Corporate Governance Report

Corporate governance is about promoting fairness, transparency, accountability, commitment to values, ethical business conduct driven by the objective of creating and enhancing long-term value for all stakeholders of the Company.

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto (‘the Listing Regulations, 2015’), given below are the corporate governance policies and practices of Bajaj Auto Ltd. (‘the Company’/‘Bajaj Auto’/‘BAL’) for the year 2024-25 (or ‘FY2025’).

Philosophy

For us, corporate governance is a reflection of principles entrenched in our values and policies and also embedded in our day-to-day business practices, leading to value-driven growth. The commitment of the Bajaj group to the highest standards of good governance practices predates SEBI and the provisions of the Listing Regulations, 2015. Ethical dealings, transparency, fairness, disclosure and accountability are fundamental canons of the Bajaj group. Bajaj Auto Ltd. maintains the same tradition and commitment, which guides us in pursuing our purpose and achieving excellence in corporate governance.

At Bajaj Auto, we strive to achieve business excellence through ethically driven business process and a firm commitment to the rich legacy of our values, while meeting the stakeholders’ expectations. This Report gives a detailed overview of our governance framework.

The Governance Structure

Bajaj Auto’s governance structure is based on the overall guidance of the Board of Directors and principles of freedom to the Executive Management within a given framework to ensure that the powers vested in the Executive Management are exercised with due care and responsibility so as to meet the expectations of all the stakeholders. In line with these principles, the Company has formed two tiers of governance structure viz.:

1.The Board of Directors and its Committees: The Board conducts overall strategic supervision and control by setting goals and reporting mechanism and decision-making process with an intent to protect the interest and value creation for all the stakeholders.

The Committees of the Board such as Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, etc. are focused on specific elements of the governance like audit and internal controls, financial reporting, risk management framework, appointment and remuneration of directors/senior management personnel, investors’ grievance management, implementation and monitoring of CSR activities in furtherance to the Company’s societal commitments.

2.Executive Management: The Executive Management is lead by the Managing Director and CEO who is ably assisted by the executive directors and the heads of business development, finance, HR, R&D and other functional heads. The Executive Management is responsible for the day-to-day business, strategies, new projects and product development, financial and human resource management and policy matters.

Board of Directors

The Company’s policy is to have an appropriate blend of executive directors, independent directors (including women directors) and non-executive non-independent directors to maintain independence of the Board and to separate the Board functions of governance from that of management. The Company has a non-executive Chairman (promoter), who heads the Board and oversees its overall conduct.

Composition

As per regulation 17(1)(b) of the Listing Regulations, 2015, where the chairman is non-executive director or a promoter, at least half of the Board of a company should consist of independent directors. The present composition of Bajaj Auto’s Board meets the said requirement.

As on 31 March 2025, the Board consisted of eleven directors, of whom three (27%) were executive directors (including the Managing Director), two non-executive non-independent directors (18%) and six independent directors including two women independent directors (55%). The Board has no institutional nominee director.

Further, the changes in the composition of the Board of Directors during FY2025 are mentioned in the Directors’ Report.

Selection, Appointment and Tenure of Directors

The Nomination and Remuneration Committee facilitate the Board in identification and selection of the directors who shall be of high integrity with relevant expertise and experience so as to have well diverse Board. The directors are appointed or re-appointed with the approval of the members and shall remain in office in accordance with the provisions of the law.

Board Diversity Policy

In compliance with the provisions of the Listing Regulations, 2015, the Board through Nomination and Remuneration Committee has devised a Policy on Board Diversity. The Board comprises adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company.

The directors are persons of eminence in areas such as business, industry, finance, economics, law, governance, etc. and bring with them a wide range of experience and skills which add value to the performance of the Board and the Company while ensuring the best interest of stakeholders. They take active part in the Board and Committee meetings by providing valuable guidance and expert advice to the Board and the Management on various aspects of business, governance, compliance, etc. and play critical role on strategic issues, which enhances the transparency and add value in the decision making process of the Board. The directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality. The Board composition as at present meets with the above objective.

A brief profile of the directors is available on the website of the Company at https://www.bajajauto.com/about-us/bajaj-team

Number of meetings of the Board

During FY2025, the Board met eight times: 5 April 2024, 18 April 2024, 16 July 2024, 16 October 2024, 9 January 2025, 28 January 2025, 21 February 2025 and 18 March 2025. The gap between any two consecutive meetings was less than 120 days.

Attendance record of directors

Table 1: Composition of the Board and attendance record of directors for FY2025

Name of director		Category of director		Relationship with other directors		No. of shares held by director (6)		No. of Board meetings attended		Attended the last Annual General Meeting held on 16 July 2024
Niraj Bajaj		Chairman, non-executive, non-independent director (Promoter)		–		710,279(5)		8 out of 8		Yes
Rajiv Bajaj(4)		Managing Director and CEO, executive director (Promoter)		Brother of Sanjiv Bajaj		747,001(5)		8 out of 8		Yes
Sanjiv Bajaj		Non-executive, non-independent director(Promoter)		Brother of Rajiv Bajaj		759,916(5)		8 out of 8		Yes
Pradeep Shrivastava		Executive director		–		75		7 out of 8		Yes
Dr. Naushad Forbes		Non-executive, independent director		–		3,500		7 out of 8		Yes
Anami N. Roy		Non-executive, independent director		–		0		8 out of 8		Yes
Rakesh Sharma		Executive director		–		6,328		8 out of 8		Yes
Pradip Shah(1)		Non-executive, independent director		–		3,952		8 out of 8		Yes
Abhinav Bindra(4)		Non-executive, independent director		–		0		8 out of 8		Yes
Vinita Bali(2)		Non-executive, independent director		–		0		6 out of 8		Yes
Dr. Sangita Reddy(3)		Non-executive, independent director		–		0		4 out of 6		Yes

Notes:

(1)Pradip Shah was re-appointed as a Non-executive independent director for a second term of five years commencing from 1 April 2024. The members have approved the said re-appointment vide special resolution passed on 5 March 2024 through postal ballot conducted by remote e-voting process.

(2)Vinita Bali was appointed as a Non-executive independent director for the first term of five years commencing from 1 April 2024. The members have approved the said appointment vide special resolution passed on 5 March 2024 through postal ballot conducted by remote e-voting process.

(3)Dr. Sangita Reddy was appointed as a Non-executive independent director for the first term of five years commencing from 16 July 2024. The members have approved the said appointment vide special resolution passed on 30 August 2024 through postal ballot conducted by remote e-voting process.

(4)The Board, at its meeting held on 18 March 2025, based on the recommendations of Nomination and Remuneration Committee, have approved the re-appointment(s) of Rajiv Bajaj as Managing Director and CEO for another term of five years commencing from 1 April 2025 and Abhinav Bindra as a Non-executive independent director for a second term of five years commencing from 20 May 2025. The said re-appointment(s) have been approved by the members vide special resolution(s) passed through postal ballot on 30 April 2025.

(5)The equity shares also includes shares held in the capacity of trustee of private family trusts.

(6)None of the directors hold any convertible instrument. Pradeep Shrivastava and Rakesh Sharma, the Executive directors of the Company are entitled to employee stock options as per Bajaj Auto Employee Stock Option Scheme 2019, as amended.

