20 August 2021

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

The National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot. C/1, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051 Symbol: ABCAPITAL

Scrip Code: 540691 Scrip ID: ABCAPITAL

Dear Sir/Madam,

Sub: Proceedings of the 14th (Fourteenth) Annual General Meeting held on Friday, 20 August 2021

Ref: Regulations 30 and 44 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

• i) The 14th Annual General Meeting ("AGM") of Aditya Birla Capital Limited ("the Company") was held today, i.e. Friday, 20 August 2021 at 11.00 A.M., through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) in compliance with the applicable Circulars issued by the Ministry of Corporate Affairs, Government of India and Securities and Exchange Board of India.
• ii) The following items of business as laid down in the Notice of the AGM dated 20 July 2021, were transacted at the AGM.

• iii) In terms of the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Circulars and the applicable provisions of the SEBI Listing Regulations, the Members of the Company were provided the facility of remote e-voting. The remote e-voting period commenced at 9:00 a.m. (IST) on Tuesday, 17 August 2021 and ended at 5:00 p.m. (IST) on Thursday, 19 August 2021. Further, the facility to vote on resolutions through e-voting system at the AGM (Insta Poll) was made available to the Members who participated at the AGM and had not cast their votes through remote e-voting.
• iv) Mr. B. Narasimhan (FCS No.:1303/ COP No.:10440), Proprietor, M/s. BN & Associates, Practicing Company Secretaries was appointed as the Scrutinizer to scrutinize the voting process for the AGM. The Scrutinizer's Report dated 20 August 2021 is attached as Annexure 1.
• v) In terms of the provisions of Regulation 44 of the SEBI Listing Regulations, the details of the results of voting held through remote e-voting and e-voting at the AGM are attached as Annexure 2.
• vi) The results of voting shall also be uploaded on the website of the Company and KFin Technologies Private Limited (KFin), the Registrar and Transfer Agents of the Company.
• vii) All resolutions as set out in the Notice of the AGM were duly approved by the Members with requisite majority.
• viii) The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015, of the Directors appointed /re-appointed at the AGM and that of B S R & Co. LLP, Chartered Accountants, Statutory Auditors appointed at the AGM are given in Annexure 3.

The above is for your information and records.

Thanking you,

Yours sincerely,

For Aditya Birla Capital Limited Amber Gupta Digitally signed by Amber Gupta Date: 2021.08.20 20:05:16 +05'30'

Amber Gupta Company Secretary Cc:

Aditya Birla Capital Ltd. One World Centre, Tower 1, 18th Floor, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013 +91 22 4356 7000 | (F) +91 22 4356 7111 [email protected] | www.adityabirlacapital.com

Registered Office Indian Rayon Compound, Veraval- 362 266, Gujarat +91 28762 45711 CIN L67120GJ2007PLC058890

Luxembourg Stock Exchange

Market & Surveillance Dept., P.O. Box 165, L-2011 Luxembourg, Grand Duchy of Luxembourg

Citi Bank N.A. Depositary Receipt Services

388 Greenwich Street 14th Floor, New York, NY 10013

Citi Bank N.A.

Custodial Services FIFC, 11th Floor, C-54 & 55, G Block Bandra Kurla Complex Bandra (East), Mumbai 400 051

Listing Agent

Banque Internationale à Luxembourg SA 69 route d'Esch L - 2953 Luxembourg Grand Duchy of Luxembourg

Com bined Scrutinizer's Report

To, The Chairman Registered Office: Aditya Birla Capital Limited lndian Rayon Compound, Veraval 362266

Corporate Office: One World Centre, Tower-I, 18th Ftoor, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumhai 400013

Sub: Passing of Resolution{s) through remote e-voting and voting electronically at the 14th Annual General Meeting {AGM) ol Adiya Birla Capital Limited held through Video Conferencing {VC} or Other Audio Visual Means {OAVM) on Friday, 20th August 2A21" at 11.00 A.M.pursuant to Section 108 of the Companies Act, 2013 read with Rule Z0 of the Companies {Management and Administration} Rules, 2014 as amended and Regulation 44 of the Securities and Exchange Board of lndia {Listing Obligations and Disclosure Requirements) Regulations, 2015 the General Circulars No.2Ol2A20 dated 5th May, 202O read with circulars dated 8th Aprit, 2020 14th April, 2020 and 13th January 2021, issued by the Minsitry of Corporate Affairs (MCAI and in accordance with the circular dated 12'h May, 2020 read with circutar dated 15th January 2021 issued by the Securities and Exchange Board of lndia (SEBI) commonly referred to as .RELEVANT CIRCULARS ".

