Bajaj Electricals Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the Companys 86th Annual Report and the Companys audited financial statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The highlights of the Standalone Financial Results are as under:

(H in crore, except for EPS)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations & Other Income	4,883.21	4,727.74
Profit before Finance Cost and Depreciation	383.59	346.16
Less: Finance Cost	69.85	63.48
Less: Depreciation	144.07	109.58
Profit/(Loss) before Taxes	169.68	173.10
Less: Provision for Tax expenses	36.25	37.22
Profit/(Loss) after Tax from continuing operations	133.42	135.88
Profit/(Loss) after Tax from discontinued operations	-	(4.09)
Profit/(Loss) after Tax from continuing and discontinued operations	133.42	131.79
Add: Other Comprehensive Income/(Loss) from continuing operations	1.57	(0.62)
Add: Other Comprehensive Income/(Loss) from discontinued operations	-	0.71
Total Comprehensive Income	135.00	131.88
Opening Balance in Retained Earnings	278.95	760.99
Add: Total Comprehensive Income transferred to Retained Earnings	135.00	131.95
Add: Transferred to retained earnings for vested cancelled options	4.13	0.55
Amount transferred to General Reserves	-	-
Dividend Paid	(34.57)	(46.04)
Derecognized pursuant to the Scheme of Demerger	-	(568.50)
Balance available for appropriation	383.51	278.95
Basic EPS before exceptional items (H)	9.64	11.45
Diluted EPS before exceptional items (H)	9.63	11.43
Basic EPS after exceptional items (H )	11.57	11.45
Diluted EPS after exceptional items (H )	11.56	11.43

The highlights of the Consolidated Financial Results are as under:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations & Other Income	4,883.21	4,727.74
Profit/(Loss) before Taxes	169.68	173.10
Share of Profit/(Loss) of subsidiaries, associates & joint ventures	-	-
Profit/(Loss) before Taxes	169.68	173.10
Less: Provision for Tax expenses	36.25	37.22
Profit/(Loss) for the period from continuing operations	133.42	135.88
Profit/(Loss) for the period from discontinued operations	-	(4.80)
Profit/(Loss) for the period from continuing and discontinued operations	133.42	131.08
Basic EPS before exceptional items (H)	9.64	11.45
Diluted EPS before exceptional items (H)	9.63	11.43
Basic EPS after exceptional items (H )	11.57	11.45
Diluted EPS after exceptional items (H )	11.56	11.43

Return on Equity, Return on Capital Employed and EPS for the financial year ended March 31, 2025, on a consolidated basis and for the last four financial years, are given below:

Particulars	FY 2024-25	FY 2023-24	FY 2022-23	FY 2021-22	FY 2020-21
Return on Equity (%)	8.43	7.83	11.97	7.58	12.91
Return on Capital Employed (%)	13.78	13.94	19.24	13.12	13.64
Basic EPS (after exceptional items) (H)	11.57	11.39	18.80	10.85	16.54

The financial results of the Company are elaborated in the Management Discussion and Analysis Report, which forms part of the Annual Report.

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the financial year 2024–25:

Revenue from operations on a standalone basis increased to H 4,828.43 crore as against H 4,641.27 crore in the previous year, reflecting a growth of 4.03%.

Revenue from the Consumer Product Segment increased by 5.60% to H 3,805.89 crore.

Revenue from Lighting Segment decreased by 1.43% to H 1,022.54 crore.

Exports for the year amounted to H 86.26 crore.

Employee cost as a percentage to revenue from operations [increased to 7.87% (H 379.99 crore) as against 7.86% ( H 364.93 crore) in the previous year.

Other expense as a percentage to revenue from operations increased to 16.71% (H 806.86 crore) as against 15.72% ( H 729.60 crore) in the previous year.

The Profit After Tax for the current year stood at H 133.42 crore as against H 131.79 crore in the previous year, marking growth of 1.24%.

On a consolidated basis, the Group achieved revenue of H 4,828.43 crore as against H 4,641.27 crore, indicating a growth of 4.03%. The Groups net profit for the year stood at H 133.42 crore as against H 131.08 crore in the previous year, a growth of 1.79%.

As at March 31, 2025, the carrying value of property, plant and equipment, investment property, capital work-in-progress, intangible assets under development, other intangible assets, and leased assets stood at H 772.71 crore. Net capital expenditure during the year amounted to H 5.04 crore (H 130.65 crore in the previous year).

The Companys cash and cash equivalents as at March 31, 2025 stood at H 119.79 crore. The Company manages its cash and cash flow processes diligently, with active involvement across all functions. It continues to focus on the prudent management of working capital. Receivables, inventories, and other working capital parameters were closely monitored and kept under strict control.

Foreign exchange transactions were partly hedged, and there were no materially significant uncovered exchange rate risks in relation to the Companys imports and exports. The Company recognises mark-to-market gains or losses at each quarter end, in accordance with the requirements of Ind AS 21.

There has been no change in the nature of the Companys business during the year under review.

Detailed information regarding the operations of the various business segments of the Company is provided in the Management Discussion and Analysis Report, which forms part of this Report.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year 2024–25.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Directors are pleased to recommend a dividend of 150% (H 3 per share) on 11,53,42,253 equity shares of H 2 each for the financial year 2024–25. The total dividend outgo amounts to H 34.60 crore (previous year: H 34.56 crore).

The dividend on equity shares, subject to the approval of the Members at the Annual General Meeting ("AGM") scheduled to be held on August 7, 2025, will be paid on or before August 11, 2025 to those Members whose names appear in the Register of Members as at the close of business hours on July 18, 2025. In respect of shares held in dematerialised form, the dividend will be paid to the Members whose names are furnished by the Depositories as beneficial owners as at the close of business hours on the said date.

Equity shares that may be allotted upon the exercise of stock options granted under the Companys Stock Option Scheme(s) before the book closure date for payment of dividend shall rank pari passu with the existing equity shares and shall be entitled to receive the dividend.

The Board of Directors, at its meeting held on May 17, 2022, last amended the Dividend Distribution Policy of the Company. As per the amended policy and subject to the parameters and circumstances outlined therein, the Board endeavours to maintain a dividend payout ratio in the range of 20% to 40% of the Companys Profit After Tax (PAT) on a standalone basis. The Dividend Distribution Policy, containing the disclosures as required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations"), is attached as Annexure A and forms part of this Report. The policy is also available on the Companys website at: https://www.bajajelectricals.com/pages/investors.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2025, stood at H 23.07 crore. The increase in the number of shares during the year was on account of the allotment of 1,46,175 equity shares of H 2 each to employees upon the exercise of stock options. These shares were considered, on a weighted average basis, for the computation of Earnings Per Share (EPS). The Company has not issued any shares with differential voting rights. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 (the "Act"), in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said section are not applicable.

The equity shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited (collectively, the "Stock Exchanges"). The listing fees for the financial year 2025–26 have been duly paid to the Stock Exchanges.

DEPOSITORY SYSTEM

The Companys shares are compulsorily tradable in electronic form. As on March 31, 2025, 99.75% of the Companys total paid-up capital, representing 11,50,49,703 equity shares, were held in dematerialised form.

In terms of amended Regulation 40 of the SEBI Listing Regulations w.e.f. April 1, 2019, transfer of securities in physical form are not processed unless the securities are held in the dematerialised mode with a Depository Participant. Further, with effect from January 24, 2022, SEBI has made it mandatory for listed companies to issue securities in dematerialised mode only while processing any investor service request viz. issue of duplicate securities certificates, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition. Further, SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, clarified that the RTA/ listed company shall verify and process the service requests and thereafter issue a ‘Letter of Confirmation in lieu of physical securities certificate(s), to the securities holder/ claimant within 30 days of its receipt of such request after removing objections, if any. The ‘Letter of Confirmation shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/ claimant shall make a request to the Depository Participant for dematerializing the said securities. In view of this, and to avail the benefits offered by the Depository system as well as to safeguard against fraud, Members holding shares in physical form are encouraged to dematerialise their holdings through either of the Depositories, namely, National Securities Depository Limited or Central Depository Services (India) Limited.

DEPOSITS

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to such deposits.

CREDIT RATING

The Companys credit rating profile is summarised below:

Instrument*	Rating Agency	Rating
Bank Loan Facilities	CRISIL Ratings	CRISIL AA-/
(long-term)	Limited	Stable
Bank Loan Facilities	CRISIL Ratings	CRISIL A1+
(short-term)	Limited

*During the year under review, the Company voluntarily withdrew the CRISIL rating assigned to its Short-Term Debt programme, as there was no amount outstanding.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions, which is available on the Companys website at: https://www.bajajelectricals.com/pages/investors.

The Policy is intended to ensure that appropriate reporting, approval, and disclosure processes are in place for all transactions between the Company and its related parties.

All related party transactions entered into during the year under review were in the ordinary course of business and at arms length. No material related party transactions—i.e., transactions exceeding H 1,000 crore or 10% of the annual consolidated turnover, whichever is lower, as per the last audited financial statements—were entered into during the year. Accordingly, the disclosure of related party transactions in Form AOC-2, as required under Section 134(3)(h) of the Act, is not applicable. Further, there were no material related party transactions during the year under review with Promoters, Directors, or Key Managerial Personnel that could have a potential conflict with the interests of the Company at large.

The related party transactions are disclosed in the notes to the financial statements. Members attention is drawn to Note No. 38 of the standalone financial statements, which sets out the related party disclosures.

The disclosure in respect of loans and advances pursuant to Regulation 34(3), read with Clause 2 of Part A of Schedule V of the SEBI Listing Regulations, in compliance with the applicable accounting standards on related party disclosures, is not applicable, as the Company did not have any holding or subsidiary companies as at the end of the year under review.

During the year under review, the following person(s)/entity(ies) belonging to the promoter/promoter group held 10% or more of the paid-up equity share capital of the Company:

Name of the person/entity	Shareholding (%)
Jamnalal Sons Private Limited	19.55
Bajaj Holdings and Investment Limited	16.59

Disclosure of transactions pursuant to Regulation 34(3), read with Clause 2A of Part A of Schedule V of the SEBI Listing Regulations, is attached as Annexure B and forms part of this Report.