Directorships and memberships of Board Committees

Table 2: Number of directorships/committee positions of directors as on 31 March 2025 (including the Company)

		Directorships						Committee positions in listed and unlisted public limited companies
Name of the director		In equity listed companies		In unlisted public limited companies		In private limited companies		As member (including as chairperson)		As chairperson
Niraj Bajaj		3		4		7		1		0
Rajiv Bajaj		5		2		4		0		0
Sanjiv Bajaj		6		4		8		5		0
Pradeep Shrivastava		1		0		0		0		0
Dr. Naushad Forbes		5		1		7		6		1
Anami N. Roy		5		0		1		6		4
Rakesh Sharma		1		2		0		0		0
Pradip Shah		4		2		8		6		2
Abhinav Bindra		2		1		4		1		0
Vinita Bali		2		0		0		2		0
Dr. Sangita Reddy		3		5		11		0		0

Notes: None of the directors hold office as a director, including as an alternate director, in more than twenty companies at the same time. None of them has directorships in more than ten public companies. For reckoning the limit of public companies, directorships of private companies that are either holding or subsidiary companies of a public company are included; for reckoning the limit of private and public companies, directorships in dormant companies and companies under section 8 of the Companies Act, 2013 (‘the Act’) are excluded.

As per the declarations received, none of the directors serve as an independent director in more than seven equity listed companies or in more than three equity listed companies in case he or she is a whole-time director/managing director in any listed company.

Further, the Managing Director of Bajaj Auto does not serve as an independent director in any equity listed company.

For the purpose of considering the limit of the committees in which a director can serve, all public limited companies, whether listed or not, have been included and all other companies including private limited companies, foreign companies and companies under section 8 of the Act have been excluded.

None of the directors was a member in more than ten committees nor a chairperson in more than five committees across all companies in which he/she was a director. Only audit committees and stakeholders’ relationship committees are considered for the purpose of reckoning committee positions.

Notwithstanding the number of directorships, as has been highlighted herein, the outstanding attendance record and participation of the directors in Board and Committee meetings indicate their commitment and ability to devote adequate time to their responsibilities as the Company’s fiduciaries.

Directorships held by directors in listed companies

Table 3: Name of listed companies (including debt listed companies, if any) where directors of the Company held directorships as on 31 March 2025 (including the Company)

Name of director		Name of listed companies		Category
Niraj Bajaj		a.Bajaj Auto Ltd.		Chairman, non-executive director
		b.Bajaj Holdings & Investment Ltd.		Non-executive, non-independent director
		c.Mukand Ltd.		Chairman and Managing Director, executive director
Rajiv Bajaj		a.Bajaj Auto Ltd.		Managing Director and CEO, executive director
		b.Bajaj Holdings & Investment Ltd.		Non-executive, non-independent director
		c.Bajaj Finserv Ltd.		Non-executive, non-independent director
		d.Bajaj Finance Ltd.		Non-executive, non-independent director
		e.Bajaj Electricals Ltd.		Non-executive, non-independent director
Sanjiv Bajaj		a.Bajaj Auto Ltd.		Non-executive, non-independent director
		b.Bajaj Holdings & Investment Ltd.		Managing Director and CEO, executive director
		c.Bajaj Finserv Ltd.		Chairman and Managing Director, executive director
		d.Bajaj Finance Ltd.		Chairman, non-executive, non-independent director
		e.Maharashtra Scooters Ltd.		Chairman, non-executive, non-independent director
		f.Bajaj Housing Finance Ltd.		Chairman, non-executive, non-independent director
Pradeep Shrivastava		a.Bajaj Auto Ltd.		Executive director
Dr. Naushad Forbes		a.Bajaj Auto Ltd.		Non-executive, independent director
		b.Bajaj Holdings & Investment Ltd.		Non-executive, independent director
		c.Bajaj Finserv Ltd.		Non-executive, independent director
		d.Bajaj Finance Ltd.		Non-executive, independent director
		e.Zodiac Clothing Company Ltd.		Non-executive, independent director
Anami N. Roy		a.Bajaj Auto Ltd.		Non-executive, independent director
		b.Bajaj Finserv Ltd.		Non-executive, independent director
		c.Bajaj Finance Ltd.		Non-executive, independent director
		d.Bajaj Housing Finance Ltd.		Non-executive, independent director
		e.Siemens Ltd.		Non-executive, independent director
Rakesh Sharma		a.Bajaj Auto Ltd.		Executive director
Pradip Shah		a.Bajaj Auto Ltd.		Non-executive, independent director
		b.Bajaj Holdings & Investment Ltd.		Non-executive, independent director
		c.Pfizer Ltd.		Chairman, non-executive, non-independent director
		d.BASF India Ltd.		Chairman, non-executive, non-independent director
Abhinav Bindra		a.Bajaj Auto Ltd.		Non-executive, independent director
		b.Bajaj Holdings & Investment Ltd.		Non-executive, independent director
Vinita Bali		a.Bajaj Auto Ltd.		Non-executive, independent director
		b.Syngene International Ltd.		Non-executive, independent director
Dr. Sangita Reddy		a.Bajaj Auto Ltd.		Non-executive, independent director
		b.Apollo Hospitals Enterprise Ltd.		Joint Managing Director
		c.Indraprastha Medical Corporation Ltd.		Non-executive, non-independent director

Independent Directors

The independent directors on the Board of the Company are highly experienced, competent and persons of repute in their respective fields, their collective wisdom and prudence brings an ideal mixture of expertise, professionalism, knowledge and experience to the table.

In accordance with the provisions of section 149(10) and (11) of the Act and regulation 25(2) of the Listing Regulations, 2015, the independent directors can hold office for two consecutive terms of maximum period of five years each on the Board of the Company. As regards the appointment and tenure of independent directors, the Company has complied with the provisions of the Act and the Listing Regulations, 2015.

The Company issues a formal letter of appointment to independent directors in the manner as provided in the Act at the time of their appointment/re-appointment. The terms and conditions of appointment/re-appointment of independent directors are available on the Company’s website at https://www.bajajauto.com/investors/miscellaneous

The Company has received declaration from all the independent directors stating that they meet the criteria of independence stipulated under section 149(6) of the Act read with rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and regulations 16 and 25 of the Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent director’s databank of the Indian Institute of Corporate Affairs.

Based on the declarations received from the independent directors, the Board is of the opinion that the independent directors fulfil the conditions of independence specified in the Listing Regulations, 2015 and the Act and are independent of the Management.

During the year under review, none of the independent directors of the Company have resigned before the expiry of their tenure.

Induction and Familiarisation programme

As and when a new director is appointed, as part of the process of induction, the Company has the practice of familiarising the new director with information on various aspects of the Company’s business, including the following:

●Overview of the Company’s business.

●Meeting with the key executives of the Company.

●Visit to the manufacturing plant.

●Apprising with the Company’s Code of Conduct for directors, Insider Trading Codes, etc.

To familiarise independent directors with the Company’s operations, as required under regulation 25(7) of the Listing Regulations, 2015, the Company has held various programmes/presentations for the independent directors throughout the year on an ongoing and continuous basis. Details of these are placed on https://www.bajajauto.com/investors/policies-codes

During FY2025, the directors were updated extensively on the following through presentations/updates at Board meetings:

●Two-wheeler, Three-wheeler and EV business.

●Industry trends and competition.

●Annual business plan and its performance review.

●Risk management framework including functional/business risks, external risks and risk mitigation strategies.

●Succession planning and talent and leadership development.

●Internal controls, regulatory frameworks and compliance.

Orderly succession to Board and senior management

One of the key functions of the Board of Directors is selecting, compensating, monitoring and when necessary, replacing the members of the Board of Directors and the senior managerial personnel including the KMPs. Further, the Nomination and Remuneration Committee is instrumental in identifying successors for Board members and senior management thereby aligning the succession plans with the Company’s strategic and long-term goals.

Pursuant to regulation 17(4) of the Listing Regulations, 2015, the framework of succession planning for the Board and senior management was placed before the Board for its review. During the year under review, the Board of the Company has satisfied itself that the plans are in place for orderly succession of such appointments.

Core skills/Expertise/Competencies

For the effective functioning of the Board, the directors amongst themselves should have a balance of skills, experience and diversity of perspectives appropriate to the Company. The directors possess extensive knowledge and expertise in their areas of function which allows them to make effective contributions to the Board and its Committees.

