as may be decided by the
Board. Each Shareholder will be responsible for all expenses (including travel and
lodging) of its nominees incurred in connection with attending meetings of the
Board. The Company will bear the expenses (including travel and lodging) of
Independent Directors.

 

 

Quorum for a
Board Meeting

 

128.

Other than as provided in the Article, the quorum for a Board Meeting will be one-half of
the Directors or six Directors (including Alternate Directors), whichever is lesser, present
in person or as permitted in accordance with Article 128. There will be no quorum unless
at least one Director nominated by Sun Life India and one Director nominated by ABCL
are present, unless the quorum requirement is waived in writing by the Shareholder, the
presence of whose nominee Director is being waived, for any particular Board Meeting.

Provided that where at any time the number of Interested Directors exceeds or is equal to
two-thirds of the total strength, the number of the remaining directors, that is to say, the

 

 

381

 
 

number of the directors who are not interested present at the meeting being not less than
two, shall be the quorum during such time. (i) “Total Strength” of the Board shall be
determined in pursuance of the Act, after deducting there from the number of the Directors,
if any, whose places may be vacant at the time; and (ii) “Interested Director” means any
Director whose presence cannot by reason of any other provisions in the Act count for the
purpose of forming a quorum of a Board Meeting at the time of the discussion or vote on
any matter.

 

Electronic
attendance

129.

Subject to provisions of the Act and Rules, the Board may consult or confer by way of
telephone or video conference or other remote means of communication, the Company
may hold a Board Meeting by means of such telephone, video conference, or other
electronic or other communication facilities that permit all Persons participating in the
Board Meeting to hear and communicate with each other simultaneously or such other
requirements under the Act and Rules, and a Director representative participating in such
a Meeting by such means will be deemed to be present at the Meeting.

 

Adjournment of
the meeting for
want of quorum

130.

If a quorum is not present within 30 (thirty) minutes from the time appointed for the
Meeting, the Directors present at the meeting may call a supplementary Board Meeting on
not less than 14 days’ notice to each Director or on such other date as may be agreed by
all the Directors in writing, which notice will describe the business to be conducted at such
Board Meeting. The quorum for such supplementary meeting will be as set in Article 128
above. For the avoidance of doubt, it is expressly clarified hereby that with respect to
resolutions relating to any Extraordinary Matters the provisions under Article 131 will
prevail over the Article.

 

Questions at Board
Meeting how
decided

131.

Subject to the provisions of the Act and the Shareholders’ Agreement, the Board will
determine matters by a simple majority vote of Directors attending a duly convened Board
Meeting. Notwithstanding anything in the Agreement, decisions with respect to
Extraordinary Matters in a Board Meeting will require the affirmative vote of at least one
Director representing each Group.

 

Directors may
appoint
committees

132.(1).

The Board shall in accordance with the provision of the Act and of these Articles, appoint
committees of the Board, and delegate any of its powers to such committee or committees.
This provision shall not, however, prevent the granting of powers of attorney to officers
of the Company or any Subsidiary of the Company in connection with the ordinary course
of business of the Company or such Subsidiary. Directors of Subsidiaries of the Company
and Directors on the committees of the Company shall be approved by the Board in such
manner so that there is the same degree of representation on the board of any Subsidiary
or committee of the Company, as there is on the Board.

 

Quorum for
committee
meetings

132.(2).

The Board will decide upon the quorum for committees, subject to provisions of the Act,
if any.

 

Meeting of a
committee how to
be governed

133.

The meeting and proceedings of any such committee of the Board shall be governed by
the provisions herein contained for regulating Board Meetings and proceedings of the
Directors, so far as the same are applicable thereto and are not superseded by any
regulations made by the Board under Article 134.

 

Resolution by way
of circulation

134.(1).

A resolution passed by circulation without a Board Meeting or a committee shall, subject
to the provisions of the Act, be as valid and effectual as a resolution duly passed at a Board
Meeting or of a committee duly called and held.

 

134,(2).

Any matter to be passed by a resolution by circulation will be circulated in draft form
together with relevant papers to all Directors (including those residing abroad and to
Alternate Directors) and must be approved by the signature of a majority of Directors
including at least one Director nominated by each Group.

 

Acts of the Board
or committee valid
notwithstanding
defect in
appointment

135.

All acts performed by any Board Meeting or by a committee of the Board by any person
acting as a Director shall, notwithstanding that it shall afterwards be discovered that there
was some defect in the appointment of one or more such Directors or any person acting as
aforesaid, or that they or any of them were disqualified or that the appointment of any of
them was terminated by virtue of any provisions contained in the Act or in these Articles,
be as valid as if every such person had been duly appointed and was qualified to be a
Director. Provided that nothing in the Article shall be deemed to give validity to the acts
done by Director after his appointment has been shown to the Company to be invalid or to
have been terminated.

 

POWERS OF BOARD

 

 

Powers of the
Board

 

136.