PARTICULARS OF LOANS AND ADVANCES, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and the rules framed thereunder, the particulars of loans given, investments made, guarantees given, and securities provided by the Company are disclosed in the notes to the standalone financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant or material orders passed by any regulators, courts, or tribunals that would impact the going concern status of the Company or its operations in the future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THIS REPORT

There have been no material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year, i.e., March 31, 2025, and the date of this Boards Report, i.e., May 12, 2025.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code, 2016, against the Company. Therefore, the requirement to disclose details of any application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year, along with their status as at the end of the financial year, is not applicable.

DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM BANKS OR FINANCIAL INSTITUTIONS, ALONG WITH THE REASONS THEREOF

During the year under review, there was no instance of a onetime settlement with banks or financial institutions. Therefore, the requirement to disclose the details of the difference between the amount of the valuation done at the time of the one-time settlement and the valuation done while taking a loan from the banks or financial institutions, along with the reasons therefor, is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social Responsibility and has constituted a Corporate Social Responsibility (CSR) & Environmental, Social, and Governance (ESG) Committee as required under the Act to implement various CSR activities. The CSR & ESG Committee is comprised of Mrs. Pooja Bajaj, who serves as the Chairperson of the Committee, with Mr. Shekhar Bajaj, Mr. Sudarshan Sampathkumar, and Mr. Saurabh Kumar as the members of the Committee.

The CSR policy is available on the Companys website at: https:// www.bajajelectricals.com/pages/investors. Further details regarding the CSR & ESG Committee are provided in the Corporate Governance Report, which forms part of this Report. The Company has implemented various CSR projects directly and/or through implementing partners, and the said projects undertaken by the Company are in accordance with its CSR Policy and Schedule VII of the Act. The Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is provided in Annexure C, which forms part of this Report.

BUSINESSRESPONSIBILITYANDSUSTAINABILITY REPORT (BRSR)

Pursuant to amendments in the SEBI Listing Regulations, the top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report ("BRSR") with effect from FY 2022-23.

Accordingly, a detailed BRSR in the format prescribed by SEBI, outlining various initiatives, actions, and processes undertaken by the Company to align its business with environmental, social, and governance obligations, has been hosted on the Companys website. It can be accessed at https://www.bajajelectricals.com/ pages/investors.

A physical copy of the BRSR will be made available to any shareholder upon request.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications, forms an integral part of this Corporate Governance Reporting: a. A declaration signed by Mr. Sanjay Sachdeva, Managing Director & Chief Executive Officer, stating that the members of the Board of Directors and senior management personnel have affirmed compliance with the Companys Code of Conduct. b. A compliance certificate from the Companys Secretarial Auditors confirming compliance with the conditions of Corporate Governance. c. A certificate of Non-Disqualification of Directors from the Secretarial Auditors of the Company. d. A certificate from the CEO and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures, and reporting of matters to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI Listing Regulations, is provided in a separate section and forms an integral part of this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025, can be accessed at: https://www.bajajelectricals.com/pages/investors.

VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances regarding any poor or unacceptable practices and any instances of misconduct, ensuring adequate safeguards against the victimisation of persons who may utilise such a mechanism. The Whistle Blower Policy is available on the Companys website at: https://www.bajajelectricals.com/ pages/investors.

EMPLOYEES STOCK OPTION SCHEME

The Company had implemented the Employees Stock Option Scheme 2015 ("ESOP-2015") in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"), as a measure to reward and motivate employees, as well as to attract and retain talent. During the year 2023-24, the Company adopted the new ‘Bajaj Electricals Limited - Performance Stock Option Plan- 2023 ("PSOP-

2023") for the issuance of equity shares of the Company in the form of Performance Stock Options ("PSOP Options") to its eligible employees, in accordance with the SEBI SBEBSE Regulations. The PSOP-2023 will result in the grant of up to 575,510 PSOP Options in one or more tranches to eligible employees, representing 0.50% of the issued share capital of the Company.

During the financial year under review, under the ESOP-2015, 42,500 stock options were granted to eligible employees at the market price prevailing on the National Stock Exchange of India Limited on the date of their grant, and under the PSOP-2023, 1,55,681 options were granted to eligible employees at the face value.

There were no changes to the Companys ESOP-2015 and/or PSOP-2023 during the year under review.

In line with Regulation 14 of the SEBI SBEBSE Regulations, a statement providing complete details as of March 31, 2025, is available on the Companys website at: https://www. bajajelectricals.com/pages/investors.

The Company has obtained a Certificate from the Secretarial Auditors confirming that the ESOP-2015 and PSOP-2023 have been implemented in accordance with the SEBI SBEBSE Regulations. This Certificate will be available for inspection through electronic means by writing to the Company at legal@ bajajelectricals.com from the date of circulation of the AGM Notice until the date of the AGM, i.e., August 7, 2025.

Details of options vested, exercised, and cancelled are provided in the notes to the standalone financial statements.

EMPLOYEE WELFARE TRUSTS

The Company has certain irrevocable Employee Welfare Trusts, namely: (i) Bajaj Electricals Limited Employees Welfare Fund No. 1; (ii) Bajaj Electricals Limited Employees Welfare Fund No.

2; (iii) Bajaj Electricals Limited Employees Welfare Fund No. 3; (iv) Bajaj Electricals Limited Employees Welfare Fund No. 4; and

(v) Bajaj Electricals Limited Employees Housing Welfare Fund (collectively, the "Employee Welfare Trusts"). The benefits of these Employee Welfare Trusts extend to all employees of the Company, including those of Bajel Projects Limited ("Bajel"), formerly the EPC division of the Company and now a separate legal entity following its demerger. The Board of the Company had relinquished control over these Trusts in the past.

Following the demerger, the managements of the Company and Bajel have jointly realigned the governance and operational framework of the Employee Welfare Trusts to safeguard employee interests and ensure effective administration. It has been mutually agreed that the Employee Welfare Trusts-related expenditure shall be shared between the two entities in the ratio of 67.03:32.93, based on their respective net worth prior to the demerger. The Governing Bodies of the Employee Welfare Trusts have also been reconstituted with proportionate representation from both entities, and all key decisions shall be made jointly, with an agreed mechanism in place to resolve any differences.

While neither of the Boards exercise unilateral control over the Employee Welfare Trusts, joint control has been established for accounting purposes. Accordingly, the Employee Welfare Trusts have been consolidated as a joint venture in the consolidated financial statements.

SUBSIDIARY, JOINT VENTURE, AND ASSOCIATE

As on March 31, 2025, the Company has one (1) associate company, viz. Hind Lamps Private Limited ("Hind Lamps") and five (5) irrevocable Employee Welfare Trusts, namely: (i) Bajaj Electricals Limited Employees Welfare Fund No. 1; (ii) Bajaj Electricals Limited Employees Welfare Fund No. 2; (iii) Bajaj Electricals Limited Employees Welfare Fund No. 3; (iv) Bajaj Electricals Limited Employees Welfare Fund No. 4; and (v) Bajaj Electricals Limited Employees Housing Welfare Fund, which have been recognised as Joint Ventures for the purpose of consolidation in the Companys consolidated financial statements.

Details of Subsidiary/Associate Companies/Joint Ventures of the Company:

Name	% of Shareholding of the Company as on March 31, 2025	Status
Hind Lamps Private Limited (erstwhile Hind Lamps Limited)	19.00%	Associate
Bajaj Electricals Limited Employees Welfare Fund No 1	67.07%	Joint Venture
Bajaj Electricals Limited Employees Welfare Fund No 2	67.07%	Joint Venture
Bajaj Electricals Limited Employees Welfare Fund No 3	67.07%	Joint Venture
Bajaj Electricals Limited Employees Welfare Fund No 4	67.07%	Joint Venture
Bajaj Electricals Limited Employees Housing Welfare Fund	67.07%	Joint Venture

Performance of Subsidiary, Joint Venture, and Associate

Hind Lamps: Total income of Hind Lamps for the financial year 2024-25 stood at H 4.19 crore (Previous Year: H 3.93 crore). Profit for the year was H 0.03 crore (Previous Year Profit: H 0.05 crore).

Bajaj Electricals Limited Employees Welfare Fund No 1: Total income of Bajaj Electricals Limited Employees Welfare Fund No 1 for the financial year 2024-25 stood at H 3.74 crore (Previous Year: H 1.69 crore). Loss for the year was H 4.66 crore (Previous Year Profit: H 0.76 crore).

Bajaj Electricals Limited Employees Welfare Fund No 2: Total income of Bajaj Electricals Limited Employees Welfare Fund No 2 for the financial year 2024-25 stood at H 6.76 crore (Previous Year: H 1.82 crore). Loss for the year was H 2.05 crore (Previous Year Profit: H 1.43 crore).

Bajaj Electricals Limited Employees Welfare Fund No 3: Total income of Bajaj Electricals Limited Employees Welfare Fund No 3 for the financial year 2024-25 stood at H 5.07 crore (Previous Year: H 3.67 crore). Loss for the year was H 3.27 crore (Previous Year Profit: H 2.57 crore).

Bajaj Electricals Limited Employees Welfare Fund No 4: Total income of Bajaj Electricals Limited Employees Welfare Fund No 4 for the financial year 2024-25 stood at H 4.21 crore (Previous Year: H 4.11 crore). Profit for the year was H 1.55 crore (Previous Year Loss: H 0.11 crore).

Bajaj Electricals Limited Employees Housing Welfare Fund: Total income of Bajaj Electricals Limited Employees Housing Welfare Fund for the financial year 2024-25 stood at H 0.15 crore (Previous Year: H 0.16 crore). Loss for the year was H 0.27 crore (Previous Year Loss: H 0.05 crore).