As stipulated under schedule V of the Listing Regulations, 2015, core skills/expertise/competencies, the Board has identified the skills/expertise/competencies for its effective functioning as required in the context of the business and sector and those actually available with the Board. The details of which are given below:

1.Business and Industry, Management

Domain knowledge in business and understanding of business environment, optimising the development in the industry for improving the Company’s business.

2.Strategic Insight

Ability to evaluate competitive corporate and business strategies and based thereon, contribute towards progressive refinement of the Company’s strategies.

3.Financial Expertise

Understanding of financial policies and financial reporting processes, accounting, taxation, risk management, internal control, capital allocation, resource utilisation.

4.Governance and Compliance

Experience in developing governance and compliance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values.

Table 4: The Chart/matrix of such core skills/expertise/competencies of each director as on the date of this Report is as under:

Name of director		Designation		Core skills/expertise/ competencies of directors
Niraj Bajaj		Chairman		Business & Industry, Management & Strategy, Commercial, Financial Expertise, Governance & Compliance and such other areas.
Rajiv Bajaj		Managing Director and CEO		Business & Industry, Management & Strategy, Product Development, Manufacturing & Sales Operations, CSR & Sustainability.
Sanjiv Bajaj		Non-executive director		Business & Industry, Management & Strategy, Financial Expertise, Information Technology, Human Resources, Governance & Compliance.
Pradeep Shrivastava		Executive director		Management & Strategy, Manufacturing & Operations, Project Management, CSR & Sustainability.
Dr. Naushad Forbes		Independent director		Management & Strategy, Operations, Human Resources & Industrial Relations, Finance & Taxation, Governance & Compliance, CSR & Sustainability.
Anami N. Roy		Independent director		Human Resources & Industrial Relations, Governance & Compliance, Law, Banking, Investment & Treasury Management, CSR & Sustainability.
Rakesh Sharma		Executive director		Management & Strategy, Global Business Operations, Marketing & Sales, Project Management.
Pradip Shah		Independent director		Strategy, Finance & Taxation, Governance & Compliance and such other areas.
Abhinav Bindra		Independent director		Strategy, CSR & Sustainability, Academics & Education, Sports & Administration.
Vinita Bali		Independent director		Management & Strategy, Sales & Marketing, Brand Building, CSR & Sustainability.
Dr. Sangita Reddy		Independent director		Corporate Leadership, Strategy, Governance & Compliance and CSR.

Performance Evaluation of the Board, its Committees, the Chairman and the Directors

Board Evaluation

The annual evaluation process of the Board, its Committees, Chairman and individual directors for FY2025 was conducted as per provisions of the Act and the Listing Regulations, 2015. With a view to maintain high level of confidentiality and ease of doing evaluation, the exercise was carried out online using secured web-based application. Each Board member filled up the online evaluation template on the functioning and overall level of engagement of the Board and its Committees, on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgment, decision-making, management actions, etc. The evaluation templates were designed considering the guidelines issued under the Listing Regulations, 2015 and the Secretarial Standards and taking into consideration the suggestions given by the directors.

Feedback Mechanism

A one-on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer-group evaluation. The directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the Management.

Evaluation Results

The independent directors met on 18 March 2025 to review the performance evaluation of non-independent directors and the entire Board of Directors, including the Chairman, while considering the views of the executive and non-executive directors.

The independent directors were highly satisfied with the overall functioning of the Board and its various Committees, which displayed a high level of commitment and engagement. They also appreciated the exemplary leadership of the Chairman of the Board and its Committees in upholding and following the highest values and standards of corporate governance.

Post the review by the independent directors, the results were shared with the entire Board and its respective Committees. The Board expressed its satisfaction with the evaluation results, which reflects very high degree of engagement of the Board and its Committees with the Management.

Based on the report of performance evaluation, the Board and Nomination and Remuneration Committee determined, as required under law that the term of independent directors may continue. The criteria for evaluation of independent directors, inter alia, includes attendance and participation, openness to ideas, perspectives and opinions, demonstrating highest level of integrity, independent views and judgment, etc.

Directors and Officers Liability Insurance (D&O Policy)

The Company has in place a D&O Policy which is renewed every year. It covers directors (including independent directors) and officers of the Company and its subsidiaries. The Board is of the opinion that the quantum and risks presently covered are adequate.

Certificate from Practising Company Secretary

The Company has received a certificate from Shyamprasad D Limaye, Practising Company Secretary (Membership No. 1587, CP No. 572) to the effect that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority. The certificate forms part of this Corporate Governance Report.

Meetings, Information supplied to the Board and Proceedings

Meetings

The Board generally meets five times in a year. Additional meetings are called as and when required. The maximum time interval between any two consecutive meetings of the Board did not exceed 120 days. In case of urgent business matters, approval of the Board/Committee is obtained by passing a circular resolution, as permitted by law and the same is noted in the subsequent meeting of the Board/Committee. The Company adheres to the Secretarial Standards on the Board and Committee meetings as prescribed by the Institute of Company Secretaries of India. The annual calendar of meetings is broadly determined well before the beginning of the year to enable the directors to plan their schedule and attendance at the meeting.

All Board members are invited and encouraged to attend Committee meetings, even if they are not members.

Information supplied to the Board

In advance of each meeting, the Board is presented with relevant information in the form of agenda notes/presentation on various matters related to the working of the Company, especially those which require deliberation at the highest level. Presentations are also made from time to time to the Board by different functional heads on important matters and key elements of each business. Directors have separate and independent access to the officers of the Company. In addition to such items as required to be placed before the Board for its noting and/or approval, information is provided on various other significant items as well.

In terms of quality and importance, the information supplied by the Management to the Board of the Company is not just limited to the list of items mandated under regulation 17(7) read with part A of schedule II to the Listing Regulations, 2015.

The independent directors of the Company at their meeting held on 18 March 2025 have expressed satisfaction on the quality, quantity and timeliness of flow of information between the Company’s Management and the Board and have confirmed that these significantly aid the Board to effectively and reasonably perform its duties.

Pursuant to various regulatory requirements and in compliance with applicable laws and keeping in view the business requirements, the Board is, inter alia, apprised on the following:

●Business plans, forecast, financial performance and strategic initiatives.

●Capital expenditure and updates.

●Internal financial controls.

●Succession planning and organisation structure.

●Details of incidence of frauds, if any and corrective action taken thereon.

●Performance of subsidiaries.

●Status of compliances with the Companies Act, 2013, the SEBI regulations and shareholder related matters.

●Various policies framed by the Company and revised from time to time.

●Risk management system, Risk Management Policy and strategy followed.

●Compliance with corporate governance standards.

●Changes in regulatory landscape.

To leverage technology and move towards paperless systems, the Company has, since several years, adopted a web-based application for transmitting Board/Committee meetings agenda and other enclosures. This application meets the high standards of security and integrity required for storage and transmission of Board/Committee documents in electronic form.

Proceedings

Apart from the Board members, the Chief Business Development Officer, Chief Financial Officer and Company Secretary attend all the Board meetings. Other senior management executives are invited as and when necessary.

At the meeting, apart from business plans, capex and investment proposal and financial results, all material developments, statutory and governance matters are presented to the Board/respective Committees. The Chairman of various Board Committees brief the Board on all the important matters discussed and decided at their respective Committee meetings, which are generally held prior to the Board meeting.

Minutes of proceedings of each Board and Committee meeting are recorded and draft minutes are circulated to Board/Committee members for their confirmation within 15 days from the date of meeting. The comments/suggestions of the Board/Committee members are invited and duly incorporated in the minutes after which these are entered in the minutes book within 30 days from the date of meeting.

Independent Directors’ Meeting

In compliance with schedule IV to the Act and regulation 25(3) of the Listing Regulations, 2015, the independent directors held their separate meeting on 18 March 2025, without the attendance of non-independent directors and members of Management.