 

Subject to the provisions of the Companies Act and these Articles, the Board of Directors
shall be entitled to exercise all such powers and to do all such acts and things as the
Company is authorised to exercise and do: Provided that the Board shall not exercise any

 

382

 
 

power or do any act or thing which is directed or required whether by the Act or the Rules
or by the Memorandum & Articles or otherwise, to be exercised or done by the Company
in General Meeting: Provided further that in exercising any such power or doing any such
act or thing, the Board shall be subject to the provisions contained in that behalf in the Act,
or in the Memorandum and Articles, or in any Rules or regulations not inconsistent
therewith and duly made thereunder, including regulations made by the Company in a
General Meeting.

No regulations made by the Company in a General Meeting shall invalidate any prior act
of the Board which would have been valid if that regulation had not been made.

 

BOARD OF DIRECTORS OF SUBSIDIARIES; COMMITTEES OF COMPANY AND SUBSIDIARIES.

 

Committees of the
Company and its
Subsidiaries

137.

(a) The Shareholders agree to vote for, or to cause their nominees on the Board to vote
for, the election, as directors of any Subsidiary of the Company (if any), of Persons
who are nominees of each Group in the same proportion or in any other proportion as
set out in Articles 112 (a) and 112 (b). The Company shall intimate to the Board any
changes in the composition of the board of directors of its Subsidiary (if any).

(b) Unless otherwise agreed by the Shareholders pursuant to Article 137(a) above, each
Shareholder agrees that it will, to the extent permitted by applicable law, vote for and
cause its nominees on the Board and/or on the board of directors of any Subsidiary of
the Company (if any), as appropriate, to vote for: (i) the election or appointment of
such number of Directors designated by the Groups as members of such committees
of the Board and of the board of directors of the Company’s Subsidiaries (if any) to
maintain the same degree of representation on such board of directors of a Subsidiary
of the Company (if any) or on any such committee as such nominating Group has on
the Board; and (ii) the election or appointment of the most senior officer assigned to
the Company by each Group as a member of any management committees of the
Company or its Subsidiaries, if any, as either Group requests.

(c) The provisions of Clause 3.2 (b) of the Shareholders’ Agreement will apply, with
necessary amendments, to Subsidiaries of the Company, if any, and their directors.

(d) Each Shareholder agrees that it will to the extent permitted by law, vote against and
cause its nominees on the Board to vote against any delegation of the authority
normally exercised by boards of directors to any one or more managers or to any
committee of the Company or any Subsidiary of the Company, if any, except with the
written consent of each Group. This provision will not, however, prevent the granting
of powers of attorney to officers of the Company or any Subsidiary of the Company
in connection with the ordinary course of business of the Company or such Subsidiary,
so long as no such power allows any officer to approve any Extraordinary Matter.

 

DIVIDENDS

 

Division of profit

138.

In respect of each Financial Year, the Board may distribute profits of the Company to the
Shareholders proportionate to that Shareholders’ interest by way of Dividends provided
that:

 

(a) such profits are distributable in law;

 

(b) the Shareholders unanimously agree that there is sufficient reserve for all anticipated
costs and expenditures which the Board reasonably expects will be required in
carrying on the business;

 

(c)_there are sufficient reserves for the Company to pay any tax liability; and

 

(d) Such profit is distributed in cash or by way of Shares only.

 

Advance paid
credited not to be
treated as paid on
Shares

139,

(a) Subject to the rights of Persons, if any, entitled to Shares with special rights to
Dividends, all Dividends shall be declared and paid according to the amounts paid or
credited as paid on the Shares in respect whereof the Dividend is paid but if and so
long as nothing is paid upon any of the Shares in the Company, Dividends may be
declared and paid according to the amounts of the Shares.

 

(b) No amount paid or credited as paid on a Share in advance of calls shall be treated for
the purpose of the Article as paid up on the Share.

 

The Company in
Annual General
Meeting may
declare Dividends

140.

Subject to Article 138 and relevant provisions of the Act, the Company in Annual General
Meeting may declare Dividends to be paid to Members according to their respective rights
and interest in the Dividend/profits and may fix the time for payment but no Dividend shall
exceed the amount recommended by the Board of Directors, but the Company may declare
a smaller Dividend in Annual General Meeting.

 

 

Dividends only to
be paid out of

 

141.

 

Subject to Article 138, no Dividend shall be declared or paid otherwise than out of the
profits of the Financial Year arrived at after providing for depreciation in accordance with
the provisions of the Act or out of the profits of the Company for any previous Financial

 

383

 
 

profits

Year or years arrived at after providing for depreciation in accordance with those
provisions and remaining undistributed or out of both provided that:

 

(a) If the Company has not provided for depreciation for any previous Financial Year or
Years, it shall, before declaring or paying Dividend for any Financial Year, provide
for such depreciation out of the profits of that Financial Year or out of the profits of
any other previous Financial Years; or

 

(b) If the Company has incurred any loss in any previous Financial Year or Years, the
amount of the loss or an amount which is equal to the amount provided for
depreciation for that Year or those Years which ever is less, shall be set off against
the profits of the Company for any previous Financial Year and Years arrived at in
both cases after providing for depreciation in accordance with the provisions of the
Act, or against both.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim Dividend | 142. Subject to Article 138 and relevant provisions of the Act, the Board of Directors may from
time to time pay to the Members such interim Dividends as in their judgement the position
of the Company justifies.

