We have pleasure in presenting to you the 129^th Annual Report of the Company along with the audited financial statements, for
the year ended March 31,2026. Throughout the year, a mix of economic, geopolitical, and technological challenges transformed
the global environment, creating new economic uncertainties and social vulnerabilities. Many developing countries faced
ongoing difficulties, which hindered progress toward the sustainable development goals for much of the world, including
our Company. Despite these challenges, the overall profitability including from discontinued business of Pulp & Paper for the
financial year 2025-26 has improved compared to the previous year, after accounting for all expenses and interest costs. This
year represents our strongest performance to date in terms of record booking value & collections in the real estate segment,
and the sector is continuing to grow speedily.

We remain vigilant, continuously monitoring our business operations and making every effort to ensure the health and safety
of our employees across all office locations, project sites, and production facilities.

The summarized financial results are given below.

1. SUMMARISED FINANCIAL RESULTS:

The performance of each business segment of the
Company has been comprehensively discussed in
the Management Discussion and Analysis Report
(forming part of the Annual Report).

2. DIVIDEND:

The Board of Directors has recommended a dividend
of 25% i.e., ' 2.50 (Rupees Two & Paise Fifty Only)
per share, of the face value of ' 10/- each, for your
approval which will be subject to applicable tax in
the hands of shareholders. This dividend will be paid
when declared by the shareholders, in accordance
with law. The aggregate amount of dividend will
absorb ' 27.92 Crores. Last year the dividend was
paid @ 20 % subject to applicable tax in the hands of
shareholders.

3. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided
not to allocate any portion of the retained earnings to
the General Reserves for the year ended 31^st March
2026.

4. SHARE CAPITAL:

The Company’s paid-up equity Share Capital remains
at ' 111.69 Crores as on 31^st March, 2026. The
Company has not issued any Shares or Convertible
Securities during the year.

5. EXPORTS:

The total exports of the Company for the FY 2025-26
amounted to ' 164.67 Crores (Previous year ' 180.18
Crores) representing about 4.42% of its turnover
including discontinued operations.

6. CREDIT RATING:

Your Company maintains a strong balance sheet
and adequate liquidity. CRISIL reaffirmed its credit
ratings for the Company’s long-term and short-term
financial instruments as 'CRISIL AA’ and 'CRISIL
A1 ’, respectively. This reflects your Company’s
capability to effectively manage its finances and fulfil
the financial obligations promptly.

7. DISCONTINUED OPERATIONS:a. Sale of Century Yarn and Century Denim:

The dispute initiated by the Labour Commissioner
by way of reference, pursuant to the directions of the
High Court before the Industrial Tribunal, Madhya
Pradesh regarding sale transactions in respect of
Century Yarn and Denim Units has been decided in
favour of the Company. The Tribunal held that the
sale transactions of the aforesaid units are valid
and the same are executed as per the provisions of
law. The Workers Union has however, challenged the
order of the Tribunal before Madhya Pradesh High
Court by filing a Writ Petition. The Company is taking
requisite legal steps to defend the aforementioned
Writ Petition.

b. Sale of Century Pulp & Paper Division:

At the last Annual General Meeting of the Company
held on 30^th July, 2025, you have approved the sale
of the Pulp and Paper Business of the Company
operated under the name of 'Century Pulp and Paper’
(CPP) to the buyer 'ITC Limited’ (ITC) as a going
concern on a slump sale basis for a lumpsum cash
consideration of ' 3,498 Crores to be paid by ITC to
the Company. This transaction is subject to receipt
of regulatory approvals and further subject to the
completion of the Conditions Precedent specified
in the Business Transfer Agreement (BTA) executed
with ITC.

The Competition Commission of India vide its
letter dated 16^th December, 2025 has approved
the proposed acquisition of CPP by the buyer ITC
as a going concern on a slump sale basis. The
other necessary approvals are in the process of
being obtained and the transaction is likely to be
consummated during later first half of FY 2026-27.