All independent directors were present at the meeting.

The independent directors present elected Vinita Bali as chairperson for the meeting.

The independent directors, inter alia, discussed on changes in the Board, report of performance evaluation of Board, its Committees and Chairman and reviewed the performance of non-independent directors and the Board as a whole and also the performance of Chairman of the Company taking into account the views of executive directors and non-executive directors, assessment of quality, quantity and timeliness of flow of information between the Company’s Management and the Board, etc. and provided their views and expressed satisfaction on each of the matters.

In addition, the independent directors had a separate meeting with senior management personnel to deliberate on various matters concerning the Company’s business.

Committees of the Board

The Company has six committees of the Board, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Duplicate Share Certificate Issuance Committee.

These Committees function under the direct supervision of the Board. Mostly, the Committee meetings are held prior to the Board meeting and the Chairman of the respective Committees brief the Board about the deliberations and decisions taken at the Committee meetings.

Audit Committee

The Company has a duly constituted Audit Committee. The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Act and the Listing Regulations, 2015. In compliance with the provisions of the Act and the Listing Regulations, 2015, all members of the Audit Committee are independent, non–executive directors, are financially literate and have accounting or related financial management expertise.

During FY2025, the Audit Committee met six times: 18 April 2024, 16 July 2024, 16 October 2024, 28 January 2025, 21 February 2025 and 18 March 2025.

Table 5: Composition of the Audit Committee and attendance of members at its meeting(s) held during FY2025

Name of member		Category		No. of meetings attended
Anami N. Roy		Chairman (non-executive, independent director)		6 out of 6
Dr. Naushad Forbes		Member (non-executive, independent director)		5 out of 6
Pradip Shah		Member (non-executive, independent director)		6 out of 6
Vinita Bali(1)		Member (non-executive, independent director)		4 out of 5

Notes:

(1) Vinita Bali was appointed as a member of the Audit Committee by the Board effective from 18 April 2024.

In addition to members of the Audit Committee, these meetings were attended by the heads of finance and internal audit functions, the statutory auditors of the Company and such executives who were considered necessary for providing inputs to the Committee.

The Company Secretary acts as the secretary to the Audit Committee.

The Audit Committee, inter alia, discussed and deliberated on the internal audit reports, financial results, related party transactions including grant of omnibus approval, investment related reports, internal financial controls, utilisation of loans and/or advances from/investment by the Company in subsidiaries, whistle blower/PoSH complaints, etc.

Anami N. Roy, Chairman of the Audit Committee, was present at the previous Annual General Meeting of the Company held on 16 July 2024.

Terms of reference of the Audit Committee

The following terms of reference of the Audit Committee are in accordance with the Act and Listing Regulations, 2015:

Financial Statements:

1.To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2.To review, with the management, the quarterly financial statements before submission to the Board of Directors for approval.

3.To review, with the management, the annual financial statements and auditor’s report thereon before submission to the Board of Directors for approval, with particular reference to:

a.Matters required to be included in the director’s responsibility statement to be included in the Board’s report in terms of section 134(3)(c) of the Companies Act, 2013.

b.Changes, if any, in accounting policies and practices and reasons for the same.

c.Major accounting entries involving estimates based on the exercise of judgment by the management.

d.Significant adjustments made in the financial statements arising out of audit findings.

e.Compliance with listing and other legal requirements relating to financial statements.

f.Disclosure of any related party transactions.

g.Modified opinion(s) in the draft audit report.

4.To review management discussion and analysis of financial condition and results of operations.

5.To review the financial statements, in particular, the investments made by the unlisted subsidiary(s) of the Company.

Audit:

6.To recommend to the Board of Directors for appointment, remuneration and terms of appointment of the auditors of the Company.

7.To approve availing of the permitted non-audit services rendered by the statutory auditors and approval of payment of fees thereof.

8.To review and monitor the auditor’s independence and performance, and effectiveness of audit process.

9.To review, with the management, the performance of statutory and internal auditors, adequacy of the internal control systems.

10.To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

11.To discuss with internal auditors of any significant findings and follow up thereon.

12.To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

13.To discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

14.To review management letters/letters of internal control weaknesses issued by the statutory auditors.

15.To review the internal audit reports relating to internal control weaknesses.

16.To review the appointment, removal and terms of remuneration of the chief internal auditor.

Others:

17.To approve the transactions of the Company and its unlisted subsidiary(s) with related parties, as may be applicable, including any subsequent modifications thereto.

18.To review the utilisation of loans and/or advances from/investment by the Company in its subsidiary company exceeding ₹ 100 crore or 10% of the asset size of the subsidiary company, whichever is lower.

19.To scrutinise inter-corporate loans and investments.

20.To undertake valuation of undertakings or assets of the Company, wherever it is necessary.

21.To evaluate internal financial controls and risk management systems.

22.To review the functioning of the whistle blower mechanism.

23.To approve the appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

24.To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

25.To consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

26.To review the investment policy.

27.To review, with the management, the statement of use/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutional placement and making appropriate recommendations to the Board of Directors to take up steps in this matter.

28.To review the statement of deviations:

a.quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of regulation 32(1) of the Listing Regulations, 2015.

b.annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of regulation 32(7) of the Listing Regulations, 2015.

29.To review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively.

30.To carry out any other function mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

Nomination and Remuneration Committee

The Company has a duly constituted Nomination and Remuneration Committee. The Committee also acts as a Compensation Committee for implementation of the Bajaj Auto Employee Stock Option Scheme 2019.

During FY2025, the Nomination and Remuneration Committee met four times: 18 April 2024, 16 July 2024, 28 January 2025 and 18 March 2025.

Table 6: Composition of Nomination and Remuneration Committee and attendance of members at its meeting(s) held during FY2025
Name of member		Category		No. of meetings attended
Dr. Naushad Forbes		Chairman (non-executive, independent director)		4 out of 4
Niraj Bajaj		Member (non-executive, non-independent director)		4 out of 4
Abhinav Bindra		Member (non-executive, independent director)		4 out of 4

The Company Secretary acts as the secretary to the Nomination and Remuneration Committee.

As provided under the terms of reference of the Nomination and Remuneration Committee, the members, inter alia, discussed and deliberated on appointment/re-appointment, performance assessment and payment of remuneration to directors and senior management and grant of stock options, etc.

Dr. Naushad Forbes, Chairman of the Nomination and Remuneration Committee, was present at the previous Annual General Meeting of the Company held on 16 July 2024.

Terms of reference of the Nomination and Remuneration Committee

The following terms of reference of the Nomination and Remuneration Committee are in accordance with the Act and Listing Regulations, 2015:

Appointment and Re-appointment of Directors & Senior Management:

1.To formulate the criteria for determining qualifications, positive attributes and independence of a director.

2.To devise a policy on diversity of the Board of Directors.

3.To identify the persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

4.For every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board of Directors and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board of Directors for appointment as an independent director shall have the capabilities identified in such description.

For the purpose of identifying suitable candidates, the Committee may:

a.consider candidates from a wide range of backgrounds, having due regard to diversity;

b.consider the time commitments of the candidates;

c.use the services of external agencies, if required.

5.To consider whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent director.

Performance evaluation:

6.To formulate criteria/manner for effective evaluation of performance of the Board of Directors, its committees and individual directors to be carried out either by the Committee or the Board or by an independent external agency and review its implementation and compliance.

7.To undertake the annual performance assessment of the key managerial personnel and other senior management employees.

Compensation:

8.To recommend to the Board of Directors the remuneration policy for the directors, key managerial personnel and other employees.

The Committee shall ensure the following while formulating the said policy:

a.the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b.relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

c.remuneration to directors, key managerial personnel and senior management involves a balance between fixed pay and performance incentive reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

9.To recommend to the Board of Directors, all remuneration, in whatever form, payable to senior management.