Capital paid up in | 143. Where the capital is paid in advance of the calls upon the footing that the same shall carry

advance at interest interest, such capital shall not, whilst carrying interest, confer a right, to Dividend or to

not to earn participate in profits.

Dividend

Dividends in | 144, All Dividends shall be apportioned and paid proportionately to the amounts paid or

proportion to credited as paid on the Shares during any proportion or portions of the period in respect of

amount paid up which the Dividend is paid but if any Share is issued on terms providing that is shall rank
for Dividends as from a particular date such Share shall rank for Dividend accordingly.

Retention of | 145. The Board may retain the Dividend payable upon Shares in respect of which any Person

Dividends until under these Articles has become entitled to be a Member, or any Person under that Article

completion of is entitled to Transfer, until such Person becomes a Member, in respect of such Shares or

Transfer shall duly Transfer the same.

Effect of Transfer | 146. A Transfer of Shares shall not pass the right to any Dividend declared thereon before the

of Shares registration of the Transfer.

Dividend to joint | 147. Any one of the several Persons who are registered as joint holders of any Share may give

holders effectual receipts for all Dividends or bonus and payments on account of Dividends in
respect of such Shares.

Dividend how | 148. Any Dividend, interest or other moneys payable in cash in respect of Shares may be paid

remitted either by bank transfer or by cheque or warrant payable only in India, or by a pay slip or
receipt having the force of a cheque or warrant, sent through post direct to the registered
address of the Member or Person entitled to the payment of the Dividend or in case of joint
holders to the registered address of that one of the Members who is first named on the
Register of Members or index of Beneficial Owners in respect of the joint holding or to
such Person and to such address as the holder or the joint holder may in writing direct.

Cheque/warrant 149.(1). | Every cheque or warrant in respect of Dividend or interest on Debentures may be crossed

payable to order and made payable to the order of the Person to whom it is sent.

Company not | 149.(2). | The Company shall not be liable or responsible for any cheque or warrant or pay slip or

responsible for loss receipt lost in transmission or for Dividend lost, to the Member or Person entitled thereto

of cheque, etc. in by forged endorsement of any cheque or warrant or forged signature on any pay slip or
transit receipt or the fraudulent recovery of the Dividend by any other means.

Unclaimed 150. Subject to provisions of the Act, the unclaimed Dividend shall be Transferred by the

Dividend not to be Company to the fund set up pursuant to provisions of Section 125 of the Act.

forfeited

No Member to | 151. No Member shall be entitled to receive payment of any interest or Dividend or bonus in

receive Dividends respect of his Share or Shares, whilst any money may be due or owing from him to the

whilst indebted Company in respect of such Share or Shares or otherwise howsoever, either alone or jointly

to the Company with any other Person or Persons, and the Board of Directors may deduct from the interest
or Dividend payable to any Member all such sums of money so due from him to the
Company.

Notice of Dividend | 152. Notice of the declaration of any Dividends, whether interim or otherwise, shall be given
to the registered holder of the Share in the manner herein provided.

Dividend to | 153. The Company shall pay the Dividend or send the warrant in respect thereof to the

be paid within 30

 

 

Shareholder entitled to the payment of Dividend, in accordance with the provisions of the

 

384

 
 

days

Act.

 

 

 

 

 

 

 

 

 

 

 

 

No interest | 154. Except as otherwise provided by law, no unpaid Dividend shall bear interest as against the
Dividend Company.
CAPITALISATION

Capitalisation of | 155. (1). | Subject to Article 138, the Company in General Meeting may, upon the recommendations

undistributed of the Board, resolve that any moneys, investments or other assets forming part of the

profits undistributed profits of the Company standing to the credit of the Reserve Fund, or any
Capital Redemption Reserve Fund, or any Capital Redemption Reserve Account, or in the
hands of the Company and available for Dividend (or representing premiums received on
the issue of Shares or Debentures and standing to the credit of the Securities Premium
Account) be capitalized and distributed amongst such of the Members as would be entitled
to receive the same if distributed by way of Dividend and in the same proportions on the
footing that they become entitled thereto as capital and that all or any party of such
capitalized fund be applied on behalf of such Members in paying up in full either at par or
at such premium as the resolution may provide, any misused Shares which shall be
distributed accordingly or in or towards payment of the uncalled liability on any issued
Shares or penalty in one way and party in the other, and that such distribution or payment
shall be accepted by such Members in full satisfaction of their interest in the said
capitalized sum.

Surplus money to | 155.(2). | A General Meeting may resolve that any surplus moneys arising from the realization of

be distributed any capital assets of the Company or any investments representing the same, or any other

among Members undistributed profits of the Company not subject to charge for Income Tax be distributed
among the members on the footing that they receive the same as capital.