8. EXPANSION & MODERNISATION:Pulp and Paper:

As part of technical upgradation and production
enhancement, following initiatives have been
implemented -

• Paper Plant :

Paper Machine-1 & 2 (PM1 & 2):

A new unwind stand (at PM1&2) and a
vibrating screen in the PM 2 broke system were
commissioned to boost CHM sheeter capacity
with improved quality of product.

Paper Machine-3 (PM3):

An energy efficient motor was installed in the
PM3 hydra pulper, resulting in a power saving of
16 kw.

Paper Machine-4 (PM4):

A ropeless tail feeding system was installed to
automate tail threading. Additionally, a CD caliper
profile control system was implemented to
improve reel building, increase moisture content
and reduce fibre consumption. The MMD drive
system and AC01 controller were also upgraded.
Board machine:

The Maruishi ream packing machine was
successfully commissioned to support higher
sheeting production. A new Salvage Winder has
been successfully commissioned for providing
flexibility in production processes.

• Fiber Pulp Mill:

A new VAM chiller machine was installed to
achieve energy savings.

• Recovery Plant:

Two out of the Eight ESP controllers
were upgraded. The Methanol Plant was
commissioned, & firing began in the Lime Kiln in
June in order to utilize the heat value available
in foul condensate in the evaporator plant to
reduce environment footprint. This has resulted
a noticeable reduction in furnace oil consumption
in the lime kiln.

• Power House :

Data loggers for Units 1, 2, and 3 were upgraded
to enable smooth, real time data transmission to
the CPCB server through API-based integration.

9. DIRECTORS:a. Reappointment of Director:

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Shri Kumar Mangalam
Birla (DIN: 00012813) retires by rotation as
Director, at the ensuing Annual General Meeting
of the Company and being eligible, offers himself
for reappointment. A brief profile of Shri Kumar
Mangalam Birla is provided in the Notice of AGM.
The Board recommends his reappointment.

b. Familiarization Program for the Independent
Directors:

To make certain that newly appointed directors
understand their roles and responsibilities
as outlined in the Companies Act, 2013,
the Company has developed a detailed
familiarization program over time. This extensive
process provides an overview of the Company’s
Real Estate and Pulp & Paper operations,
including the associated opportunities and risks.
To ensure directors remain knowledgeable
and capable of making informed decisions,
they receive regular updates on industry
developments and best practices relevant to
the Company’s Real Estate and Pulp & Paper
businesses.

c. Board Evaluation:

The Board has conducted an annual
assessment of its overall performance
including that of the Chairman and individual
Directors as well as functioning of its Audit,
Nomination & Remuneration, CSR, and other
Board Committees in compliance with the
requirements of the Companies Act, 2013 and
SEBI Listing Regulations.

During the Board meeting all key factors to
assess the performance of the Chairman, each
director, the Board as a whole, and its various
Committees were comprehensively reviewed.

The Nomination and Remuneration Committee
carefully designed a detailed questionnaire
aligned with SEBI’s circular and recommended
it to the Board. The questionnaire facilitated
the evaluation of the Board, its Committees,
the Chairman, and individual directors. The
assessment considered directors’ contributions
across various aspects related to the Board
and its operations, including the adequacy
of its composition, fulfillment of specific
responsibilities, obligations and governance.
The evaluation also took into account the
protection of the Company’s interests and those
of its minority shareholders, examining each
director’s submission including the Chairman’s
along with factors such as engagement level,
contribution, independence of judgement,
knowledge and perspectives during discussions.
To maintain independence from management,
the entire Board assessed the Independent
Directors, excluding the director under review.
Separately, the Independent Directors evaluated
the performance of the Chairman and the Non¬
independent directors in a separate meeting.
Summary of Performance Evaluation is as
under :-

AC: Audit Committee; NRC: Nomination and
Remuneration Committee; SRC: Stakeholders’
Relationship Committee; CSR: Corporate
Social Responsibility Committee; RMC: Risk
Management Committee.

Overall, the Directors expressed general
satisfaction with the evaluation process.

d. Meetings:

During the year, 6 (six) Board meetings were
convened and held. The details thereof are
given in the Corporate Governance Report.
The intervening gap between the Meetings
was within the period prescribed under the
Companies Act, 2013.

