DEFINITIONS / ABBREVIATIONS

Term Meaning/ Definition/ Complete Term

Act The Companies Act, 1956 as amended from time to time ABNL Aditya Birla Nuvo Ltd. Application The form in terms of which, the investors shall apply for the Unsecured, Form Redeemable Non-Convertible Debentures (NCDs) (30th Series) of the Company Articles Articles of Association of the Company AGM Annual General Meeting of the Company Board/BoD/BOD Board of Directors of the Company Beneficial Debenture holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner(s) Owner of the Debenture(s) as defined in clause (a) of sub-section1 of Section 2 of the Depositories Act, 1996) BSE Bombay Stock Exchange Limited. Business Day Business Day means a day (other than a Saturday or Sunday or Public Holiday) on which banks are open for general business in Mumbai. CDSL Central Depository Services (India) Limited. Deemed Date of The date on which allotment for the issue is made shall be date on which Allotment (DDA) application money is received and credited in the account. DP Depository Participant Depository(ies) National Securities Depository Limited (NSDL) and/or Central Depository Services (India) Limited (CDSL) Depositories Act The Depositories Act, 1996 as amended from time to time. Directors Directors on the Board of the Company DRR Debenture Redemption Reserve Equity Equity Shareholders of the Company. Shareholders Equity Shares Fully paid-up shares of Rs.10/- each of the Company. FY Financial Year FIs Financial Institutions Information This document as filed with the Stock Exchanges. Memorandum IT Act The Income Tax Act, 1961 (as amended from time to time) MOA / Memorandum of Association of the Company Memorandum of Association MCA Ministry of Corporate Affairs. Mn Million NSDL National Securities Depository Limited. NSE National Stock Exchange of India Limited.

Pay In Date The date on which the subscribers shall make payment for subscription to the Debentures PAN Permanent Account Number RBI Reserve Bank of India Registrar and In house, Investor Service Centre, Aditya Birla Nuvo Limited, Veraval Share Transfer Agent/ Registrars / ROC, Registrar Registrar of Companies, Ahmedabad, Gujarat. of Companies Stock Exchanges The BSE and the NSE. SEBI Guidelines SEBI (Issue and Listing of Debt Securities) Regulations, 2012 (as amended from time to time), SEBI (Debenture Trustee) Regulations 1993 and all other applicable regulations and circulars issued by SEBI

Trustees/ IDBI Trusteeship Services Limited Trustees to the Debenture holder(s) TDS Tax Deducted at Source

In the Information Memorandum all reference to ‘Rs’ refer to Rupees, the lawful currency of India, reference to one gender also refers to all other genders and the word ‘Lakh’ or ’Lac’ means ‘one hundred thousand’ and the word ‘million’ means ‘ten lacs’ and the word ‘crore’ means ‘ten million’

CERTAIN CONVENTIONS; USE OF MARKET DATA

Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial statements. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the twelve month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding.

All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. For additional definitions, please see the section titled “Definitions, Abbreviations and Industry Related Terms” of this Information Memorandum.

Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from the published data and industry publications. The information included in this Information Memorandum about various other companies is based on their respective Annual Reports and information made available by the respective companies.

The information relating to FRL presented in this document is provided by the management of PEFRL based on information received from FRL.

FORWARD-LOOKING STATEMENTS

We have included statements in this Information Memorandum which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. Similarly, statements that describe our objectives, plans or goals also are forward- looking statements. Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to :

. General economic and business conditions in India and other countries; . Regulatory changes and our ability to respond to them; . Our ability to successfully implement our strategy, our growth and expansion plans; . Technological changes; . Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.

We do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not materialize.

DISCLAIMER

This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the National Stock Exchange of India Limited and/or The Bombay Stock Exchange is being made strictly on a private placement basis. This Disclosure Document is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.

This Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2012. Therefore, as per the applicable provisions, copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Disclosure Document has not been filed with the ROC or the SEBI.

This Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

Each person receiving this Disclosure Document acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and

Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum / Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

DISCLAIMER OF THE SOLE ARRANGER The role of the Sole Arranger in the assignment is confined to marketing and placement of the debentures on the basis of this Disclosure Document as prepared by the issuer. The Sole Arranger has neither scrutinized/ vetted nor has it done any due-diligence for verification of the contents of this Disclosure Document. The Sole Arranger shall use this document for the purpose of soliciting subscription from qualified institutional investors and other eligible investors in the debentures to be issued by the company on private placement basis It is to be distinctly understood that the aforesaid use of this document by the Sole Arranger should not in any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the Sole Arranger; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. The Sole Arranger or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to the Stock Exchange for hosting the same on its website. It is to be distinctly understood that such submission of the document with Exchange or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

DISCLAIMER OF THE JURISDICTION

This offer of NCDs is made in India. The Information Memorandum does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Information Memorandum comes is required to inform himself about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the courts at Delhi. All information considered adequate and relevant about the Issue and the Issuer Company has been made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever.

DISCLOSURE UNDER SCHEDULE I TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012.

A. ISSUER INFROMATION a) Name and address of following:- i. Registered Office:- Indian Rayon Compound, Veraval, Gujarat - 362 266 Tel. : + 91 2876-245711 Fax: + 91 2876-243220

ii. Corporate Office of the Issuer: Aditya Birla Nuvo Limited A-4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai -400 030 Phone : (022) 6652 -5585 Fax : (022) 6652 5821 /24995821 E-mail : [email protected]

iii. Compliance Officer of the Issuer:

Mr. Devendra Bhandari A-4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai -400 030. Phone : (022) 6652 -5585 Fax : (022) 6652 5821 /24995821 E-mail : [email protected]

IV. CFO of the Issuer:

Mr. Sushil Agarwal A-4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai -400 030 Phone : (022) 66525000/24995000 Fax : (022) 6652 5821 /24995821 E-mail: [email protected]

V. Arrangers, if any, of the instrument:-

YES Bank Limited Nehru Centre, 9th floor, Dr. A.B. Road, Worli, Mumbai – 400 018 Ph: 022-6669 9000 Fax:022 -2490 0314

VI. Trustee of the Issue: -

IDBI Trusteeship Services Limited Asian building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai 400001 Tel: +91 022 40807000 Fax: +91 022 40807080 Email: [email protected]

VII. Registrar of the Issue:

Investor Service Centre, Aditya Birla Nuvo Ltd. Indian Rayon Compound, Veraval - 362 266, Gujarat Tel: + 91 2876-245711 Fax: + 91 2876-243220 Email: [email protected] Website: www.adityabirlanuvo.com

VIII. Credit Rating Agency of the issue

ICRA Limited Electric Mansion, 3rd Floor, Appasaheb Marg, Prabhadevi, Mumbai – 400 025. Tel. : 2433 1046 Fax : 2433 1390 Email : [email protected] Website : www.icraindia.com

IX Auditors of the Issuer:

M/s. S.R. Batliboi & Co Chartered Accountants

14th Floor, The Ruby, 29th Senapati Bapat Marg, Dadar (W) Mumbai - 400 028

M/s. Khimji Kunverji &Co. Chartered Accountants Sunshine Tower, Level 19, Senapati Bapat Marg, Dadar (W), Mumbai – 400 028 b. BRIEF SUMMARY OF THE BSUNIESS/ ACTIVITES OF THE ISSUER AND ITS LINE OF BUSINESS.

Fashion & Lifestyle (Madura Fashion & Lifestyle)

Madura Fashion & Lifestyle (“Madura”) is a division of ABNL. We believe that it is the largest premium branded apparel player in India. Its premium brands – Louis Philippe, Van Heusen, Allen Solly and its popular brand – Peter England, are believed to be leaders in respective categories. Madura also retails international brands like Armani Collezioni, Versace Collection, Hugo Boss, True Religion, Vivienne Westwood, Lagerfeld, Richard James and many more under one roof ‘The Collective’. Madura sells two branded apparels every three seconds through its retail as well as wholesale channel, serving varied fashion & lifestyle needs of its customers. Retail channel comprises of 1,233 EBOs spanning across 1.8 million square feet and contributes as on December 31, 2012. Wholesale channel consists of more than 1,400 Multi Brand Outlets and departmental stores viz., Shoppers Stop, Lifestyle, Central etc.

During nine months ended 31st December 2012, the segment revenue generated from the Fashion & Lifestyle business was Rs. 1,864.90 Crore, which was 10.58% of our consolidated revenue of Rs. 17,619.20 Crore and the segment PBIT was Rs. 83.85 Crore which was 4.93% of our consolidated segment PBIT of Rs. 1,700.91 Crore. The segment revenue generated in fiscal 2012 was Rs. 2,243.48 Crore, which was 10.27% of our consolidated revenue of Rs. 21,840.29 Crore and the segment PBIT was Rs. 124.97 Crore, which was 6.50% of our consolidated segment PBIT of Rs. 1,921.49 Crore.

The Board of Directors of ABNL had approved the proposed acquisition of controlling stake in ‘Pantaloons Fashion’ business post its demerger from Future Retail Ltd. (FRL) (formerly known as Pantaloon Retail (India) Ltd). Post approval by the stock exchanges, the demerger scheme was filed with the Hon’ble Bombay High Court. Competition Commission of India approved the combination vide its order dated December 21, 2012 under the Competition Act, 2002. Post approval of the shareholders of FRL, the Hon’ble High Court sanctioned the scheme of arrangement on March 1, 2013. On effectiveness of the scheme of arrangement on 8th April 2013, all the net assets and operations pertaining to the ‘Pantaloons Fashion’ business have been transferred, on a going concern basis, along with debt to Pantaloons Fashion & Retail Limited (PFRL) (formerly known as Peter England Fashion & Retail Ltd.), a subsidiary of ABNL. The appointed date of transfer is 1st July,

2012. Post demerger, the holding of ABNL, through its wholly owned subsidiary Indigold Trade and Services Ltd (ITSL), in PFRL became 50.09%. On receipt of necessary approvals, the equity shares of PFRL will be listed on the National Stock Exchange of India and The Stock Exchange, Bombay. An open offer is being made by ITSL to the public shareholders of PFRL up to 24.91% of the post demerger paid up Equity Share Capital of PFRL at a predetermined price of Rs 175 per share

Agri-business (Indo-Gulf Fertilisers)

Indo Gulf Fertilisers, a unit of ABNL, is positioned as a complete agri solutions provider, offering an entire range of agri inputs (fertilisers, seeds and agrochemicals) and services to the farmers and catering to their needs right from sowing to harvesting. We believe that Indo-Gulf is among the top 10 urea manufacturers in India and among the best plants in India in terms of energy efficiency and productivity. It achieved its highest ever urea production and sales during fiscal 2012.

Our manufacturing unit is located at Jagdishpur, Uttar Pradesh, in the heartland of the North Indian Gangetic agricultural belt. We market Urea under the “Birla Shaktiman” and “Krishidev” brands and also trade in agri products viz., agricultural seeds and agrochemicals to meet the farmers’ requirements. Indo-Gulf has expanded its product portfolio to cover the full range of N, P, K fertilisers by offering 'Birla Shaktiman DAP, NPK and SSP'. These products were well received by the farmers and the channel partners.

During nine months ended 31st December 2012, we produced 805,752 Tons of Urea. The segment revenue generated from the Agri business during this period was Rs. 2,273.67 Crore, which was 12.90% of our consolidated revenue and the segment PBIT was Rs. 158.75 Crore, which was 9.33% of our consolidated segment PBIT. During nine months ended 31st December 2012, about 40% of Agri business revenue was contributed by trading segment. In fiscal 2012, we produced 1,162,819 Tons of Urea as compared to 1,100,111 Tons in fiscal 2011. The segment revenue generated from the Agri business in fiscal 2012 was Rs. 2,107.32 Crore, which was 9.65% of our consolidated revenue and the segment PBIT was Rs. 191.85 Crore, which was 9.98% of our consolidated segment PBIT. During fiscal 2012, more than 25% of Agri business revenue was contributed by trading segment.

The Board of Directors of ABNL has granted an in-principle approval for Urea brownfield expansion by 3,850 Tons per day at existing Indo-Gulf fertilisers complex in Jagdishpur (U.P.) under the New Investment Policy subject to requisite Government approvals. Land is available at existing plant location in Jagdishpur. The proposed plant will be located in the heart of Indo-Gangetic plains, which will give a logistic advantage. Plant will be strategically located near to the urea deficit North Eastern India region. Besides, “Birla Shaktiman” enjoys top of the mind recall among farmers in the area. Major regulatory approvals are in place viz., Environmental, Pollution Control, Water Supply etc. Final approval for setting up of the proposed urea plant is awaited from Department Of Fertilisers. Approval for allocation of natural gas is also awaited from Ministry of Petroleum & Natural Gas. Project completion period is about 3 years at a capex of Rs. 4,000 Crore.

Carbon Black (Hi-Tech Carbon)

Carbon Black is used in the tyre industry as well as in the non-tyre sector as reinforcing filler in rubber products and in the printing inks and paints industry. Hi-Tech Carbon, the carbon black business of ABNL and Phillips Carbon Black Ltd. are the leading carbon black manufacturers in India accounting for 39% and 46% of domestic production during fiscal 2012.

Hi-Tech Carbon, a unit of ABNL, manufactures and sells Carbon Black. We believe that we are the second largest producer of carbon black in India with a manufacturing capacity of 314,000 Tons Per Annum (TPA), as on December 31, 2012 spread across three manufacturing units. One of the units is located in Renukoot (Uttar Pradesh) with an installed capacity of 80,000 TPA, second unit is located in Gummidipoondi near Chennai with an installed capacity of 150,000 TPA and third unit is located in Patalganga, Maharashtra with an installed capacity of 84,000 TPA. We market carbon black under the ‘Birla Carbon’ brand.

During nine months ended 31st December 2012, we produced 188,252 Tons of Carbon Black. The segment revenue generated from the Carbon Black business during this period was Rs. 1,505.09 Crore, which was 8.54% of our consolidated revenue and the segment PBIT was Rs. 73.39 Crore, which was 4.31% of our consolidated segment PBIT. In fiscal 2012, we produced 270,953 Tons of Carbon Black. The segment revenue generated from the Carbon Black business in fiscal 2012 was Rs. 1,942.87 Crore, which was 8.90% of our consolidated revenue and the segment PBIT was Rs. 164.32 Crore, which was 8.55% of our consolidated segment PBIT.

The Committee of Directors of ABNL, at its meeting held on April 6, 2013, reviewed the business scenario both in the Indian and the global context. Given that multi-national tyre manufacturers prefer to engage with carbon black players having global delivery capabilities, the scale and global positioning in the Carbon Black sector has become increasingly important. ABNL’s manufacturing operations account for merely 2% of the global industry capacity. Moreover, in view of the Company’s capital commitment towards funding the growth of its other businesses, it is extremely challenging for the Company to become a global Carbon Black player.