Board to settle | 155.(3). | The Board shall give effect to the resolution passed as aforesaid and for that purpose the

difficulties in Board may settle any difficulty which may arise in regard to the distribution as it thinks

regard to expedient and in particular may issue fractional Certificates, and may fix the value for

distribution of distribution of any specific assets, and may determine that such cash payments shall be

surplus assets made to any Members upon the footing of the value so fixed or that fraction or less value
than INR 10 may be disregarded in order to adjust the rights of all parties, and may vest
any such cash or specific assets in trustees upon such trust for the persons entitled to the
Dividend or capitalized funds and may seem expedient to the Board.

Fractional Shares | 156.(1). | Wherever such a resolution as aforesaid shall have been passed, the Board shall (a) make
all appropriations of the undivided profits resolved to be capitalized thereby, and all
allotments and issues of fully paid Shares; and (b) generally do all acts and things required
to give effect thereto.

Power of Board to | 156.(2). | The Board shall have full power (a) to make such provision, by the issue of fractional

issue fractional Shares or by payment in cash or otherwise as it thinks fit, in the case of Shares becoming

Shares distributable in fractions; and also (b) to authorize any person to enter on behalf of all the
Members entitled thereto, into an agreement with the Company providing for the allotment
to them respectively credited as fully paid up, of any further Shares to which they may be
entitled upon such capitalization, or (as the case may require) for the payment by the
Company on their behalf, by the application thereto of their respective proportions of the
profits resolved to be capitalized of the amounts of any part of amounts remaining unpaid
on their existing Shares.

Agreement 156.(3). | Any agreement made under such authority shall be effective and binding on all such

binding on all Members.

Members

Directors to give | 156.(4). | For the purpose of giving effect to any resolution, under the preceding clause of the Article,

directions to settle the Directors may give such directions as may be necessary and settle any questions or

questions & difficulties that may arise in regard to any issue including distribution of new equity Shares
difficulties and fractional Shares as they think fit.
ACCOUNTS

Keeping of | 157.(1). | The Company will keep all books of accounts and make all reports in accordance with

accounts accounting standards and practices generally accepted in India as well as required by

 

 

Indian Law. It will have a Financial Year and close its books as decided unanimously by
the Board. In the establishment of its accounting system and the preparation of financial
statements and reports, the Company will consult with the Auditor and with such other
consultants as the Board may decide. During the period before an IPO and, subject to
Indian Law, post an IPO, the Company will submit, at regular intervals as requested by
any Shareholder (and at such requesting Shareholder’s cost and expense) but not more

 

385

 
 

often than monthly, financial statements in the form or forms requested by the Shareholder
and in accordance with the accounting standards or practices generally accepted in India
and, if requested, Canada. The Company will also provide, on request by any Shareholder,
such additional financial information as at the end of any quarter during the Financial Year
as such Shareholder may reasonably require.

The books of accounts shall be kept at the Registered Office or such other place as the
Board think fit, and shall be open to inspection by the Board during business hours.

 

 

 

 

 

 

 

 

 

 

 

 

 

Board to _ give | 157.(2). | Where the Board decides to keep all or any of the books of account at any place other than

notice to Registrar the Registered Office, the Company shall within seven days of the decision, file with the

if book kept at Registrar a notice in writing giving the full address of that other place. The books of
place other than account and other books and papers shall be open to inspection by any Director during

Registered Office business hours and shall be open to inspection by the Registrar or by any officer of
Government authorized by the Central Government in that behalf if in the opinion of the
Registrar or such officer sufficient cause exists for the inspection of the books of accounts.

Company to | 157.(3). | The Company shall preserve in good order the books of account relating to a period of not

preserve books of less than eight years preceding the current Year together with the vouchers relevant to

accounts entries in such books of account.

Inspection of | 157.(4). | While a Member of either Group is a Shareholder and during the period before an IPO,

books and records that Group will have the right, not more than once a year and at its own cost and expenses,
to review the accounts, books and records of the Company and its Subsidiaries, if any, and
areas of their respective operations, using employees of the Shareholder or one of its
Affiliates, or its professional advisors in the conduct of that review. The Group exercising
this right will attempt to choose a time to conduct its audit, which does not cause
significant disruption to the normal operations of the Company or any one or more of its
Subsidiaries, if any. In no event, however, will a Group be refused access to conduct an
audit for a period of more than 30 (thirty) days on the basis that the review and audit would
cause significant disruption to the normal operations of the Company or its Subsidiaries,
if any. In addition, each Group will have the right, exercisable from time to time, to request
that the Auditor prepare, at the expense of the Group exercising the right, such further
reports or special statements as reasonably requested.

Books to give true | 157.(5). | The books of accounts shall give a true and fair view of the state of the affairs of the

& fair view Company or branch office, as the case may be, and explain its transactions.