10. AWARDS, CERTIFICATES, PRIZES:

Various Divisions/Subsidiary of the Company have

received notable awards as mentioned below:

Birla Estates Private Limited (100% subsidiary):

i. Birla Estates commitment to safety has been
globally acknowledged with Birla Niyaara, a
project in Mumbai and Birla Tisya, a project
in Bengaluru being awarded the British
Safety Council’s Sword of Honour, one of the
highest international recognitions in safety
performance.

ii. Birla Niyaara, a project in Mumbai received the
"Safety Shield" award for excellence in safety from
the National Safety Council of India, underscoring
the robustness of safety practices and stringent
on-site standards.

iii. Birla Estates achieved a perfect GRESB score of
100/100 and ranked the top residential developer
in Asia, reflecting the strength of ESG practices
and governance framework.

iv. Birla Niyaara, a project in Mumbai became the
first project in India to receive certification under
BREEAM, a globally recognized sustainability
standard, earning a five-star rating.

v. Birla Estates was named among "ET Now’s Best
Organisations for Women 2026"

Century Pulp & Paper Division:

vi. The Division has received 'First prize’ in 119^th All
India Farmers’ Fair and Special Prize in Agro¬
forestry, Nursery, Herbal and medicinal plant
group at 118^th All India Farmers’ Fair organised by
and held at G B Pant University of Agriculture &
Technology, Pantnagar, Uttarakhand.

vii. Special Recognition Award in 38^th Quality Circle
Competition conducted by M/s CII at Rudrapur
for CMG generation (waste to wealth) on 25^th
September, 2025.

viii. 'Gold Award’ from Grow Care India Occupational
Health and Safety award 2025.

ix. 'Silver Award’ to the Board Plant for reducing
the overall finishing loss in 11^th CII Kaizen Circle
competition conducted by Confederation of
Indian Industry (CII) held on 17^th & 18^th December,
2025.

11. STATUTORY AUDITORS:

M/s. S R B C & Co. LLP Chartered Accountants (ICAI
Firm Registration No.324982E/E300003), who are the
Statutory Auditors of the Company, will be completing
their second term of appointment for five years and
accordingly will hold office up to the forthcoming
Annual General Meeting. As per the Companies
Act, 2013, a new firm M/s. Singhi & Co., Chartered
Accountants (ICAI Firm Registration No. 302049E)
has been recommended for appointment as Statutory
Auditors of the Company for a term of 5 years from
the conclusion of the forthcoming Annual General
meeting of the Company. They have confirmed their
eligibility under Section 141 of the Act, and the Rules
framed thereunder, for their appointment as Auditors
of the Company.

12. AUDITORS' REPORT:

The Auditors’ Report to the shareholders contains -
no reservation, qualification, or disclaimer. During the
year under review, neither the Statutory Auditor nor
the Cost Accountant & Secretarial Auditor have under
Section 143(12) of the Companies Act, 2013 reported

to the Audit Committee of the Board, any instances of
fraud committed against the Company by its officers
and employees, the details of which would otherwise
be required to be mentioned in this report.

13. COST AUDITORS AND COST AUDIT REPORT:

The Company is required to maintain cost accounts
and cost records for its manufacturing activities in
compliance with Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Rules, 2014, and these records must be audited.
Accordingly, such accounts and cost records are
maintained in respect of its manufacturing operations.
The cost audit report for the financial year 2024-25
was submitted to the Ministry of Corporate Affairs
on 18^th August, 2025. M/s. R. Nanabhoy & Co., Cost
Accountants, were appointed as the Company’s Cost
Auditor.

Based on the recommendation of the Audit Committee,
your Directors have appointed M/s. R. Nanabhoy &
Co., Cost Accountants, to audit the cost accounts of
the Company’s Pulp & Paper products for the financial
year 2026-27 at a remuneration of ' 0.60 lac.

As mandated by the Companies Act, 2013, the
remuneration payable to the cost auditor is required
to be placed before the members in a general meeting
for their ratification. Accordingly, a proposed resolution
seeking the members’ ratification for the remuneration
payable to M/s. R. Nanabhoy & Co., Cost Auditors, has
been included in the Notice convening the 129^th Annual
General Meeting of the Company.