The Board of Directors of Aditya Birla Capital Limited {hereinafter refeted to os the "Company'J at its meeting held on 14th May 2021 has appointed me as the Scrutinizer for the Remote E-voting process as well as to scrutinize the electronic voting conducted at the 14th Annual General Meeting (AGM) pursuant to Section 108 of the Companies Act, 2013 (Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44 of the Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations) as amended by the "RELEVANT CIRCULARS' issued in this connection both by MCA and SEBI, providing relaxation for the manner in which the AGM shall be held and conducted. The RELEVANT CIRCULARS provides for relaxation in the manner in which the AGM will be held including the manner of sending the Notices and Annual Reports to the shareholders and the manner of voting at the meeting, which was necessitated on account of the outbreak of COVID -19 TCORONAVIRUS) pandemic. lsay, I am familiar and wellversed with the concept of electronic voting system as prescribed under the said Rules and the relaxations as provided in the RELEVANT CIRCULARS .

As mentioned in the Notice the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company at lndian Rayon Compound, Veraval 362266, Gujarat, which shall be the deemed venue of the AGM.

60\1 602, B Wing, Cosmic Heights, Bhakti Park, Itratrr Theater Compound, Wadala (E), Mumbai - 400 031. T:+91 222403 6596 M:+91 90040 8949019820142331 E:[email protected]/bn(@bnpassociates.in

Report on Scrutiny:

• o The Company had appointed KFin Technologies Private Limited {'KFIN') as the Service Prouider, for the purpose of extending the facility of Remote E-Voting to the Members of the Company and for voting electronically at the meeting.
• a KFIN are also the Registrar and Transfer Agents t'RTAt') of the Company.
• a The Service Provider had provided a system for recording the votes of the Members electronically through remote e-voting as well as at the meeting on all the items of the business sought to be transacted in the 14th AGM of the Company, which was held on Friday 20th August, 2021.
• The Service Provider had set up electronic voting facility on their website, https:l/www.evotine.kfin . The Company had uploaded allthe items of the business to be transacted at the AGM on the website of the Company and also it's Service Provider and also on the websites of Stock Exchanges viz BSE Limited and National Stock Exchange of lndia Limited to facilitate their Members to cast their vote through Remote E-Voting.
• The Management of the Company is responsible for ensuring compliance with the requirements of the Act and the Rules there under and SEBI Listing Regulations.
• My responsibility as the Scrutinizer of the voting process (through E-voting), was restricted to scrutinize the E-voting process, in a fair and transparent manner and to prepare ^a Scrutinizer's Report of the votes cast in favour and against the resolutions stated in the Notice, based on the reports generated from the E-voting systern provided by KFIN the Service Provider.
• As provided in the RELEVANT CIRCULAR\$ the Company had advertised in the newspapers, asking members who have not registered their email ids with the Company or KFIN or with the respective Depository Participant viz. National Securities Depository Limited {"NSDL") and the Central Depository Services (lndia) Limited ("CDSL") to do so and to the extent, details were provided by the shareholders, they were considered for sending the Notice of the AGM and Annual Report 2O7O-21.
• The Service Provider had sent the Notice of the AGM along with Annual Report 2A2O-21and E-voting details by email to 4,24,215 members, whose email lds were made available by the Depositories or were registered with the Company / KFIN. For those Members whose email ids were not available / registered, the Notice of the AGM along with Annual Report TOZA-ZL could not be sent. The Notices sent through email contained the detailed procedure to be followed by the Members who were desirous of casting their votes electronically as provided in the Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and as provided in the f,ELEVANT CIRCUIARS.
• The Company completed the dispatch of Notice of AGM and Annual Report 2A2A-21by emailto the Members by 28'h luly,2A71.
• The Cut-off date for the purposes of identifuing the Members who were entitled to vote on the resolutions placed for approval of the Members was Friday, 13th August 2021.