Inspection of | 158. Subject to Article 157 (4), the Board of Directors shall from time to time determine

accounts & books whether and to what extent and at what times and place and under what conditions or

by Members regulations, accounts and books of the Company or any of them shall be open to inspection
of Members not being Directors, and no Member not being a Director, shall have any right
of inspection of any account or document of the Company except as conferred by law, or
authorized by the Board of Directors or by the Company in General Meeting.

Profit & loss | 159. The Board of Directors shall from time to time in accordance with the provisions of the

account and Act cause to be prepared and to be laid at the General Meeting a statement of profit and

balance sheet loss and a balance sheet, containing a summary of property and assets and of the capital
and liabilities of the Company, made up to a date not earlier than the date of the Meeting
by more than six months or such extended period as may be permitted under the Act.

Statement of profit | 160. The statement of profit and loss of the Company shall give a true and fair view of the profit

& loss shall give a and loss of the Company for the Financial Year and shall comply with the requirements of

true & fair view Schedule III of the Act, so far as they are applicable thereto.

Board’s report 161.(1). | Every balance sheet laid before the Company in Annual General Meeting shall be
accompanied by report of the Board of Directors as to state the Company’s affairs and as
to the amounts, if any, which it proposes to carry to any reserves in such balance sheet and
the amount, if any, which it recommends should be paid by way of Dividend and material
changes and commitments, if any, affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company for which the balance
sheet relates and the date of the report.

Board’s report to | 161.(2). The Board’s Report shall, so far as it is material for the appreciation of the state of affairs

state the affairs of by its Members and is not in the Board’s opinion harmful to the business of the Company,

the Company deal with any charges which have occurred during the Financial Year in the nature of the
Company’s business and generally in the classes of business in which the Company has
an interest. The Board shall also give the fullest information and explanation in its Report
aforesaid or in an addendum to the Report on every reservation, qualification or adverse
remark contained in the Auditor’s report.

Board’s report to | 161.(3). | The Board’s Report and_any addendum thereto shall be signed by not less than two

 

386

 
 

be signed by two
Directors

Directors one of whom shall be a Managing Director or by the Director where there is one
Director.

 

Board may give
charge to a Person
not being A
director to comply
with these
provisions

161.(4).

The Board shall have the right to charge any person not being a Director with the duty of
seeing that the provisions of Clause (1) to (3) of the Article are complied with.

 

Financial
statements

162.

The financial statements, including consolidated financial statements, if any, shall be
approved by the Board before these are signed on behalf of the Board at least by two
Directors out of which one shall be the Managing Director / CEO, if he is a Director, the
CFO and the CS of the Company, wherever they are appointed.

 

AUDIT

 

Auditors

163.

Auditors shall be appointed and their rights, obligations and duties shall be regulated in
accordance with the provisions of the Act and the applicable Rules thereunder.

The Auditor will be such firm of chartered accountants approved by the Board, provided
that it is a member of the Institute of Chartered Accountants of India and affiliated with
an internationally recognized accounting firm.

 

TRANSACTIONS WITH AFFILIATES

 

Transactions with
Affiliates

164.

(a) Notwithstanding any other provision of the Agreement and except as provided in the
Article 164(a), any transaction that the Company proposes to enter into with a
Shareholder, an Affiliate of a Shareholder, a Director or an Affiliate of a Director
(“Related Party Transaction”), must be on arm’s length terms and must be reported
to the next Board Meeting, provided however that where the subject matter of, or the
consideration with respect to, any one or aggregate number of Related Party
Transactions exceed(s) INR 2,000,000 (Indian Rupees two million only), or such
higher amount as may be mutually agreed between the Shareholders, the Related Party
Transaction or Related Party Transactions must be approved by those Shareholders
that are not parties to or Affiliated with the parties (other than the Company) to the
Related Party Transaction or Related Party Transactions. The Article 164(a) will not
apply to (i) any other arrangement entered into as of the date of the Agreement
between the Company and a member of either Group that has been specifically
approved prior to the execution of the Agreement, or (iii) any transaction in the normal
course of the Company’s business provided such transaction does not exceed INR
10,000,000 (Indian Rupees ten million only).

(b) Without prejudice to the requirements of Article 164(a) and the requirements
prescribed under applicable law including the Companies (Meetings of Board and its
Powers) Rules 2014, the Board of Directors shall specify the criteria for grant of
omnibus approval for Related Party Transactions by the Audit Committee.

(c) A Director who is a party to a proposed Related Party Transaction or who has a
material interest in, or is a director or other senior officer of, any Person who is a party
to any material contract or transaction with the Company, will be required to disclose
in writing to the Company or request to have entered in the minutes of the Board
Meeting at which that contract or transaction is discussed, the nature and extent of his
interest and will, unless the interest arises solely by virtue of the fact that such person
was nominated to the Board by and/or is a current or former employee of, a
Shareholder or a principal that has an interest in such transaction, refrain from voting
in any decision of the Board in respect of such matter. Subject to their fiduciary duties,
the requirements of the Agreement and their obligation to disclose all such interests
as required in the Article 164(c), such conflicts of interest will not, in and of
themselves, disqualify such Directors from their office or from exercising their rights
and responsibilities as Directors.