14. SECRETARIAL AUDIT:

In accordance with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the
Company has appointed M/s. Sanjay Sangani & Co.,
Practicing Company Secretaries (CP No.3847), to
conduct the Secretarial Audit of the Company for a
term of five consecutive financial years commencing
from 1^st April, 2025. The Secretarial Audit Report

for the year ended 31^st March, 2026 is annexed as
'Annexure-I' to this Report. The Company has adhered
to all applicable Secretarial Standards (SS1 and SS2)
issued by the Institute of Company Secretaries of
India, relating to the meetings of the Board including
its Committees and General Meetings which have
mandatory application during the year under review.
The Secretarial Audit Report contains no adverse
comments, qualifications, reservations or disclaimers.
Additionally, the Secretarial Audit Report for the
Company's unlisted material subsidiary viz. Birla
Estates Private Limited is annexed as 'Annexure I(a)'
to this Report and the said Secretarial Audit Report
contains no adverse comments, qualifications,
reservations or disclaimers.

15. FIXED DEPOSITS:

During the year, the Company has neither invited
nor accepted any deposits from the public and there
are no deposits outstanding in accordance with the
Companies (Acceptance of Deposits) Rules, 2014.

16. LOANS, GUARANTEES AND INVESTMENTS:

The Company's Consolidated and Standalone Financial
Statements contain information regarding the details
of loans and guarantees given and securities provided,
and the investments made by the Company as covered
under the provisions of Section 186 of the Companies
Act, 2013.

17. TRANSFER OF UNCLAIMED DIVIDEND AND
UNCLAIMED SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF):

The details pertaining to the transfer of unclaimed
dividend and unclaimed shares to IEPF are given in the
Corporate Governance Report which forms part of this
Annual Report.

18. DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility
for ensuring compliance with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies
Act, 2013 in the preparation of the annual accounts for
the year ended on 31^st March, 2026 and states that:

a. In the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures.

b. The directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
Company for that period.

c. The directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

d. The directors have prepared the annual accounts
on a going concern basis.

e. The directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

f. The directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

19. CTIL EMPLOYEE STOCK OPTION SCHEME 2023:

CTIL Employee Stock Option Scheme 2023
("Scheme") was implemented by the Company
during the financial year 2023-24 through a trust
named 'CTIL Employee Welfare Trust'. This trust
acquired 12,52,480 equity shares of the Company
via secondary acquisition on the platform of a
recognized Stock Exchange for cash consideration.
According to Ind AS, the purchase of the Company's
own equity shares has been treated as treasury
shares and disclosed under 'Other Equity' in the
Financial Statements. Each stock option when
exercised will be converted into one fully paid-up
equity share of ' 10/- each of the Company.

During the year, the Nomination and Remuneration
Committee ("NRC") of the Board granted 8,772 time-
based stock options to an eligible employee of Birla
Estates Private Limited ("BEPL"), a wholly owned
subsidiary of the Company. After cancelling 38,290
stock options due to cessation of an employee of
BEPL, the total number of options granted stood at
11,71,731. Of these 8,32,442 options (comprising
89,524 time-based and 7,42,918 performance-based
options) were vested during the year and employees
exercised 50,864 options through both cashless and
non-cashless methods at predetermined exercise
price. As of 31 ^st March, 2026, the trust holds a total
of 11,17,836 equity shares of the Company of which
10,37,087 equity shares will be transferred to the
eligible employees under the Scheme exercising their
options, while 80,749 equity shares remain unallocated
not backed by any grant of options.

Furthermore, in line with the Securities Exchange
and Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (SEBI SBEB
and SE Regulations), the validity period for granting
the remaining unallocated options to the eligible
employees under the scheme expired on 31 ^st March,
2026 as extended and approved by the NRC earlier
in March, 2025. Consequently, through a resolution
passed on 28^th March, 2026, the NRC authorised
the sale of 80,749 unallocated shares which are not
backed by any option grants, in the secondary market
to partially repay the outstanding loan amount of the
Trust.

