Aditya Birla Money : Notice of 25th AGM

ADITYA BIRLA MONEY LIMITED

Registered Office: Indian Rayon Compound, Veraval - 362266, Gujarat

Corporate Office: Sai Sagar, 2nd & 3rd Floor, Plot No. M-7,

Thiru-Vi-Ka (SIDCO) Industrial Estate, Guindy, Chennai - 600032

Tel: [phone]; Fax: [phone]; Email: [e-mail]

CIN: L65993GJ1995PLC064810; Website: www.adityabirlamoney.com

NOTICE OF 25TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 25th (Twenty Fifth) Annual General Meeting of the Members of ADITYA BIRLA MONEY LIMITED will be held on Friday, 30th July, 2021 at 11.00 A.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2021, together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mrs. Pinky A Mehta (DIN 00020429) who retires by rotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

3. Enhancement of Borrowing Limit of the Company up to ₹850 Crore

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

"RESOLVED THAT in supersession of the earlier resolution passed at the Annual General Meeting held on 28th June, 2017 and pursuant to Section 180(1)(c) and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, consent of Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall include any duly constituted Committee(s) thereof or such other person(s) authorised by the Board), to borrow for and on behalf of the Company, from time to time, any sum or sums of money, in any manner and without prejudice to the generality thereof, by way of loans, advances, credits, issuance of Commercial Papers, acceptance of deposits or otherwise in Indian Rupees or any other foreign currency, from Banks, Financial Institutions, Non-Banking Financial Companies, Mutual Funds, Bodies Corporate, Business Associates or other persons and whether the same be unsecured or secured, and if secured, whether by way of mortgage, charge, hypothecation, pledge or otherwise in any way whatsoever on or in respect of all or any of the Company's assets, properties or undertakings including uncalled capital, stock in trade, notwithstanding that the monies so

borrowed together with the monies already borrowed, if any, by the Company (apart from temporary loans and credits obtained from the Company's bankers in the ordinary course of business), may exceed the aggregate of the Company's paid-up share capital, free reserves (i.e. reserves not set apart for any specific purpose) and securities premium, provided that the total amount so borrowed and outstanding at any time shall not exceed ₹850 Crore (Rupees Eight Hundred Fifty Crore only) over and above the aggregate of the paid-up share capital, free reserves and securities premium.

RESOLVED FURTHER THAT the Board or any of its duly constituted Committee be and is hereby authorized to do and perform all such acts, deeds and things and to take all steps as may be considered necessary, proper and expedient to give effect to this resolution."

4. Creation of Charge on Movable and Immovable Properties of the Company up to ₹850 Crore

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

"RESOLVED THAT in supersession of the earlier resolution passed at the Annual General Meeting held on 28th June, 2017 and pursuant to Section 180(1)(a) and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall include any duly constituted Committee(s) thereof or such other person(s)

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authorised by the Board), to create charges, mortgages, pledges and hypothecations on the movable and immovable properties or assets or undertakings of the Company, whether tangible or otherwise, situated in or outside India, both present and future, in favour of the Banks, Financial Institutions, Non-Banking Financial Companies, Mutual Funds, Bodies Corporate, Business Associates or any other lenders or debenture trustees to secure the amount borrowed by the Company or any third party from time to time for the due payment of the principal together with interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect of such borrowings provided that the maximum extent of the indebtedness secured by the properties of the Company does not exceed ₹850 Crore (Rupees Eight Hundred Fifty Crore only) at any time.

RESOLVED FURTHER THAT the Board or any of its duly constituted Committee be and is hereby authorized to do and perform all such acts, deeds and things and to take all steps as may be considered necessary, proper and expedient to give effect to this resolution."

By Order of the Board of Directors

For Aditya Birla Money Limited

Sangeeta Shetty

Company Secretary

Place: Mumbai

Date : 23rd April, 2021

NOTES:

A] ANNEXURE TO NOTICE AND ANNUAL REPORT

1. The details pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), in respect of Director seeking re-appointment is annexed.
2. The explanatory statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013, relating to special business to be transacted at the Meeting is annexed.
3. SEBI has vide Circular No. SEBI/HO/CFD/CMD2/CIR/ P/2021/11 dated 15th January, 2021 read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, dispensed with the requirement of sending physical copies of Annual Report to the Members under Regulation 36(1)(b)&(c) of the SEBI Listing Regulations till 31st December, 2021.
4. In line with the MCA Circular No.17/2020 dated 13th April, 2020, the Notice calling the AGM and the Annual Report for the financial year 2020-21 has been uploaded on the website of the Company at www.adityabirlamoney.com.
5. The Notice can also be accessed on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited atwww.bseindia.comand www.nseindia.comrespectively.
6. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-Voting system during the AGM) i.e. www.evotingindia.com.