 

WINDING UP

 

 

Distribution of
assets on winding
up

165.(1).

If the Company shall be wound up, and the assets available for distribution among the Members
as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be
distributed so that, as nearly as may, the losses shall be borne by the Members in proportion to
the capital paid-up or which ought to have been paid-up at the commencement of the winding
up, on the Shares held by them respectively.

 

 

165.(2).

 

If on winding up the assets available for distribution among the Members shall be more
than sufficient to repay the whole of the capital paid up the commencement of the winding

 

387

 
 

up, the excess shall be distributed amongst the Members (other than those entitled to a
share in the excess) in proportion to the capital at the commencement of the winding up,
or which ought to have been paid up on the Shares held by them respectively.

 

165.(3).

The Article is to be without prejudice to the rights of the holders of Shares issued upon
special terms and conditions.

 

Distribution in
specie or in kind of
assets on winding
up

166.(1).

If the Company shall be wound up, whether voluntarily or otherwise, the liquidator may,
with the sanction of a special resolution, divide amongst the contributories in specie or
kind, any part of the assets of the Company and may, with the sanction, vest any part of
the assets of the Company in Trustees upon such trusts for the benefit of the contributories
or any of them, as the liquidator, with the sanction, shall think fit.

 

A person liable to
pay calls may
direct liquidator to
sell his proportions

166.(2).

In case any Shares to be divided as aforesaid involve a liability to calls or otherwise, any
person entitled under such division to any of the said Shares may within ten days after the
passing of the Special Resolution by notice in writing direct the liquidator to sell his
proportion and pay him the net proceeds and the liquidator shall, if practicable, act
accordingly.

 

INDEMNITY

 

Indemnity to
Directors & others

167.

To the fullest extent permitted by law (including Indian Law), the Company will
indemnify all Directors, officers, former Directors and former officers of the Company
and the Shareholders (to the extent that such Shareholders exercise the rights, powers,
duties and liabilities of a Director) and all Persons who act or acted at the Company’s
request as a Director or officer of a body corporate of which the Company is or was a
shareholder or creditor, and his heirs and legal personal representatives, against all costs,
charges and expenses, including any amount paid to settle any action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a Director or
officer of the company or such body corporate, or by reason of acting or having acted as a
Director if (i) he acted honestly and in good faith with a view to the best interests of the
Company and (ii) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that his conduct
was lawful.

 

SECRECY

 

Members shall not
be entitled

168.

Subject to the provisions of the Act, no member shall be entitled to require discovery of
any information respecting any detail of the Company’s trading or any matter in the nature
of a trade secret, mystery of trade or secret process which may relate to the conduct of the
business of the Company and which in the opinion of the Board it may be inexpedient in
the interest of the Company to communicate to the public.

 

EXTRAORDINARY MATTERS

 

 

Extra ordinary
Matters

 

169.

 

(a) Any amendment to the Memorandum or these Articles.
(b) Any change of the Company’s name, brand or logo.

(c) Any change in the capital structure of the company including, without limitation, any
issuance of new Shares (including by way of IPO), Securities, cancellation of any
outstanding Shares, the conversion of Debentures or loans into Shares, the creation of
any employee stock plan, share option or similar compensation arrangements
including any “phantom” stock plan, or variation of rights of holders of any class of
Shares.

(d) The shifting of the Company’s Registered Office, or the keeping of registers, indices,
returns, copies of certificates and documents at any other place.

(e) Any material change in the nature of the business carried on by the Company or the
entering into of a new business by the Company.

(f) Any fundamental corporate change including, without limitation, the amalgamation,
reorganization, dissolution, winding up, merger or liquidation of the Company, and
all matters associated therewith.

(g) Any borrowing of money (whether or not such indebtedness is evidenced by a
negotiable instrument) or assumption of indebtedness not provided for in the
Company’s annual budget or business plan, or any request to postpone any scheduled
repayment of outstanding indebtedness of the Company.

 

388.

 
 

 

 

 

(h) Any loans made by the Company to Third Parties, or guarantees by the Company of
Third Party indebtedness, other than in accordance with the Company’s annual budget
or business plan.

(i) Any mortgage, pledge or other encumbrance of any of the Company’s assets other
than in accordance with the Company’s annual budget business plan.

(j) Any declaration or payment of Dividends, whether in cash or stock on any outstanding
class of Shares.

(k) The approval of the Company’s business plans, which will include, among other
items, an annual budget, product development proposals and the investment policy.

(1) The appointment or change of Auditors.

(m) The determination of remuneration payable to a Director by way of commission or
otherwise.

(n) The adoption of the Company’s annual financial statements, including the Auditor’s
report.

(0) The creation of any policy relating to long-term or deferred compensation
plans/arrangements for key employees.

(p) Any acquisition or disposition of assets outside the Company’s ordinary course of
business or in excess of an aggregate of INR 10 million during any calendar Year.