Hence, the Committee of Directors of the Company, subject to the approval of Shareholders and other requisite approvals, decided to divest the Company’s Carbon Black Business, on a going concern basis, by way of slump sale to SKI Carbon Black (India) Private Limited, an Aditya Birla Group Company, for a lump sum consideration of Rs. 1451 Crore as enterprise value.

The cash inflow from the divestment of Carbon Black business will reduce the debt and strengthen the Company’s balance sheet. This will support growth plans and ensure greater focus in the other businesses of the Company.

Textiles (Jaya Shree Textiles)

Jaya Shree Textiles ("JST") is a unit of ABNL. We believe it is the largest manufacturer of linen yarn and linen fabric in India with spinning and weaving capacities at 16,408 spindles and 106 looms respectively. It is believed to be a leading manufacturer of wool tops and worsted yarn in India with a capacity of 7 carding machines and 25,984 spindles respectively. JST retails linen fabric under the well-known brand "Linen Club Fabrics". JST has led the successful journey of linen from a commodity product to a lifestyle symbol. To capitalise on the buoyant demand in the linen segment, the textiles business is planning to expand its linen yarn and fabric capacity at a capex of Rs. 100 Crore. Linen yarn capacity will be expanded from existing 2,300 tons per annum to 3,400 tons per annum and linen fabric processing capacity from 7.3 million meters to 10.1 million meters.

During nine months ended 31st December 2012, the segment revenue generated from the Textiles business was Rs. 861.75 Crore, which was 4.89% of our consolidated revenue and the segment PBIT was Rs. 98.80 Crore, which was 5.81% of our consolidated segment PBIT. During this period, 43% of the Textiles revenue was contributed by the linen segment. The segment revenue generated in fiscal 2012 was Rs. 1,046.20 Crore, which was 4.79% of our consolidated revenue and the segment PBIT was Rs. 116.54 Crore, which was 6.07% of our consolidated segment PBIT. During fiscal 2012, about 40% of the Textiles was contributed by the linen segment.

Rayon (Indian Rayon)

Indian Rayon, a unit of ABNL, manufactures and sells viscose filament yarn, caustic soda and allied chemicals. We believe that we are the second largest producer of VFY in India with a capacity of 17,520 TPA as on 31 December, 2012. Our Rayon Division is located at Veraval in Gujarat and also has a caustic soda manufacturing plant with an installed capacity of 91,250 TPA. We market our VFY product under ‘RAY ONE’ brand. We also have a 36.5 MW power plant for captive consumption as on 31 December, 2012. VFY capacity expansion using spool technology from ENKA, Germany has commissioned and is under ramp up .Caustic soda capacity expansion by 45,625 TPA is also underway at a capex of Rs. 155 Crore. It is expected to complete in 2013-14.

Viscose filament yarn (“VFY”) is a manmade natural filament yarn having comfort of cotton and lustre of silk. It is used in georgette and crepe saris, home textiles, embroidery etc. Caustic Soda is a versatile alkali. Its main uses are in the manufacture of pulp and paper, alumina, soaps and detergents, petroleum products and chemical production. Other applications include water treatment, food, textiles, metal processing, mining, glass making etc.

During nine months ended 31st December 2012, we produced 12,505 Tons of VFY and 64,333 Tons of Caustic Soda. In fiscal 2012, we produced 16,399 Tons of VFY as compared to 15,389 Tons in fiscal 2011. In fiscal 2012, we produced 82,287 Tons of Caustic Soda as compared to 87,932 Tons in fiscal 2011.

During nine months ended 31st December 2012, the segment revenue generated from the Rayon business was Rs. 568.36 Crore, which was 3.23% of our consolidated revenue and the segment PBIT

was Rs. 117.73 Crore, which was 6.92% of our consolidated segment PBIT. During this period, about 67% of the Rayon business revenue was contributed by the VFY segment. The segment revenue generated in fiscal 2012 was Rs. 679.84 Crore, which was 3.11% of our consolidated revenue and the segment PBIT was Rs. 91.83 Crore, which was 4.78% of our consolidated segment PBIT. During fiscal 2012, more than 68% of the Rayon business revenue was contributed by the VFY segment.

Insulators (Aditya Birla Insulators)

Insulators are used in power generation, transmission and distribution and by original equipment manufacturers. Growth in the power sector is the key driver for the insulators industry.

Aditya Birla Insulators, a unit of ABNL, manufactures and sells Insulators. We believe that we are the market leaders in the insulators business in India with an installed capacity of 45,260 TPA as on 31st March 2012.

During nine months ended 31st December 2012, we produced 27,339 Tons of Insulators. The segment revenue generated from the Insulators business during this period was Rs. 339.34 Crore, which was 1.93% of our consolidated revenue and the segment PBIT was Rs. 35.33 Crore, which was 2.08% of our consolidated segment PBIT. In fiscal 2012, we produced 40,270 Tons of Insulators as compared to 43,498 Tons in fiscal 2011. The segment revenue generated from the Insulators business in fiscal 2012 was Rs. 467.64 Crore, which was 2.14% of our consolidated revenue and the segment PBIT was Rs. 45.54 Crore, which was 2.37% of our consolidated segment PBIT.

Life Insurance (through Birla Sun Life Insurance Company Limited(“BSLI”)

We have presence in life insurance through our subsidiary Birla Sun Life Insurance Company Limited (BSLI) wherein we hold 74% shareholding and rest is with our joint venture partner, Sun Life Financial Incorporated, Canada. Birla Sun Life Insurance (“BSLI”) completed 12 years of its journey towards serving the protection, health, retirement, children’s future and wealth management needs of varied customer segments. During nine months ended 31st December 2012, BSLI ranked 5th among the private life insurers with a new business premium market share of 8% [Source: IRDA, www.irda.gov.in]. BSLI continues to follow a successful multi-channel distribution strategy with around 600 branches, over 1 lakh empanelled advisors, 5 bank partners and about 200 third party distributors in March 2013. Total capital infused in the business till 31st December, 2012is Rs. 2,450/- Crore. Assets under Management of BSLI stood at Rs. 23,351 Crore as on 31st December 2012.

During nine months ended 31st December 2012, the segment revenue generated from the Life Insurance business was Rs. 3,399.49 Crore, which was 19.29% of our consolidated revenue and the segment PBIT was Rs. 452.21 Crore, which was 26.59% of our consolidated segment PBIT. The segment revenue generated in fiscal 2012 was Rs. 5,690.69 Crore, which was 26.06% of our consolidated revenue and the segment PBIT was Rs. 460.73 Crore, which was 23.98% of our consolidated segment PBIT.

The embedded value (EV) of BSLI is measured at Rs. 4,015 Crore as on 31st March 2012. EV reflects the value of future profits embedded in the in-force policies written by the life insurance company. The Value of New Business (VNB) margin, a measure used for gauging profitability of new business stood at 22.8% for fiscal 2011-12.

Other Financial Services

 Asset Management (through Birla Sun Life Asset Management Company Limited (“BSLAMC”)

We are present in the Asset Management business through our subsidiary Birla Sun Life Asset Management Company Limited (BSLAMC) wherein we hold 51% shareholding and rest is with our joint venture partner, Sun Life Financial Incorporated, Canada. Earlier it was a 50:50 joint venture. Aditya Birla Financial Services Pvt. Ltd. acquired an additional 1% stake in BSLAMC raising its holding to 51% w.e.f.10th October 2012. For the quarter ended 31st December 2012, BSLAMC ranked 4th with 9.8% market share in domestic average Assets Under Management (AAUM) up from 8.9% market share a year ago. Birla Sun Life Asset Management continues to be the number 1 fixed income fund manager with 11.5% market share. [Source: Association of Mutual Funds of India website]. Total average AUM of BSLAMC for the quarter ended 31st December 2012 stood at Rs. 82,420 Crore.  NBFC (through Aditya Birla Finance Limited (“ABFL”)

Our Non Banking Financial Company provide services in Capital Market, Corporate Financing, Infra Financing and Mortgage Financing which includes amongst others Loan against shares, Bills discounting, funding infrastructure projects, loan against property and lease rental discounting. We pursue this business through our wholly owned subsidiary Aditya Birla Finance Limited (ABFL). We believe that ABFL is one of the leading NBFCs in India. ABFL’s closing book size more than doubled year on year to reach about Rs. 6,500 Crore as on 31st December, 2012. All the segments are contributing to the growth. Capital Market book reached Rs. 2,500 Crore, while Corporate Finance & Infra financing portfolios crossed Rs. 1,500 Crore each. Loan against Property / Lease Rental Discounting book crossed Rs. 800 Crore. A capital of Rs. 200 Crore was infused during the nine months ended 31st December 2012.

We also pursue general insurance broking and advisory services through our subsidiary Aditya Birla Insurance Brokers Limited which, we believe, is one of the leading general insurance brokers in India.

 Private Equity (through Aditya Birla Capital Advisors Limited (“ABCAP”)

Aditya Birla Capital Advisors Private Limited offers investment management and advisory services as Aditya Birla Private Equity (ABPE) to domestic and global investors. ABPE has launched two funds till date. Its first fund is called Aditya Birla Private Equity Fund - I having fund size of Rs. 881 Crore. It has

invested in Anupam Industries, Bombay Stock Exchange, Credit Analysis & Research Ltd., GEI Industrial systems, Alphion India Pvt. Ltd and Trimax IT Infrastructure & Services Ltd. Fund-I has also committed investment in Ratnakar Bank, a commercial Bank with about 115 branches. ABPE’s second fund called ‘Sunrise Fund’ garnered a size of Rs. 298 Crore. Sunrise Fund has committed investment in Olive Bar and Kitchen Ltd., a restaurant chain.

Out of the total corpus of Rs. 1,179 Crore, ABPE has deployed / committed about 55% of the deployable surplus as on 31st December 2012.

 Broking (through Aditya Birla Money Limited (“ABML”)

ABML is a broking company and we believe that it is one of the leading broking houses in India having about 18 years of experience. ABML serves over 300,000 customers through a nation-wide branch network of about 800 branches including franchisees across more than 150 cities in December 2012. Its major offerings includes trading facility in equity and derivatives segments on the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE), trading facility in the commodity segment through a subsidiary, depository participant services of National Depository services Ltd. (NSDL) and Central Depository Services Limited (CDSL) at major locations, online bidding for IPOs and distribution of mutual funds.

 Wealth Management (through Aditya Birla Money Mart Limited (“ABMML”)

We are present in the mutual fund and other financial products distribution business through our wholly owned subsidiary Aditya Birla Money Mart Limited. Earlier a joint venture with Sun Life (India) Distribution Investments Inc, ABMML became our wholly owned subsidiary after acquisition of balance 50.01% stake in March 2009. ABMML is among the largest corporate distributors of mutual funds in India in terms of Assets under Advisory. Its average Assets under Advisory for the quarter ended 31st December 2012 is about Rs. 20,000 Crore. Its products and services basket include wealth management advisory services to HNIs, sub-broker model to distribute mutual funds, investment advisory services to Corporate and direct sales force based life insurance selling through a subsidiary.

IT-ITeS (through Aditya Birla Minacs Worldwide Limited)

We entered the BPO business through acquisition of TransWorks in July 2003 and to provide scale to the business, TransWorks acquired Minacs Worldwide Incorporated in August 2006 and was rechristened as Aditya Birla Minacs Worldwide Limited. The information technology arm of ABNL was merged with Aditya Birla Minacs w.e.f. 1st April 2010. Today Aditya Birla Minacs is a global solution provider serving more than 100 clients through 36 centres in US, Canada, Europe, India & Philippines. Having an employee base of 19,520 employees as on 31st December, 2012, Aditya Birla Minacs provides a complete blend of Customer Relationship Management services - inbound customer service, including technical support, email / web-chat support, and outbound

telemarketing. BPO services include transaction processing, finance and accounting related services. ABNL holds 99.85% in Aditya Birla Minacs as on 31st December, 2012.

During nine months ended 31st December 2012, the segment revenue generated fromthe IT-ITeS business was Rs. 1,851.34 Crore, which was 10.51% of our consolidated revenue and the segment PBIT was Rs. 120.43 Crore, which was 7.08% of our consolidated segment PBIT. The segment revenue generated in fiscal 2012 was Rs. 2,081.58 Crore, which was 9.53% of our consolidated revenue and the segment PBIT was Rs. 110.94 Crore, which was 5.77 % of our consolidated segment PBIT.

Our Joint Ventures

 Telecommunication (through IDEA Cellular Limited (“Idea”)

We are present in the business of mobile telecommunication through joint venture in Idea Cellular Limited (“Idea”), our share being 25.29% as on 31st December 2012. Other Aditya Birla Group companies hold 20.63% as on 31st December 2012. Hence, Aditya Birla Group holds 45.92% in Idea. Having a market cap of about Rs. 34,400 Crore as on 31st December 2012, Idea serves a large customer base of 114 million subscribers, as on 31st December 2012. Idea ranks 3rd in terms of all India revenue market share at 14.8% (Based on gross revenue for UAS & Mobile licenses only, for December, 2012 quarter, as released by TRAI) up from 14.4% a year ago. Idea Cellular leads the industry as the biggest revenue market share gainer since past 4 years.

Idea has 2G operations in all 22 circles in India. Idea won 3G spectrum in 11 service areas which contribute to over 74% of its existing revenue and account for around half of national mobility revenue. Idea ranks 1st or 2nd in 8 out of these 11 services areas [Source : TRAI]. Idea holds 16% stake in the world’s largest Indus Towers.

During nine months ended 31st December 2012, the segment revenue generated from the Telecom business was Rs. 4146.18 Crore, which was 23.53% of our consolidated revenue and the segment PBIT was Rs. 446.21 Crore, which was 26.23% of our consolidated segment PBIT. The segment revenue generated in fiscal 2012 was Rs. 4,932.92 Crore, which was 22.59% of our consolidated revenue and the segment PBIT was Rs. 534.33 Crore, which was 27.81% of our consolidated segment PBIT.

