Dear Shareholders,

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.

(Rs.in Crores)

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).

The Board of Directors has recommended a dividend of 25% i.e., Rs. 2.50 (Rupees Two & Paise Fifty Only) per share, of the face value of Rs. 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 Rs. 27.92 Crores. Last year the dividend was paid @ 20 % subject to applicable tax in the hands of shareholders.

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.

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

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

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.

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.

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 Rs. 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.

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

Paper Machine-1 RRs.fPM1 &21:

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 fPM3):

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.

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

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.

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.

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.

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.

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.

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.

Various Divisions/Subsidiary of the Company have

received notable awards as mentioned below:

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"

vi. The Division has received 'First prize' in 119^th All India Farmers' Fair and Special Prize in Agroforestry, 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 Cll 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 Cll Kaizen Circle competition conducted by Confederation of Indian Industry (Cll) held on 17^th & 18^th December, 2025.

M/s. S R B C & Co. LLR 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.

The Auditors' Report to the shareholders contains - no reservation, gualification, 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 reguired to be mentioned in this report.

The Company is reguired 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 ofRs. 0.60 lac.

As mandated by the Companies Act, 2013, the remuneration payable to the cost auditor is reguired 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.

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 Reguirements) 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 (SSI 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, gualifications, reservations or disclaimers. Additionally, the Secretarial Audit Report for the Company's unlisted material subsidiary viz. Birla Estates Private Limited is annexed as 'Annexure 1(a)' to this Report and the said Secretarial Audit Report contains no adverse comments, qualifications, reservations or disclaimers.

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.

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.

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.

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 prof t 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 fnancial 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.

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 Rs. 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 eguity shares of the Company of which 10,37,087 eguity shares will be transferred to the eligible employees under the Scheme exercising their options, while 80,749 eguity 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. Acertificate 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/policieseodesothers/ policiescodesothersj 780317257.pdf

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.

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.

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 bedocumented 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.

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 reguirements. 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.

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 T 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 Rs. 6.42 Crores. Additionally, T 1.50 Crores was transferred to the Unspent CSR Account as required by law, specifically allocated for an ongoing project. Further, out of Rs. 3.30 Crores remaining unspent for the year 2024-25 relating to an ongoing project and deposited in a separate bank account, Rs. 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 IT forming part of this Annual Report.

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.

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.

All Independent Directors have provided the necessary declarations confirming that they fulfill the independence criteria as specified in subsection (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.

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 thefinancial position of the Company.

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 interna 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.

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 ncorporate 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 T 221.05 Crores, compared to profit after tax of Rs.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 SEB 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 T 0.45 lac (previous year deficit of Rs. 0.58 lac).

Industry Blouse Ltd., in which the Company holds about 35% of equity share capital, is an Associate Company. Despite this fact, the accounts of Industry Blouse 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 ndustries 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 Rs. 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 Rs. 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 T 127.45 Crores (previous year's loss of Rs. 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.

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.

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.

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 Flarassment 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.

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.

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(1 2) 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 forthe 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.

The web-link for the Annual Return placed on the Company's website is https://www. adityabirlarealestate.com/abrelcms/uploads/ annualreturn/annualreturnj 780316929.pdf

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 anyapplication 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 f nancial year.

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

The directors express their gratitude to various Central and State Government Departments, Organizations, and Agencies for their ongoing assistance and cooperation. 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.