Maharashtra Scooters Ltd Management Discussions

a) Industry structure and developments

Maharashtra Scooters Ltd. (MSL or the Company) continues to be an Unregistered Core Investment Company (CIC). As an Unregistered CIC, a minimum of 90% of its assets stand invested in the Bajaj Group and the balance representing accumulated surpluses, is invested in debt and other instruments with the sole objective of earning a reasonable rate of return whilst protecting the principal.

b) Opportunities, threats, risks and concerns

Being a Unregistered CIC, MSL continues to remain strategically invested in the securities of Bajaj Group companies and hence any fluctuations in stock market prices are not of concern. As far as investments in debt securities are concerned, MSL invests only in highly rated issuers and securities i.e. in AAA, AA+ and the like rated papers.

Due to the ongoing geopolitical crises in West Asia, there may be an impact on investment return and funding cost, owing to expected increase in inflation, impact on import exposed sectors, threat to energy security, weaker currency and other economic factors.

The Company does not have any operational exposure, therefore above geopolitical developments are not directly impacting. However, there could be a limited indirect impact through overall market conditions. Since all investments are restricted to Group companies and surplus funds are placed in lowrisk overnight mutual funds, the overall geopolitical risk remains minimal.

c) Outlook

The Company will continue to operate as an Unregistered CIC and hold investments in the Bajaj Group entities which deliver remarkable value through dividends and capital appreciation to shareholders.

d) Segment wise or product wise performance

The Company is essentially an investment company focusing on earning income through dividends, interest and gains on investments held. Hence, the Company s business activity falls within a single business segment i.e. investments.

e) Internal control systems and their adequacy

The Company has effective internal control systems, which have been found to be adequate by the Management of the Company. The Internal Auditors periodically bring to the attention of the Audit Committee any deficiencies and weaknesses in the internal control systems, if any. The Audit Committee reviews and monitors the remedial actions to ensure its overall adequacy and effectiveness.

f) Discussion on financial performance with respect to operational performance

The details have been furnished in the Directors Report to the members as well as in the financial highlights included in the annual report.

g) Material developments in human resources/industrial relations front, including number of people employed

During the year,SanjayUttekar,ChiefExecutiveOfficer, resigned from his position with effect from the close of business hours on 31 July 2025.

Pursuant to the provisions of section 203 of the Companies Act, 2013 ( the Act ), read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to appoint whole time Key Managerial Personnel ( KMP ) viz., Managing Director ( MD ) or Chief Executive Officer ( CEO ) or Manager and in their absence, a Whole-Time Director.

Shareholders vide postal ballot dated 8 October 2025 approved the appointment of V Rajagopalan and Ravikumar Srinivasan as Joint Managing Directors of the Company for a term of five (5) consecutive years w.e.f. 1 August 2025. As on date, Joint Managing Directors and some finance personnel continue to be on the rolls of the Company.

There are no material financial and commercial transactions, where the Management has personal interest, which may have a potential conflict with the interest of the Company at large.

h) Significant changes in financial ratios:

Considering closure of manufacturing operations, the inventory turnover ratio, Trade receivables turnover ratio, Operating profit margin are not relevant.