(q) Any expenditure greater than or commitment in respect of an amount in excess of INR
10 million, which has not been approved by the Board as a specific item with the most
recent operating budget.

(rt) Any Related Party Transaction including without limitation, management contracts
and loans to Shareholders or Directors (in which case approval by the Shareholders
or Directors who are not related parties will be required).

(s) Approval of Share Transfers except as expressly permitted by the Agreement.

(t) Appointment and removal of the Managing Director or CEO/ Manager.

(u) Change of fiscal-year end of the Company.

(v) Any decision to commence or not to defend litigation with respect to a matter where
the amount claimed is in excess of INR 10 million, or if it relates to a breach of
criminal law.

(w) The holding of an office or place of profit by a Director or his relatives.

(x) Any commitment or agreement to do, or delegation of power with respect to, any of
the foregoing.

(y) The giving of shareholder approval, as shareholder of a Subsidiary of the Company,
in respect of any matter for such Subsidiary for which approval would be required
under the Article as if such Article applied directly to any such Subsidiary.

 

389

 
SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered into by our Company (not being contracts entered
into in the ordinary course of business carried on by our Company or contracts entered into more than two years before the date
of the Red Herring Prospectus) which were deemed material and were attached to the copy of the Red Herring Prospectus to
be delivered to the RoC. Copies of the abovementioned contracts and also the documents for inspection referred to hereunder,
were made available for inspection at the Registered and Corporate Office between 10 a.m. and 5 p.m. IST on all Working
Days from the date of the Red Herring Prospectus until the Bid/Offer Closing Date.

A. Material Contracts for the Offer

ik

Offer Agreement dated April 19, 2021 among our Company, the Selling Shareholders, and the Global
Coordinators and Book Running Lead Managers and the Book Running Lead Managers.

2. Registrar Agreement dated April 16, 2021 among our Company, the Selling Shareholders, and the Registrar
to the Offer.

3. Escrow and Sponsor Bank Agreement dated September 22, 2021 among our Company, the Selling
Shareholders, the Registrar to the Offer, the Global Coordinators and Book Running Lead Managers, the
Book Running Lead Managers, the Syndicate Members and the Banker(s) to the Offer.

4. Share Escrow Agreement dated September 16, 2021 among our Company, the Selling Shareholders, and the
Share Escrow Agent.

5. Syndicate Agreement dated September 22, 2021 among our Company, the Selling Shareholders, the Global
Coordinators and Book Running Lead Managers, the Book Running Lead Managers, the Syndicate Members
and the Registrar to the Offer.

6. Underwriting Agreement dated October 4, 2021 among our Company, the Selling Shareholders, and the
Underwriters.

B. Material Documents

1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time to
time.

2. Certificate of incorporation dated September 5, 1994 issued by the RoC in the name of ‘Birla Capital
International AMC Limited’.

3. Fresh certificate of incorporation dated June 29, 1999 issued by the RoC upon change in name of our
Company from ‘Birla Capital International AMC Limited’ to ‘Birla Sun Life Asset Management Company
Limited’.

4. Certificate of commencement for business dated November 10, 1994, issued by the RoC.

Be Copies of annual reports of our Company for the Financial Years 2021, 2020, and 2019.

6. Resolution of our Board of Directors dated April 14, 2021 authorising the Offer and other related matters.

7. Resolution dated April 14, 2021 passed by the board of directors of ABCL authorising the Offer for Sale for
the Equity Shares offered by it and the consent letter dated April 19, 2021 consenting to include the Equity
Shares offered by it in the Offer.

8. Resolution dated April 9, 2021 passed by the board of directors of Sun Life AMC authorising the Offer for
Sale for the Equity Shares offered by it and the consent letter dated April 19, 2021 consenting to include the
Equity Shares offered by it in the Offer.

9. Resolution of the Board of Directors dated April 19, 2021 approving the Draft Red Herring Prospectus.

10. Resolution of the Board of Directors dated September 22, 2021 approving the Red Herring Prospectus.

11. Resolution of the Board of Directors dated October 4, 2021 approving this Prospectus.

12. Consent letter from CRISIL dated September 6, 2021 to rely on and reproduce part or whole of the CRISIL
Report and include their name in this Prospectus.

13. Report titled ‘Assessment of mutual fund industry in India’ of September, 2021 issued by CRISIL.

390
14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24,

25.

26.

27.

28.

29.

30.

The report dated April 19, 2021 on the statement of possible special tax benefits issued by our Statutory
Auditors.

Examination report dated August 17, 2021 of our Statutory Auditors on the Restated Consolidated Financial
Information, included in this Prospectus.

Consent letters of the Selling Shareholders, our Directors, our Head - Compliance, Legal and Secretarial,
Company Secretary and Compliance officer, Legal Counsel to our Company as to Indian law, Legal Counsel
to the Global Coordinators and Book Running Lead Managers and the Book Running Lead Managers as to
Indian law, International Legal Counsel to the Global Coordinators and Book Running Lead Managers and
the Book Running Lead Managers, Bankers to our Company, the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers, the Syndicate Member(s), the Banker(s) to the Offer
and the Registrar to the Offer, to act in their respective capacities.