B] CONDUCT OF ANNUAL GENERAL MEETING AND ATTENDANCE

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

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1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
2. Pursuant to MCA Circular No. 14/2020 dated 8th April, 2020, the facility to appoint proxy to attend and cast vote for the Members is not

available for	this AGM. SEBI	has	Circular
No.	SEBI/HO/CFD/CMD2/CIR/P/2021/11	dated
15th	January,	2021 read	with	Circular
No.	SEBI/HO/CFD/CMD1/CIR/P/2020/79	dated

12th May, 2020, dispensed with the requirement of sending proxy forms to the Members under Regulation 44(4) of the SEBI Listing Regulations till 31st December, 2021.

1. In pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the Members can attend the AGM through VC/OAVM and cast their votes through e-Voting.
2. A Corporate Member intending to attend the AGM through its authorised representative is requested to send to the Company a certified copy of the Board Resolution authorizing such representative to attend and vote on its behalf at the Meeting.

C] SPEAKERS

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

D] REMOTE E-VOTING FACILITY

1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI Listing Regulations, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM.
2. The Board of Directors has appointed B. Chandra and Associates, Practising Company Secretaries, as the Scrutiniser for scrutinising the e-Voting process in a fair and transparent manner.
3. The Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a Member using remote e-Voting as well as the e-Voting system on the date of the AGM will be provided by CDSL.
4. The Register of Members will remain closed from 24th July, 2021 to 30th July, 2021 (both days inclusive).
5. 23rd July, 2021 shall be the cut-off date as on which the right of voting of the Members shall be reckoned and a person who is not a Member as on the cut-offdate should treat this Notice for information purposes only.
6. The e-Voting period begins on Tuesday, 27th July, 2021 at 9.00 a.m. and will end on Thursday, 29th July, 2021 at 5.00 p.m.

Shareholder, scanned copy of the Share Certificate (front and back), PAN (self-attested scanned copy of PAN Card), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to [e-mail].

1. For Demat Shareholders - Please update your email id and mobile number with your respective Depository Participant (DP).
2. For Individual Demat Shareholders - Please update your email id and mobile number with your respective Depository Participant (DP) which is mandatory while e-Voting and joining virtual meeting through Depository.

F] REGISTRATION OF NON-INDIVIDUAL SHAREHOLDERS AND CUSTODIANS

1. Non-IndividualShareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.comand register themselves in the "Corporates" module.
2. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [e-mail].
3. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
4. The list of accounts linked in the login should be mailed [e-mail] on approval of the accounts they would be able to cast their vote.

During this period, Shareholders of the Company holding shares either in physical or dematerialized form, as on the cut-off date (record date) of 23rd July, 2021 may cast their vote electronically.

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

E] REGISTRATION OF EMAIL ID AND MOBILE NUMBER

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

1. For Physical Shareholders - please provide necessary details like folio number, name of

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1. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
2. Alternatively Non-Individual Shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the
   Company at the email address: [e-mail], if they have voted from individual tab and not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

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

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

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

Type of Shareholders	Login Method
Individual Shareholders	If registered for CDSL Easi / Easiest facility
holding securities in	a) Users who have opted for CDSL Easi / Easiest facility, can login through their existing
demat mode with CDSL	user id and password. Option will be made available to reach e-Voting page without
	any further authentication.
	b) The	URL	for	users	to	login	to	Easi	/	Easiest	are
	https://web.cdslindia.com/myeasi/home/loginor visitwww.cdslindia.comand click
	on Login icon and select New System Myeasi.

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by the Company.
2. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.
3. Additionally, links are also provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly.

If not registered for CDSL Easi / Easiest facility

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

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

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

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

Individual Shareholders	If registered for NSDL IDeAS facility
holding securities in	a)	If you are already registered for NSDL IDeAS facility, please visit the e-Services
demat mode with NSDL		website of NSDL.
	b)	Open web browser by typing the following URL: https://eservices.nsdl.comeither on
		a personal computer or on a mobile.
	c)	Once the home page of e-Services is launched, click on the "Beneficial Owner" icon
		under "Login" which is available under 'IDeAS' section.
	d)	A new screen will open.
	e)	You will have to enter your User ID and Password.
	f)	After successful authentication, you will be able to see e-Voting services.
	g)	Click on "Access to e-Voting" under e-Voting services and you will be able to see
		e-Voting page.
	h)	Click on Company name or e-Voting service provider name and you will be
		redirected to e-Voting service provider website for casting your vote during the
		remote e-Voting period or joining virtual meeting and voting during the meeting.
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