Pursuant to the provisions of Section 129(3) of the Act, a report on the performance and financial position of the subsidiary, associate, and joint ventures is included in the Consolidated Financial Statements. Their contribution to the overall performance of the Company in Form AOC-1 is given in Annexure D, which forms part of this Report.

In accordance with the fourth proviso to Section 136(1) of the Act, the Annual Report of the Company, containing the Standalone and Consolidated Financial Statements, is available on the Companys website at: https://www.bajajelectricals.com/pages/ investors. Further, as per the fifth proviso to the said Section, the annual accounts of the subsidiary, joint venture, and associate of the Company are also available on the Companys website at: https://www.bajajelectricals.com/pages/investors. Any member interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Companys Registered Office. These documents will also be available for examination by the shareholders at the Companys Registered Office during working days (except Saturday, Sunday, Public Holidays, and National Holidays), between 11.00 a.m. and 01.00 p.m.

The Policy for Determining Material Subsidiary, as approved by the Board, can be accessed on the Companys website at: https://www.bajajelectricals.com/pages/investors.

FINANCIAL STATEMENTS

The Financial Statements of the Company for the financial year ended March 31, 2025, prepared in accordance with the applicable provisions of the Act and in compliance with Schedule III thereto, form an integral part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors also presents the audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, which include the audited financial statements of the associate company and joint ventures prepared in compliance with the applicable provisions of the Act, the Indian Accounting Standards (Ind AS), and the SEBI Listing Regulations. These statements form an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments/Re-appointments and Director Retiring by Rotation

Completion of Tenure of Independent Directors

The second consecutive five-year terms of Mr. Harsh Vardhan Goenka (DIN: 00026726), Dr. Rajendra Prasad Singh (DIN: 00004812), and Dr. Indu Shahani (DIN: 00112289), Independent Directors, concluded at the close of business hours on March 31, 2024. Accordingly, they ceased to be Directors of the Company with effect from April 1, 2024. The Board of Directors places on record its deep appreciation for the invaluable contributions, guidance, and stewardship provided by Mr. Goenka, Dr. Singh, and Dr. Shahani during their respective tenures on the Board.

Appointment of Mr. Saurabh Kumar as an Independent Director for a term of five (5) consecutive years from March 20, 2024

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Saurabh Kumar (DIN: 06576793) as an Additional Director, designated as an Independent Director of the Company, effective from March 20, 2024, and the shareholders approved his appointment as an Independent Director of the Company for a period of five (5) consecutive years upto March 19, 2029, by way of resolution passed through postal ballot on June 6, 2024.

Re-appointment of Mr. Shailesh Haribhakti as an Independent Director for a second term of five (5) consecutive years starting from August 7, 2024

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the reappointment of Mr. Shailesh Haribhakti (DIN: 00007347) as an Independent Director of the Company for a second term of five (5) consecutive years starting from August 7, 2024, and the shareholders approved his appointment as an Independent Director of the Company for a period of five (5) consecutive years upto August 6, 2029, by way of resolution passed through postal ballot on June 6, 2024.

Appointment of Mrs. Pooja Bajaj as an Executive Director for a term of five (5) consecutive years from May 14, 2024

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders, approved the appointment of Mrs. Pooja Bajaj (DIN 08254455) as a Whole-time Director of the Company, with the designation and title of ‘Executive Director, for a term of five (5) consecutive years starting from May 14, 2024, and the shareholders approved her appointment as an Executive Director of the Company for a period of five (5) consecutive years upto May 13, 2029, at their 85th Annual General Meeting held on August 6, 2024. Further, in view of her appointment as a Whole-time Director of the Company, she resigned from her previous position as a Non-Executive Director of the Company effective from May 14, 2024.

Resignation of Mr. Anuj Poddar as the Managing Director & Chief Executive Officer with effect from September 30, 2024

Mr. Anuj Poddar (DIN: 01908009), Managing Director & Chief Executive Officer of the Company, has tendered his resignation from his position to explore an external opportunity. The Board of Directors, at its meeting held on July 17, 2024, accepted the resignation of Mr. Anuj Poddar as the Managing Director & Chief Executive Officer, Key Managerial Personnel, and as a member of the Board of Directors of the Company and relieved him of his duties with effect from close of business hours on September 30, 2024.

Appointment of Mr. Sanjay Sachdeva as the Managing Director & Chief Executive Officer for a term of three (3) years, with effect from April 15, 2025

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders, approved the appointment of Mr. Sanjay Sachdeva (DIN: 11017868) as an additional director (in the category of executive/whole-time director) with the designation and title of ‘Managing Director & Chief Executive Officer, liable to retire by rotation, for a term of three (3) years, with effect from April 15, 2025.

Sad demise of Mr. Madhur Bajaj

Mr. Madhur Bajaj, Non-Executive Director and Promoter of the Company, passed away on April 11, 2025. The Board places on record its deep condolences and appreciation for his valuable contribution to the Company.

Appointment of Mr. Nirav Nayan Bajaj as the Additional Director in the category of Non-Executive Non-Independent Director, with effect from May 12, 2025

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders, approved the appointment of Mr. Nirav Nayan Bajaj (DIN: 08472468) as an additional director in the category of non-executive non-independent director, liable to retire by rotation, with effect from May 12, 2025. The Board of Directors recommends the appointment of Mr. Nirav Nayan Bajaj for the approval of the Members at the ensuing 86th Annual General Meeting ("AGM"). The relevant details, including his profile, are provided separately in the Notice of AGM, and in the Report on Corporate Governance forming part of this Report.

Rajiv Bajajs decision about not seeking reappointment

Mr. Rajiv Bajaj (DIN: 00018262) had conveyed his decision not to seek re-appointment to the Board. Accordingly, he would vacate his office as a Non-Executive, Non-Independent Director upon the conclusion of the forthcoming AGM. The Board placed on record its sincere appreciation and gratitude for his invaluable contributions to the Company during his tenure.

Director coming up for retirement by rotation

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Rajiv Bajaj (DIN: 00018262) and Mrs. Pooja Bajaj (DIN: 08254455) are liable to retire by rotation at the forthcoming AGM. Mr. Rajiv Bajaj would retire by rotation at the ensuing AGM and, since he had expressed his intention not to seek re-appointment, he shall cease to be a non-executive director on the Board of the Company with effect from the conclusion of the forthcoming AGM. The Board of Directors recommends a proposal to the shareholders to consider and decide not to fill the vacancy arising from his retirement Mrs. Pooja Bajaj, being eligible, has offered herself for reappointment. The Board of Directors recommends the re-appointment of Mrs. Pooja Bajaj for the approval of the Members at the ensuing AGM. The relevant details, including her profile, are provided separately in the Notice of AGM, and in the Report on Corporate Governance forming part of this Report.

As on the date of this Report, the Board of Directors of the Company comprises ten (10) members, of which seven (7) are Non-Executive Directors (NEDs), including one (1) Woman Director. NEDs constitute 70% of the Boards strength. Among these, five (5) are Independent Directors, accounting for 50% of the total Board composition. The structure of the Board is in compliance with the requirements of Regulation 17 of the SEBI Listing Regulations and the applicable provisions of the Act.

Independent Directors

All Independent Directors of the Company have submitted declarations under Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b), along with other applicable provisions of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also affirmed that they are not aware of any circumstance or situation that exists or is reasonably anticipated to arise, which could impair their ability to discharge their duties with objective, independent judgment and without any external influence.

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. Further, all Independent Directors have valid registrations in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs, as required under Rule 6(1) of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

In the opinion of the Board, all Independent Directors fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are available on the Companys website at: https://www. bajajelectricals.com/pages/investors.

In line with the requirements of the SEBI Listing Regulations, the Company has implemented a structured familiarisation programme to orient Independent Directors regarding their roles, responsibilities, the Companys business operations, the industry landscape, and the regulatory environment. Details of the familiarisation programme are provided in the Corporate Governance Report and are also available on the Companys website at: https://www.bajajelectricals.com/pages/investors.

Key Managerial Personnel

During the year under review, there was a change in the Key Managerial Personnel of the Company. a. The Board of Directors, at its meeting held on July 17, 2024, took note of the cessation of Mr. Anuj Poddar as the Managing Director & Chief Executive Officer and Key Managerial Personnel of the Company, with effect from the close of business hours on September 30, 2024; and b. The Board of Directors, at its meeting held on August 6, 2024, designated Mr. Shekhar Bajaj, Executive Chairman, as the Key Managerial Personnel of the Company, with effect from the start of business hours on October 1, 2024.

As on March 31, 2025, the following executives are designated as Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51) and 203 of the Act, read with the applicable rules made thereunder:

Mr. Shekhar Bajaj – Executive Chairman

Mr. Prashant Dalvi – Chief Compliance Officer & Company Secretary

Mr. E. C. Prasad – Chief Financial Officer

In view of the appointment of Mr. Sanjay Sachdeva as the Managing Director & Chief Executive Officer of the Company, the Board of Directors, at its meeting held on March 28, 2025, designated him as the Key Managerial Personnel of the Company in place of Mr. Shekhar Bajaj, Executive Chairman, with effect from April 15, 2025.

As on the date of this Report, the following executives are designated as Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51) and 203 of the Act, read with the applicable rules made thereunder:

Mr. Sanjay Sachdeva – Managing Director & Chief Executive Officer (Additional Director)

Mr. Prashant Dalvi – Chief Compliance Officer & Company Secretary

Mr. E. C. Prasad – Chief Financial Officer

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024–25, eight (8) meetings of the Board of Directors were held. The gap between any two consecutive meetings was within the limits prescribed under the Act and the SEBI Listing Regulations. The details of the meetings held during the year, along with the attendance of Directors, are provided in the Corporate Governance Report, which forms an integral part of this Report.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board of Directors had constituted the following Committees to ensure focused governance and oversight in key areas: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Risk Management Committee e. CSR & ESG Committee f. Finance Committee Each Committee functions in accordance with its respective terms of reference approved by the Board and in line with the applicable provisions of the Act and SEBI Listing Regulations.