10.To review and recommend to the Board of Directors the revision in the remuneration to be paid to the Managing Director and CEO and the executive director(s) based on their performance.

Compensation Committee:

11.To act as the Compensation Committee for administration of the employee stock option schemes and to perform such other functions in terms of the schemes or as may be required under the law or delegated by the Board of Directors, from time to time.

Others:

12.To carry out any other function(s) mandated by the Board of Directors, from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

Remuneration Policy

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a Remuneration Policy. This policy, inter alia, provides (a) the criteria for determining qualifications, positive attributes and independence of directors, (b) a policy on remuneration for directors, key managerial personnel and other employees and (c) details of the employee stock option scheme.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The said Remuneration Policy as in force is placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Stakeholders’ Relationship Committee

The Board has a duly constituted Stakeholders’ Relationship Committee to specifically oversee various shareholders’ related matters.

During FY2025, the Stakeholders’ Relationship Committee met on 28 January 2025 to review the status of various matters relating to investors’ services. At the meeting, the Committee also reviewed the service standards of the Company’s registrar and share transfer agent and the measures taken for timely and effective investors’ grievance redressal that can facilitate better investor services and relations. The Board was apprised of all the major developments on investors’ issues through various reports and statements furnished from time to time throughout the year.

Table 7: Composition of Stakeholders’ Relationship Committee and attendance of members at its meeting(s) held during FY2025
Name of member		Category		Attendance at the meeting held on 28 January 2025
Pradip Shah		Chairman (non-executive, independent director)		Yes
Niraj Bajaj		Member (non-executive, non-independent director)		Yes
Abhinav Bindra		Member (non-executive, independent director)		Yes

Rajiv Gandhi, Company Secretary is the Compliance Officer and acts as the secretary to the Stakeholders’ Relationship Committee.

The Committee expressed its satisfaction on the overall status of compliance and actions taken on various investor related matters.

Pradip Shah, Chairman of the Stakeholders’ Relationship Committee, was present at the previous Annual General Meeting of the Company held on 16 July 2024.

Details of investors’ grievance redressal

Table 8: Investors' complaints received and resolved during FY2025
Particulars		Attended/resolved during the FY2025
Pending at the beginning of the year		0
Received during the year		21
Disposed of during the year		21
Pending at the end of the year		0

More details on this subject and on shareholders’ related matters including unclaimed suspense account have been furnished in General Shareholder Information.

Terms of reference of the Stakeholders’ Relationship Committee

The terms of reference of the Committee are in accordance with the Act and Listing Regulations, 2015 and the same are as under:

1.To resolve the grievances of the security holders including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.

2.Review measures taken for effective exercise of voting rights by shareholders.

3.Review adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent.

4.Review various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

Corporate Social Responsibility Committee

This is given as a separate chapter in the Annual Report on CSR.

Risk Management Committee

The Company has a duly constituted Risk Management Committee in compliance with the provisions of the Listing Regulations, 2015. The Risk Management Committee oversees the overall risk management processes of the Company and ensures that the business risks are identified and addressed by the Management.

During FY2025, the Risk Management Committee met twice: 16 October 2024 and 18 March 2025.

Table 9: Composition of Risk Management Committee and attendance of members at its meeting(s) held during FY2025
Name of member		Category		No. of meetings attended
Anami N. Roy		Chairman (non-executive, independent director)		2 out of 2
Pradip Shah		Member (non-executive, independent director)		2 out of 2
Dinesh Thapar		Member (chief financial officer)		2 out of 2

The Company Secretary acts as the secretary to the Risk Management Committee.

Terms of reference of the Risk Management Committee

The detailed terms of reference of the Risk Management Committee are in accordance with the Listing Regulations, 2015 and the same are as under:

1.To formulate a detailed Risk Management Policy which shall include:

a.A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

b.Measures for risk mitigation including systems and processes for internal control of identified risks.

c.Business continuity plan.

2.To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

3.To monitor and oversee implementation of the Risk Management policy, including evaluating the adequacy of risk management systems.

4.To periodically review the Risk Management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity.

5.To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken.

6.The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the Risk Management Committee.

7.The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors.

8.To perform such other functions as the Board may deem fit from time to time, which shall also cover cyber security.

The Company has a Board approved risk management framework. The Committee and the Board periodically review the Company’s risk assessment and minimisation procedures to ensure that Management identifies, controls and mitigates various risks associated with the business of the Company through a properly defined framework.

Duplicate Share Certificate Issuance Committee

To meet the requirement of section 46 of the Act read with rule 6 of the Companies (Share Capital and Debentures) Rules, 2014 and regulation 39 of the Listing Regulations, 2015, the Company has Duplicate Share Certificate Issuance Committee to approve issuing of letter of confirmation(s) in lieu of original share certificate(s) that were lost or misplaced, the composition of which is given in Table 10 below.

As a measure to enhance ease of dealing in securities market by the investors, SEBI through its circular dated 25 January 2022 has mandated listed entities to issue securities in dematerialised form only while processing any service request including issue of duplicate share certificate(s).

Table 10: Composition of the Duplicate Share Certificate Issuance Committee and attendance of members at its meeting(s) held during FY2025
Name of member		Category		Attendance at the meeting held on 28 January 2025
Rajiv Bajaj		Chairman (Managing Director and CEO, executive director)		Yes
Pradeep Shrivastava		Member (executive director)		Yes
Rakesh Sharma		Member (executive director)		Yes

Recommendations of Committees of the Board

During FY2025, the Board of Directors accepted all the recommendations as and when received from its Committees on different matters.

Details of remuneration paid to directors during FY2025

Non-executive directors

The Company pays sitting fees of ₹ 100,000 per meeting to its non-executive directors for attending meetings of the Board and its Committees (except Duplicate Share Certificate Issuance Committee).

The shareholders of the Company through a special resolution passed at the Annual General Meeting of the Company held on 22 July 2021, by way of an enabling provision, have accorded approval for payment of commission up to a sum not exceeding one percent of the net profits of the Company, calculated in accordance with the provisions of section 197 and 198 of the Act, to the non-executive directors, in the manner as may be decided by the Board of Directors from time to time during the five year term up to 31 March 2026.

Consistent with this approval from the shareholders, the Company pays commission to the non-executive directors within the ceiling of one percent of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee and distributed amongst the non-executive directors. At present, the commission is paid @ ₹ 315,000 per meeting of the Board and/or Committees.

The commission is paid after the audited financial statements are approved by the Board of Directors and adopted by the shareholders at the Annual General Meeting.

Compensation to the non-executive (including independent) directors reflects the time, effort, attendance and participation of such directors in the Board and Committee meetings. Payment to them is linked to their attendance.

The Company has adopted the Bajaj Auto Employee Stock Option Scheme 2019 (‘the Scheme’) for the benefit of the permanent employees and/or directors of the Company and/or its holding (if any, in future) and subsidiary company(ies), but excluding independent directors and any employee who is a promoter or belonging to the promoter group. During the year under review, the shareholders at the Annual General Meeting held on 16 July 2024 had approved changes to the Scheme, inter alia, to cater to expanded categories and base of employees to include the employees of group and associate companies for grant of options in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Scheme also amended certain criteria relating to retirement, transfers/deputation, death/permanent incapacity.

Pecuniary relationship/transaction with non-executive directors

During FY2025, there were no pecuniary relationship or transactions of any non-executive directors with the Company, apart from their remuneration as directors.

During FY2025, the Company did not advance any loans to any of the non-executive directors and/or the Managing Director.