The Scheme is in compliance with SEBI SBEB and
SE Regulations and has received approval of the
shareholders. A certificate confirming this compliance
from the Company's secretarial auditors is available
on the Company's website www.adityabirlarealestate.
com for inspection by the shareholders.

Additionally, the web-link containing details of the
Scheme, as required to be disclosed under SEBI
SBEB and SE Regulations, is also provided on the
Company's website at https://www.adityabirlarealestate.
com/abrelcms/uploads/policiescodesothers/
policiescodesothers_1780317257.pdf

20. KEY MANAGERIAL PERSONNEL:

Mr. R.K. Dalmia is the Managing Director of the
Company. Mr. Snehal Shah, the Chief Financial
Officer (CFO), retired from the Company at the
close of business on 28^th February, 2026. Effective
1^st March, 2026, Mr. Keyur Shah has been appointed
as the new CFO. In addition to this role he continues to
serve as CFO of Birla Estates Private Limited (BEPL), a
wholly owned subsidiary of the Company. Mr. Atul K.
Kedia holds the position of Joint President (Legal) &
Company Secretary.

21. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is
enclosed as a part of this Annual Report. Additionally,
a certificate from the Company's Auditors confirming
adherence to the prescribed Corporate Governance
norms is annexed to the Corporate Governance
section of the Annual Report.

22. AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee consists of four members, all
of whom are Independent Directors. The Company
Secretary serves as the Secretary of the Committee.
All related party transactions are conducted at arm's
length. Throughout the year, the Board has accepted
all recommendations made by the Audit Committee.
The Company has established a vigil system that
enables Directors and Employees to report genuine
concerns regarding any unethical behaviour or
misconduct related to the Company or its operations
or affairs. This policy allows whistleblowers to formally
report issues such as malpractice, abuse, misuse of
authority, fraud, violation of Company policies or rules,
negligence, manipulation, threats to public health and
safety, misappropriation of funds, unethical conduct,
and other activities that could affect or are likely to
affect the Company's interests. According to the
policy, any protected disclosure can be submitted
to the Company's Vigilance and Ethics Officer or,
in exceptional cases, to the Chairman of the Audit
Committee or the Managing Director. Every protected
disclosure made under this policy must be documented
and thoroughly investigated. If the investigation leads

the Vigilance and Ethics Officer or the Chairman of
the Audit Committee to conclude that an improper
or unethical act has occurred, they will recommend
appropriate disciplinary or corrective measures to
the Company’s management. Information about the
vigil mechanism is also available on the Company’s
website at www.adityabirlarealestate.com.

23. RISK MANAGEMENT:

The Company has constituted a Risk Management
Committee, responsible for reviewing the Company’s
risk management plan and process. This Committee
identifies potential risks and evaluates their possible
impact to enable timely actions for risk mitigation
in accordance with the Company’s Enterprise Risk
Management (ERM) Framework.

Additionally, the Audit Committee has been delegated
with the responsibility of monitoring and reviewing
risk management activities including assessment
and minimization procedures. It is also responsible
for developing, implementing and monitoring the risk
management plan as well as identifying, reviewing and
addressing all risk factors that the Company might
face.

The Business Continuity Management System (BCMS)
policy, which includes the Business continuity plan
along with related policies, procedures, and manuals
is continuously being enhanced to meet evolving
business needs and industry best practices. The
Company regularly reviews its risk register to ensure
alignment with changes in economic environment,
market trends, and regulatory requirements. The Risk
Management Committee reviews the Company’s top
risks and those of its business units at least twice
in a year, with the most recent review conducted on
16^th March, 2026.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE:

In accordance with the provisions of Section 135 of
the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
the Company’s Board of Directors has established a

Corporate Social Responsibility Committee, chaired
by Smt. Rajashree Birla. The other members of the
Committee as on date of this report are Shri Pramod
Kabra, Ms. Preeti Vyas, both independent directors
and Shri Rajendra Kumar Dalmia, Managing Director.
Dr. Pragnya Ram, Group Executive President - Group
Head of CSR, Legacy Documentation & Archives and
Corporate Communication, is a permanent invitee to
the Committee.

