Aditya Birla Capital Limited has disclosed, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that it has received an income tax notice dated 15 May 2026 under Section 143(1) of the Income Tax Act, 1961. The notice was issued by the Centralised Processing Centre (CPC), Income Tax Department, and pertains to Assessment Year 2025-26 (Financial Year 2024-25), resulting in a tax demand of Rs. 194.54 crore.

Background: ABFL Amalgamation

The tax demand is directly linked to the amalgamation of Aditya Birla Finance Limited (ABFL), a wholly owned subsidiary of the Company, with Aditya Birla Capital Limited. Pursuant to the order of the Hon'ble National Company Law Tribunal (NCLT) dated 24 March 2025, ABFL was amalgamated with the Company with effect from 1 April 2025, with an appointed date of 1 April 2024. Following the amalgamation, the Company filed a consolidated return of income for FY 2024-25 (AY 2025-26) under its own PAN on 10 December 2025, with a revised return filed on 31 December 2025, offering to tax the combined income of ABFL and the Company.

Details of the Tax Demand

The Company had claimed credit for Advance Tax of Rs. 222 crore paid by ABFL and Tax Deducted at Source (TDS) of Rs. 816 crores deposited or deducted under ABFL's PAN, in line with the amalgamation. However, the CPC did not grant the advance tax credits relating to ABFL, resulting in the income tax demand of Rs. 194.54 crore. The key details of the notice are summarised below:

Company's Position and Next Steps

Aditya Birla Capital has stated that the demand has arisen solely on account of technical reasons pertaining to the non-migration of tax credits from ABFL's PAN to the Company's PAN consequent to the amalgamation, even though the corresponding income has already been offered to tax by the Company. The Company has confirmed that this demand does not represent any short payment of tax. It has further indicated that a necessary application will be filed with the Income-tax Department for rectification and appropriate credit of taxes already paid. The Company does not foresee any material impact on its financial, operational, or other activities as a result of this demand.

Aditya Birla Capital Limited allotted two tranches of Secured, Rated, Listed, Taxable, Redeemable Non-Convertible Debentures (NCDs) on a private placement basis on May 14, 2026. The allotment was made to multiple investors, with the combined issue size aggregating Rs. 478 Crore and Rs. 250 Crore across the two tranches respectively. Both series of debentures carry a face value of Rs. 1,00,000 per debenture and are listed on BSE Limited and the National Stock Exchange of India Limited.

NCD Allotment Overview

The two tranches differ in tenor, coupon rate, and maturity profile. The following table summarises the key terms of both allotments:

Tranche 1: Rs. 478 Crore NCD

The first tranche involves the allotment of 47,800 debentures aggregating Rs. 478 Crore at a coupon rate of 7.7173% p.a. The debentures will mature on May 13, 2031, with annual coupon payments scheduled each year on May 13. The illustrative cash flows per debenture (face value of Rs. 1,00,000) are as follows:

Tranche 2: Rs. 250 Crore NCD

The second tranche involves the allotment of 25,000 debentures aggregating Rs. 250 Crore at a coupon rate of 8.1600% p.a. These debentures will mature on February 14, 2029, with coupon payments scheduled annually on February 14. The illustrative cash flows per debenture (face value of Rs. 1,00,000) are as follows:

Security and Redemption Terms

Both tranches are secured by hypothecation through a first pari passu charge in favour of the Debenture Trustee over the company's receivables, securities, future moveable assets, and current assets, as may be identified by the company from time to time. The debentures under both tranches will be redeemed at a redemption price of Rs. 1,00,000/- per debenture on the respective dates of maturity. In the event any due date falls on a holiday, payments will be made in accordance with the Working Day Convention. No special rights, privileges, or interests are attached to either instrument, and there are no reported delays or defaults in payment of interest or principal.