The composition of these Committees, the number of meetings held during the year, and attendance of members at such meetings are provided in detail in the Corporate Governance Report, which forms an integral part of this Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board carried out the annual performance evaluation of its own performance, that of its Committees, and of individual Directors. This evaluation was conducted through a structured process of individual and collective feedback from the Directors.

The evaluation process covered various aspects including the effectiveness of the Boards functioning, its composition, the level of engagement, the quality of discussions, decision-making, and the performance of the Committees and individual Directors. The manner in which the evaluation was carried out, along with the criteria used for assessment, is detailed in the Corporate Governance Report, which forms an integral part of this Report. The Board of Directors expressed satisfaction with the overall evaluation process and the performance of the Board, its Committees, and individual Directors.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors has adopted a comprehensive Nomination and Remuneration Policy ("Policy"), which serves as a guiding framework for the appointment and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management, and other employees of the Company.

The Policy outlines the guiding principles, philosophy, and structure for determining the remuneration of Executive and Non-Executive Directors (including sitting fees and commission), KMP, Senior Management, and other employees. It also encompasses provisions relating to Board diversity, the criteria for determining qualifications, positive attributes, and independence of Directors, as well as the framework for appointment and performance evaluation of KMP and Senior Management.

This Policy is formulated and reviewed by the Nomination and Remuneration Committee and is considered by the Board of Directors while evaluating potential candidates for various leadership and key roles within the Company.

The Nomination and Remuneration Policy is annexed to this Report as Annexure E and is also available on the Companys website at: https://www.bajajelectricals.com/pages/investors.

RISK AND INTERNAL CONTROLS ADEQUACY

The Company has in place robust internal control systems that are commensurate with the nature, scale, and complexity of its business operations. These controls are designed to ensure orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The effectiveness of the internal control systems is periodically tested and certified by both Statutory Auditors and Internal Auditors, covering all offices, manufacturing facilities, and key business processes. Significant audit findings and recommendations, along with the status of their implementation, are reviewed by the Audit Committee of the Board. The Committee also monitors the overall internal control environment and assesses the adequacy of risk management frameworks and practices adopted by the Company.

Based on the report of the Statutory Auditors, the internal financial controls with reference to the standalone financial statements have been found to be adequate and operating effectively during the financial year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

During the year under review, there were no instances of fraud reported by the Statutory Auditors, Cost Auditor, or Secretarial Auditor under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, which were required to be disclosed to the Audit Committee or the Board of Directors of the Company.

RISK MANAGEMENT

The Company has adopted a comprehensive Risk Management Policy, formulated in accordance with the provisions of Regulation 21 of the SEBI Listing Regulations and applicable provisions of the Act. A structured mechanism is in place to inform the Board about risk identification, assessment, and minimisation procedures. The Company periodically reviews its Risk Management Framework to ensure that executive management controls risks through a robust and dynamic process aligned with the Companys strategic, operational, and compliance objectives. The Risk Management Committee of the Board periodically reviews and evaluates key risks and mitigation plans submitted by the management. This includes prioritising significant risks based on their likelihood and impact, and approving action plans to address them. A detailed discussion on the key strategic and operational risks faced by the Company, along with its risk response and mitigation strategies, is provided in the Management Discussion and Analysis section, which forms an integral part of this Report.

At present, and in the opinion of the Board of Directors, there are no identified risks which may threaten the existence of the Company.

AUDIT COMMITTEE

The Audit Committee of the Company comprises three Directors, namely Mr. Shailesh Haribhakti, as the Chairman of the Committee, and Mr. Sudarshan Sampathkumar, and Mr. Vikram Hosangady, as members. During the year under review, all recommendations made by the Audit Committee were accepted by the Board of Directors. Details pertaining to the composition, terms of reference, roles and responsibilities of the Audit Committee, as well as the number of meetings held and the attendance of the Members therein, are provided in the Report on Corporate Governance, which forms an integral part of this Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

At the 83rd Annual General Meeting ("83rd AGM") of the Company held on August 12, 2022, the Members approved the reappointment of Messrs S R B C & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 324982E/E300003), as the Statutory Auditors of the Company for a second term of five (5) consecutive years, commencing from the conclusion of the 83rd AGM until the conclusion of the 88th Annual General Meeting to be held in the year 2027.

The Statutory Auditors Report on the financial statements of the Company for the financial year ended March 31, 2025, forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records in respect of its manufacturing activities, and such records are duly maintained.

For the financial year 2024–25, Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), carried out the audit of the cost records maintained by the Company for applicable businesses. The Company has received a certificate from the said firm confirming their eligibility under Section 141 read with Section 148(3) of the Act and Rule 6(5) of the Companies (Cost Records and Audit) Rules, 2014, for appointment as Cost Auditors. Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed Messrs R. Nanabhoy & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2025–26. The remuneration payable to the Cost Auditors is subject to ratification by the Members at the ensuing Annual General Meeting ("AGM"), as required under Section 148(3) of the Act. Accordingly, a resolution seeking Members ratification for the remuneration payable to the Cost Auditors is included in Item No. 6 of the Notice convening the AGM.

The details of the Cost Auditors and cost audit conducted by them for financial year 2023-24 are furnished below:

Name of Cost Auditor	Messrs R. Nanabhoy & Co., Cost
	Accountants
ICWA Membership No.	7464
Firm Registration No.	000010
Address	Jer Mansion, 70, August Kranti Marg,
	Mumbai 400036
Due date of filing of	September 30, 2024
Cost Audit Report
Actual date of filing	September 3, 2024

In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records, and accordingly, such accounts and records have been duly maintained.

Secretarial Auditors

The Board had appointed Messrs Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration No.P2009MH007000 and Peer review No.6290/2024) as the Secretarial Auditors to conduct the secretarial audit of the Company for the financial year ended March 31, 2025, as per the provisions of Section 204 of the Act read with Rules framed thereunder. The Secretarial Audit Report in Form MR-3 is given as Annexure F and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated December 31, 2024 ("SEBI Circular") issued in this regard, the Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Messrs Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration No.P2009MH007000 and Peer review No.6290/2024) has been submitted to the Stock Exchanges within 60 days of the end of the financial year.

The Board of Directors of the Company at its meeting held on May 12, 2025, on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, has approved the appointment of Messrs Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration No.P2009MH007000 and Peer review No.6290/2024), as the Secretarial Auditors, for a period of 5 (five) years i.e. from the conclusion of the 86th AGM till the conclusion of 91st AGM of the Company.

The Company has received written consent from Messrs Makarand M. Joshi & Co. and a certificate that they satisfy the qualification criteria provided under SEBI Circular and that the appointment, if made, shall be in accordance with the applicable provisions of the Act, Rules framed thereunder, SEBI Listing Regulations, SEBI Circular and other applicable circulars, if any, in this regard. The firm has agreed to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under the Act. They have further confirmed that they are eligible for the proposed appointment as Secretarial Auditor of the Company and have not incurred any of the disqualifications as specified vide the said SEBI Circular.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Transfer of Unpaid/Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended, an amount of H 16,08,353.60, being unpaid and/or unclaimed dividend pertaining to the financial year ended March 31, 2017, was transferred during the year to the Investor Education and Protection Fund ("IEPF").

Transfer of Shares to IEPF

In accordance with the provisions of Section 124 of the Act, read with the IEPF Rules, 9,337 equity shares of H 2/- each, in respect of which dividend had not been claimed or paid by the shareholders for a period of seven consecutive years or more, were transferred by the Company to the IEPF during the year. The details of such shares transferred have been uploaded on the websites of both the IEPF and the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure G and forms an integral part of this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence, and dedication demonstrated by its employees across all areas of its business. It considers its people to be its greatest asset and has therefore made concerted efforts towards talent management and succession planning. The Company continues to strengthen its performance management systems and learning frameworks, supported by robust training initiatives, to consistently nurture inspiring, capable, and credible leadership. In addition to sustained investment in skill and leadership development, the Company has also placed emphasis on employee engagement initiatives and programmes aimed at fostering a culture of innovation and collaboration at all levels of the organisation. These efforts are detailed separately under the respective Capitals in this Annual Report, and elaborated in the Management Discussion and Analysis Report, which forms an integral part of this Report. Employee relations across the organisation have remained cordial throughout the year.

KEY INITIATIVES WITH RESPECT TO STAKEHOLDER RELATIONSHIP, CUSTOMER RELATIONSHIP, ENVIRONMENT, SUSTAINABILITY, HEALTH, SAFETY AND WELFARE OF EMPLOYEES

The key initiatives undertaken by the Company with respect to stakeholder relationship, customer relationship, environment, sustainability, health, and safety are detailed separately under the respective Capitals in this Annual Report.

The Companys Environment, Health and Safety Policy and Human Rights Policy are available on its website: https://www. bajajelectricals.com.

PROTECTION OF WOMEN AT THE WORKPLACE

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), and the Rules framed thereunder, the Company has formulated and implemented a Policy on the prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace.

This Policy applies to all women employees, whether permanent, temporary, or contractual. It has been made accessible to all employees via the Companys internal portal and has been widely disseminated to ensure awareness across the organisation. In accordance with the requirements of the POSH Act, an Internal Complaints Committee (ICC) has been duly constituted to address and resolve any such complaints.

The status of complaints under Section 22 of the POSH Act, as on March 31, 2025, is as follows:

Particulars	Number
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of complaints pending at the end of the financial year	Nil

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details, as required under the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure H, which forms part of this Report.

Further, in accordance with the provisions of Sections 197(12) and 136(1) of the Act, read with the said Rules, the statement containing the names and other particulars of employees drawing remuneration in excess of the limits prescribed under the aforesaid Rules is available for inspection by the members during business hours at the Registered Office of the Company. Any member interested in obtaining a copy thereof may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

a. in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURES / CONFIRMATIONS

a. None of the Chairman, the Managing Director & Chief Executive Officer, or the Executive Director of the Company received any remuneration or commission from any of the subsidiaries of the Company. b. The Company has not issued any sweat equity shares to its directors or employees. c. The Company has not failed to implement any corporate action during the year under review. d. The disclosure pertaining to an explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company. e. The Companys securities were not suspended during the year under review.

f. There was no revision of financial statements and Boards Report of the Company during the year under review.