The Segmental Revenue and segment PBIT for each of our business segments for the period stated are as follows :

Business Segment Revenue

for the nine months Sr. Business Segment for the fiscal year ended for the fiscal year ended ended No. 31st March 2011 31st March 2012 31st December 2012 (Rs. in Crore) % (Rs. in Crore) % (Rs. in Crore) % 1 Life Insurance 5,534.42 30.43% 5,690.69 26.06% 3,399.49 19.29% 2 Other Financial Services 596.15 3.28% 701.74 3.21% 858.82 4.87% 3 Telecom 3,917.93 21.54% 4,932.92 22.59% 4,146.18 23.53% 4 Fashion & Lifestyle 1,811.13 9.96% 2,243.48 10.27% 1,864.90 10.58% 5 IT-ITeS 1,691.84 9.30% 2,081.58 9.53% 1,851.34 10.51% 6 Agri 1,243.79 6.84% 2,107.32 9.65% 2,273.67 12.90% 7 Carbon Black 1,588.46 8.73% 1,942.87 8.90% 1,505.09 8.54% 8 Textiles 774.13 4.26% 1,046.20 4.79% 861.75 4.89% 9 Rayon 564.80 3.11% 679.84 3.11% 568.36 3.23% 10 Insulators 517.97 2.85% 467.64 2.14% 339.34 1.93% 11 Elimination -52.85 -0.29% -53.99 -0.25% -49.74 -0.28% Total 18,187.77 100.00% 21,840.29 100.00% 17,619.20 100.00%

Business Segment EBIT for the nine months Sr. Business Segment for the fiscal year ended for the fiscal year ended ended No. 31st March 2011 31st March 2012 31st December 2012 (Rs. in Crore) % (Rs. in Crore) % (Rs. in Crore) % 1 Life Insurance 304.41 19.29% 460.73 23.98% 452.21 26.59%

2 Other Financial Services 91.79 5.82% 80.44 4.19% 114.21 6.71% 3 Telecom 353.64 22.41% 534.33 27.81% 446.21 26.23% 4 Fashion & Lifestyle 63.03 3.99% 124.97 6.50% 83.85 4.93%

5 IT-ITeS 124.78 7.91% 110.94 5.77% 120.43 7.08% 6 Agri 157.22 9.96% 191.85 9.98% 158.75 9.33% 7 Carbon Black 220.15 13.95% 164.32 8.55% 73.39 4.31%

8 Textiles 75.76 4.80% 116.54 6.07% 98.80 5.81% 9 Rayon 74.67 4.73% 91.83 4.78% 117.73 6.92% 10 Insulators 112.58 7.13% 45.54 2.37% 35.33 2.08%

Total 1,578.03 100.00% 1,921.49 100.00% 1,700.91 100.00%

ii) Corporate Structure

Financial Telecom $ # IT-ITeS^ Fashion & Manufacturing Services (25.29%) (99.85%) Lifestyle

Life Insurance^ Agri* Madura * (74%) @

Rayon* Asset Management^ Pantaloons ^ (51%) @ (50.09%)

(Refer Note 1) Textiles * NBFC^ ^ Private Equity Insulators* Broking (75%)^ Wealth management^ * ^ Carbon Black General Insurance Advisory (50%) (Refer Note 2) ^ $ * Represent Divisions Represent Subsidiaries Represent Joint Ventures @ JV with Sun Life Financial, Canada # Listed, Aditya Birla Group holds 45.92% Note 1 : On effectiveness of the scheme, the holding of ABNL, through its wholly owned subsidiary Indigold Trade & Services Ltd. (ITSL), in Pantaloons Fashion & Retail Limited (PFRL), became 50.09%. ITSL and ABNL have made an open offer to the public shareholders of PFRL up to 24.91% of the post demerger paid up equity share capital of PFRL at a predetermined price of Rs 175 per share. Note 2 : ABNL has decided to divest the Carbon Black Business, on a going concern basis, by way of slump sale to SKI Carbon B lack (India) Private Limited, an Aditya Birla Group Company, for a lumpsum consideration of Rs. 1451 Crore as enterprise value. The appointed date is 1stApril 2013 Note 3 : Percentage figures indicated above represent ABNL’s shareholding in its subsidiaries /JV’s

iii) Key Operational and Financial Parameters for the last three Audited years Rs. in crores Parameters Nine Months FY 11-12 FY 10-11 FY 09-10 ended on ** 31.12.2012 (Unaudited) For Non-Financial Entities Networth 6293.58 5678.59 5400.75 Total Debt of which – Non Current 1144.83 1406.42 1481.79 - Short Term BorrowingMaturities of 3053.66 2670.38 1101.73 - CurrentLong Maturities Term of 488.88 484.32 703.69 Non-currentLong Term LiabilitiesBorrowing Borrowing 236.5 233.42 232.03

Net Fixed Assets 2087.14 1948.19 1834.23 Non Current Assets 6434.09 6009.28 5620.26 Cash and Cash Equivalents* 191.85 596.95 20.90 Current Investments 0 - 53.00 Current Assets 4434.29 3633.35 2673.33

Current Liabilities 1929.92 1714.64 1281.73 * Figure represents Cash and Bank Balances. ** Parameters for FY 09-10 are as per Old Schedule VI format which are as follows: Rs. in crores Parameters FY 09-10

Net worth 4661.51 Total Debt 3818.49 Net Fixed Assets 1815.28 Investments 5435.85 Cash and Bank Balance 14.31 Current Assets, Loans and Advances 2221.85 Current Liabilities and Provisions 1007.29

Rs. in crores

Parameters Nine Months FY 11-12 FY 10-11 FY 09-10 Ended on ** 31st Dec, 2012 (Unaudited) Net Sales 7334.81 8433.48 6447.24 4827.47

EBITDA 737.35 1050.50 959.94 834.50

EBIT 578.96 847.44 765.89 654.40

Interest 271.37 313.26 270.81 334.10

PAT 239.27 345.39 379.69 283.40

Dividend - 68.12 72.57 59.46 amounts*** Current ratio 2.39 2.47 2.14 2.22

Interest Coverage 2.72 3.36 3.54 2.50 ratio Gross 0.74 0.80 0.61 0.81 debt/equity Debt Service 1.02 1.04 1.32 1.75 ratioCoverage Ratios#

*** It include dividend from Subsidiary Companies.

Gross Debt : Equity Ratio of the Company :- -

Before the Issue of Debt Securities 0.74:1 (as on 31st December, 2012) After the Issue of Debt Securities 0.74:1

iv. Project Cost and means of financing, in case of funding of new projects – Not Applicable

B. A brief history of the issuer since its incorporation giving details of its activities including any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any.

Our Company is a part of the Aditya Birla Group and was incorporated on September 26, 1956 as The Indian Rayon Corporation Limited under the provisions of the Companies Act, 1956 with its registered office at United Bank of India Building, 2nd Floor, Sir Pherozshah Mehta Road, Mumbai 400 001, India. Our registered office was shifted from Mumbai to its present location on December 13, 1961. Subsequently on January 23, 1987 the name of the Company was changed from The Indian Rayon Corporation Limited to Indian Rayon and Industries Limited to reflect our presence into various businesses such as textiles, insulators and cement. Subsequently over a period of time ABNL entered into service sector businesses, viz., Financial Services, Telecom, Fashion & Lifestyle IT-ITeS etc. To reflect the conglomerate structure of the Company, on October 27, 2005, the name of the Company was changed to Aditya Birla Nuvo Limited. The Equity Shares of our Company were first listed on the BSE on December 8, 1987 and thereafter on the NSE on September 5, 1995.

Milestones achieved by our Company are mentioned below : Year Event 1956 The Indian Rayon Corporation Limited was incorporated in Mumbai on September 26, 1956 1961 The registered office of the Company was shifted from Bombay to Veraval (Gujarat) 1963 The Company commenced manufacturing of viscose filament yarn at Veraval with technical collaboration from Von Kohom International. 1966 Aditya Birla Group acquired The Indian Rayon Corporation Limited

1976 Jaya Shree Textiles & Industries Limited, manufacturing textiles and insulators, was merged with the Company 1981 Jaya Shree Insulators’ second unit at Halol goes on stream with the installed capacity of 6,000 tones p.a. 1984 The Company entered the cement business by setting up a manufacturing plant at Malkhed in Karnataka with initial capacity of 5.4 lac tones pa, which was further expanded to 18 lac tones pa. 1987 The Company was renamed as Indian Rayon And Industries Limited to reflect its diverse business interests

1988 The Company ventured into carbon black business by setting up Hi- Tech Carbon (Renukoot). The Company co-promoted Mangalore Refinery and Petrochemicals Limited (MRPL)

1990 The Company installed white cement plant at Khariakhanagar, Rajasthan.

1995 The Company ventured into Sea Water Magnesia and set up a plant at Chippada Village in Andhra Pradesh to manufacture high purity refractory grade magnesia. But due to continued slump in the domestic market the operations were halted on December 28, 1998 and a complete exit on October 1, 1999. 1998 The cement business of the Company was demerged and transferred to Grasim Industries Limited as part of consolidation of group’s cement business. Production commenced at Hi-Tech Carbon’s second carbon black plant at Gummidipoondi, Tamil Nadu. 1999 Buy Back of shares from shareholders. 2000 The Company acquired Madura Garments. Pursuant to this acquisition, brands like Louis Philippe, Van Heusen, Allen Solly, Peter England, Byford and San Frisco were acquired. 2001 The Company entered into a joint venture with Sun Life Insurance Incorporated of Canada. Joint Venture commenced its operations under the name Birla Sun Life Insurance Company Limited. 2001 The Company acquired PSI Data Systems Limited, an Information Technology Services company, from Groupe Bull S.A., France. 2002 The insulators business was hived off to a separate joint venture effective from August 1, 2002 with NGK Insulators Limited, to form Birla NGK Insulators Limited which was launched in February 2003. 2003 The Company entered Business Process Outsourcing sector with the acquisition of Trans Works Information Services Limited.

2005 Indo Gulf Fertilizers Limited (IGFL) was merged with the Company with effect from the Appointed Date i.e. September 1, 2005. Birla Global Finance Limited (BGFL) was merged with the Company with effect from the Appointed Date i.e. September 1, 2005. By virtue of the merger, Birla Sun Life Asset Management Company Limited and Birla Sun Life Distribution Company Limited (now Aditya Birla Money Mart), leading players in Asset Management and mutual fund distribution industry, came into the company’s fold. The Company increased its stake in Idea Cellular Limited from 4.28% to 20.74% on exit of AT&T from the joint venture The name of the Company was changed from Indian Rayon And Industries Limited to Aditya Birla Nuvo Limited on October 27, 2005 to reflect its conglomerate structure. 2006 The Company acquired controlling stake in Idea Cellular Limited increasing it from 20.74% to 35.74% on exit of Tatas from the joint venture The Company acquired Minacs Worldwide Inc., a leading Canadian BPO company, through TransWorks Information Services Limited. On termination of the Joint Venture with NGK Insulators Ltd., Japan., Birla NGK Insulators Limited became a subsidiary of the Company and rechristened as Aditya Birla Insulators. Caustic soda capacity increased by 65 TPD, taking the total capacity to 225 TPD. Power plant with 18-MW capacity commissioned in September 2006 in the Rayon division. 2007 Offered a Rights Issue of 98,26,638 Equity Shares of Rs.10/- each at a premium of Rs.783/- per Equity Share for an amount aggregating Rs.779.25 crores. Wholly-owned subsidiary Aditya Birla Insulators Limited merged with the company with effect from 1st April, 2007 Brownfield expansion of 60,000 TPA completed at Hi-Tech Carbon, Gummidipoondi. TransWorks renamed Aditya Birla Minacs Worldwide Limited. 2008 Issue of 2,05,00,000 warrants to promoters/promoters group on preferential basis. Promoters infused Rs. 341.3 crore on conversion of 17 lakh warrants and Rs. 377.4 crore as 10 per cent application money on outstanding 1.88 crore warrants in March 2008.

2009 Acquired 76-per cent stake in Apollo Sindhoori, a retail broking company, in February-March 2009. Rebranded it as Aditya Birla Money Limited PSI Data Systems Limited (PSI), subsidiary of the Company got delisted from BSE on April 6, 2009 and the Final Exit Offer to the shareholders of PSI opened on 6th April 6, 2009 and closed on October 5, 2009. Acquired balance 50.01% stake in Birla Sun Life Distribution Company Ltd. from Sun Life Canada and subsequently it became wholly owned subsidiary of the Company w.e.f. March 31, 2009. It was rebranded as Aditya Birla Money Mart Limited. Preferential allotment of 1.85 crore warrants to promoters. A sum of Rs. 250 crore received in June 2009 as 25 per cent application money. Promoters further infused Rs.325 crore in October 2009 on conversion of 80 lakh warrants into equity shares, being balance 75 per cent amount payable.. Merger of Madura Garments Exports Limited and MG Lifestyle Clothing Company Private Limited and demerger of certain business of Peter England Fashions and Retail Company Limited, wholly owned subsidiaries with the Company through a composite Scheme of Arrangement u/s 391-394 of the Companies Act, 1956. The above Scheme has been made effective from February 22, 2010 (the “Effective Date”) from the Appointed Date i.e. January 1, 2010.

2010 In the IT- ITes business, Aditya Birla Minacs Worldwide Limited (erstwhile Transworks Information and Services Limited) strengthened its business solutions capabilities with the acquisition of U.K. based Compass BPO Limited and U.S. based Bureau of Collection, Recovery, LLC. The Promoter Group further infused Rs. 426 Crores on conversion of remaining 1,05,00,000 warrants into equity shares on 20th December, 2010. As a result the paid up Equity capital of the Company increased from Rs. 103.01 Crores to 113.51 Crores on allotment of 10.5 million equity shares. Greenfield carbon black capacity expansion at Patalganga completed taking total capacity from 230,000 TPA to 314,000 TPA.

2011 Your Company acquired 1,927,334 and 825,999 Equity Shares of Aditya Birla Minacs Worldwide Limited (ABMWL) from RHCP TXW Investments Inc. And RHCP Fund Holdings (CYPRUS) Limited respectively.

Restructuring of IT & ITeS Businesses, i.e. Merger of Aditya Birla Minacs IT Services Ltd. & Aditya Birla Minacs Technologies Ltd. into Aditya Birla Minacs Worldwide Ltd (ABMWL) was approved by the Hon’ble High Court of Karnataka on September 5, 2011 and Scheme of Amalgamation sanctioned by the Boards of the Respective Companies, was made effective from April 1, 2010 (the Appointed Date). Consequently the shareholding of your Company and its subsidiary in ABMWL has increased and stood at 99.85% as on 30th September, 2012.

2012 Issued 1,65,00,000 Warrants to Promoter Group on Preferential basis on 10th May , 2012 on receipt of 25% upfront application money of Rs. 325 Crores. Each warrant entitles the holder thereof to apply and exercise option for conversion of one equity share on payment of balance 75% amount payable within a period of 18 months from the date of allotment of warrants. The Board of Directors of ABNL had approved the proposed acquisition of controlling stake in ‘Pantaloons Fashion’ business post its demerger from Future Retail Ltd. (FRL) (formerly known as Pantaloon Retail (India) Ltd). Post approval by the stock exchanges, the demerger scheme was filed with the Hon’ble Bombay High Court. Competition Commission of India approved the combination vide its order dated December 21, 2012 under the Competition Act, 2002.