Criteria of making payments to non-executive directors

The Remuneration Policy disclosing the criteria of making payments to directors, key managerial personnel and employees is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Executive directors

Managing Director and Chief Executive Officer (‘MD’) and two executive directors (‘EDs’) are paid salaries, perquisites and allowances, company’s contribution to provident fund, etc. The executive directors are entitled to superannuation benefits payable in the form of an annuity from an approved life insurance company, which forms part of the perquisites allowed to them. The executive directors are also granted stock options in terms of the Bajaj Auto Employee Stock Option Scheme 2019, as amended.

During the year under review, none of the directors were paid any performance-linked incentive, apart from Pradeep Shrivastava and Rakesh Sharma, who are executive directors. The remuneration payable to the executive directors is benchmarked annually and is reviewed by the Nomination and Remuneration Committee (‘NRC’). The revisions to the remuneration payable to the executive directors is reviewed by the NRC based on their performance evaluation, achievement of targets and performance of the Company.

The tenure of MD and EDs is of five years each from the date of their respective appointment/re-appointment with a notice period of ninety days. MD and EDs are also entitled to other perquisites and benefits mentioned in the agreement entered into by them with the Company.

Details of remuneration paid to the non-executive and executive directors are given below:

Table 11: Remuneration paid/payable to directors for FY2025
(Amount in ₹ )
Name of director		Category		Sitting fees		Salary and perquisites		Commission		Total
Niraj Bajaj		Chairman, non-executive, non-independent director		1,300,000		–		4,095,000		5,395,000
Rajiv Bajaj		Managing Director and CEO, executive director		–		233,676,325		352,148,400		585,824,725
Sanjiv Bajaj		Non-executive, non-independent director		800,000		–		2,520,000		3,320,000
Pradeep Shrivastava*		Whole-time Director, executive director		–		283,317,842		–		283,317,842
Dr. Naushad Forbes		Non-executive, independent director		1,800,000		–		5,670,000		7,470,000
Anami N. Roy		Non-executive, independent director		1,600,000		–		5,040,000		6,640,000
Rakesh Sharma*		Whole-time Director, executive director		–		168,130,754		–		168,130,754
Pradip Shah		Non-executive, independent director		1,700,000		–		5,355,000		7,055,000
Abhinav Bindra		Non-executive, independent director		1,500,000		–		4,725,000		6,225,000
Vinita Bali		Non-executive, independent director		1,100,000		–		3,465,000		4,565,000
Dr. Sangita Reddy		Non-executive, independent director		400,000		–		1,260,000		1,660,000

Notes:

*Pradeep Shrivastava and Rakesh Sharma, the executive directors of the Company are entitled to employee stock options as per Bajaj Auto Employee Stock Option Scheme 2019, as amended. The above remuneration is exclusive of fair value of options granted as per Black Scholes model in the year of vesting.

Bajaj Auto Employee Stock Option Scheme 2019 (‘BAL-ESOS 2019’/ ‘the Scheme’)

BAL-ESOS 2019 has been formulated by the Nomination and Remuneration Committee of the Board to provide competitive remuneration opportunities to employees of the Company, through annual and long-term incentive plans. During the year under review, 10,940 options each were granted to the executive directors and other eligible employees at a grant price of ₹ 8,919.15, being the closing market price on the NSE on the day preceding the day of grant. These grants will vest over a period of four years (25% every year) after a period of one year from the date of grant.

During the year under review, the Scheme was amended, inter alia, to expand the categories and base of employees who could be eligible for grant of options in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP Regulations’). The Scheme was also amended to include enabling provisions for vesting and exercise of stock options in case of retirement, transfers/deputation, death/permanent incapacity. The same has been approved by way of the special resolution(s) passed by the shareholders at the Annual General Meeting held on 16 July 2024. The amended Scheme is in compliance with the ESOP Regulations.

In terms of the Listing Regulations, 2015, the amended Scheme is available on the website of the Company at https://www.bajajauto.com/investors/disclosures-under-regulation-46-of-the-sebi-lodr

Senior Management

During the year under review, the particulars of the senior management pursuant to the provisions of regulation 16(1)(d) of the Listing Regulations, 2015 and changes therein are as under:

Name of the senior management personnel		Designation
S Ravikumar		Chief Business Development Officer
Dinesh Thapar		Chief Financial Officer
Ramtilak Ananthan		Chief Technology Officer (effective from 1 April 2024)
Ravi Kyran Ramasamy		Chief Human Resources Officer
Amitabh Lal Das		General Counsel (up to 17 September 2024)
Baminee Viswanat		General Counsel (effective from 19 February 2025)
Rajiv Gandhi		Company Secretary and Compliance Officer

Disclosures

Information on general body meetings and special resolution(s) passed

A. Details of Annual General Meetings (AGM) held during last three years

Details of AGM		Location		Date and time of AGM		Details of special resolution(s) passed at the AGM, if any
15th AGM (e-AGM)		Conducted through video conference/other audio visual means. The deemed venue is the registered office of the Company at Mumbai – Pune Road, Akurdi, Pune – 411035.		26 July 2022 at 2:00 p.m.		1. Re-appointment of Dr. Naushad Forbes as an independent director of the Company for a second term of five consecutive years with effect from 18 May 2022. 2. Re-appointment of Anami N. Roy as an independent director of the Company for a second term of five consecutive years with effect from 14 September 2022.
16th AGM* (Physical)		Conducted at the registered office of the Company at Mumbai – Pune Road, Akurdi, Pune – 411035.		25 July 2023 at 2:00 p.m.		1. Re-appointment of Rakesh Sharma as whole-time director of the Company for a period of five years with effect from 1 January 2024.
17th AGM* (Physical)		Conducted at the registered office of the Company at Mumbai – Pune Road, Akurdi, Pune – 411035.		16 July 2024 at 2:00 p.m.		1. Modification to the Bajaj Auto Employee Stock Option Scheme 2019. 2. Approval to extend the benefits and grant of options to the employee(s) of associate and group company(ies), if any, in addition to holding and subsidiary company(ies) under Bajaj Auto Employee Stock Option Scheme 2019.

*In terms of the provisions of the Listing Regulations, 2015, one way live webcast of the proceedings was also provided.

All resolutions proposed by the Board have been passed with requisite majority by the shareholders.

B. Details of special business passed through postal ballot during last year

During FY2025, the Company had sought approval of the members through postal ballot (special resolutions) and the details of the same are given below:

Date of postal ballot notice				Votes (No. of shares and %)				Date of passing the resolution
		Items of special business		In favour		Against
16 July 2024		Appointment of Dr. Sangita Reddy (DIN: 00006285) as a non-executive independent director of the Company for a term of five consecutive years with effect from 16 July 2024. (Special Resolution)		225,964,853 (99.49%)		1,158,124 (0.51%)		30 August 2024
18 March 2025		Re-appointment of Rajivnayan Rahulkumar Bajaj (DIN: 00018262) as Managing Director and Chief Executive Officer of the Company for a period of five years with effect from 1 April 2025. (Special Resolution)		201,064,466 (92.00%)		17,474,904 (7.99%)		30 April 2025
18 March 2025		Re-appointment of Abhinav Bindra (DIN: 00929250) as a non-executive independent director of the Company for a second term of five consecutive years with effect from 20 May 2025. (Special Resolution)		215,354,568 (98.51%)		3,244,237 (1.48%)		30 April 2025

The Company had appointed Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587, CP No. 572) as the scrutiniser for conducting the postal ballot including remote e-voting process in a fair and transparent manner.

Other than those stated hereinabove, no special resolution is proposed to be passed through the postal ballot up to the date of this Annual Report.

Procedure for Postal Ballot

●In compliance with the provisions of sections 108, 110 and other applicable provisions of the Act read with rules issued thereunder & the general circulars issued in this regard by the Ministry of Corporate Affairs (‘MCA’) and the Listing Regulations, 2015, the Company provided the facility to the members to exercise votes through electronic voting system (‘remote e-voting’) for postal ballot conducted during the year under review. The Company had engaged the services of its registrar and share transfer agent, i.e., KFin Technologies Ltd. for the purpose of providing remote e-voting facility to all its members.