ANNEXURES

a. Dividend Distribution Policy – Annexure A; b. Disclosures of transactions pursuant to the provisions of Regulation 34(3) read with clause 2A of Part A of Schedule V of the SEBI Listing Regulations – Annexure B; c. Annual Report on CSR Activities – Annexure C; d. Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures – Annexure D; e. Nomination and Remuneration Policy of the Company – Annexure E; f. Secretarial Audit Report – Annexure F; g. Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo –

Annexure G; and h. Disclosures under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 – Annexure H.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and cooperation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavour to build and nurture strong links with trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government Regulatory Authorities and Stock Exchanges, for their continued support.

Dividend Distribution Policy

1. PREAMBLE

As per the provisions of Regulation 43A of the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, the Company is required to formulate and disclose its Dividend Distribution Policy. Accordingly, the Board of Directors (the "Board") of Bajaj Electricals Limited (the "Company") had approved the Companys first Dividend Distribution Policy at its meeting held on March 29, 2017. In the endeavour to provide more clarity to stakeholders on the Companys dividend distribution framework, this revised Dividend Distribution Policy ("Dividend Policy") has been framed for adoption by the Board of the Company. This Dividend Policy shall supersede the earlier policy and shall be effective from May 17, 2022.

2. DIVIDEND DISTRIBUTION PHILOSOPHY AND OBJECTIVE

This Dividend Policy of the Company aims to strike a balance between the dual objectives of rewarding shareholders through Dividends and ploughing back earnings to support sustained growth.

The management endeavours to divide ‘net earnings into dividends and retained earnings in an optimum way to achieve the objective of wealth maximisation for shareholders.

3. DIVIDEND

The dividend represents the profit of the Company, which is distributed to shareholders in proportion to the amount of the paid-up shares they hold. Dividend includes Interim Dividend.

4. PARAMETERS FOR DECLARATION OF DIVIDEND

External and Internal factors (strategic and financial) that would be considered for declaration of dividend includes:

External Factors	Internal Factors
State of Economy_ in case of uncertain or recessionary economic and business conditions;	Distributable surplus available and liquidity position of the Company
Market conditions and consumer trends;	Present & future capital requirements of the existing businesses including any acquisition;
Prevailing taxation policy or any amendments expected thereof, with respect to dividend distribution;	Expansion / Modernisation of existing businesses;
Statutory Obligations, Government Regulations and Taxation policies;	Outstanding Borrowings and covenants thereof;
Dividend pay-out ratios of companies in the same industry; and	Likelihood of crystallisation of contingent liabilities, if any; and
Other external factors.	Other internal factors.

Circumstances under which shareholders may not expect a dividend includes:

Adverse market conditions & business uncertainty;

Inadequacy of profits earned during the fiscal year;

Inadequacy of cash balance;

Large forthcoming capital requirements which are funded through internal accruals;

Changing Government regulations; and

Any other relevant circumstances.

Even under such (unfavorable) circumstances, the Board may, at its sole discretion, and subject to applicable rules, choose to recommend a dividend, including out of accumulated profits of any previous financial year(s) in accordance with provisions of the Companies Act, 2013 and SEBI Listing Regulations, as may be applicable.

5. DIVIDEND PAYOUT

The Board would endeavor to maintain a Dividend pay-out in the range of 20-40% of the Companys Profit After Tax on standalone financials. However, the Board, at its sole discretion, may pay dividend which is higher or lower than this dividend pay-out range. The Board may also consider declaring or recommending special dividends or one or more Interim dividends during the year. Additionally, the Board may recommend final dividend for the approval of the shareholders at the Annual General Meeting.

The date of the Board meeting in which the dividend proposal will be considered shall be intimated to the stock exchanges and post-board meeting, the outcome of the meeting shall also be provided to the stock exchanges, as required under the SEBI Listing Regulations.

6. UTILISATION OF RETAINED EARNINGS

Subject to the applicable provisions, the retained earnings of the Company shall be applied for:

Funding Inorganic and Organic Growth needs including working capital requirement, capital expenditure, repayment of the debt, etc. The Company can consider venturing into new markets/ geographies/verticals;

Research and Development of new products, investment in emerging technologies, etc. to increase market share;

Capital Expenditure by way of state of art factories, technology upgradation, platform development, etc.

Mergers and acquisitions;

Buyback of shares subject to applicable limits;

Payment of dividends in future years;

Issue of Bonus Shares; and

Any other permissible purpose.

7. PARAMETERS THAT SHALL BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES

The Company has only one class of shares at this point.

8. DIVIDEND POLICY EXCLUSION

The Dividend Policy shall not be applicable in the following circumstances: (a) Any distribution of cash as an alternative to payment of dividend by way of buyback of equity shares. (b) Distribution of dividend in kind i.e. by the issue of fully or partly paid bonus shares or other securities. (c) Determination and declaring dividends on preference shares, if any.

9. DISCLOSURES

The Dividend Policy shall be disclosed on the website of the Company i.e., www.bajajelectricals.com.

10. REVIEW AND AMENDMENT

Any or all provisions of this Dividend Policy would be subject to the revision/amendment to the SEBI Listing Regulations or related circular, notification, guidance notes issued by the Securities and Exchange Board of India or relevant authority, on the subject from time to time. Any such amendment shall automatically have the effect of amending this Dividend Policy without the need for any approval by the Board or any of its Committees. This Dividend Policy is subject to review from time to time.

11. DISCLAIMER

This Dividend Policy neither solicits investment in the Companys securities nor gives any assurance of guaranteed returns (in any form) for investments in the Companys equity shares.

Annexure B

DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE COMPANY PURSUANT TO THE PROVISIONS OF REGULATION 34(3) AND 53(F) READ WITH CLAUSE 2A OF PART A OF SCHEDULE V OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

(Amount: H in lakh)

		FY 2024-25		FY 2023-24
Name of the person or entity	Nature of Transaction	Transaction Value for the Year	Outstanding receivable / (payable) carried in the Balance Sheet	Transaction Value for the Year	Outstanding receivable / (payable) carried in the Balance Sheet
Jamnalal Sons Private	Rent paid	54.28	-	49.56	-
Limited	Rent deposit advanced	-	200	-	200
	Reimbursement of expenses	5.38	-	4.79	-
	Dividend paid	676.45	-	901.93	-
Bajaj Holdings and	Dividend paid	574.11	-	765.47	-
Investment Limited

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2024-25

1. Brief outline on CSR Policy of the Company:

The Corporate Social Responsibility (CSR) policy of the Bajaj Group is deeply rooted in the visionary philosophy of its Founding Father, late Shri Jamnalal Bajaj. Guided by the principle of Trusteeship, the Company believes in utilizing business as a tool for societal welfare and common good, placing emphasis on the collective benefit over individual gain. This philanthropic ethos, established over a century ago, has endured through successive generations, propelling the Company to greater heights of success and esteem. Beyond conventional measures of corporate achievement, the Bajaj Group views true progress as synonymous with the positive impact it makes on peoples lives. Through strategic social investments, the Company addresses community needs in areas such as health, education, environment conservation, infrastructure, and disaster response. Recognizing society as a critical stakeholder, the Companys CSR policy reflects its commitment to ethical business practices, environmental stewardship, and enhancing the well-being of all stakeholders, especially the marginalized and underprivileged. Additionally, the policy underscores the Companys dedication to regulatory compliance and diligent adherence to all CSR-related laws and regulations.

CSR Policy: A detailed CSR Policy was last amended by the Company on May 25, 2021, with approvals of the CSR Committee and Board of Directors. The Policy, inter alia, covers the following:

Philosophy

Preamble / Objective of the CSR Policy

Vision

Corporate Social Responsibility Committee

Responsibilities of the Board

CSR Programmes/Projects

Implementation and Monitoring

Engagement of International Organisations

CSR Annual Action Plan

Information Dissemination

The CSR Policy is placed on the Companys website at: https://www.bajajelectricals.com/pages/investors.

2. Composition of CSR Committee*:

Sr. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1. Mrs. Pooja Bajaj	Chairperson – Executive Director		2 / 2
2. Mr. Shekhar Bajaj	Member – Executive Chairman	2	2 / 2
3. Mr. Sudarshan Sampathkumar	Member – Independent Director		2 / 2
4. Mr. Saurabh Kumar	Member – Independent Director		2 / 2

*Note: Effective April 1, 2024, the Corporate Social Responsibility Committee was reconstituted with Mrs. Pooja Bajaj as the Chairperson, and Mr. Shekhar Bajaj, Mr. Sudarshan Sampathkumar, and Mr. Saurabh Kumar as its members.

3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: https://www.bajajelectricals.com/pages/investors.

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

Sr. No. Financial Year	Amount available for set-off from preceding financial years (in J)	Amount required to be set-off for the financial year, if any (in J )
	Nil

6. Average net profit of the Company as per Section 135(5): H 23,560.76 lakh.

7. (a) Two percent of average net profit of the Company as per section 135(5): H 471.22 lakh.

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil. (c) Amount required to be set off for the financial year, if any: Nil.

(d) Total CSR obligation for the financial year (7a+7b-7c): H 471.22 lakh.