2013 Post approval of the shareholders of FRL, the Hon’ble High Court sanctioned the scheme of arrangement on March 1, 2013. On effectiveness of the Scheme of Arrangement on 8th April 2013, all the net assets and operations pertaining to the ‘Pantaloons Fashion’ business have been transferred, on a going concern basis, along with debt to Pantaloons Fashion & Retail Limited (PFRL) (formerly known as Peter England Fashion & Retail Ltd.), a subsidiary of ABNL. The appointed date of transfer is 1st July, 2012. Post demerger, the holding of ABNL, through its wholly owned subsidiary Indigold Trade and Services Ltd (ITSL), in PFRL became 50.09%. On receipt of necessary approvals, the equity shares of PFRL will be listed on the National Stock Exchange of India and The Stock Exchange, Bombay. An open offer is being made by ITSL to the public shareholders of PFRL up to 24.91% of the post demerger paid up Equity Share Capital of PFRL at a predetermined price of Rs 175 per share.

The Committee of Directors of the Company, at its meeting held on 6th April 2013, subject to the approval of Shareholders and other requisite approvals, decided to divest the Company’s Carbon Black Business, on a going concern basis, by way of slump sale to SKI Carbon Black (India) Private Limited, an Aditya Birla Group Company, for a lump sum consideration of Rs. 1451 Crore as enterprise value.

Company has been the proud recipient of the following awards and recognitions during the Financial Year 2011-12 :–

INDIAN RAYON DIVISION

 Environment Excellence Award – 2011 in Chemical Sector, Awarded by Green Tech Foundation, New Delhi

JAYASHREE TEXTILES DIVISION

 Second position under ‘ Sustained’ category in CII Eastern Region Productivity Awards 2011-12

INDO GULF FERTILISERS DIVISON

 Certification for ISO /IEC 27001:2005 awarded by Bureau Veritas Certification.

CARBON BLACK DIVISION

 12th Annual Greentech Environment Silver Award 2011 in Chemical Sector by Greentech Foundation, New Delhi.

MADURA GARMENTS DIVISION

 Peter England Fashion And Retail Limited was awarded Brand Equity Award in the Economic Times.  Van Heusen won a Power Band Award 2011 in Planman Marcom.  Peter England Fashion And Retail Limited was awarded Bronze Award in the Best Website in Retail Category at BBC.com Campaign India Digital Media Awards.  Van Heusen won “Most Popular Western Wear Brand Award – Female” at Images Fashion Awards 2011  Allen Solly received Best Website/microsite – Product for spring/summer 2010 collection in Indian Digital Media Awards (IDMA) 2011.  3rd Global Youth Marketing Awards to Allen Solly, Van Heusen Woman and Louis Philippe.

ADITYA BIRLA INSULATORS- RISHRA DIVISION

 IMC RAMKRISHNA BAJAJ NATIONAL QUALITY AWARD - Performance Excellence Trophy 2011 in Manufacturing Category.

ADITYA BIRLA INSULATORS - HALOL DIVISION

CAPEXIL SPECIAL AWARD – Export Achievement in Porcelain Insulators

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements - as on 31st December, 2012

By very nature and volume of its business, the Company also due to its conglomerate structure that entails various diversified businesses, in multi-unit and multi-location is involved in a large number of transactions. However, the following contracts and agreements (not being contracts entered into in the ordinary course of business carried on by the Company) which are or may be deemed to be material have been entered into by the Company :-

Sr. Date of Parties to the Brief Particulars No Agreement Agreement 1 1st Dec., 2005 Aditya Birla ABMCL has granted the Management company, a Corporation Limited non- exclusive license to use (ABMCL) the rising Sun Trademark and the Artwork in respect of goods described in Schedule 1 attached to the user agreement in India 2 1st Dec., 2005 Aditya Birla ABMCL has granted to the Management company an exclusive, royalty- Corporation Limited free license to the Company to (ABMCL) use the Nuvo Trademark in respect of goods described in Schedule 1 attached to the User Agreement in India 3 15th Dec., 2005 Aditya Birla Nuvo Sierra has entered into a Limited and Sierra trademark licensed user Industrial Enterprises agreement to use the brands Private Limited (Sierra) Allen Solly, Peter England, Louis Philippe and artistic works pertaining to the Schedule A 1 trade marks in respect of men’s and ladies wear etc. 4 23rd Oct., 2006 Aditya Birla Nuvo Governance and Exit Rights Limited and Agreement providing the terms Birla TMT Holdings and conditions of shares, Private Limited and acquisition and governance P5 Asia Investments 5 1st Jan., 2007 Aditya Birla Nuvo PHV has granted a limited Limited and Philips – license to the Company in Van Heusen Bahrain, Kuwait, Qatar, Corporation (PHV) Sultanate of Oman, UAE, Saudi

Arabia, Iran , Iraq, Yemen and Pakistan for the trademarks Van Heusen, V.H, Women and Worldwear to sell, distribute or otherwise carry out retail trading of goods. 6 14th Dec., 2007 Industrial Development Sponsors undertaking in Bank of India favour of IDBI as security Aditya Birla Telecom trustee and rupee facility Limited agent in consideration of various banks and financial Aditya Birla Nuvo institutions agreeing to grant to Limited Idea Cellular Limited and Aditya Birla TMT Holdings Birla Telecom Limited rupee Private Limited term loan of Rs.3200/- crores 7 1st April, 2008 Aditya Birla Nuvo For Sale and Transmission of Limited Natural Gas - PMT GAIL (India) Limited 8 1st May, 2008 Aditya Birla Nuvo For Sale and Transmission of Limited Natural Gas - PMT (Market GAIL (India) Limited Price) 9 3rd May, 2008 Aditya Birla Nuvo For Sale and Transport of Limited Natural Gas (APM) GAIL (India) Limited 10 25th June, 2008 Aditya Birla Nuvo TMI had agreed to subscribe Limited 46,47,34,670 equity shares of TM International IDEA on terms of subscription Berhad agreement entered into between TMI, TMI Mauritius Limited and Idea. This agreement was entered into by ABNL and TMI for setting out parties understanding in relation to business which will be routed through Idea after abovementioned subscription. 11 1st Jan., 2009 Aditya Birla Nuvo For Sale of R-LNG Gas Limited GAIL (India) Limited 12 27th March, 2009 Aditya Birla Nuvo Foe Sale of Gas Limited Reliance Industries Limited and NIKO

(NECO) Limited 13 27th March, 2009 Aditya Birla Nuvo For transportation of Gas Limited purchased from RIL from Reliance Gas Kakinada (AP) to Bharuch, Transportation Gujarat Infrastructure Limited 14 15th April, 2009 Aditya Birla Nuvo For Transmission of Gas Limited purchased from RIL, NIKO and GAIL (India) Limited BP (Exploration) Ltd. from Bharuch (Gujarat) to Jagdishpur 15 8th April, 2010 SPONSORS Aditya Birla Nuvo Limited, UNDERTAKING Grasim Industries Limited, Hindalco Industries Limited and Aditya Birla Nuvo Birla TMT Holdings Pvt. Limited Limited, Grasim (the Sponsors), being promoters Industries Limited, Hindalco Industries of Idea Cellular Limited (Idea) Limited and Birla TMT have given certain to the Facility Holdings Private Agent. Limited, (collectively the Sponsors), Idea Cellular Limited (the Borrower) in favor of IDBI Bank Limited as Security Trustee. 16 28th Feb., 2011 Aditya Birla Nuvo For sale of Gas Limited BP Exploration (Alpha) Limited 17 7th June, 2011 Aditya Birla Nuvo Aditya Birla Nuvo Limited Limited, entered into the various Enka Engineering agreements with ENKA namely, Services Gmbh, Asset Sale and Purchase Obernburg, Agreement, Know–How License Agreement, Technical Support

Services Agreement, Distribution Agreement and Trademark License Agreement to provide Support in - i. Technology Transfer ii. Relocation & erection of plant & machinery in India iii. Providing necessary training to Indian technicians at

Indian Rayon site and also at ENKA’s running plant at Obenberg. 18 10th April, 2012 Aditya Birla Nuvo Shareholder agreement Limited between the parties inter-alia Birla Group Holdings provides that Birla Sun Life Pvt. Limited shall not issue any additional shares or any instrument which Sun Life (India) AMCInc. would entitle the holder to Sun Life Assurance participate in the profits of Birla Company of Canada Sun Life, to offer new shares Birla Sun Life Asset upon written consent, to Management Company nominate directors and non Limited compete provisions etc. 19 10th Oct., 2012 Sun Life (India) AMC Shareholder agreement, inter- Investments Inc alia provides that if at any Sun Life Insurance time Indian Law requires that Company of Canada Indian citizens / Corporation hold more than 50% of the Aditya Birla Nuvo Trustee Company, the parties Limited shall cause Sun Life India to Birla Sun LifeTrustee maintain the then largest Company Pvt. Limited equity position permitted for shareholders who are treated as foreign shareholders 20 14th June, 2012 Peter England Fashions Peter England Fashions and and Retail Limited Retail Limited (PEFRL), a wholly owned subsidiary of ABNL has and Pantaloon Retail India Limited entered into a Subscription and Investors Right Agreement and Indigold Trade and with Pantaloon Retail ( India) Services Limited Limited (PRIL) 21 29th Sept., 2012 Peter England Fashions Parties through an and Retail Limited Implementation agreement, and Pantaloon Retail have agreed to give effect to India Limited all the transaction of the Scheme of Demerger duly and Indigold Trade and approved by the Board of Services Limited Directors of respective companies. 22 1st Jan., 2013 Aditya Birla Nuvo For sale of re-gasified liquified Limited natural gas GAIL (India) Limited 23 8th April, 2013 Aditya Birla Nuvo For Transfer of Carbon Black

Limited and Business on a going concern SKI Carbon Black (India) basis by way of slump sale for a Private Limited lump sum consideration of Rs.1451 Crores as enterprise value subject to adjustment for net working capital

i) DETAILS OF SHARE CAPITAL AS ON QUARTER ENDED ON 31st MARCH, 2013 .

Amount Description (Rs. In crores)

A. Authorised Capital 175,000,000 Equity Shares of Rs. 10/- each 175.00 5,00,000 Redeemable Preference Shares of Rs. 100/- each 5.00 180.00 B. Issued Capital 120,254,529 Equity Shares of Rs. 10/- each 120.25 6% Redeemable Cumulative Preference Shares of Rs. 100/ each+ 0.10

C. Subscribed and Paid-up Capital* 120,213,187 Equity Shares of Rs. 10/- each 120.21 6% Redeemable Cumulative Preference Shares of Rs. 100/ each+ 0.10

D. Paid Up Capital after the present issue* 120,213,187Equity Shares of Rs. 10/- each 120.21 6% Redeemable Cumulative Preference Shares of Rs. 100/ each+ 0.10

Notes to Share Capital:

1. Term / Right attached to Equity Shares

The Company has only one class of equity shares having at par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution to all Preference Shareholders.

The distribution will be in proportion to the number of the equity shares held by the shareholders

2. Terms of Conversion/ Redemption of Preference Shares.

In accordance with the Composite Scheme of Arrangement, 10,000, 6% Redeemable Cumulative Preference Share of Rs. 100/- each fully paid-up (Previous Year : 10,000) were issued to preference shareholders (other than the Company) of Peter England Fashions and Retail Limited.

Preference shares carry cumulative dividend @ 6% p.a. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

These preference shares are redeemable by the Company at any time after completion of one year and on or before completion of five years from the 1st January, 2010, at the face value. In the event of liquidation of the Company before conversion/redemption of preference shares, the holders of preference shares will have priority over Equity Shares in the payment of dividend and repayment of capital.

3. Preferential issue of 2.05 Crores Warrants were made to the Promoter and Promoter Group in February/ March, 2008. Each warrant being convertible over a period of 18 months from the date of allotment into 1 Equity Share of Rs.10/- each at a premium of Rs. 1997.45 per share. Out of the above, the Promoter and Promoter Group exercised their option on 17,00,000 Warrants on 31st March, 2008 and Equity Shares against the same were allotted on 31st March, 2008 . One of the allottee informed the Company that it would not exercise the option of acquiring the shares in respect of 1,88,00,000 warrants issued to it. Accordingly, Rs.3,77,41,00,000 being 10% upfront amount received from the said allottee was forfeited by the Company on cancellation of these warrants.

4. Preferential Issue of 1.85 Crores warrants were made to Promoter Group in June, 2009. Each warrant being convertible over a period of 18 months from the date of allotment i.e. 22nd June, 2009 into 1 Equity Share of Rs.10/- each at a premium of Rs.531.19 per share. Out of 1,85,00,000 Warrants, Promoter Group has exercised their option for conversion of 80,00,000 Warrants and also paid the balance 75% of the application money and accordingly equity shares against the same were allotted on 30th October, 2009. The Promoter Group further infused Rs. 426 Crores on conversion of remaining 1,05,00,000 warrants into equity shares on 20th December, 2010. As a result the paid up Equity capital of the Company increased from Rs. 103.01 Crore to 113.51 Crore on allotment of 10.5 million equity shares.

5. Preferential Issue of 1.65 Crore Warrants to Promoter and Promoter Group was approved by the Board of Directors in its meeting held on 26.03.2012 which has been approved the Shareholders in its Extra ordinary General Meeting of the shareholders held on 25th April, 2012

.Subsequently , on receipt of the upfront application money of 25% of the issue price, the above warrants were allotted to Promoter and Promoter Group on 10th May, 2012. Further, pursuant to partial exercise of option on conversion of warrants and payment of balance 75% of application and allotment money on 66,80,000 (Sixty Six Lakhs and Eighty Thousand) warrants by the Promoter Group , the Investors Relation and Finance Committee of Board by way of circular resolution had approved the allotment of equivalent 66,80,000 Equity Shares of Rs.10/- each on 26th March, 2013. As a result that, the paid up capital stand augmented from Rs. 111.53 Crores to Rs. 120.21 Crores.

6. Employee Stock Options exercisable into 1,68,841 stock options are outstanding as on 31st December, 2012.

7. Pursuant to the provisions of Section 206A of the Companies Act,1956 the issue of following equity Shares are kept in abeyance :--

Particulars No. of Shares As at 31st March, As at 31st March, 2013 2012 Right Issue (1994) 12,575 12,635 Bonus Share on Above 6,288 6,318 Right Issue (2007) 22,479 22,570

ii Changes in its capital structure as on last quarter ended for the last five years.

Date of Change Change in Capital Particulars (AGM/EGM) 24.10.2008 through Rs. 125 Crores to 180 Increase in authorised Postal Ballot Crores Share Capital from Rs. 125 Crores to Rs.180 Crores

Iii Equity Share Capital History of the Company as on last quarter end for the last five years.