●Postal ballot notices, inter alia, detailing the voting instructions were sent through email only, to all those members who had registered their email addresses with the Company/depositories, in view of the relaxation granted by MCA. The notices of aforementioned postal ballot are available on the Company’s website at https://www.bajajauto.com/investors/disclosures

●The Company also published notice in the newspapers for the information of the members. Voting rights were reckoned on the equity shares held by the members as on the cut-off date.

●Pursuant to the provisions of the Act, the Company had appointed a scrutiniser for conducting the postal ballot process in a fair and transparent manner. The scrutiniser submited his consolidated report to the Chairman and the voting results were announced by the Chairman by placing the same along with the scrutiniser’s report on the Company’s website, besides being communicated to the stock exchanges.

Related party transactions

All related party transactions (‘RPTs’) entered into by the Company during the year under review, were on an arm’s length basis and in the ordinary course of business and were not material in terms of regulation 23 of the Listing Regulations, 2015. Prior approval of the Audit Committee was obtained for all related party transactions. On a quarterly basis, details of such transactions were placed before the Audit Committee for noting/review.

During FY2025, there were no materially significant related party transactions that may have potential conflict with the interest of the Company at large. The RPTs undertaken by the Company were in compliance with the applicable provisions of the Act, the Listing Regulations, 2015 and as per the Company’s policy on materiality & dealing with related party transactions.

A statement showing the disclosure of transactions with related parties as required under Indian Accounting Standard 24 (Ind AS-24) is set out separately in this Annual Report. Disclosures relating to RPTs on a half-yearly basis are filed with the stock exchanges.

The policy on materiality of RPTs stipulating threshold limits and also on dealing with RPTs including material modifications definition, as revised by the Board pursuant to the recent amendments to the Listing Regulations, 2015, is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Subsidiary companies

The Company has two Indian subsidiaries, viz., Bajaj Auto Technology Ltd. (formerly Chetak Technology Ltd.) and Bajaj Auto Credit Ltd. and five overseas subsidiaries, viz., PT. Bajaj Auto Indonesia, Bajaj Auto International Holdings BV, Netherlands, Bajaj Auto (Thailand) Ltd., Bajaj Auto Spain, S. L.U. and Bajaj Do Brasil Comercio De Motocicletas Ltda. None of these subsidiaries are ‘material subsidiaries’ as defined under regulation 16(1)(c) of the Listing Regulations, 2015, as amended.

The Company’s policy for determination of material subsidiary, as revised in terms of the recent amendments to regulation 16(1)(c) of the Listing Regulations, 2015, is placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Provisions to the extent applicable and as required under regulation 24 of the Listing Regulations, 2015 with reference to subsidiary companies were duly complied with.

During the year, the Audit Committee reviewed the financial statements (in particular, the investments made) of its unlisted subsidiary companies, to the extent applicable. Minutes of the Board meetings of the subsidiary companies as well as a statement of significant transactions and arrangements entered into by the subsidiaries, as applicable, were regularly placed before the Board of the Company.

During FY2025, no company became or ceased to be the Company’s subsidiary company or joint venture company.

Code of conduct

Regulation 17(5) of the Listing Regulations, 2015, requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of independent directors as laid down in the Act.

The Company has a Board approved Code of Conduct for Board members and senior management of the Company. Based on the review, the Code of Conduct was revised in line with the recent amendments to the applicable regulations and was duly approved by the Board at its meeting held on 18 March 2025. The updated Code has been placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes

All directors and senior management personnel have affirmed compliance with the Code for FY2025. A declaration to this effect signed by the Managing Director and CEO is given in this Corporate Governance Report.

Disclosure of material transactions

Pursuant to regulation 26(5) of the Listing Regulations, 2015, senior management has made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had (or were deemed to have had) personal interest that might have been in potential conflict with the interest of the Company. There was only one case involving a member of the senior management. In this instance, the disclosure was discussed, reviewed and found to be in order by the Board.

Review of legal compliance reports

The Company has in place a robust legal compliance reporting system and the same is reviewed from time to time.

The Board periodically reviews compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the Management.

Compliances by the Company

●There were no non-compliance of any legal requirements; nor has there been any penalty or stricture imposed on the Company by any stock exchange, the Securities and Exchange Board of India or any statutory authority on any matter related to capital markets during the last three years.

●The Company has complied with the requirements specified in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) of the Listing Regulations, 2015.

●The Managing Director and CEO and the CFO have certified to the Board regarding the financial statements and other such matters as required under regulation 17(8) read with part B of schedule II to the Listing Regulations, 2015.

●The Company has complied with all the disclosure requirements of Corporate Governance Report as specified under schedule V to the Listing Regulations, 2015.

●The Company has not been informed of any agreement under regulation 30A(1) read with clause 5A of paragraph A of part A of schedule III to the Listing Regulations, 2015. Accordingly, there were no disclosures under the said provisions to the stock exchanges.

Compliances regarding Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (‘SEBI PIT Regulations’) the Company has a Board approved Code of Conduct to regulate, monitor and report trading by its Designated persons and immediate relatives of Designated Persons (‘Code of Conduct’) and a Code of practices and procedures for Fair Disclosure of Unpublished price Sensitive Information (‘Code of Fair Disclosure’).

Wherever non-compliance by an employee concerned was observed, penalty was levied and the amount was remitted to the stipulated fund.

In order to spread awareness on prevention of insider trading and to aid the designated persons to fulfil their obligations under the SEBI PIT Regulations, the Company periodically circulates informatory emails along with the code and policies on Insider Trading, Do’s and Dont’s, etc. In addition to this, training sessions are conducted by the officials of secretarial department in order to educate and sensitise the designated persons.

The Audit Committee and the Board at its meeting held on 18 March 2025 had reviewed the compliance in terms of regulation 9A(4) of the SEBI PIT Regulations and confirmed that the systems for internal control with respect to the SEBI PIT Regulations are adequate and are operating effectively.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

This disclosure is given in the Directors’ Report.

Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to the requirements of section 177(9) of the Act and regulation 22 of the Listing Regulations, 2015.

The Whistle Blower Policy/vigil mechanism provides a route for directors/employees to report, without fear of victimisation, any unethical behaviour, suspected or actual fraud, violation of the Company’s code of conduct and instances of leak of unpublished price sensitive information, which are detrimental to the organisation’s interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimisation or any other unfair employment practice.

The said policy has been appropriately communicated to the employees within the organisation and also has been placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes

The directors in all cases and employees in appropriate cases have direct access to the Chairman of the Audit Committee. The Company affirms that no employee has been denied access to the Audit Committee, which is charged with overseeing this policy.

During the year under review, eight complaints were received under the above mechanism. The cases investigated were mainly in the nature of fraud, misbehaviour, misuse of Company’s resources, violation of company policies/code, etc. Appropriate actions have been taken in these matters including termination of employees, imposition of fine, issuance of warning letters and reporting the matter to the statutory auditors and the Audit Committee. The financial impact of the reported cases was insignificant and caused no material damages to the Company.

Dividend Distribution Policy

The Company has adopted a Dividend Distribution Policy. More particulars are given in the Directors’ Report. The said policy is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Disclosures in financial statements

Suitable disclosures have been made in the financial statements, together with the Management’s explanation in the event of any treatment being different from that prescribed in the Ind AS.

Disclosure of commodity price risk or foreign exchange risk and hedging activities

During FY2025, the Company neither traded in nor had any exposure in commodities markets.

The details of the Company’s foreign currency risk and hedging are provided in the notes to the standalone financial statements.

Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under regulation 32(7A) of the Listing Regulations, 2015

The Company has not raised funds through preferential allotment or qualified institutions placement during the year under review.