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• As prescrihed in the aforesaid Rules, the Remote E-Voting facility was kept open for three days from Tuesday, 17th August, 2A2L at 9.00 A.M. to Thursday, 19* August 2021 till 5:00 P.M.
• As prescribed in clause (lV) of the Circular dated 5* May, 2020 issued by MC& which is formimg part of the RELEVANT CIRCULARS, the Company had released an advertisement prior to sending Notice of AGM to the Members which was published in English in 'Business Standard' newspaper having country-wide circulation dated 23'd July, 2O2L , and in Gujarati in ' Sandesh' Newspaper, Rajkot edition dated 23'd July, 2021. The Notice of AGM contained the required informaticn as provided under clause lV {a} to (f} of the said circular.
• As prescribed in clause (v) of sub rule 4 of the Rule 20 of the Companies (Management and Administration)) Rules, 2Ot4, the Company has also released an advertisement, which was published 21 days before the date of the AGM in English in 'Business Standard'newspaper having country-wide circulation dated 29th July, 2021., and in Gujarati in 'Sandesh' newspaper dated 29th July, 2021. The notice published in the newspaper carried the required information as specified in Sub Rule 4(v) (a) to (h) of the said Rule 20.
• At the end of the e-voting period on L9'h August 202L at 5.00 P.M., the voting partal of the service provider was blocked forthwith.
• KFIN provided me the names , DP lD/ folio numbers and shareholding of Members who had cast theirvotes through remote e-voting.
• r At the 14th AGM of the Company held through VC / OAVM, on Friday, 20th August,2A21, after considering all the items of business, the facitity to vote electronically through lnstapoll was provided to facilitate those members who are attending the meeting through VC / OAVM but could not participate in the Remote E-voting to cast their votes. On 20th August 2O21,, after tabulating the votes cast electronically by the system provided by KFIN, the votes cast through Remote E-Voting facility was duly unblocked by me as a Scrutinizer in the presence of Mr. R Mahesh and Ms. Saroj Narasimhan who acted as the witnesses, as prescribed in Sub Rule (xii) of the said Rule 20. After the voting by electronic means the votes cast through remote E-voting process was tabulated for the purpose of considering the total votes cast bythe shareholders through both ways.
• r Thereafter , I as scrutinizer duly compiled details of the Remote E-Voting carried out by the Members and the electronic voting done at the AGM, the details of which are as follows :

.iIhe results of the Remote E-uoting together with that of the voting conducted at the AGM by way of Electronic means are as under:

G# %9 a-5.

Note:

• 1. Percentage of votes cast in favour or against the resolutions is calculated hased on the Valid Votes cast through Remote E-Voting and through electronic voting at the AGM.
• 1. The votes are considered invalid on account of abstained from voting or voting for lesser number of shares than actually held as on the cut off date.

ORDINARY BUSINESS

U ltem No. 1of the Notice {As an Ordinary Resolution}:

Adoption of the Audited Financial Statements (Consolidated and Standalone) for the Financial Year ended 31"t March 2021and the Reports of the Board of Directors' and Auditors thereon

Item No. 1 of Notice stands passed with the requisite majority.

lU ltem No. 2 of the Notice (As an Ordinary Resolution);

Appointment of a Director in place of Mr. SushilAgarwal tDlN 00050017) who retires from office by rotation and being eligible offers himself for re-appointment

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Item No. 2 of Notice stands passed with the requisite majority.

IIII ltem No.3 of the Notice {As an Ordinary Resolution}:

Appointment of B S R & Co. LLP, Chartered Accountants as the Statutory Auditars for a period of 3 years i.e. from the conclusion of 14tt Annual General Meeting until the conclusion of tlh Annual GeneralMeeting

Item No. 3 of Notice stands passed with the requisite majority

SPECIAL BUSINESS

lV) ltem No.4 of the Notice {As an Ordinary Besolution}.'

Appointment of Mr. Romesh Sobti {DlN 00031034} as a Non Executive (Nominee} Director

Item No.4 of Notice stands passed with the requisite majority.