Cumulative Date of No. of Face Issue Conside Nature of No. of Equity Equity allotment Equity Value Price ration Allotment Equity Share Share Shares (Rs.) (Rs.) Shares Capital Premium (Rs.) (Rs.) July 31, 2007 193 10 793 Cash Allotment of 93,305,380 93,30,53,800 11,634,549,647 Right shares kept in Abeyance November 418 10 170 Cash Zero Interest FCD 93,305,798 93,30,57,980 11,634,616,527 27,2007 Conversion ** November 418 10 200 Cash Detachable 93,306,216 93,30,62,160 11,634,695,947 27,2007 Warrant Conversion ** November 418 10 0 Other than Bonus Shares 93,306,634 93,30,66,340 11,634,695,947 27,2007 cash Issued** November 134 10 793 Cash Allotment of 93306768 93,30,67,680 11,634,800,869 27,2007 Right shares kept in Abeyance March 1222 10 793 Cash Allotment of 93307990 93,30,79,900 11,635,757,695 17,2008 Right shares kept in Abeyance March 20 10 170 Cash Zero Interest FCD 93308010 93,30,80,100 11,635,760,895 17,2008 Conversion** March 20 10 200 Cash Detachable 93308030 93,30,80,300 11,635,764,695 17,2008 Warrant Conversion ** March 20 10 0 Other than Bonus Shares 93308050 93,30,80,500 11,635,764,695 17,2008 cash Issued ** March 17,00,000 10 2007.45 Cash Conversion of 95008050 95,00,80,500 15,031,429,695 31,2008 warrants issued on preferential basis October 16 220 10 793 Cash Allotment of 95008270 95,00,82,700 15,031,601,955 2008 Right shares kept in Abeyance October 16 340 10 170 Cash Zero Interest FCD 95008610 95,00,86,100 15,031,656,355 2008 Conversion** October 16 340 10 200 Cash Detachable 95008950 95,00,89,500 15,031,720,955 2008 Warrant Conversion ** October 16 340 10 0 Other than Bonus Shares 95009290 95,00,92,900 15,031,720,955 2008 cash Issued ** July 7, 2009 50 10 170 Cash Zero Interest FCD 95009340 95,00,93,400 15,031,728,955 Conversion** July 7, 2009 50 10 200 Cash Detachable 95009390 95,00,93,900 15,031,738,455 Warrant Conversion ** July 7, 2009 50 10 0 Other than Bonus Shares 95009440 95,00,94,400 15,031,738,455 Cash Issued ** July 7, 2009 35 10 793 Cash Allotment of 95009475 95,00,94,750 15,031,765,860 Right shares kept in Abeyance October 30, 80,00,000 10 541.19 Cash Conversion of 103009475 10,30,94,750 19,281,285,860 2009 warrants issued on Preferential basis

March 23, 67 10 793 Cash Allotment of 103009542 1,030,095,42 19,281,338,321 2010 Right Share kept 0 in abeyance April 29, 2010 78 10 793 Cash Allotment of 103009620 1,030,096,20 19,281,399,395 Right Share kept 0 in abeyance November 10, 43 10 793 Cash Allotment of 103009663 1,030,096,63 19,281,433,064 2010 Right shares kept 0 in Abeyance December 20, 10500000 10 541.19 Cash Fully paid up 113509663 1,135,096,63 24,858,928,064 2010 shares allotted 0 against conversion of warrants January 18, 12 10 793 Cash Allotment of 113509675 1,135,096,75 24,858,937,460 2011 Right shares kept 0 in Abeyance March 30, 54 10 793 Cash Allotment of 113509729 1,135,097,29 24,858,979,742 2011 Right shares kept 0 in Abeyance October 14, 144 10 793 Cash Allotment of 113509873 1,135,098,73 24,859,092,494 2011 Right shares kept 0 in Abeyance November 1, 3691 10 687 Cash Pursuant to 113513564 1,135,135,64 24,861,591,301 2011 exercise of 0 Employee Stock Options granted under ESOS 2006 December 30, 420 10 687 Cash Pursuant to 113513984 1,135,139,84 24,861,875,641 2011 exercise of 0 Employee Stock Options granted under ESOS 2006 January 30, 1225 10 793 Cash Allotment of 113515209 1,135,152,09 24,862,834,816 2012 Right shares kept 0 in Abeyance March 9, 2012 33 10 793 Cash Allotment of 113515242 1,135,152,42 24,862,860,655 Right shares kept 0 in Abeyance July 2, 2012 30 10 170 Cash Zero Interest FCD 113515272 1,135,152,72 24,862,865,455 Conversion** 0 July 2, 2012 30 10 200 Cash Detachable 113515302 1,135,153,02 24,862,871,155 Warrant 0 Conversion ** July 2, 2012 30 10 0 Other than Bonus Shares 113515332 1,135,153,32 24,862,871,155 Cash Issued ** 0 July 2, 2012 9 10 793 Cash Allotment of 113515341 1,135,153,41 24,862,878,202 Right shares kept 0 in Abeyance July 2, 2012 10100 10 687 Cash Pursuant to 113525441 1,135,254,41 24,869,715,902 exercise of 0 Employee Stock Options granted under ESOS 2006 November 3, 1680 10 687 Cash Pursuant to 113527121 1,135,271,21 24,870,853,262 2012 exercise of 0 Employee Stock Options granted under ESOS 2006

December 10, 2778 10 687 Cash Pursuant to 113529899 113,529,899 24,872,733,968 2012 exercise of 0 Employee Stock Options granted under ESOS 2006 January 4, 1943 10 687 Cash Pursuant to 113531842 1135318420 24874255337 2013 exercise of Employee Stock Options granted under ESOS 2006 January, 28, 82 10 793 Cash Allotment of 113531924 1135319240 24874319543 2013 Right shares kept in Abeyance February, 28, 1263 10 687 Cash Pursuant to 113533187 1135331870 24875174594 2013 exercise of Employee Stock Options granted under ESOS 2006 March , 26, 6680000 10 910.86 Cash Conversion of 120213187 1202131870 30892919394 2013 Warrants into Equity shares to Promoter Group 12021318 120213187 1202131870 30892919394 7

** which were earlier kept in abeyance.

Buy-back of Equity Shares of the Company of face value of Rs. 10/- each.

Average Price (In Total Amount Time Period No. of Shares Rs.) (In Rs. Crore) September - October - 1999 76,06,419 85.00 64.65

iv Details of any Acquisition or Amalgamation in the last 1 Year.

To meet the Company’s strategic intent to be on the top of the league and to be the largest integrated branded fashion player in the county through an extension into the value segment, the Company intends to acquire directly or through its subsidiaries a controlling stake in Pantaloon Format Business, a division of Pantaloon Retail (India) Limited. Peter England Fashions and Subsidiary Limited, a subsidiary of the Company has invested a sum of Rs. 800/- Crores in Optionally Fully Convertible Debentures on 14th June, 2012. Further, PEFRL jointly with PRIL has also filed a Scheme of Arrangement with National Stock Exchange Limited and Bombay Stock Exchange Limited on 17.09.2012. On approval of the Scheme by the Stock Exchanges, the Company has filed the Scheme before the Hon’ble High Court at Mumbai and the same is pending for final hearing.

Acquired 1927334 Equity shares and 825, 999 Equity Shares of Aditya Birla Minacs Worldwide Limited (ABMWL) from RHCP TXW Investments Inc. and RHCP Fund Holdings (CYPRUS ) Limited

v Details of any Reorganisation or Reconstruction in the last 1 year :-

Nil d. Details of Shareholding of the Company as on the latest quarter ended

i. Shareholding Pattern of the Company as on quarter ended on 31st March, 2013 :-

Sr. no Particulars Total No. of No. of Shares Total Equity Shares in demat Shareholding form. as % of total no. of Equity Shares.

1 Promoter & Promoter Group 64624697 57944697 53.76

2 Mutual Funds/ UTI 7210027 7183745 6.00

3 Financial Institutions & 6309498 6296521 5.25 Banks 4 Foreign Institutional 18647913 18644152 15.51 Investors 5 Insurance Companies 1774290 1774265 1.48

6 Foreign Banks 6276 2465 0.01

7 Bodies Corporate 4138616 4063321 3.44

8 Individuals 12952491 10509478 10.77

9 Trust 266459 234414 0.22

10 Overseas Corporate Bodies 8767 0 0.01

11 Non- Residents 1092101 657380 0.91

12 Global Depository Receipts 3182052 3181381 2.65

Total 120213187 110491819 100.00

Note : No. shares were pledged or encumbered by the Promoter & Promoter Group.

ii List of top 10 holders of equity shares of the Company as on the quarter ended on 31st March, 2013 Sr. Name of Shareholder Total Number No. of % of No of Shares Shares in Total demat paid up form Equity Capital 1 TGS INVESTMENT AND TRADE PRIVATE LIMITED 13506736 13506736 11.24 2 TRAPTI TRADING & INVESTMENTS PVT. LTD. 9423935 9423935 7.84 3 IGH HOLDING PRIVATE LIMITED 9132102 9132102 7.60 4 HINDALCO INDUSTRIES LTD. 8650412 8650412 7.20 5 MANGALAM SERVICES LIMITED 7546111 7546111 6.28 6 TURQUOISE INVESTMENT & FINANCE PVT. LTD. 6441092 6441092 5.36 7 LIFE INSURANCE CORP. OF INDIA. 5253990 5248415 4.37 8 HSBC GLOBAL INVESTMENT FUNDS A/C 4548399 4548399 3.78 HSBCGLOBAL INVEST. FUNDS MAURITIUS LTD 9 BIRLA GROUP HOLDING PVT. LTD. 3610300 3610300 3.00 10 GRASIM INDUSTRIES LTD. 3345816 3345816 2.78 Total 71458893 71453318 59.44 e. Following details regarding the directors of the Company:- (i) Details of Current Directors of the Company*

1. Shri Kumar Chairman A-5, Aditya 23/09/1992 As a Director Mangalam Birla Birla Centre, 1.Grasim Industries Limited 5th Floor, 2.Hindalco Industries DIN: 00012813 S.K.Ahire Limited Marg, Worli, 3.Vikram Holdings Pvt Mumbai – Limited 400 030 4.Reserve Bank of India 5. Alexandria Carbon Black Co. S.A.E. 6.Birla Brothers Private Limited 7.G.D. Birla Medical Research & Education Foundation 8.India Advantage Fund 9.Indo Thai Synthetics Company Limited 10.Thai Carbon Black Public Company Limited 11.Thai Polyphosphate & Chemicals Company Limited 12.Thai Rayon Public Company Limited. 13Indo-Phil Textile Mills Inc $ 14.P.T.Elgant Textile Industry@ 15.P.T. Indo Bharat Rayon@ 16. Thai Acrylic Fibre Company Limited 17. Thai Peroxide Company Limited 18.Seshasayee Properties Private Limited 19 Gwalior Properties and Estates Private Limited 20 Trapti Trading & Investments Private Limited 21.Turquoise Investments and Finance Private Limited 22.Birla Sun Life AMC Limited 23.P.T. Indo Liberty Textiles 24. Aditya Birla Chemicals (Thailand) Limited 25.Birla Group Holdings Pvt Limited

26.Century Textiles and Industries Limited

Industries Limited. 27.Aditya Birla Management Corporation Pvt Limited 28.Birla Sun Life Insurance Company Limited 29. Domsjo Group AB of Sweden. 30.Essel Mining and Industries Limited 31.Ultra Tech Cement Limited 32.TGS Investment and Trade Pvt Limited 33Rajratna Holdings Pvt Limited 34Global Holdings Pvt Limited 35. Vaibhav Holdings Pvt Limited 36 Idea Cellular Limited 37.Kanishtha Finance and Investment Pvt Limited 38.Novelis Inc. 39.Domsjo Fabriker AB of Sweden 40.Pilani Investment & Industries Corporation Limited 41.ABG Realty and Infrastructure Company Pvt Limited 42.Aditya Birla Capital Advisors Pvt Limited 43.Savatantra Micorfin Private Limited

2. Mrs. Rajashree Director A-5, Aditya 14/03/1996 As a Director Birla Birla Centre, 1.Grasim Industries Limited 5th Floor, 2.Hindalco Industries DIN : 00022995 S.K.Ahire Limited Marg, Worli, 3.IGH Holdings Pvt Limited Mumbai – 4.Alexandria Carbon Black 400 030 Co. S.A.E. 5.G.D. Birla Medical Research and Education Foundation. 6.Indo- Thai Synthetics Company Limited 7. Thai Carbon Black Public Company Limited 8.Thai Rayon Public Company Limited 9.Indo –Phil Textile Mills Inc 10.P.T.Elegant Textile Industry 11.P.T.Indo Bharat Rayon 12.Thai Acrylic Fibre Company Limited 13.Thai Peroxide Company Limited 14.Seshasayee Properties Private Limited 15.Gwalior Properties and Estates Private Limited 16 Trapti Trading & Investments Private Limited 17.Turquoise Investments and Finance Private Limited 18.Aditya Birla Chemicals (Thailand) Limited 19.Vikram Holdings Pvt Limited 20.Birla Group Holdings Pvt Limited 21.Thai Polyphosphate& Chemical Company Limited 22.Vaibhav Medical and Education Foundation. 23.Essel Mining and Industries Limited 24.Ultra Tech Cement Limited 25.TGS Investment & Trade Pvt Limited

26.Rajratna Holdings Pvt Limited 27.Global Holdings Pvt Limited 28.Vaibhav Holdings Pvt Limited 29.Idea Cellular Limited 30.Kanishtha Finance and Investment Pvt Limited 31.Aditya Birla Health Service Limited 3. Shri P Murari Independent 2, Gilchrist 28/01/2000 As a Director Director Avenue, 1) Aban Offshore Ltd. DIN: 00020437 Harrington 2) IDEA Cellular Ltd. Road, 3) XPRO Inida Ltd. Chetpet, 4) HEG Ltd. CHENNAI, 5) Bajaj Holdings and 600031, Investment Ltd. Tamil Nadu, 6) Bajaj Auto Ltd. INDIA 7) Fortis Malar Hospitals Ltd. 8) Adayar Gate Hotel Ltd. 9) Great Eastern Energy Corporation Ltd. 4. Shri Baldev Raj Independent 005 B 28/01/2000 As a Director Gupta Director Sheetal 1) JBF Industries Limited Apartments 2) HOV Services Limited DIN:00020066 Lokhandwal 3) Sagacious Financial Andheri Services Pvt Limited (West) 4) JBF RAK LLC., UAW 5) JBF Petrochemicals Limited