The Committee advises the Board on activities to be
undertaken during the year as outlined in Schedule
VII of the Companies Act, 2013. The Company has
adopted a CSR Policy, which is accessible on its
website at www.adityabirlarealestate.com. According
to this policy, the Company actively contributes to the
social, environmental, and economic development of
local communities, aiming to improve the quality of life
for disadvantaged groups. Its efforts focus on areas
such as Education, Promotion of Sports, Sustainable
Livelihood and Women Empowerment, Infrastructure
Development, Health Care, and Environmental
Sustainability. These projects are mainly carried out in
villages near the Company’s plant location.

During the financial year 2025-26, the Company
spent ' 4.92 Crores on approved CSR initiatives
under Schedule VII of the Companies Act, 2013, either
directly or through implementing agencies. This
amount was against a statutory obligation of ' 6.42
Crores. Additionally, ' 1.50 Crores was transferred
to the Unspent CSR Account as required by law,
specifically allocated for an ongoing project. Further,
out of ' 3.30 Crores remaining unspent for the year
2024-25 relating to an ongoing project and deposited
in a separate bank account, ' 1.65 Crores has already
been incurred during the year.

Throughout the year, the Company implemented
various projects including promoting education (which
involved providing scholarships to deserving and
talented students through A World of Opportunity
Foundation - AWOO), animal husbandry, sports
promotion, rural infrastructure development,
construction of assisted living facilities for girls, and
creating wall murals. Through its initiative Mpower, the

Company also raised awareness about mental health,
a topic of growing importance. The Company’s efforts
reached approximately 111 locations across 19 States.
As a responsible corporate citizen, the Company
prioritizes the comprehensive development of
communities in and around its operational areas,
with special attention to supporting vulnerable
and marginalized groups and contributing to the
improvement of the nation’s human development
index.

Details required to be disclosed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014
are provided in 'Annexure II’ forming part of this
Annual Report.

25. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee
consists of four members, three of whom are
Independent Directors including the Committee
Chairman.

Key aspects of the Company’s Remuneration Policy
are provided in 'Annexure III’ and are included as
part of this Report. The Remuneration Policy can
also be accessed on the Company’s website at www.
adityabirlarealestate.com.

26. RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined
under the Companies Act, 2013, during the financial
year, were carried out in the ordinary course of
business and on an arm’s length basis and therefore,
do not fall under the provisions of Section 188 of
the Companies Act, 2013. There were no materially
significant transactions with the related parties during
the financial year, that conflicted with the Company’s
interest. Consequently, enclosing Form AOC-2 is not
required. Appropriate disclosures as required by the
Accounting Standard (Ind-AS 24) has been included in
the notes to the Financial Statements.

Prior approval from the Audit Committee is obtained
for all related party transactions. Additionally, the
Audit Committee grants prior omnibus approval
annually for transactions that are anticipated and

repetitive in nature. Transactions conducted under
this omnibus approval are audited, and a detailed
statement of all related party transactions is
presented to the Audit Committee for approval on
a quarterly basis. The Board’s approved policy on
related party transactions has been made available
on the Company’s website.

27. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have provided the
necessary declarations confirming that they fulfill
the independence criteria as specified in sub¬
section (6) of Section 149 of the Companies Act,
2013, and in accordance with Regulation 25 read
with Regulation 16 of the SEBI Listing Regulations.
The Board believes that there have been no changes
in circumstances that would impact the independent
status of the Company’s Independent Directors.
Furthermore, the Board is confident in the integrity,
expertise, and experience of all Independent
Directors, including their proficiency as required
under Section 150(1) of the Companies Act, 2013
and related rules. Additionally, pursuant to Section
150 and Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, the
Independent Directors have taken the necessary
steps to have their names included in the databank
of Independent Directors maintained by the Indian
Institute of Corporate Affairs.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS:

In the year 2025-26, no major material order has been
passed by any Regulator or any Court or Tribunal,
which has any material impact on the financial position
of the Company.