Vl ltem No.5 of the Notice { As a SpecialResolution}

Re-appointment of Mrs. Vijayalakshmi lyer {DlN 05242960}as an lndependent Director for a second term of 5 (flve) consecutive years from 26 June 24221o25 JuneZa?T

Item No. 5 of Notice stands passed with the requisite majority

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Vl) ltem No.5 of the Notice {As a Special Resolution};

Re-appointment of Mr. Arun Kumar Adhikari {DlN 00591057} as an Independent Director for a second term of 5 (five) consecutive years from 26 June 2A22 b 25 June 2027

Item No. 5 of Notice stands passed with the requisite majority.

Vll) ltem No.7 of the Notice (As a SpecialResolution).'

Re-appointment of Mr. Puranam Hayagreeva Ravikumar {DIN 00280010} as an lndependent Director for a second term of 5 (Five) consecutive years from 26 June 2A22 b 25 June 2027 who shall exceed 75 years of age during his second term

Item No. 7 of Notice stands passed with the requisite majority.

Vlll} ltem No. 8 of the Notice {As a Special Resolution}.'

Re-appointment of Mr. Subhash Chandra Bhargava tDlN 00020021), who has exceeded 75 years of age, as an lndependent Director, for a second term of 3 (Three) consecutive years from 1 September 2O21to 31 Augusl2024

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Item No. 8 of Notice stands passed with the requisite majority.

All the Resolutions mentioned in the AGM Notice dated 20th July, 2021 as per the details above stands passed under Remote E-voting and voting conducted at AGM Electronically with the requisite majority and hence deemed to be passed as on the date of the AGM.

I hereby confirm that I am maintaining the soft copy of the Registers received from the Service Provider in respect of the votes cast through Remote E-Voting and voting conducted at AGM by way of elecronic means by the Members of the Company. All other relevant records relating to remote e-voting and Electronic voting is under my safe custody and will be handed o\rer to the Cornpany Secretary for safe keeping, after the Chairman signs the Minutes.

Thanking you.

Yours Faithfully For B.N. & Associates COMPANY SECRETARIES

:S.

CS B Narasimhan {Proprietor} (FCS no 1303 COP no 10440)

Place: Mumbai Date: August 2A, 2421

The following were the witnesses to the unblocking the votes cast through remote e-voting

f) {,n/e*1 .

1. R. Mahesh

J -^1 6-'to'v*^.."^-[*^'

1. Ms. Sdroj narasimhan

teceived the Report together wlth other data/records mentioned therein:

Amber Gupta

Digitally signed by Amber Gupta Date: 2021.08.20 18:14:19 +05'30'

. Place: Mumbai Date: AugustZ0,2A27

Signed by Mr. Amber Gupta Ccmpany Secretary {Authorised by Board} Annexure 2

Amber Gupta

Digitally signed by Amber Gupta Date: 2021.08.20 20:05:57 +05'30'

Amber Gupta

Digitally signed by Amber Gupta Date: 2021.08.20 20:07:19 +05'30'

Digitally signed by Amber Gupta Date: 2021.08.20 20:07:49 +05'30'

Annexure-3

Appointment / Re-Appointment of Directors: Mr. Romesh Sobti, Mrs. Vijayalakshmi Iyer, Mr. Arun Kumar Adhikari, Mr. Puranam Hayagreeva Ravikumar and Mr. Subhash Chandra Bhargava

Amber Gupta

Registered Office Indian Rayon Compound, Veraval- 362 266, Gujarat +91 28762 45711 CIN L67120GJ2007PLC058890

Digitally signed by Amber Gupta Date: 2021.08.20 20:08:23 +05'30'

Amber Gupta

Digitally signed by Amber Gupta Date: 2021.08.20 20:08:57 +05'30'

Annexure 3 (i)

Brief Profile of Directors:

Amber Gupta

Digitally signed by Amber Gupta Date: 2021.08.20 20:09:40 +05'30'

Brief Profile of Directors:

APPOINTMENT OF B S R & CO. LLP, CHARTERED ACCOUNTANTS, AS STATUTORY AUDITORS

Amber Gupta

Digitally signed by Amber Gupta Date: 2021.08.20 20:11:10 +05'30'