5. Shri Bihari Lal Director ‘Manisha 15/04/1975 As a Director Shah 3rd Floor, 1) Western Indian Sponge 69A, Iron Company Limited DIN: 00017357 Nepean Sea 2) G.D.Birla Medical Road, Research & Education Mumbia – Foundation 400 006 3) Grasim Electronics Limited 4) Trapti Trading & Investments Pvt Limited 5) Aditya Vikram Global Trading House Limited 6) Aditya Birla Health Services Limited 6. Ms. Tarjani Vakil Independent A-1, 27/07/2000 As a Director Director Ishwardas 1)Asian Paints Limited DIN :00009603 Mansion 2)DSP Black Rock Trustee Nana Chowk Co. Pvt. Limited Mumbai – 3)Mahindra Intertrade 400 007 Limited 4) Birla Sun Life Insurance Company Limited 5)Alkyl Amines Chemical Limited 6)Idea Cellular Limited 7)Aditya Birla Trustee Company Private Limited

7. Shri G.P.Gupta Independent 101, Kaveri 27/04/2005 As a Director Director B Wing 1.Birla Sun Life Insurance DIN: 00017639 Neelkanth Co. Limited Valley, 7th 2.Swaraj Engines Limited Road, 3. Aditya Birla Capital Rajawadi Advisors Private Limited Ghatkopar 4.Emkay Global Financial (e), Services Limited Mumbai – 5. Aditya Birla Retail 400 077 Limited 6.Idea Cellular Limited 7.Landmark Property Development Company Limited 8.Avam Technologies Pvt Limited 9.Dighi Port Limited 10.Trinethra Super Retail Private Limited 11.Emkay Investment Managers Limited 12.Intersoft Consulting & Software Services Pvt Limited

8. Shri. S.C. Independent 1305, Dosti 29/04/2004 As a Director Bhargava Director Aster( Dosti 1.Antique Finance Pvt Acres) New Limited DIN: 00020021 Uphill Link 2.A.K.Capital Services Road, Off Limited S.M. Road, 3.OTC Exchange of India Antop Hill Limited. Wadal (East) 4.Jaiprakash Associated Mumbia – Limited 400 037 5.Escorts Limited 6.Jai Prakash Power Ventures Limited 7.Swaraj Engine Limited 8.Cox &Kings India Ltd 9.G.K.Industrial Park Pvt Limited 10 IIT Insurance Broking & Risk Management Pvt Limited 11. Welworth Fin Invest Pvt Limited 12. Industrial Investment Trust Limited 13.Asahi Industries Limited 14.Swaraj Automotives Limited

9. Dr. Rakesh Jain Managing 801, The 19/04/2013 As a Director DIN 00020425 Director Residency, 1) Idea Cellular Ltd. Union Park 2) Thai Polyphosphate & Road, Khar Chemicals Company (W), Ltd. MUMBAI, 3) Birla Sun Life Insurance 400052, Company Ltd. Maharashtra 4) Aditya Birla Minacs , INDIA Worldwide Ltd. 5) Aditya Birla Management Corporation Pvt Ltd. 6) Birla Management Centre Services Ltd 7) Aditya Birla Science & Technology Company Ltd.

10 Shri Sushil Whole- Time Ocean C.H. 06/08/2009 As a Director Agarwal Director & Society Ltd, 1) ABG Realty and DIN: 00060017 CFO 301, Ocean Infrastructure Company View Union Private Limited Park, Khar 2) ABNL Investment West, Limited Mumbai, 3) Aditya Birla Insurance 400052, Brokers Limited Maharashtr, 4) Aditya Birla Money INDIA Mart Limited 5) Aditya Birla Securities Private Limited 6) Aditya Birla Minacs Worldwide Limited 7) Aditya Birla Power Company Limited 8) Birla TMT Holdings Private Limited 9) Green Acre Agro Services Private Limited 10)IGH Holdings Private Limited 11)Infocyber India Private

Limited 12)TGS Investment & Trade Private Limited 13)Applause Bhansali Films Private Limited 14)Applause Entertainment AP Private Limited 15)Applause Entertainment Private Limited 16)Azure Jouel Private Limited 17)B G H Properties Private Limited 18)BGFL Corporate Finance Private Limited 19)BGH Exim Limited 20)Madura Garments Lifestyle Retail Company Limited 21)Mangalam Carbide Limited 22)Naman Finance & Investment Private Limited. 23)Pantaloons Fashion& Retail Limited 24)Aditya Birla Minacs Phillipines , inc phillipines 25)Aditya Birla Minacs Worldl wide Inc , Canada

11 Shri Tapasendra Independent 5/7, HIG 30/05/2011 As a Director Chattopadhyay Director Calcutta Nil Greens DIN: 00041581 Phase-II, 1050/2 Survery Park Kolkata – 700 075

12. Shri Lalit Naik Dy. Managing 33 Gaurav, 01/01/2013 As a Director Director 3rd Floor, 1) Aditya Birla Chemicals DIN 02943588 Sayani Road, (India) Limited Mumbai 2) Tanfac Industries Limited 400 025 3) Aditya Birla Chemicals Thailand Limited

4) ABSTC.

*Company to disclose name of the current directors who are appearing in the RBI defaulter list and /or ECGC default list, if any.

NIL ii Details of change in Directors since last three years i.e. from 31st December, 2009 to December, 2012

Name , Designation Date of Director of the Remarks and DIN Appointment/ Company since Resignation (in case of resignation) Mr. Lalit Naik 01.01.2013 Appointed as an Additional and Dy. Managing Director Mr. Pranab Barua 15.05.2012 01.05.2009 Resigned as Whole- Time Director of the Company Mr. S.C. Bhargava 30.05.2011 - Re-appointed as an Independent Director Mr. T.Chattopadhyay 30.05.2011 - Appointed as an Additional and Independent Director Mr. Sushil Agarwal 01.06.2011 - Appointed as Whole- Time Director Mr.K.K.Maheshwari 20.05.2010 01.10.2005 Resigned as a Whole- time Director of the Company Mr. H.J. Vaidya 01.04.2010 14.07.1967 Resigned as an Independent Director f. Details regarding the Auditors of the Company. (i) Details of the Auditor of the Company:- Name Address Auditor Since

M/s. S.R. Batliboi & Chartered Accountants FY 2003-04 Co. 14th Floor, The Ruby, 29th Senapati Bapat Marg, Dadar (W) Mumbai -400 028

M/s. Khimji Kunverji & Chartered Accountants Incorporation Co. Sunshine Tower, Level 19, Senapati Bapat Marg, Dadar (W), Mumbai – 400 028 Note : Only Statutory Auditors have been considered

ii. Details of Change in Auditor since last three years :- NIL * g. Details of borrowing of the Company, as on the latest quarter end :-

iii. Details of Secured/Unsecure Loan Facilities as on 31st December, 2012 Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) Long Term – Secured

DBS Bank External JPY 2004.4 97.53 30-Nov-13 Secured by way of first pari- Limited Commercial Mln passu charge by way of Borrowings hypothecation of movable properties (save current assets) of the Company’s Rayon & Caustic Soda Plant at Veraval, Textile Plant at Rishra, and Carbon Black Plant at Renukoot.

Export Import Term Loan INR 6.83 0.85 2006 to 2013 Secured by way of exclusive Bank of India Crs. first charge on assets acquired there-against.

Export Import Term Loan INR 35.00 32.20 2010 to 2018 Secured by way of first pari- Bank of India Crs. passu charge by way of hypothecation of movable fixed assets situated at Rayon Plant, Veraval, Textile Plant at Rishra, and Carbon Black Plant at Renukoot.

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) HSBC Bank External INR 70.70 70.70 2013 to 2015 (Mauritius) Commercial Ltd. Borrowings Secured by way of first pari- passu charge by way of hypothecation of entire plant and machinery (fixed and moveable), machinery spares, tools and accessories (save and except current assets), relating INR 69.16 69.16 2014 - 2016 to Borrowers Carbon Black Plant at Patalganga, Maharashtra.

The External JPY 1920 66.67 2012 to 2014 Rs. 75 Crs. secured by way of Hongkong Commercial Mln. first pari-passu charge by way and Shanghai Borrowings of hypothecation of movable Banking properties (save and except Corporation current assets) of the Ltd. Company’s Rayon & Caustic Singapore Soda Plant at Veraval, Textile Plant at Rishra, Carbon Black Plant at Renukoot and balance Rs. 25 crs secured by way of hypothecation of assets (save and except current assets) of the Company’s Carbon Black Plant at Patalganga.

The Bank of External JPY 1200 20.75 2011 to 2013 Secured by way of first charge Tokyo- Commercial Mln. created by hypothecation of Mitsubishi, Borrowings properties (except current UFJ, Limited assets) of the Insulator Divisions of the Company situated at Halol and Rishra.

Australia and External USD 20 98.28 2014 to 2015 Secured by way of first charge New Zealand Commercial Mln. created by hypothecation on all Banking Borrowings movable properties (excluding Group current assets and investments) Limited of the Garment Division (Madura Garments) at Bangalore including brand rights and goodwill but excluding movable properties relating to Madura Garments

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) Exports plants at Kosaba Hobli, Karnataka, Madura Clothing Plant at Marasur Village, Karnataka, and Madura Garments Exports plants at parappana Agrahara, Karnataka.

BNP Paribas External JPY 2307.3 158.12 2016 to 2018 Secured by way of first pari- Commercial Min. passu charge created by Borrowings hypothecation on all movable Fixed Assets of the Carbon black Division situated at Gummidipoondi, Tamilnadu Bank of Nova External USD 30 161.64 16-May-2017 Secured by way of first pari- Scotia Commercial Mln. passu charge created by Borrowings hypothecation on all movable Fixed Assets of the Indo Gulf Fertiliser Division (excluding Argon gas plant )situated at Jagdishpur, Uttarpradesh Industrial Term Loan INR 25.00 17.50 2007 to 2015 Secured by way of first pari- Development Crs. passu charge created by Bank of India mortgage of the immovable Limited properties of the Company Rayon Plant at Veraval, Textile Plant at Rishra, Carbon Black Plant at Renukoot and hypothecation of movables (except books debts) at these locations. Life Insurance Term Loan INR 30.00 3.75 2006 to 2013 Secured by way of first pari- Corporation of Crs. passu charge created by India mortgage of the immovable properties of the Company Rayon Plant at Veraval, Textile Plant at Rishra, Carbon Black Plant at Renukoot and hypothecation of movables (except books debts) at these locations. Life Insurance Term Loan INR 50.00 24.00 2006 to 2014 Secured by way of first pari- Corporation of Crs. passu charge created by India mortgage of the immovable properties of the Company Rayon Plant at Veraval, Textile

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) Plant at Rishra, Carbon Black Plant at Renukoot and hypothecation of movables (except books debts) at these locations. Life Insurance Term Loan INR 50.00 35.00 2007 to 2015 Secured by way of first pari- Corporation of Crs. passu charge created by India mortgage of the immovable properties of the Company Rayon Plant at Veraval, Textile Plant at Rishra, Carbon Black 35.00 Plant at Renukoot and INR 50.00 hypothecation of movables Crs. (except books debts) at these locations.

Life Insurance Term Loan INR 95.00 83.60 2009 to 2017 Secured by way of first pari- Corporation of Crs. passu charge created by India mortgage of the immovable properties of the Company Rayon Plant at Veraval, Textile Plant at Rishra, Carbon Black Plant at Renukoot and hypothecation of movables (save and except current assets) situated at these locations, subject to prior charge(s) created on certain assets in favor of a Financial Institution. EXIM Term Loan INR 6.00 cr. 1.13 2006 to 2014 Secured by way of first pari- passu charge created by mortgage of immovable properties of the Company's Madura Garment Export Plants at Bangalore and hypothecation of movable fixed assets of the Company at these plants. INR 6.70 cr. 2.01

EXIM Term Loan INR 5.35 cr. 1.26 2008 to 2015 Secured by way of first pari- passu charge to be created of mortgage of immovable properties of the Company's Madura Garment Export Plants

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) at Bangalore and charge created by way of hypothecation of movable fixed assets of the Company at these plants.

SBI Term Loan INR 16.00 13.12 2008 to 2016 Secured by way of first pari- cr. passu charge created by mortgage of immovable properties of the Company's Madura Garment Export Plants at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

IDBI Term Loan INR 8.00 cr. 7.12 2010 to 2017 Secured by way of first pari- passu charge created by mortgage of immovable properties of the Company's Madura Garment Export Plants at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

IDBI Term Loan INR 12.00 1.20 2009 to 2013 Secured by way of first pari- cr. passu charge created by hypothecation of movable fixed assets of the Company's Madura Garment Export Plants at Bangalore.

EXIM Term Loan INR 4.00 cr. 0.5 2006 to 2013 Secured by way of first pari- passu charge created by mortgage of immovable properties of the Company's MG Lifestyle Clothing Plant at Bangalore and hypothecation of movable fixed assets of the Company at these plants. INR 7.00 cr. 1.31

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) EXIM Term Loan INR 3.65 cr. 1.59 2008 to 2016 Secured by way of first pari- passu charge created by mortgage of immovable properties of the Company's MG Lifestyle Clothing Plant at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

HDFC Term Loan INR 4.00 cr. 3.60 2009 to 2017 Secured by way of first pari- passu charge created by hypothecation of movable plant and machinery of the Company's MG Lifestyle Clothing Plant at Bangalore.

HDFC Term Loan INR 12.00 11.28 2010 to 2018 Secured by way of first pari- cr. passu charge created by hypothecation of movable plant and machinery of the Company's MG Lifestyle Clothing Plant at Bangalore.

HDFC Term Loan INR 8.00 cr. 2.67 2009 to 2014 Secured by way of first pari- passu charge created by hypothecation of movable plant and machinery of the Company's MG Lifestyle Clothing Plant at Bangalore.

SBI Term Loan INR 35.00cr 35.00 2014 to 2017 To be secured by way of first pari-passu charge created by hypothecation of the entire movable properties (save and except current assets and assets

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) on which an exclusive charge has been created in favor of Exim Bank) of the Companys' Rayon Divison Plant at Veraval, Carbon Black divison plant at at Renukoot and Textile Division plant at Prabhasnagar. Sales Tax Deferred INR 57.08 54.05 2010 to 2020 Secured by way of second pari- Loan from Sales Tax Crs. passu charge over the fixed SIPCOT Loan assets of Carbon Black Plant at Gummidipoondi.

Total – Long 1110.59 Term Secured Long term – External USD 50 228.25 24-Aug-16 N.A. Unsecured Commercial mln. Borrowings

The Bank of Tokyo- Mitsubishi UFJ., Limited

Australia and External USD 10 47.23 2013-2015 N.A. New Zealand Commercial Mn. Banking Borrowings Group 2013- N.A. Limited USD 10 47.24 2015 Mn.