Disclosure of loans and advances in the nature of loans to firms/companies in which directors are interested

During FY2025, the Company and its subsidiaries have not provided any loans and advances in the nature of loans to firms/companies in which its directors are interested in terms of the provisions of section 184 of the Act.

Means of communication

●Publication of financial results and other notices: Quarterly, half-yearly and annual financial results of the Company and other public notices issued for the shareholders are published in leading English and Marathi language dailies, such as Financial Express and Kesari – Pune edition. An official press release is also issued. The half-yearly results are also sent via email to the shareholders, whose email addresses are registered with the Company.

●Company website: A separate dedicated section ‘Shareholders’ is maintained on the Company’s website, viz. www.bajajauto.com for ease of access to the shareholders. The information required to be disseminated as per regulations 30 and 46 of the Listing Regulations, 2015 and the applicable provisions of the Act is made available on the Company’s website. These more particularly include quarterly financial results, annual reports, press releases, earnings call transcripts, corporate governance policies and codes, shareholding pattern and other disclosures filed with the stock exchanges, details of the corporate contact persons and registrar and share transfer agent of the Company, etc.

●Analysts/Institutional investors meet: The Company conducts quarterly conference calls/meetings with analysts/institutional investors immediately after declaration of financial results to brief them on the performance of the Company. In compliance with regulation 46 of the Listing Regulations, 2015, the schedule, audio recordings and transcripts of the analyst/institutional investor conference call are hosted on the Company’s website besides being communicated to the stock exchanges.

●Stock exchange(s) intimations: All financial and other vital official news releases and documents under the Listing Regulations, 2015 are also communicated to BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE), where shares of the Company are listed, besides being placed on the Company’s website.

●Communication to investors: Sections 20 and 136 of the Act read with the Companies (Accounts) Rules, 2014 and the applicable provisions of the Listing Regulations, 2015 permit companies to service delivery of documents electronically at the registered members’/shareholders’ email addresses. During the year under review, the Company sent documents, such as notice calling the general meeting/postal ballot, audited financial statements, directors’ report, auditors’ report, credit of dividend intimation letters, half-yearly financial results, etc. in electronic form at the email addresses provided by the shareholders and made available by them to the Company through the depositories. Shareholders desiring to receive the said documents in printed form continue to get the same upon request. The Company has a dedicated email address exclusively for investor services, viz., investors@bajajauto.co.in and the same is prominently displayed on the Company’s website.

Statutory Auditors

S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) are the statutory auditors of the Company. Total fees paid by the Company and its subsidiaries, on a consolidated basis to the auditors including all entities in their network firm/network entity of which they are a part is given below:

(₹ In Crore)
Sr. No.		Particulars		Statutory Audit Fee		Other Services
1		Bajaj Auto Ltd.		1.80		2.16
2		PT. Bajaj Auto Indonesia		–		–
3		Bajaj Auto International Holdings BV, Netherlands		–		–
4		Bajaj Auto (Thailand) Ltd.		0.08		–
5		Bajaj Auto Spain, S.L.U.		–		–
6		Bajaj Auto Technology Ltd. (Formerly ‘Chetak Technology Ltd.’)		0.03		–
7		Bajaj Auto Credit Ltd.		–		–
8		Bajaj Do Brasil Comercio De Motocicletas Ltda		–		–

Auditors’ certificate on corporate governance

The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to corporate governance laid down in part E of schedule V to the Listing Regulations, 2015. This is annexed to the Directors’ Report and will be sent to the stock exchanges, along with the Annual Report to be filed by the Company.

Compliance of mandatory and discretionary requirements

Mandatory

The Company has complied with all the mandatory requirements of the Listing Regulations, 2015.

Discretionary

The Company has also complied with the discretionary requirements as under:

1.The Board

A Chairman’s office has been made available for the non-executive Chairman. He is allowed reimbursement of expenses incurred in performance of his duties.

2.Shareholder rights

The annual financial results of the Company are sent to the shareholders and also posted on the Company’s website; extracts of these results in the prescribed format are published in newspapers on an all-India basis.

As a part of good corporate governance practice, the Company sends its half-yearly financial results to shareholders whose email addresses are registered with the depository participants through email after they are approved by the Board and disseminated to the stock exchanges.

3.Modified opinion(s) in audit report

The Company confirms that its financial statements are with unmodified audit opinion.

4.Separate posts of Chairperson and the Managing Director

The positions of Chairperson and Managing Director are held by two different persons who are not related to each other.

5.The internal auditor reports directly to the Audit Committee.

Policies

The Company has various policies and codes, duly approved by the Board. The same are reviewed periodically, to incorporate the changes required in terms of the amendments to the applicable laws or as per the changing business dynamics. The following contains the link to key policies and codes adopted by the Company:

Sr. No.		Name of Policy		Website Link
1		Whistle Blower Policy/Vigil Mechanism		https://www.bajajauto.com/-/media/bajajauto/Investors/code-policy/Whistle-Blower-Policy.ashx
2		Remuneration Policy		https://www.bajajauto.com/-/media/bajaj-auto/Investors/Codes-Policies/Corporate-Governance/BAL—Revised-Remuneration-Policy-25-Apr-2023.ashx
3		Policy of materiality of & dealing with related party transactions		https://www.bajajauto.com/-/media/bajaj-auto/investors/codes-policies/corporate-governance/policy-on-materiality-dealing-with-related-party-transactions.pdf
4		Policy for determining material subsidiaries		https://www.bajajauto.com/-/media/bajaj-auto/investors/codes-policies/corporate-governance/policy-for-determining-material-subsidiaries-7425.pdf
5		Policy on determination of materiality for disclosure of events or information		https://www.bajajauto.com/-/media/bajaj-auto/investors/codes-policies/corporate-governance/bal-materiality-policy-16072024.pdf
6		Performance evaluation criteria for Board, committees of Board and directors		https://www.bajajauto.com/-/media/bajaj-auto/Investors/Codes-Policies/Corporate-Governance/final-evaluation-criteria-for-ids.ashx
7		Dividend Distribution Policy		https://www.bajajauto.com/-/media/bajaj-auto/investors/codes-policies/corporate-governance/dividend-distribution-policy—18-october-2023.pdf
8		Corporate Social Responsibility Policy		https://www.bajajauto.com/-/media/bajajauto/Investors/code-policy/BAL-Revised-CSR-Policy-29-April-2021.ashx
9		Code of practices and procedures for fair disclosure of unpublished price sensitive information		https://www.bajajauto.com/-/media/bajaj-auto/investors/codes-policies/corporate-governance/code-for-fair-disclosure-25.pdf
10		Code of Conduct for directors and senior management		https://www.bajajauto.com/-/media/bajaj-auto/investors/codes-policies/corporate-governance/bal-code-for-directors-sr-mgt-18-mar-25.pdf
11		Archival Policy		https://www.bajajauto.com/-/media/bajaj-auto/Investors/Codes-Policies/Corporate-Governance/bal-policy-on-archival-of-disclosures.ashx

Report on corporate governance

This chapter, read together with the information given in the Directors’ Report and the chapters on Management Discussion and Analysis and General Shareholder Information, constitute the compliance report on corporate governance for FY2025. The Company has been regularly forwarding the quarterly compliance report to the stock exchanges as required under regulation 27(2) of the Listing Regulations, 2015. During the year under review, no cyber security incidents or breaches or loss of data or documents were observed in quarterly compliance report.

Declaration by Chief Executive Officer (MD)

[Regulation 34(3) read with schedule V (part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I, Rajiv Bajaj, Managing Director and CEO of Bajaj Auto Ltd. hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct for Board of Directors and Senior Management of the Company for the year ended 31 March 2025.

Rajiv Bajaj

Managing Director and CEO

Pune: 29 May 2025