Aditya Birla Capital’s record shows a financial-services group in motion: a merger has turned the holding company into an operating NBFC, borrowings are rising fast, and the Board has raised the borrowing ceiling twice in under a year. The audit is clean of qualifications, but three things sit on the ledger: ₹2,024 crore of loans overdue more than 90 days, a ₹554 crore goodwill balance that has not been impaired in any year from FY20 through FY26, and a stayed SEBI penalty on a subsidiary.
Key findings
- Standalone borrowings rose 25% to ₹1,38,415 crore and the Board raised limits twice to ₹2,00,000 crore
Major- Standalone debt climbed from ₹1,11,136 crore to ₹1,38,415 crore in the year to 31 March 2026. The Board approved a borrowing-limit increase to ₹1,65,000 crore on 13 May 2025 and then to ₹2,00,000 crore on 4 May 2026, with shareholder approval for the higher limit sought at the AGM on 14 August 2026. Consolidated net debt stands at 10.4 times EBITDA, with borrowings of ₹1,78,880 crore against cash of ₹4,730 crore. - CARO reports ₹2,024 crore in loans overdue more than 90 days, and management reported ₹42 crore of fraud to the regulator
Major- The standalone CARO for FY2025-26 records 28,650 loans overdue more than 90 days aggregating ₹2,024.46 crore as at 31 March 2026. Management reported fraud instances totalling ₹42.38 crore to the regulator during the year, while the auditor stated that no material fraud was noticed or reported during the course of the audit other than those instances. Gross Stage 3 loans fell to 1.33% of the book from 2.24% a year earlier, with a provision coverage ratio of 47.8%. - Consolidated goodwill of ₹554.83 crore has been unchanged since FY23 with no impairment
Major- Goodwill of ₹554.83 crore is allocated across three CGUs, Life Insurance (₹306.68 crore), Stock and Securities (₹183.64 crore), and Lending ex-Housing Finance (₹64.46 crore), and the carrying value has not moved since FY23. The Life Insurance CGU’s recoverable amount relies on comparable company multiples and no probable impairment scenario has been identified in any year from FY20 through FY26. Meanwhile, the standalone company recognised impairment and fair-value losses on its technology and trustee subsidiaries in FY22 and FY24. - A SEBI penalty of ₹1 crore on subsidiary ABFL for the CG Power matter remains stayed and pending before SAT since February 2023
Major- SEBI imposed a ₹1.00 crore penalty on Aditya Birla Finance Ltd on 4 October 2022 for alleged participation in a fraudulent scheme involving CG Power. ABFL appealed, and SAT stayed the order on 27 February 2023 subject to a deposit of ₹50 lakh; the matter remains pending. The company’s governance reports state that no penalties have been imposed by regulators except for this CG Power matter, disclosed from FY2022-23 onward. - Consolidated operating cash flows are deeply negative and have diverged from reported profits for at least four years
Minor- Consolidated CFO was ₹-36,544 crore in FY26, ₹-27,935 crore in FY25, ₹-24,100 crore in FY24, and ₹-24,029 crore in FY23, while consolidated PAT was positive in each of those years. Cumulative CFO over the ten years through FY26 was ₹-143,062 crore against cumulative PAT of ₹21,336 crore. Consolidated ROCE declined from 9.9% in FY23 to 7.92% in FY26. - A ₹3,000 crore corporate guarantee to NHB dominates contingent liabilities, while the company faces a ₹194.54 crore income-tax demand
Minor- The company has issued a ₹3,000 crore corporate guarantee to National Housing Bank for subsidiary ABHFL, against which ABHFL’s outstanding borrowing is ₹862.81 crore and the company’s liability is capped at that amount on invocation. An income-tax demand of ₹194.54 crore for AY 2025-26 was received on 15 May 2026, arising from denied credit for advance tax and TDS of an amalgamated subsidiary; the company calls it technical and will seek rectification. Two insurance subsidiaries have deposited ₹48.93 crore against a GST input-tax-credit dispute as at 31 March 2026. - The group is simplifying its structure from a layered holding company into an operating NBFC while diluting stakes in key subsidiaries
Minor- ABFL was amalgamated into ABCL effective 1 April 2025, converting the company from a holding company to an operating NBFC. Stakes in Aditya Birla Sun Life AMC, Aditya Birla Health Insurance, and Aditya Birla Housing Finance were diluted between FY22 and FY26, with ABHFL ceasing to be a wholly owned subsidiary on 17 April 2026 after Advent International invested ₹2,750 crore. The group had eight Core Investment Companies as at 31 March 2024, flagged in the CARO report. - Auditor rotated twice in five years driven by RBI tenure rules, with a shift to joint audit post-merger; no resignations or disputes disclosed
Clean- Deloitte Haskins & Sells LLP stepped down at the 14th AGM on 20 August 2021 after completing four years, as RBI's April 2021 circular made them ineligible for reappointment beyond a three-year continuous term for NBFCs. B S R & Co. LLP served a three-year term and was replaced by M. M. Nissim & Co LLP at the 17th AGM on 16 August 2024. KKC & Associates LLP was appointed as joint statutory auditor at the 18th AGM on 14 August 2025 because the ABFL amalgamation pushed assets above ₹15,000 crore, triggering an RBI joint-audit requirement.
What to watch
- Borrowing-limit vote. Shareholders vote at the AGM on 14 August 2026 on the special resolution to raise the borrowing limit to ₹2,00,000 crore and authorise NCD issuance.
- SEBI penalty appeal. SAT’s final hearing and disposal of ABFL’s appeal against the ₹1 crore SEBI order dated 4 October 2022, pending as of the FY2025-26 Annual Report.
- Income-tax demand of ₹194.54 crore. The company received the AY 2025-26 demand on 15 May 2026 and stated it will seek rectification.
- GST deposit of ₹48.93 crore. Outcome of the input-tax-credit dispute for which two insurance subsidiaries have deposited the amount as at 31 March 2026.
- Fraud reporting outcome. Regulatory action, if any, on the ₹42.38 crore of fraud instances management reported to the regulator in FY2025-26.
Bottom line: This is a disclosed and audited record of a financial conglomerate reshaping itself from a holding company into an operating NBFC. The leverage is rising and the Board is asking shareholders for more headroom; the goodwill on the Life Insurance unit has remained unchanged since FY23 with no impairment identified in any year through FY26; and a legacy SEBI penalty on a subsidiary remains unresolved. Watch the borrowing-limit vote at the August AGM, the SAT ruling, and whether the goodwill assumptions hold through the next testing cycle.