Non – Non INR 200.00 200.00 11-May-13 N.A. Convertible Convertible crs Debentures Debenture

28th Series

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) Total – Long 522.72 Term Unsecured

LONG 1633.31 TERM Short Term – Working Secured Capital Borrowings

Working INR 100.00 N.A. Working Capital Borrowings Capital 1250.00 are secured by hypothecation of Borrowings - Crs. inventories, book debts and Others other movables, both present and future, held as current assets.

Total - Short 100.00 Term Secured Working Short Term - Capital Unsecured Borrowings

Working Capital INR 2259.53 N.A N.A. Borrowings – 2259.53 . Buyers Crs Credit/PCFC/ STL

Commercial Commercia INR 700 694.13 N.A N.A. Paper l Paper crs. .

Total - Short 2953.66 Term Unsecured

SHORT 3053.66 TERM

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December 2012 (Rs. Crs.) GRAND 4686.97 TOTAL

iv. Details of NCDs:-

Debenture Tenor/ Coupon Amoun Date of Redemption Credit Secured/ Series Period Rs. In Crores Allotment dat/ Schedule Rating Unsecured Security Per

28th Series 3 year 7.90 200 11.05.2010 10.05.2013 LAA + by Unsecured Nil ICRA

29th Series 3 Year 8.99 300 29.01.2013 29.01.2018 LAA+ by Unsecured Nil ICRA iv. List of Top Debenture holders (as on 31st March, 2013)

Non- Convertible Debenture holders – 28th Series

Sr. Name Holding No 1 RELIANCE CAPITAL TRUSTEE CO. LTD-A/C RELIANCE FIXED 285 HORIZON FUND XXI SERIES 25 DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001 2 ICICI PRUDENTIAL SHORT TERM PLAN 250 HDFC BANK LTD, CUSTODY SERVICES LODHA - I THINK TECHNO CAMPUS OFF FLR 8, NEXT TO KANJURMARG STNKANJURMARG EAST MUMBAI 400042 3 BIRLA SUN LIFE INSURANCE COMPANY LIMITED 250 DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORTMUMBAI 400001

4 CORPORATION BANK 250 CORPORATION BANK, GENERAL ACCOUNT INVESTMENT DIVISION 15 MITTAL CHAMBERS 1ST FLOORNARIMAN POINT MUMBAI 400021 5 UNITED INDIA INSURANCE COMPANY LIMITED 200 INVESTMENT DEPARTMENT 24 WHITES ROAD ROYAPETTAHCHENNAI 600014 6 STAR UNION DAI-ICHI LIFE INSURANCE COMPANY LIMITED 150 DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORTMUMBAI 400001 7 RELIANCE CAPITAL TRUSTEE CO. LTD-A/C RELIANCE FIXED 145 HORIZON FUND XXI SERIES 19 DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001 8 KOTAK MAHINDRA TRUSTEE COMPANY LTD. A/C. KOTAK 110 MAHINDRA BOND UNIT SCHEME 99 DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORTMUMBAI 400001 9 KOTAK MAHINDRA TRUSTEE CO. LTD. A/C KOTAK FMP 105 SERIES 50 DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001 10 RELIANCE CAPITAL TRUSTEE CO. LTD-A/C RELIANCE FIXED 100 HORIZON FUND XIX SERIES 19 DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001 11 KOTAK MAHINDRA TRUSTEE CO. LTD. A/C KOTAK FMP 40 SERIES 47 DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001

12 SUNDARAM MUTUAL FUND A/C SUNDARAM FTP - BF 34 Standard Chartered Bank, CRESCENZO Securities Services, 3rd Floor C-38/39 G-Block, BKC Bandra (East)Mumbai India 400051 13 SUNDARAM MUTUAL FUND A/C SUNDARAM FTP - CF 29 Standard Chartered Bank, CRESCENZO Securities Services, 3rd Floor C-38/39 G-Block, BKC Bandra (East)Mumbai India 400051 14 SUNDARAM MUTUAL FUND A/C SUNDARAM FTP - AL 18 Standard Chartered Bank, CRESCENZO Securities Services, 3rd Floor C-38/39 G-Block, BKC Bandra (East)Mumbai India 400051 15 RELIANCE CAPITAL TRUSTEE CO. LTD-A/C RELIANCE 15 FIXED HORIZON FUND XXI SERIES 20 DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001 16 SUNDARAM MUTUAL FUND A/C SUNDARAM FTP - 13 AM Standard Chartered Bank, CRESCENZO Securities Services, 3rd Floor C-38/39 G-Block, BKC Bandra (East)Mumbai India 400051 17 SUNDARAM MUTUAL FUND A/C SUNDARAM ULTRA 5 SHORTTERM FUND Standard Chartered Bank, CRESCENZO Securities Services, 3rd Floor C-38/39 G-Block, BKC Bandra (East)Mumbai India 400051 18 SUNDARAM MUTUAL FUND A/C SUNDARAM 1 FLEXIBLE FUND FLEXIBLE INCOME PLAN Standard Chartered Bank, CRESCENZO Securities Services, 3rd Floor C-38/39 G-Block, BKC Bandra (East)Mumbai India 400051 Total 2000

Non- Convertible Debentures – 29th Series

Sr. Name Holding No 1 BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE 1000 LIMITED A/C BIRLA SUN LIFE INCOME PLUS CITIBANK N A, CUSTODY SERVICES 3RD FLR, TRENT HOUSE, G BLOCK PLOT NO. 60, BKC, BANDRA - EAST MUMBAI 400098

2 KOTAK MAHINDRA TRUSTEE COMPANY LTD. 750 A/C. KOTAK MAHINDRA BOND UNIT SCHEME 99 DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI 400001

3 RELIANCE CAPITAL TRUSTEE CO. LTD A/C- 500 RELIANCEREGULAR SAVINGS FUND-DEBT OPTION DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI 400001

4 HDFC TRUSTEE COMPANY LTD - HDFC SHORT 250 TERM PLAN HDFC BANK LTD, CUSTODY SERVICES LODHA - I THINK TECHNO CAMPUS OFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI 400042

5. HDFC ERGO GENERAL INSURANCE 250 COMPANY LIMITED HDFC BANK LTD, CUSTODY SERVICES LODHA - I THINK TECHNO CAMPUS OFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI 400042

6. RELIANCE GENERAL INSURANCE CO LTD 250 HDFC BANK LTD, CUSTODY SERVICES LODHA - I THINK TECHNO CAMPUS OFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI 400042

Total 3000

v. The amount of Corporate Guarantee issued by the Issuer along with name of the Counter party (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued.

Sr. Particulars Liability as on No. 31st December 2012 Rs. in Crores Corporate Guarantees

1 Aditya Birla Minacs Worldwide Ltd. 47.00

2 Aditya Birla Minacs Worldwide Ltd. 127.89 (USD 20 mln.) 3 Aditya Birla Minacs Worldwide Inc 693.70 (CAD 138 mln.)

4 The Minacs Group (USA) Inc. 110.32 (USD 22 mln.) 5 Madura Garments Lifestyle Retail Co. Ltd. 1750

6 Indigold Trade and Services Limited 800.00

In addition to the aforesaid Corporate Guarantees, the Company has also provided put-option in respect of the securities issued as under:

i. Madura Garments Lifestyle Clothing Limited – NCD of the Face Value of Rs. 300 Crores (Principal Amount : Rs. 300 Crores ) ii. Aditya Birla Finance Limited – NCD of the Face Value of Rs. 300 Crores (Principal Amount : Rs.300 Crores) iii. Aditya Birla Minacs Worldwide Ltd. – CCD of the Face Value of Rs. 250 Crores (Principal Amount : Rs. 303.8 Crores).

In terms of the Option Agreement entered into with the subscriber of the aforesaid securities, the subscriber has a put-option on the Company and the Company has a call-option on the

subscriber on the specified date at the pre-agreed price. Further, on happening of certain events the put option can also be exercised by the subscribers on the company on any other dates on happening of such events..

vi. Details of Commercial Paper :- The total face value of Commercial Papers outstanding as on 31st December 2012 .

Maturity Date Face value Issue Value Amount (amt. in Rs. Crs.) outstanding (amt. in Rs. Crs.) 19-01-2013 100 98.60

22-01-2013 200 197.20

08-02-2013 100 98.64 11-02-2013 100 98.58 19-02-2013 100 98.57 01-03-2013 100 97.85

vii Details of the Rest of Borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/ Preference Shares) as on 31st December, 2012.

Nil viii Details of all defaults and / or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years.

Nil. ix Details of any outstanding borrowings taken / debt securities issued where taken/ issued:

(a) For consideration other than cash, whether in whole or part, -

Lender Type of Amount Amount Repayment Security Facility Sanctioned Outstanding Period as on 31st December, 2012 (Rs. Crs.)

EXIM Term Loan INR 6.00 cr. 1.13 2006 to Term Loans secured by 2014 way of First pari-passu charge created by mortgage of immovable properties of the Company's Madura Garment Export Plants at Bangalore and INR 6.70 cr. 2.01 hypothecation of movable fixed assets of the Company at these plants.

EXIM Term Loan INR 5.35 cr. 1.26 2008 to Term Loans secured by 2015 way of First pari-passu charge to be created of mortgage of immovable properties of the Company's Madura Garment Export Plants at Bangalore and charge created by way of hypothecation of movable fixed assets of the Company at these plants.

SBI Term Loan INR 16.00 13.12 2008 to Term Loans secured by cr. 2016 way of First pari-passu charge created by mortgage of immovable properties of the Company's Madura Garment Export Plants at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

IDBI Term Loan INR 8.00 cr. 7.12 2010 to Term Loans secured by 2017 way of First pari-passu charge created by mortgage of immovable properties of the Company's Madura Garment Export Plants at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

IDBI Term Loan INR 12.00 1.20 2009 to Term Loans secured by cr. 2013 way of First pari-passu charge created by hypothecation of movable fixed assets of the Company's Madura Garment Export Plants at Bangalore.

EXIM Term Loan INR 4.00 cr. 0.5 2006 to Term Loan secured by 2013 way of First pari-passu charge created by mortgage of immovable properties of the Company's MG Lifestyle Clothing Plant at Bangalore and INR 7.00 cr. 1.31 hypothecation of movable fixed assets of the Company at these plants.

EXIM Term Loan INR 3.65 cr. 1.59 2008 to Term Loan secured by 2016 way of First pari-passu charge created by mortgage of immovable properties of the Company's MG Lifestyle Clothing Plant at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

HDFC Term Loan INR 4.00 cr. 3.60 2009 to Term Loan secured by 2017 way of first pari-passu charge created by hypothecation of movable plant and machinery of the Company's MG Lifestyle Clothing Plant at Bangalore.

HDFC Term Loan INR 12.00 11.28 2010 to Term Loan secured by cr. 2018 way of first pari-passu charge created by hypothecation of movable plant and machinery of the Company's MG Lifestyle Clothing Plant at Bangalore.

HDFC Term Loan INR 8.00 cr. 2.67 2009 to Term Loan secured by 2014 way of first pari-passu charge created by hypothecation of movable plant and machinery of the Company's MG Lifestyle Clothing Plant at Bangalore.

(ii) At a premium or discount Commercial Papers are issued at Discount. Refer Point No. vi

(iii) In pursuance of an option; Nil h. Details of Promoters of the Company :- (i) Details of Promoter Holding in the Company as on the quarter ending on 31st March, 2013

Sr. Name of the Shareholder Total No. of Total No. of % of No. number share in Shareh Shares shares of Equity demat olding Pledged pledge shares form As % d with of respect total to no. of shares Equity owned shares Shri Aditya Vikram Kumar 1 Mangalam Birla HUF 150 150 0.00 0 0 2 Shri Kumar Mangalam Birla 4609 4609 0.00 0 0 3 Smt Rajashree Birla 127634 127634 0.11 0 0 4 Smt. Neerja Birla 1975 1975 0.00 0 0 5 Smt. Vasavadatta Bajaj 1835 1835 0.00 0 0 6 Birla Group Holdings Pvt.Ltd. 3610300 3610300 3.00 0 0 TGS Investment and Trade Pvt. 7 Ltd. 13506736 13506736 11.24 0 0 Trapti Trading & Investments Pvt. 8 Ltd. 9423935 9423935 7.84 0 0 Turquoise Investments & Finance 9 Pvt. Ltd. 6441092 6441092 5.36 0 0 10 Birla Consultants Ltd. 28655 28655 0.02 0 0 Birla Industrial Finance (India) 11 Ltd. 27790 27790 0.02 0 0 Birla Industrial Investment (India) 12 Ltd. 5955 5955 0.00 0 0

13 ECE Industries Limited 119163 119163 0.10 0 0 14 Grasim Industries Limited 3345816 3345816 2.78 0 0 15 Heritage Housing Finance Ltd. 679012 679012 0.56 0 0 16 Hindalco Industries Limited 8650412 8650412 7.20 0 0 17 IGH Holding Private Limited 9132102 9132102 7.60 0 0 18 Mangalam Services Ltd. 7546111 7546111 6.28 0 0 Manav Investment & Trading Co. 19 Ltd. 114675 114675 0.10 0 0 Pilani Investment & Industrial 20 Corporation Ltd. 187098 187098 0.16 0 0 Umang Commercial Company 21 Limited 1669642 1669642 1.39 0 0 TOTAL 64624697 53.76 53.76 0 0

Note : The above does not include GDRs held by Promoter Group j) Abridged version of Audited Consolidated (wherever available) and standalone financial information (like Profit & Loss Statement, Balance Sheet and Cash Flow Statement) for at least last three years and auditor qualifications, if any. -

Copies of the Annual report of the Company for the last 3 years containing audited Standalone financial Statements along with Auditors Report thereon have been attached herewith. k) Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. *

Copies of the latest Limited Review standalone results of the Company along with Report of the Auditors thereon for the period ended on December 31, 2012 have been attached herewith. l) Any material event / development of change having implications on the financials / credit quality (e.g any material regulatory proceeding against Issuer/ Promoter, tax litigations resulting in material liabilities, corporate Restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest /continue to invest in the debt securities. –

Other than details given in this Information Memorandum there is no material event/development or change at the time of issuance of this document which may affect

the issue or the investor’s decision to invest/ continue to invest in the debt securities. m) The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under Regulation 4(4) and in all the subsequent periodical communications sent to the holders of debt securities.

The debenture trustee of the proposed Debentures is IDBI Trusteeship Services Limited. n) The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

Credit Rating Letter from ICRA is attached. o) If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

Not Applicable. p) Copy of consent letter from the Debenture Trustee shall be disclosed.

Consent Letter from IDBI Trusteeship Services Limited dated 3rd May 2013 is enclosed. q) Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.

Securities are proposed to be listed at Bombay Stock Exchange Limited (BSE) and /or National Stock Exchange of India Limited (NSE) r) Other details i. DRR creation - relevant regulations and applicability. The Company will create Debenture Redemption Reserve (DRR) as may be required in case of privately placed debentures.