29. INTERNAL FINANCIAL CONTROL:

The Company maintains robust internal financial control
systems tailored to the scale, complexity, and size of its
operations. These controls were evaluated throughout
the year, with no significant weaknesses identified.
Adequate policies and procedures are established to
ensure business operations are conducted efficiently

and in an organized manner. These measures cover
asset protection, compliance with Company policies,
fraud and error prevention and detection, accuracy and
completeness of accounting records, and the timely
generation of reliable financial information.

During the review period, no cases of fraud were
reported. The internal auditor continuously monitors
and evaluates the effectiveness and adequacy of
the internal control systems. Based on the internal
auditor’s findings, relevant departments implement
corrective actions to strengthen controls within their
areas. Major audit results and the corresponding
corrective steps are submitted to the Board’s Audit
Committee for their consideration.

30. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES:

Birla Estates Private Limited (BEPL), a wholly owned
subsidiary (WOS) of the Company, as on 31^st March,
2026 has six wholly owned subsidiaries viz. Vypak
Properties Private Limited, Ekamaya Properties
Private Limited, Tarusa Properties Private Limited,
Unnatam Properties Private Limited, Vibhavya
Properties Private Limited, Isira Realcon Private
Limited (formerly Adyasha Properties Private Limited)
and a joint venture namely Vardhita Properties Private
Limited (formerly Birla Century Exports Private
Limited). Additionally, BEPL has three LLPs viz. Avarna
Projects LLP, Birla Tisya LLP and Birla Arnaa LLP.
During the year under review, the Company did not
incorporate or ceased any subsidiaries, associates,
or joint venture companies.

During the year, BEPL have successfully launched
8 projects/phases viz. 'Birla Pravaah’ a premium
residential development in Sector 71, Gurugram, 'Birla
Arika’ Phase 2 in NCR, 'Birla Taranya’ at Thane in MMR
Region, 'Birla Mrida’ in Boisar for residential plotted
development segment, 'Birla Punya’ Phase 2 in Pune,
'Birla Evam’ at Manjiri in Pune, 'Birla Evara’ Phase 2 and
'Birla Trimaya’ Phase 4 in Bengaluru were launched.
BEPL along with its subsidiaries registered a loss of
' 221.05 Crores, compared to profit after tax of '18.35
Crores in the previous year.

Your Company has adopted a policy on determination
of material subsidiaries in line with the SEBI Listing
Regulations. The policy aims to determine the
material subsidiaries of your Company and to provide
governance framework for such subsidiaries.

In terms of threshold limit laid down under the SEBI
Listing Regulations, Birla Estates Private Limited is a
material unlisted subsidiary of the Company for the
FY 2025-26 and no other subsidiary is a material
subsidiary.

CTIL Community Welfare Foundation, a not-for-
profit Company incorporated under Section 8 of the
Companies Act, 2013 (wholly owned subsidiary)
for undertaking Charitable and Corporate Social
Responsibility (CSR) activities of the Company
registered a deficit of ' 0.45 lac (previous year deficit
of ' 0.58 lac).

Industry House Ltd., in which the Company holds
about 35% of equity share capital, is an Associate
Company. Despite this fact, the accounts of Industry
House Ltd. have not been consolidated with those of
the Company as there is no requirement for the same
as per the Ind-AS 28.

As reported in earlier years, your Company had formed
a 50:50 Joint Venture in collaboration with Grasim
Industries Limited namely 'Birla Advanced Knits Private
Limited’ (JV Company) to manufacture Circular Knit
Fabrics, the operations of which were discontinued.
Post discontinuation, an agreement dated 13^th October,
2025 was entered with RSWM Limited (Buyer) for sale
of its plant and machineries along with accessories
and spares for cash consideration of ' 54.11 Crores
resulting in complete closure of the operations of the
BAKPL. The said consideration was utilized towards
repayment of liabilities of BAKPL.

Further, both JV partners have infused additional
equity of ' 13.50 Crores each in BAKPL to meet its
outstanding liabilities. Accordingly, the Company
has recognized provision to that extent towards its
exposure in JV which has been given in the financial
statements. During the year, the BAKPL has registered
a loss of ' 127.45 Crores (previous year’s loss of
' 63.30 Crores).