8. (a) CSR amount spent or unspent for the financial year:

		Amount Unspent (J in lakh)
Total Amount Spent for the Financial Year (J in lakh)	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
260.38	210.84	April 16, 2025	Not Applicable	Nil	Not Applicable

(b) Details of CSR amount spent against ongoing projects for the financial year:

								Amount		Mode of Implementation
			Location of the project				Amount	transferred		– Through Implementing
Sr. No. Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes / No)	State	District	Project duration	Amount allocated for the project (J in lakh)	spent in the current financial year (J in lakh)	to Unspent CSR Account for the project as per Section 135(6) ( J in lakh)	Mode of Implementation - Direct (Yes/No)	Agency
										Name	CSR Registration number
(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)	(13)
1. Carbon Offset Projects	Environmental Sustainability	Yes	Maharashtra & Rajasthan	Palghar & Sawai Madhopur	2024- 2025	289.06	112.53	176.53	No	Bajaj Electricals Foundation	CSR00003537
2. Urban Forestation and Tree Plantation/ Environmental awareness	Environmental Sustainability	Yes	Maharashtra	Mumbai & other locations	2024- 2025	62.41	49.87	12.54	No	Bajaj Electricals Foundation	CSR00003537
3. Sadanand, Kalanand and Balanand	Arts and Culture	Yes	Maharashtra	Mumbai	2024- 2025	25.00	21.25	3.75	No	Bajaj Electricals Foundation	CSR00003537
4. Swasth Ghar Improved Cook Stove Project	Environmental Sustainability	No	Rajasthan	Karauli	2024- 2025	20.00	16.26	3.74	No	Bajaj Electricals Foundation	CSR00003537
5. Empowering Women through Plastic Upcycling	Environmental Sustainability	Yes	Maharashtra	Pune	2024- 2025	12.44	5.16	7.28	No	Bajaj Electricals Foundation	CSR00003537
6. Rural Women Entrepreneurship: JDBP Award Winner	Women Empowerment	No	Gujarat	Kutch	2024- 2025	10.00	3.00	7.00	No	Bajaj Electricals Foundation	CSR00003537
Total						418.90	208.07	210.84

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

Sr. No. Name of the Project	Item from the list of activities in Schedule VII	Local area (Yes /	Location of the project		Amount spent in the current financial year	Mode of Implementation - Direct (Yes/No)	Mode of Implementation – Through Implementing Agency
	to the Act	No)	State	District	(J in lakh)		Name	CSR Registration number
(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)
1. Creation of Innovation Hub for Social Entrepreneurs – Anant Bajaj Limitless Ideas Hub	Creation of Innovation Hub for Social Entrepreneurs	Yes	Rajasthan	Jaipur	41.25	No	Bajaj Electricals Foundation	CSR00003537
Total					41.25

(d) Amount spent in Administrative Overheads: J 11.06 lakh.

(e) Amount spent on Impact Assessment, if applicable: Not Applicable. (f) Total amount spent for the Financial Year (8b+8c+8d+8e): J 260.38 lakh. (g) Excess amount for set off, if any:

Sr. No. Particulars	Amount (J in lakh)
(i) Two percent of average net profit of the company as per section 135(5)	471.22
(ii) Total amount spent for the Financial Year	260.38
(iii) Excess amount spent for the financial year [(ii)-(i)]	Not Applicable
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any.	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	Nil

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sr. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135 (6) (J in lakh)	Amount spent till the start of reporting Financial Year(J in lakh)	Amount spent in the reporting Financial Year (J in lakh)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any (J in lakh)	Amount remaining to be spent in succeeding financial years (J in lakh)
(1)	(2)	(3)	(4)	(5)	(6)	(7)
1.	2021-22	129.18	126.35	2.83	Nil	Nil
2.	2022-23	54.39	52.89	1.50	Nil	Nil
3.	2023-24	117.78	Nil	80.74	Nil	37.06

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

Sr. No. Project ID	Name of the Project	Financial Year in which the project was commenced	Project Duration	Total amount allocated for the project (J in lakh)	Amount spent on the project in the reporting Financial Year J ( in lakh)	Cumulative amount spent at the end of reporting Financial Year (J in lakh)	Status of the project – Completed / Ongoing
(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
1. SV/21- 22/006	Scholarship program	2021-2022	2021-2025	56.54	2.83	56.54	Completed
2. GI/22- 23/006	Farmer Livelihood Enhancement Project	2022-2023	2022-2025	15.00	1.50	15.00	Completed
3. SV/23- 24/012	Scholarship Program	2023-2024	2023-2027	18.36	0	12.24	Ongoing
4. GI/23- 24/010	Urban Forestation	2023-2024	2023-2027	44.05	12.78	42.02	Ongoing
5. GI/23- 24/011	Kids for Tiger	2023-2024	2023-2027	29.00	26.10	29.00	Completed
6. GI/23- 24/012	Solar Electrification Project	2023-2024	2023-2027	46.94	7.91	45.33	Ongoing
7. GI/23- 24/013	Swasth Ghar Improved Cookstove Project	2023-2024	2023-2027	100.95	28.67	100.95	Completed
8. TC/23- 24/010	Tobacco Control among Railway Police	2023-2024	2023-2027	21.05	5.17	18.94	Ongoing
9. TC/23- 24/011	Mobile Van for tobacco cessation	2023-2024	2023-2027	28.31	0	26.96	Ongoing
10. TC/23- 24/012	Setting up of Tobacco Cessation Center	2023-2024	2023-2027	22.11	0	11.06	Ongoing

 

11. TC/23- 24/013	Tobacco Cessation Center	2023-2024	2023-2027	38.00	20.76	32.33	Ongoing
12. NI/23- 24/003	Livelihood Creation	2023-2024	2023-2027	12.32	1.23	12.32	Completed
13. AC/23- 24/004	Sadanand, Kalanand and Balanand	2023-2024	2023-2027	23.00	2.30	23.00	Completed

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year-Nil.

(asset-wise details).

(a) Date of creation or acquisition of the capital asset(s). – Not Applicable.

(b) Amount of CSR spent for creation or acquisition of capital asset. - Not Applicable.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. - Not Applicable.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). - Not Applicable.

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5)- Not Applicable.

FORM AOC-1

[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014]

Statement containing salient features of the financial statement of subsidiary, associate, and joint venture:

Part A: Subsidiary

Sr. No. Particulars
1. Reporting period for the subsidiary concerned, if different from the holding companys reporting period
2. Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries
3. Share capital
4. Reserves & surplus
5. Total assets
6. Total liabilities	Not applicable.
7. Investments
8. Turnover
9. Profit before taxation
10. Provision for taxation
11. Profit after taxation
12. Proposed dividend
13. % of shareholding of the Company in the subsidiary

Names of subsidiaries which are yet to commence operation: Not Applicable.

Names of subsidiaries which have been liquidated or sold during the year: Not Applicable.

Part B: Associate and Joint Venture

Sr. No. Particulars	Hind Lamps Limited (Associate)	Bajaj Electricals Limited Employees Welfare Fund No.1 (Joint Venture)	Bajaj Electricals Limited Employees Welfare Fund No.2 (Joint Venture)	Bajaj Electricals Limited Employees Welfare Fund No.3 (Joint Venture)	Bajaj Electricals Limited Employees Welfare Fund No.4 (Joint Venture)	Bajaj Electricals Limited Employees Housing Welfare Fund (Joint Venture)
1. Date on which the associate or joint venture was associated or acquired	January 7, 1952	March 31, 2025	March 31, 2025	March 31, 2025	March 31, 2025	March 31, 2025
2. Latest audited Balance Sheet date	March 31, 2025	March 31, 2025	March 31, 2025	March 31, 2025	March 31, 2025	March 31, 2025
3. Shares of associate/ joint venture held by the Company on the year end: Number of equity shares	1140000	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
Amount of investment in associate / joint venture	Nil	Nil	Nil	Nil	Nil	Nil
Extent of holding %	19.00	67.07	67.07	67.07	67.07	67.07
4. Description of how there is significant influence	Refer Note 1 below			Refer Note 2 below

 

5. Reason why the associate / joint venture is not consolidated	Impaired post Demerger	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
6. Net worth attributable to Shareholding as per latest audited Balance Sheet	H 24.39 lakh	H 3,579.65 lakh	H 4,036.22 lakh	H 4,367.03 lakh	H 4,344.03 lakh	H 294.70 lakh
7. Profit / (Loss) for the year
i. Considered in Consolidation	-	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
ii. Not Considered in Consolidation	H 0.48 lakh	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable

Note 1: As per Section 2(6) of the Act, "associate company", in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary of the Company having such influence and includes a joint venture company. For the purposes of this clause, "significant influence" means control of at least 20% of total share capital, or of business decisions under an agreement. Since the Company is in a position to influence the operating and financial policies of this company, its financial statements are consolidated with the Companys financial statements.

Note 2: While the Board of the Company does not exercise control over these Employee Welfare Trusts, joint control has been established for accounting purposes. Accordingly, the Employee Welfare Funds / Trusts have been consolidated as Joint Ventures in the consolidated financial statements.

Names of associates or joint ventures which are yet to commence operations: Nil.

Names of associates or joint ventures which have been liquidated or sold during the year: Nil.

NOMINATION AND REMUNERATION POLICY

1. REGULATORY FRAMEWORK

1.1. This policy ("Policy") of Bajaj Electricals Limited ("Company"/"BEL") has been prepared and adopted in accordance with the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") alongwith circulars issued thereunder, including any statutory modifications or re-enactments thereof for the time being in force.

1.2. Section 178(3) of the Act and Part D of Schedule II of SEBI LODR Regulations requires the Nomination and Remuneration Committee ("Committee") to formulate the criteria for determining qualifications, positive attributes and independence of a director, recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees, criteria for evaluation of performance, board diversity etc.

1.3. The Committee shall review the Policy periodically and may amend the same from time to time, as deemed necessary.

2. OBJECTIVES OF THIS POLICY

This policy aims to formulate certain criteria for the following activities with regards to its directors, key managerial personnel, senior management and employees: 2.1. Selection, appointment and removal; 2.2. Remuneration; 2.3. Evaluation of performance; 2.4. Board diversity.

3. DEFINITIONS

3.1. "Key Managerial Personnel" or "KMP" in relation to the Company, means-3.1.1. the Chief Executive Officer or the managing director or the manager; 3.1.2.the company secretary; 3.1.3.the whole-time director; 3.1.4. the Chief Financial Officer; 3.1.5. such other officer, not more than one level below the directors who is in Whole-time employment, designated as key managerial personnel by the Board; and 3.1.6. such other officer as may be prescribed.