The Company will create Debenture Redemption Reserve (DRR) as may be required in case of privately placed debentures. As per extant circular no. 1102/2012/-CL.V dated 11.02.2013 issued by Government of India. Ministry of Corporate Affairs with respect to creation of Debenture Redemption Reserve, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the value of debentures issued through Public Issue as per present SEBI (Issue and listing of Debt Securities ) Regulations, 2008 and also 25% DRR is required for privately placed debentures by listed Companies. The Company shall create a Debenture Redemption Reserve (‘DRR’) and credit to the DRR such amounts as applicable under provisions of Section 117C of the Companies Act 1956 (as amended from time to time) or any other relevant statute(s), as applicable.

ii. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

The Company is complying with all the provisions of the Companies Act, SEBI and other applicable regulatory guidelines. This issue of Non-convertible Debentures is subject to the provisions of the Companies Act, 1956, the Memorandum and Articles of Association, the terms of this Disclosure Document and Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/ Letters of Allotment/ Debenture Certificates, guidelines, notifications, regulations relating to the issue of debentures and Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended vide Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012.

iii. Application process Please refer to “Mode of Subscription”

B. ISSUE DETAILS

a. Summary term sheet shall be provided which shall include at least following information (where relevant) pertaining to the Secured / Unsecured Non Convertible debt securities (or a series thereof):-

Security Name Aditya Birla Nuvo Limited 9% Unsecured Redeemable Non-Convertible Debentures (30th Series) Issuer Aditya Birla Nuvo Limited Type of Instrument Redeemable Non-Convertible Debentures Nature of Instrument Unsecured Seniority Senior i.e. pari-passu with all unsecured debt of the Company Mode of Issue Private placement Eligible Investors 1. Companies 2. Commercial banks 3. Regional Rural banks 4. Financial Institutions 5. Insurance companies Listing (including name Proposed to be listed on WDM segment of Bombay Stock of stock Exchange(s) Exchange Limited (BSE) and/or National Stock Exchange. In where it will be listed case of delay in listing of the securities beyond 20 days from and timeline for listing) the deemed date of allotment, the Company will pay penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of NCD to the investors. Rating of the AA+ by ICRA Ltd. Instrument Issue Size Rs. 200 Crore Option to retain Nil oversubscription (Amount) Objects of the Issue The Proceeds of the issue to be utilized towards refinancing of existing debt. Details of the As above utilization of the Proceeds Coupon Rate 9% p.a.

Step Up/Step Down NIL Coupon Rate Coupon Payment Annual Frequency Coupon payment dates Payable annually. The first coupon will be payable on the 1st day after completion of one year from allotment date and computed upto the previous date. Coupon Type Fixed Coupon Reset Process None (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis Actual/ Actual Interest on Application Not applicable as the date of application will be the deemed Money date of allotment. Default Interest Rate In case of default in payment of interest and / or principal redemption on the due dates, additional interest @ 2% p.a. over the coupon rate will be paid for the defaulting period. Tenor 10 years from the Deemed Date of Allotment Redemption Date 10th May, 2023 i.e. on expiry of 10 years from the deemed date of allotment. Redemption Amount The debentures aggregating to Rs. 200 Crore of the face value of Rs. 10 Lacs each will be redeemed at par for Rs. 200 crore Redemption Premium NIL /Discount Issue Price The debentures aggregating to Rs. 200 Crore of the face value of Rs. 10 Lacs each will be issued at par for Rs.200 crore. Discount at which NIL security is issued and the effective yield as a result of such discount Put option Date NIL Put option Price Not applicable Call Option Date NIL Call Option Price Not applicable Put Notification Time Not applicable

Call Notification Time Not applicable Face Value Rs. 10 lakhs per Debenture Minimum Application Minimum application of Rs. 50 Crore and in multiples of Rs. 1 and in multiples of __ Crore thereafter. Debt securities thereafter Issue Timing 1. Issue Opening Date 10th May, 2013 2. Issue Closing Date 10th May, 2013 3. Pay-in Date 10th May, 2013 4. Deemed Date of 10th May, 2013 Allotment Issuance mode of the Demat Instrument Trading mode of the Demat Instrument Settlement mode of Payment of interest / principal will be made by way of RTGS the Instrument transfer / NEFT / cheque / demand draft / interest warrant Depository National Depository services Ltd. (NSDL) / Central Depository Services Limited (CDSL). Business Day Please refer to “Effect of Holidays” under the head Convention “Other Issue details” Record Date 15 calendar days prior to each Coupon date /redemption date. Security (where Not applicable as unsecured applicable) (Including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security). Transaction Documents 1. Information Memorandum 2. Application Form 3. Board resolution of the Company to borrow funds through NCD 4. Rating Rationale 5. Rating Letter issued within 1 month prior to the issue date 6. Consent Letter from the Debenture Trustee to act as Trustee for this NCD issue. 7. Trust Deed.

Conditions Precedent 1. All necessary approval (internal and external) have been to Disbursement obtained for the Issue. 2. Provisional latest unaudited financial (period ending 31st December 2012) as required by the Arranger 3. Signing of Information Memorandum 4. Rating letter 5. Consent of the Trustee 6. In-principle approval from BSE/NSE to list the NCD’s Condition Subsequent 1. Issue of Letter of Allotment within 2 Business Days from to Disbursement the Deemed date of Allotment 2. Listing within 30 days from the Deemed date of Allotment 3. Execution of Trust Deed and Issue of Debentures in demat form within 3 months from the Deemed date of Allotment Events of Default Please refer to “Events of Default” under the head “Other Issue details” Provisions related to Not Applicable Cross Default Clause Role and The Trustees shall protect the interest of the debenture holder Responsibilities of in the event of default by the Company in regard to timely Debenture Trustee payment of interest and repayment of principal and shall take necessary action at the cost of the Company Governing Law and The Issue is governed by the laws of India and the courts of Jurisdiction Mumbai shall have exclusive jurisdiction in this regard

OTHER ISSUE DETAILS Book Closure Date

The Company’s Register of Debenture holders will be closed for the purposes of payment of interest or redemption of Debentures, as the case may be, 15 days prior to the respective due date.

Interest

The Interest Rate on the principal amount of Debentures outstanding shall be payable in arrears, (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re- enactment thereof for which a certificate will be issued by the Bank) from the Deemed Date of Allotment. Interest will be paid every year at an interval of one year from deemed date of allotment, being the due date of payment of interest under Debentures

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re- enactment thereof will be deducted at source. Tax exemption certificate/document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 calendar days before the interest payment dates.

Tax exemption certificate/document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form.

However, Finance Act 2008 has inserted clause (ix) under the proviso to Section 193, which reads as under: “Any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and rules made thereunder.” The amendment, which will be effective 1st June 2008, will have following implications: Tax will not to be deducted at source by the Company from interest paid on these debentures issued by the company, which are listed on the recognized stock exchanges and held in dematerialised form by investors.

Computation of interest

Interest will be computed on ‘actual/ actual’, on the face value of principal outstanding on the Debentures at the respective coupon rate rounded off to the nearest Rupee.

Effect of Holidays

Should any of dates defined above or elsewhere in the Umbrella Offering, excepting the Date of Allotment, fall on a Saturday, a Sunday or a Public Holiday in Mumbai, the interest for the period would be paid on the immediate succeeding working day in Mumbai with interest upto the day preceding the actual date of payment. The interest for the next succeeding interest period will correspondingly be adjusted.

Redemption of Debentures

The payment on redemption will be made in the name of the sole holder or first holder (in case of joint holders) whose name appears in the list of beneficial owners given by the depository on the Record Date. The Company’s liability to Debenture holders towards all their rights, including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further, the Company will not be liable to pay any interest, income or compensation of any kind from the date of such redemption of the Debentures. On dispatching the amounts as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.

Right of the Company to Purchase, Re-sell and Re-issue Debentures

Purchase and Resale of Debentures: The Company may, at any time and from time to time, purchase Debentures under this issue at discount, at par or premium in the open market or otherwise. Such Debentures may, at the option of the Company, be cancelled, held or resold.

Reissue of Debentures: Where the Company has redeemed any such Debentures, subject to the provisions of Section 121 of the Companies Act, 1956 and other applicable legal provisions, the Company shall have and shall be deemed always to have had the right to keep such Debentures alive for the purpose of reissue and in exercising such right, the Company shall have and shall be deemed always to have had the power to reissue such Debentures either by reissuing the same Debentures or by issuing other Debentures in their place in either case, at such a price and on such terms and conditions (including any variations, dropping of or additions to any terms and conditions originally stipulated) as the Company may deem fit.

Future Borrowings

The Company will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also issue Debentures/Bonds/other securities in any manner having such ranking in priority, pari passu or otherwise and change the capital structure including the issue of shares of any class, on such terms and conditions as the Company may think

appropriate, without the consent of, or intimation to, the Debenture holders or the Trustees in this connection.

Events of Defaults

If one or more of the events specified herein (hereinafter called the "Events of Default") takes place, the Debenture Trustee may in its discretion, and shall, upon a request in writing of the Debenture Holders representing not less than three-fourths in value of the nominal amount of the Debentures for the time being outstanding or by a Special Resolution duly passed at the meeting of the Debenture Holders convened in accordance with the provisions set out in the Debenture Trust Deed, by a notice in writing to the Company declare the Principal Amount of and all Accrued Interest on Debentures to be due and payable forthwith and the Security created hereunder shall become enforceable : i. Default is committed in payment of Principal Amount or Interest in respect of any Debentures on the relevant interest Payment Date/Redemption Date and such default has not been set right by the Company within 30 (thirty) days of the Company receiving a notice to this effect from the Debenture Trustee either by making payment to the Debenture Holders, or providing Indian Government Securities (including treasury bills) equivalent in value to the amount mentioned in the notice or in making such alternative arrangements for payment of the deficient amount, as may be mutually agreed between the Company and the Debenture Trustee at such time or times, to the Debenture Trustee (who is required to hold the same in trust for and for the benefit of the Debenture Holders), of an amount equal to the Principal Amount and Accrued Interest and all other amounts due and payable in respect of the Debentures to be issued in pursuance of this Offer Document; ii. The Company has voluntarily become the subject of proceedings under any bankruptcy, insolvency or other similar law or hereafter in effect, or the Company is voluntarily or involuntarily dissolved and a court having jurisdiction in the premise shall enter a decree or order for relief in respect of the Company and such decree or order shall remain un stayed and in effect for a period of 60 (sixty) consecutive days or has consented to the entry of an order for relief in an involuntary case under any such laws, or shall consent to the appointment of or taking possession by a receiver, liquidator, trustee, custodian or similar official of the Company or for any substantial part of its property or has made any general assignment for the benefit of the creditors, or has failed generally to pay its debts as they become due or shall take any corporals action in furtherance of any of the above; iii. All expenses incurred by the Debenture Trustee after an Event of Default has occurred in connection with preservation of the Company's assets (whether then

or thereafter existing) and collection of amounts due in respect of the Debentures or under these presents, shall be payable by the Company.

Letter/s of allotment/refund order(s) and interest in case of delay in despatch

The issuer shall credit the allotted securities to the respective beneficiary account/dispatch the letter of allotment/letter(s) of regret/refund order(s) as the case may by registered post/courier at the applicant’s sole risk within 2 days from the date of closure of the Issue. The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the closure of the issue

Right to Accept or Reject Applications

The Company is entitled at its sole and absolute discretion, to accept or reject any application or commitment, in part or in full, without assigning any reason. The Application Forms, which are not complete in all respects, are liable to be rejected. The rejected applicant(s) will be intimated along with the refund warrant(s) within 15 days of closure of the subscription list.

Who can apply

Only those investors, who have been addressed through a communication directly, are eligible to apply. No other investor can apply. The categories of the investors, to whom the communication has been directed, are:

1. Companies and bodies corporate 2. Commercial banks 3. Regional Rural banks 4. Financial Institutions 5. Insurance companies

Submission of Documents Investors should submit the following documents, wherever applicable: a. Memorandum and Articles of Association/ Documents governing Constitution b. Government Notification/Certificate of incorporation c. SEBI Registration Certificate, if applicable d. Resolution authorizing investment along with operating instructions e. Power of Attorney (original & certified true copy) f. Form 15AA granting exemption from TDS on interest g. Form 15H for claiming exemption from TDS on interest on application money, if any. h. Order u/s197 of Income Tax Act, 1961

i. Order u/s10 of Income Tax Act, 1961 j. Specimen signatures of authorised persons.

Governing Law

The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts.

Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust Deed / Trustee Agreement.

How to Apply

Applications for the Debentures must be made in the prescribed form, and must be completed in block letters in English. Application Forms must be accompanied by either a demand draft or cheque, drawn or made payable in favour of "Aditya Birla Nuvo Limited" and crossed Account Payee only. Application money can also be remitted by electronic mode.

The payment can be made either through Transfer Cheque or through RTGS/NEFT/e-net.

Application will be accepted for a minimum of 500 Debentures and in multiples of 10 Debentures thereafter.

Notices

The notices to the Debenture holder(s) required to be given by the Company or the Trustees shall be deemed to have been given if sent by registered post to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be.

All notices to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to Registrars or to such persons at such address as may be notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s) etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices/correspondence by the Debentureholder(s) to the Company with regard to the issue should be sent by Registered Post or by hand delivery to the Registrar, or to such persons at such persons at such address as may be notified by the Company from time to time.

Applications under Power of Attorney

Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorised signatories and the tax exemption certificate/document, if any, must be lodged at the time of submission of the completed application form. Further modifications/additions in the power of attorney or authority should be notified to the Company at its registered office.

Disclosure Clause

In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors and/or the Reserve Bank of India/SEBI will have an unqualified right to disclose or publish the name of the borrower and its directors as defaulter in such manner and through such medium as the Investors and/or the Reserve Bank of India in their absolute discretion may think fit.

Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debenture Trust Deed/Trustee Agreement.

Registrars

Activities relating to R&T Agent are carried out in-house by the Investor Service Centre of the Company. Requests for registration of transfer, along with Debenture Certificates/Letters of Allotment and appropriate transfer documents should be sent to the Registrars. The transferee shall also furnish name, address and specimen signatures and wherever necessary, authority for purchase of Debentures. The Registrars after examining the adequacy and correctness of the documentation shall register the transfer in its books. However, as the NCDs are compulsory issued in demat mode, this may not be applicable.

Trustees

IDBI Trusteeship Services Ltd., Asian Building, Ground Floor, 17 R. Kamani Marg, Ballard Estate, Mumbai – 400 001. Tel: + 91 22 4080 7000 Fax : + 91 22 6631 1776 Email: [email protected]

DISCLAIMER CLAUSE