The highlights of the performance of the Subsidiaries,
Joint Ventures, Associates and their contribution to the
overall performance of the Company are mentioned in
Form AOC-1, which forms part of this Annual Report.

31. CONSOLIDATED FINANCIAL STATEMENT:

The Directors also submit the audited consolidated
financial statements which include the duly audited
financial statements of the subsidiaries, prepared in
accordance with the Companies Act, 2013, relevant
Accounting Standards and other applicable laws, if any.
A separate statement containing the salient features
of its subsidiaries, associates and joint venture in the
prescribed form AOC-1 is annexed separately.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of The Companies (Accounts)
Rules, 2014, are set out in 'Annexure IV’ hereto.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE & MATERNITY BENEFIT:

The Company maintains a strict zero tolerance policy
towards sexual harassment in the workplace. The
Company has adhered to the provisions relating to
the constitution of an Internal Complaints Committee
as mandated by the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. During the year under review, the Company
has received one complaint under the aforesaid Act.
The complaint received during the year pending as of
31^st March, 2026 is being investigated following the
prescribed procedures and appropriate action will
be taken based on report by the Internal Complaints
Committee. Further, during the year no complaint was
pending for more than 90 days. The Company remains
dedicated to ensuring a safe and supportive work
environment for all its employees and associates.

The Company has complied with the provisions
relating to the maternity benefits under the Maternity
Benefit Act, 1961.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING:

A separate section of Business Responsibility and
Sustainability Report forms part of this Annual Report
as required under Regulation 34(2) (f) of the SEBI
Listing Regulations.

35. PARTICULARS OF EMPLOYEES:

The details of employees required under Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the
'Annexure V’ hereto and the same forms a part of this
Report.

The information mandated by Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and forming part
of the Directors’ Report for the year ended 31^st March,
2026 is given in a separate Annexure to this Report.
The said Annexure is not being sent along with this
Report to the Members of the Company in accordance
with the provisions of Section 136 of the Companies
Act, 2013. Members who are interested in obtaining
this Annexure may write to the Company Secretary
at the Company’s Registered Office. The aforesaid
Annexure is also available for inspection by the
Members at the Registered Office of the Company, 21
days before the 129^th Annual General Meeting and up
to the date of the said Annual General Meeting during
business hours on working days.

None of the employees listed in the said Annexure
is a relative of any Director of the Company. None of
the employees holds (by himself or along with his/
her spouse and dependent children) more than two
percent of the equity shares of the Company.

36. ANNUAL RETURN:

The web-link for the Annual Return placed
on the Company’s website is https://www.
adityabirlarealestate.com/abrelcms/uploads/
annualreturn/annualreturn_1780316929.pdf

37. GENERAL DISCLOSURES:

i. There were no material changes or commitments
affecting the Company’s financial position
between the end of the financial year and the date
of this Report.

ii. There was no revision in the financial statements.

iii. The Company has not issued any sweat equity
shares.

iv. The Company has not issued any shares with
differential voting rights.

v. There has been no change in the nature of
business except as mentioned in the item no.7
(b) of this Report.

vi. The Company has not made any application during
the year under the Insolvency and Bankruptcy
Code, 2016 and there is no proceeding pending
under the said Code as at the end of the financial
year.

vii. The Company has not entered in to any one¬
time settlement during the year, therefore, no
disclosure related to this is applicable.

38. ACKNOWLEDGEMENTS:

The directors express their gratitude to various Central
and State Government Departments, Organizations,
and Agencies for their ongoing assistance and co¬
operation. They also sincerely thank all the Company’s
stakeholders, including members, customers, dealers,
vendors, banks, and other business partners, for
the outstanding support provided throughout the
year. Additionally, the directors wish to formally
acknowledge and appreciate all employees for their
steadfast dedication and continuous efforts towards
the Company’s success.

Registered Office: On behalf of the Board,

Century Bhavan

Dr. Annie Besant Road R.K. Dalmia Pramod Kabra

Worli, Mumbai-400 030 Managing Director Director

Dated: 06^th May, 2026 DIN: 00040951 DIN: 02252403