3.2. "Net Profit" shall be calculated as per section 198 of the Act. 3.3. "Senior Management" shall comprise officers/personnel of the Company who meet the criteria established under the provisions of the Act and SEBI LODR Regulations, pertaining to the definition of senior management.

4. CRITERIAFORAPPOINTMENTOFDIRECTORS, KMP AND SENIOR MANAGEMENT

4.1. The Committee shall formulate criteria for determining qualifications, positive attributes and independence of a director. The Committee may consider this Policy and the below provisions of this Policy as guidance.

4.2. The person to be appointed as a Director, KMP or in the senior management should possess adequate qualification, experience and expertise for the position he or she is considered for, considering various factors including the Companys strategy and requirements.

4.3. The Committee shall have the discretion to decide whether such qualification, experience and expertise of the person is sufficient for him or her to effectively discharge duties of the concerned position.

4.4. The person to be appointed as Director, KMP or in the senior management, should possess impeccable reputation for integrity, efficiency, expertise and insight in sectors or areas relevant to the Companys industry or otherwise demonstrate relevant qualities.

4.5. In case of a Director, such persons personal and professional standing must be such that it helps him or her to best complement the other Board members thereby contributing effectively towards Companys growth.

4.6. The Committee shall consider the potential candidates on merit alone.

4.7. In case of a Director, such person must also fulfil the minimum and/or maximum age criteria as applicable under the provisions of the Act and SEBI LODR Regulations and take necessary approvals from the shareholders in this regard in case of directors above the maximum age criteria as well as comply with other requirements of law at the time. 4.8. In case of an Independent Director, he or she should meet the requirements of the Act and SEBI LODR Regulations concerning independence of directors.

5. APPOINTMENT AND REMOVAL OF DIRECTORS, KMP AND SENIOR MANAGEMENT

5.1. The Committee shall ensure that the size and composition of the Board satisfies the applicable law including provisions of the Act and SEBI LODR Regulations.

5.2. The Committee shall identify persons who are qualified to become directors, KMPs and who may be appointed in the senior management with regard to the attributes as specified under clause 4 of this Policy and such other qualifications or attributes as the Committee or board may deem necessary from time to time.

Explanation – For the purpose of this clause, "appointed in the senior management" means: (i) induction/appointment of persons/officers/personnel of the Company as members of the core management team of the Company as on date called as the ‘Executive Committee; and (ii) appointment of person/officer/personnel as the company secretary or chief financial officer of the Company.

5.3. The Committee while considering a person for appointment as director, shall verify that the said person has not been debarred or disqualified from being appointed as directors of companies by the Securities and Exchange Board of India ("SEBI") and/or Ministry of Corporate Affairs or any other statutory authority.

5.4. The Committee shall then recommend the identified candidates to the Board for final selection and appointment. 5.5. In case of directors, the Committee shall ensure that the number of directorships held by each director in other companies is below the specified limit under the Act and SEBI LODR Regulations and amendments made from time to time. 5.6. The Committee shall also ensure that any person appointed as independent director does not have any material pecuniary relationship with the Company, its holding, subsidiary or associate company, or companys promoters or directors, except receiving remuneration as a director or having transaction not exceeding 10% of his total income or such amount as prescribed, during the current financial year or two immediately preceding financial years and also satisfies other criteria for determining independence as specified under the Act, SEBI LODR Regulations and amendments made from time to time.

5.7. A whole-time KMP of the Company shall not hold office at the same time in more than one Company except in its subsidiary company. However, a whole-time KMP can be appointed as a director in any company subject to the provisions of the Act and/or SEBI LODR Regulations and in accordance with the policy of the Company.

5.8. The Committee shall review the performance of the Board from time to time. 5.9. The Board shall ensure and satisfy itself that plans are in place for orderly succession of the board of directors and senior management. 5.10. The Committee may recommend removal of any director or KMP to the Board with reasons in writing explaining the breach of company policy or any disqualifications or other such criteria for removal in line with the provisions of the Act and/or SEBI LODR Regulations or for other reasons.

5.11. The Board will have the discretion to retain the whole-time directors, KMP and senior management personnel in the same position/remuneration or otherwise, even after attaining the retirement age, if they deem fit for the benefit of the Company.

6. TERMS OF APPOINTMENT

6.1. Managing Director / Whole – Time Director / Executive Director / Non-executive Director

6.1.1. The Board shall appoint or re-appoint any person as a managing director, whole-time director, executive director or manager for a term not exceeding five years (5 years) at a time subject to approval by the members at the next general meeting.

6.1.2. Not less than two-thirds of the total number of directors (excluding independent directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and be appointed by the Company in general meeting; and at every annual general meeting, one-third of such of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office as per the provisions of the Act.

6.1.3. The directors retiring by rotation at every annual general meeting shall be those who have been longest in the office since last appointment; there tiring director amongst directors appointed on the same day shall be determined by a lot. 6.1.4. At the annual general meeting at which a director retires by rotation, the Company may fill up the vacancy either by appointing the retiring director or some other person as may be deemed fit.

6.2. Independent Director

6.2.1. The term of appointment of an Independent Director shall be up to five (5) years but he or she shall be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment shall be made in the Boards Report.

6.2.2. No independent director shall hold office for more than two consecutive terms but shall become eligible for appointment after expiration of three years (3 years) cool off period, provided that he or she shall not be appointed or associated with the Company in any other capacity, either directly or indirectly during such period.

6.3. KMP and senior management

6.3.1. The term of appointment and subsequent retirement of KMPs and senior management shall be as per the provisions of the law including the Act, SEBI LODR Regulations, and prevailing policy of the Company.

7. CRITERIA FOR RECOMMENDATION OF REMUNERATION

7.1. Executive Directors / Whole- Time Directors / Managing Directors 7.1.1. The remuneration to the Managing Director and other Executive directors shall be broadly divided into fixed and variable components. The fixed components shall comprise of monthly salary, allowances, perquisites, amenities and other retirement benefits. The variable component shall comprise of performance based annual commission and/or incentives. The performance criteria are individual performance based on annual targets, Companys performance and recent compensation trends n the industry. i 7.1.2. Subject to provisions of the Act and SEBI LODR Regulations, the remuneration payable shall be approved by the Board of Directors at the time of appointment subject to approval by shareholders of the Company.

7.1.3. The overall remuneration payable to all the directors of the Company including managing director and whole-time directors in respect of any financial year shall not exceed 11% of the net profits of the Company.

7.1.4. Remuneration payable to any one managing director; or whole-time director or manager shall not exceed 5% of the net profits of the Company and if there is more than one such director, the remuneration shall not exceed 10% of the net profits of all such directors and manager taken together. 7.1.5. Payment of remuneration in excess of the above statutory limits shall be done by recording of clear reason and justification and obtaining approval of shareholders through special resolution as per the provisions of the Act, SEBI LODR Regulations and amendments made thereto from time to time.

7.1.6. The fees and compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting if – i. The annual remuneration payable to such executive director exceeds rupees five crore (5 crore) or 2.5 percent (2.5%) of the net profits of the Company, whichever is higher; or ii. Where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 percent (5%) of the net profits of the Company.

Such approval shall be valid only till the expiry of the term of such director.

7.1.7. In any financial year, if the Company has no profits or its profits are inadequate, the remuneration payable to its directors, including Managing Director and/or other Executive Director(s), shall be governed by the provisions of Schedule V to the Act subject to the approval of the shareholders of the Company.

7.2. Independent Directors / Non-executive Directors

7.2.1. The remuneration to Non-Executive Directors shall consist of sitting fees for attending Board/ Committee meetings, commission and other reimbursements. 7.2.2. Non-Executive Directors shall be paid commission upto an aggregate amount not exceeding 1% of the net profits of the Company for the year. The payment of commission shall be based on their attendance at the board and the committee meetings as member.

7.2.3. All the Non-executive Directors shall be paid commission on uniform basis.

7.2.4. The Independent directors shall not be entitled to any stock options under the stock option scheme of the Company. 7.2.5. The Company shall undertake Directors and Officers insurance (‘D and O insurance) for all their independent directors of such quantum and for such risks as may be determined by the board of directors.

7.3. KMP, Senior Management and other employees

7.3.1. In respect KMPs, senior management and other employees the remuneration shall be payable based on the persons performance, Companys performance, targets achieved, industry benchmark and compensation trends in the industry.

7.3.2. The remuneration shall consist of monthly salary, bonus, perquisites, KPI and other retirement benefits as per the prevailing policy of the Company.

7.3.3. The Committee shall recommend to the Board and finalise the salary and other perks remuneration in whatever form payable to the senior management. 7.4. Employee Stock Options As permissible under the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 (as re-enacted), the eligible permanent employees and directors (other than promoter directors and independent directors) of the Company shall be eligible for Stock Options pursuant to Employee Stock Option Scheme of the Company.

7.5. Other common criteria

The Committee shall also consider the following criteria with regards to recommendation of remuneration: 7.5.1. the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate potential candidates of the quality required to run the Company successfully; 7.5.2. relationship of remuneration to performance shall be clear and able to meet appropriate performance benchmarks; 7.5.3.inlinewithbestgovernancepracticesandlegalrequirements; 7.5.4. remuneration to directors, KMPs and senior management shall involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; and 7.5.5. ensure high quality of work.

8. CRITERIA FOR EVALUATION OF PERFORMANCE OF DIRECTORS

8.1. The evaluation process for performance of the Board, its Committees and directors shall be carried out as per the provisions of the Act and the SEBI LODR Regulations. 8.2. The Committee shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out by the Board and also review its implementation and compliance.

8.3. Each director shall be provided with a questionnaire to be filed up, providing feedback on the overall functioning of the Board and its committees.

8.4. The questionnaire shall cover various parameters such as composition structure with independent directors and woman director with relevant skills, experience, knowledge and diversity, understanding of members on their respective roles and responsibilities, discharge of key functions & other responsibilities under the law, etc.

8.5. The directors shall also be asked to provide their suggestions for areas of improvements to ensure higher degree of engagement with the management.