Our Company has received written consent dated October 4, 2021 from S R Batliboi & Co. LLP, to include
their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations,
in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent
and in their capacity as our Statutory Auditors, and in respect of their (i) examination report dated August 17,
2021 on our Restated Consolidated Financial Information; and (ii) their report dated April 19, 2021 on the
Statement of Special Tax Benefits in this Prospectus and such consent has not been withdrawn as on the date
of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under
the U.S. Securities Act.

Board resolution dated July 25, 2019 and Shareholders resolution dated August 5, 2019 for approving the
terms of our Managing Director and Chief Executive Officer, A Balasubramanian.

Shareholders’ agreement dated May 19, 1999 entered between Birla Global Finance Limited, BG Holdings
(formerly Birla Group Holdings Limited), Sun Life AMC, Sun Life Assurance Company of Canada and our
Company, subsequently amended and restated pursuant to an agreement dated October 10, 2012 and further
amended pursuant to amendment agreements dated December 24, 2015 and January 14, 2021.

The restated amendment and termination agreement entered into between ABCL, Sun Life AMC and our
Company dated September 9, 2021.

The amended and restated inter-se agreement entered into between ABCL and Sun Life AMC dated
September 9, 2021.

The termination agreement dated April 19, 2021 entered into between, ABCL, Birla Group Holdings Private
Limited, Sun Life AMC, Sun Life Assurance Company of Canada and our Company.

Trademark license agreement dated February 20, 2018 entered into amongst our Company and ABCL.

Name license agreement dated May 19, 1999 entered into between our Company and Sun Life Assurance
Company of Canada

In-principle listing approvals dated May 31, 2021 and June 4, 2021 issued by BSE and NSE, respectively.
Tripartite agreement dated April 6, 2021 among our Company, CDSL and the Registrar to the Offer.
Tripartite agreement dated April 13, 2019 among our Company, NSDL and the Registrar to the Offer.

Due diligence certificate dated April 19, 2021 addressed from the Global Coordinators and Book Running
Lead Managers and the Book Running Lead Managers to SEBI.

Exemption from SEBI vide letter SEBI/HO/CFD/DILII/YJ/AB/OW/2021/18165 dated August 5, 2021 based
on the exemption application filed by our Company dated August 3, 2021 to SEBI.

SEBI observation letter no. SEBI/HO/CFD/DIL2/YJ/AB/OW/P/18159 dated August 5, 2021.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so required in the
interest of our Company or if required by the other parties, without reference to our Shareholders, subject to compliance with
the provisions contained in the Companies Act and other relevant statutes.

391
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the guidelines or regulations issued by the
Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of the SEBI Act, as the case
may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
the SCRA, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case may be. We further certify
that all the statements in this Prospectus are true and correct.

SIGNED BY ALL THE DIRECTORS OF OUR COMPANY

 

Kumar Mangalam Birla
(Non-Executive Chairman)

 

Ajay Srinivasan
(Non-Executive Director)

 

Sandeep Asthana
(Non-Executive Director)

 

A Balasubramanian
(Managing Director and Chief Executive Officer)

 

Colm Freyne
(Non-Executive Director)

 

Bobby Parikh
(Independent Director)

 

Bharat Patel
(Independent Director)

 

Alka Bharucha
(Independent Director)

 

Harish Engineer
(Independent Director)

 

Navin Puri
(Independent Director)

 

 

 

 

SIGNED BY THE CHIEF FINANCIAL OFFICER

Parag Joglekar
(Chief Financial Officer)

Place: Mumbai

Date: October 4, 2021

392
DECLARATION
We, Aditya Birla Capital Limited, hereby confirm that all statements and undertakings specifically made by us in this Prospectus
in relation to ourselves, as a Selling Shareholder and our portion of the Offered Shares, are true and correct. We assume no

responsibility for any other statements, disclosures and undertakings including statements made or confirmed by or relating to
the Company or any other person(s) in this Prospectus.

FOR AND ON BEHALF OF ADITYA BIRLA CAPITAL LIMITED

Authorised Signatory

Name: Pinky Mehta

Designation: Chief Financial Officer
Place: Mumbai

Date: October 4, 2021

393
DECLARATION
We, Sun Life (India) AMC Investments Inc., hereby confirm that all statements and undertakings specifically made by us in
this Prospectus in relation to ourselves, as a Selling Shareholder and our portion of the Offered Shares, are true and correct. We

assume no responsibility for any other statements, disclosures and undertakings including statements made or confirmed by or
relating to the Company or any other person(s) in this Prospectus.

FOR AND ON BEHALF OF SUN LIFE (INDIA) AMC INVESTMENTS INC.

Authorised Signatory

Name: Remi Benoit
Designation: President, Director
Place: Toronto

Date: October 4, 2021

Authorised Signatory

Name: Ken KuanghuaYang
Designation: VP Finance, Director
Place: Toronto

Date: October 4, 2021

394