8.6. The Independent Directors shall have a meeting at least once in a year to review the performance and evaluation of the non-independent directors and the entire Board as a whole including the Chairman.

8.7. The evaluation of individual directors shall be carried out considering factors such as their attendance & participation, approach to board & senior management especially for risk management & meeting competition challenges, maintaining confidentiality and other related factors as may be deemed necessary in this exercise.

8.8. The evaluation of independent directors shall be done by the entire board of directors (excluding the directors being evaluated) with respect to –8.8.1. performance of the directors; and 8.8.2. fulfillment of the independence criteria as per the provisions of the Act and SEBI LODR Regulations and their independence from the management.

9. BOARD DIVERSITY

9.1. Board diversity is an important aspect that makes use of differences in the skills, regional and industrial experience, background, gender and other distinctions to gain competitive advantage in the market. 9.2. Board diversity shall be such that it ensures that the Board is comprised of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company.

9.3. The Committee shall periodically review the size and composition of the Board to ensure its structure in terms of different perspectives, skills and expertise in the board room. 9.4. The Committee shall strive to maintain a proper balance in terms of diversity in gender, thought, experience, knowledge and perspective when recommending persons for appointment to the Board.

10. DISCLOSURE REQUIREMENTS

10.1. The Company shall disclose in its Corporate Governance Report, a chart or a matrix setting out the skills/expertise/ competence of the board of directors specifying the following: 10.1.1. The list of core skills/ expertise/ competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board; and 10.1.2. The names of directors who have such skills/ expertise/ competence.

10.2. The Company shall also disclose in its Corporate Governance Report a confirmation that in the opinion of the board, the independent directors fulfill the conditions specified in SEBI LODR Regulations and are independent of the management. 10.3. The Corporate Governance Report shall also include detailed reasons for the resignation of any independent director who resigns before the expiry of his or her tenure along with a confirmation by such director that there are no other material reasons other than those provided.

10.4. This policy shall be uploaded on the website of the Company i.e. www.bajajelectricals.com.

10.5. The salient features of this policy and any changes made therein in brief along with a weblink to the policy shall be provided in the Boards Report.

11. LIMITATION AND AMENDMENT

11.1. In the event of any conflict between the provisions of this policy and the Act or SEBI LODR Regulations or any other statutory requirements, rules, regulations, enactments, the provisions of such Act or SEBI LODR Regulations or any other statutory requirements, rules, regulations, enactments, the provisions shall prevail over this policy.

11.2. Any subsequent amendment/modification in SEBI LODR Regulations, Act and/ or applicable laws in this regard shall automatically apply to this policy.

FORM NO. MR.3

SECRETARIAL AUDIT REPORT for the Financial Year ended March 31, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Bajaj Electricals Limited

45/47, Veer Nariman Road, Mumbai 400001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bajaj Electricals Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Auditors Responsibility:

Our responsibility is to express an opinion on the compliance of the applicable laws and maintenance of records based on audit. We have conducted the audit in accordance with the applicable Auditing Standards issued by The Institute of Company Secretaries of India. The Auditing Standards requires that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 (hereinafter called the "Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of: (i) The Companies Act, 2013 (‘the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during the Audit Period) (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during the Audit Period); and (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable to the Company during the Audit Period); and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the Audit Period).

(vi) As identified, no law is specifically applicable to the Company. We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made thereunder (Hereinafter referred as "Listing Regulations"). During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provision of the Act and Listing Regulations.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance (except in one case where meeting is convened at a shorter notice for which necessary approvals obtained as per applicable provisions) and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are systems and processes in the Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines. The adequacy and efficacy of the same shall be read in the context of remarks made in this report.

We further report that during the audit period, the Company has:

1. Issued and allotted 1,46,175 equity shares under Employee Stock Option Plan – 2015.

2. Approved to borrow, by way of securities including but not limited to secured/unsecured redeemable Non-Convertible Debentures ("NCDs") and/or Commercial Papers ("CPs") on a private placement basis, upto an amount not exceeding H 500 crore by Special Resolution in 85th Annual General Meeting held on August 06, 2024.

To

The Members,

Bajaj Electricals Limited

45/47, Veer Nariman Road, Mumbai 400001

Our Secretarial Audit Report for the financial year ended March 31, 2025 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy: The Company continues to promote the use of renewable energy across its plants. During the year, solar energy usage was as follows:

Chakan unit: 4,96,305 KWh

Nashik unit: 10,06,432 KWh

Chhatrapati Sambhajinagar units: 5,30,785 KWh (ii) The steps taken by the Company for utilizing alternate sources of energy:

At Chakan unit, 600 kWp rooftop solar panels are installed.

At Nashik unit, 808 kWp rooftop solar panels are installed.

At Chhatrapati Sambhajinagar NST unit, 437 kWp rooftop solar panels are installed.

At Chhatrapati Sambhajinagar PC unit, 250 kWp rooftop solar panels are installed for PC

(iii) The capital investment on energy conservation equipments: No major capital expenditure was incurred during FY 2024–25 on energy conservation equipment.

(iv) Total energy consumption and energy consumption per unit of production:

The total energy consumption at the Chakan Unit was 24,66,597 kWh, with an energy consumption of 7.7/fan & 20.2/LED kWh per unit of production.

The total energy consumption at the Nashik Unit was 30,60,104 kWh, with an energy consumption of 0.263 kWh per unit of production.

The total energy consumption at the Chhatrapati Sambhajinagar (NST) Unit was 2,31,150 kWh, with an energy consumption of 0.7 kWh per unit of production.

The total energy consumption at the Chhatrapati Sambhajinagar (PC) Unit was 1,39,189 kWh, with an energy consumption of 0.4 kWh per unit of production.

(v) Impact of the energy conservation measures for reduction of energy consumption and consequent impact on the cost of production of goods:

At Chakan unit, savings of around H 36 lakhs were realized in the fan manufacturing line, with a cost reduction of H 1.3 per unit.

At the Nashik unit, energy conservation measures led to savings of approximately H 60 lakhs, resulting in a cost reduction of H 5 per storage water heater.

At Chhatrapati Sambhajinagar units, savings of approximately H 32 lakhs were achieved, translating to a cost reduction of H 7 per unit in the NST line and H 2 per unit in the pressure cooker plant.

B. Technology Absorption

(i) The efforts made towards technology absorption: The Company undertook several automation and digitization initiatives, including online monitoring and control of dispatches through TMS and Pyrops, implementation of smart QR codes for enhanced inventory tracking and matching of master and unit cartons, and SAP automation for multiple pricing controls.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Various cost-saving projects were implemented across factories. These included process improvements, a MOST study in the Fan division, and the installation of a Circle Cutting Machine at the Nashik unit, resulting in significant yield improvement and cost savings.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): During the year, the Company imported an automated

LED Bulb Manufacturing Assembly Line and Packaging Line at the Nashik unit. This initiative is expected to deliver savings of approximately H 1.1 per unit, accounting for around 5% cost reduction in LED bulbs.

(iv) The expenditure incurred on Research and Development (R&D):

(Amount: H in lakh)

Particulars	Amount
(a) Capital	8,848.57
(b) Recurring	3,575.00
(C) Total	12,423.56
(d) Total R&D expenditure as a percentage of turnover (in %)	2.57%

C. Foreign Exchange Earnings and Outgo

The foreign exchange earned in terms of actual inflows and the foreign exchange outgo during the year in terms of actual outflows during the year.

(Amount: H in lakh)

Particulars	Amount
Earned (Export)	8,649.95
Used (Import)	17,864.55

Annexure H

INFORMATION PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. No. Requirements	Particulars
1. Ratio of the remuneration of each director to the median remuneration of the employees of the	Name of the Director	Category	Ratio to median Remuneration
Company for the financial year
	Mr. Shekhar Bajaj	Executive	65.55 : 1
	Mrs. Pooja Bajaj		0.92 : 1
	Mr. Anuj Poddar*		78.74 : 1
	Mr. Madhur Bajaj	Non-Executive	1.18 : 1
	Mr. Rajiv Bajaj		0.51 : 1
	Mr. Shailesh Haribhakti	Independent	2.49 : 1
	Mr. Sudarshan Sampathkumar		2.78 : 1
	Ms. Swati Salgaocar		1.31 : 1
	Mr. Vikram Hosangady		2.49 : 1
	Mr. Saurabh Kumar		1.31 : 1
2. Percentage increase/(decrease) in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	Name of the Director, Chief Financial Officer, Chief Executive Officer, Company Secretary		Percentage increase / (decrease) in remuneration
	Mr. Shekhar Bajaj		(9.15)
	Mr. Anuj Poddar*		(5.73)
	Mr. Madhur Bajaj		16.67
	Mr. Rajiv Bajaj		(25.00)
	Mrs. Pooja Bajaj		(19.29)
	Mr. Shailesh Haribhakti		7.27
	Mr. Sudarshan Sampathkumar		214.29
	Ms. Swati Salgaocar		82.35
	Mr. Vikram Hosangady		247.06
	Mr. Saurabh Kumar		675.00
	Mr. E C Prasad (CFO)		20.29
	Mr. Prashant Dalvi (CS)		40.54
3. Percentage increase in the median remuneration of employees in the financial year	9.83% (Based on CTC numbers)
4. Number of permanent employees on the rolls of Company	1,743
5. Average percentile increase/(decrease) already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if	Average increase/(decrease) in remuneration of Managerial Personnel - (6.73%) Average increase/(decrease) in remuneration of employees other than the Managerial Personnel – 7.36%
there are any exceptional circumstances for increase in the managerial remuneration.	The Managerial Personnel compensation is linked to Profit Before Tax and linked to the performance of the Company.

 

6. Affirmation that the remuneration is as per the remuneration policy of the Company

The remuneration is as per the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and Other Employees of the Company, formulated pursuant to the provisions of Section 178 of the Companies Act, 2013.

*Mr. Anuj Poddar resigned as the Managing Director & Chief Executive Officer with effect from September 30, 2024