DIRECTORS’ REPORT

Dear Members,

The directors are pleased to present the Eighteenth Annual Report of Bajaj Auto Ltd. (‘your Company’/’the Company’/‘Bajaj Auto’) together with the Audited Financial Statements for the financial year ended 31 March 2025.

Performance Highlights

A Record year on Revenue and Profits

●Revenue crossed the ₹ 50,000 crore mark for the first time, up 12% YoY, led by record sales of both vehicles and spares

●At ₹ 10,101 crore, up 14% YoY, EBITDA clocked an all-time high; Profit after Tax also hit a new record at over ₹ 8,000 crore

The summary of operational and financial performance of your Company is elaborated in the report on Management Discussion and Analysis, which forms part of this Annual Report.

The summary of performance highlights is presented below:

Sales in numbers

Particulars		FY2025		FY2024*
Two-wheelers		3,982,309		3,727,923
Commercial vehicles		668,657		623,010
Total		4,650,966		4,350,933
of which exports		1,863,281		1,636,210

*This includes sales of Bajaj Auto Technology Ltd., a wholly owned subsidiary of the Company.

Financial performance

(₹ In Crore)
Particulars		Standalone				Consolidated
		FY2025		FY2024		FY2025		FY2024
Total revenue		51,431.25		46,087.68		52,468.96		46,306.45
Total expenses		40,379.36		36,265.67		41,329.95		36,534.00
Share of profit/(loss) of associate		–		–		(915.48)		267.59
Profit before tax		11,051.89		9,822.01		10,223.53		10,040.04
Tax expense		2,689.21		2,343.22		2,687.54		2,331.80
Deferred Tax- exceptional item		211.26		–		211.26		–
Profit for the year		8,151.42		7,478.79		7,324.73		7,708.24
Basic Earnings per share (₹)		292.1		264.6		262.4		272.7
Diluted Earnings per share (₹)		291.5		264.3		262.0		272.4

Closing balances in reserve/other equity

(₹ In Crore)
Particulars		Standalone				Consolidated
		FY2025		FY2024		FY2025		FY2024
General reserve		6,389.60		6,389.60		6,389.60		6,389.60
Retained earnings		22,419.94		16,416.32		24,498.81		19,666.70
Cash flow hedging reserve		–		–		(24.28)		–
Statutory Reserve		–		–		11.66		–
Foreign exchange difference of subsidiary on paid-up capital		–		–		0.27		0.28
Foreign currency translation reserve		–		–		911.75		787.95
FVTOCI reserve		2,871.20		1,665.71		2,871.59		1,665.71
Capital reserve		–		–		63.14		63.14
Securities premium		115.57		86.31		115.57		86.31
Capital redemption reserve		10.41		10.41		10.41		10.41
Share based payments reserve		99.44		102.46		99.44		102.62
Treasury shares		(38.48)		(89.49)		(38.48)		(89.49)
Total		31,867.68		24,581.32		34,909.48		28,683.23

Note: Detailed movement of above reserves can be seen in ‘Statement of Changes in Equity’ in the financial statements, which forms part of this Annual Report.

Dividend Distribution Policy

The Dividend Distribution Policy of your Company sets out the parameters and circumstances that will be considered by the Board in determining the distribution of dividend in terms of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations, 2015’).

Pursuant to the provisions of the said regulation, the latest amended policy is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Dividend

Considering your Company’s outstanding financial performance and to upkeep the consistent track record of rewarding its shareholders with a generous dividend payout, the Board is pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting (‘AGM’), payment of dividend of ₹ 210 per equity share of ₹ 10 each (2100%) for the year ended 31 March 2025 totalling to ₹ 5,864 crore.

The dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy of the Company.

The said dividend, if approved by the members at the ensuing AGM will be paid to those members whose name appears on the Register of Members (including Beneficial Owners) of the Company as at the end of 20 June 2025 and will be subject to deduction of tax at source at prescribed rates pursuant to the Income Tax Act, 1961. For further details on taxability, please refer to the Notice of ensuing AGM.

Changes in Share Capital

The changes in the share capital structure of your Company during the year under review are detailed as under:

Allotment of Equity Shares under the Bajaj Auto Employee Stock Option Scheme 2019 (‘the Scheme’)

The Company issued and allotted 77,852 equity shares of face value of ₹ 10 each on 23 August 2024 to the Bajaj Auto ESOP Trust in accordance with the Scheme. The equity shares so allotted rank pari-passu with the existing shares of the Company.

Consequently, the issued, subscribed and paid-up share capital of the Company was at ₹ 279.26 crore comprising of 279,257,608 equity shares of face value of ₹ 10 each as on 31 March 2025, as against ₹ 279.18 crore comprising of 279,179,756 equity shares of face value of ₹ 10 each as on 31 March 2024. The Company has only one class of equity shares.

Except as stated above, there were no other changes in the share capital of the Company during the year.

Credit Rating

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds, whether in India or abroad. However, during the financial year 2024-25, CRISIL Ratings has affirmed its long-term rating of ‘CRISIL AAA’ and short-term rating of ‘CRISIL A1+’ with ‘Stable’ outlook for the bank loan facilities of the Company and India Ratings and Research (Ind-Ra) has also rated its long-term rating of ‘IND AAA’ and short-term rating of ‘IND A1+’ with ‘Stable’ outlook for the bank loan facilities of the Company.

Operations

Detailed information on the Company’s operations is provided in the report on Management Discussion and Analysis, which forms part of this Annual Report.

Capacity Expansion and New Projects

The Company’s current installed capacity is 7.2 million units per annum.

Detailed information on capacity expansion and new projects is covered in the report on Management Discussion and Analysis, which forms part of this Annual Report.

International Business

During the year under review, the Company exported 1.86 million vehicles as against 1.64 million vehicles in the previous year.

More detailed information on International Business is provided in the report on Management Discussion and Analysis, which forms part of this Annual Report.

Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013 (‘the Act’), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors’ Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statement of the Company’s subsidiaries for the financial year ended on 31 March 2025 in Form AOC-1 forms part of this Annual Report.

Further, in terms of the provisions of section 136 of the Act, a copy of the audited financial statements for the financial year ended on 31 March 2025 for each of the subsidiary companies will be made available by email to members of the Company, seeking such information. These financial statements shall also be kept open for inspection by any member at the registered office of the Company during business hours. The members can send an e-mail to investors@bajajauto.co.in The financial statements of the Company and its subsidiaries are also placed on the Company’s website at https://www.bajajauto.com/investors/financial-and-operational-performance

Subsidiaries

PT. Bajaj Auto Indonesia (PT BAI)

Routine business operations of PT BAI, a 99.25% subsidiary of Bajaj Auto Ltd., remain discontinued.

PT BAI would continue to study the evolving market and evaluate different possible opportunities.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

Bajaj Auto International Holdings BV (BAIH BV) is a 100% Netherlands based subsidiary of Bajaj Auto Limited. Bajaj Auto has historically built a 49.9% stake in Pierer Bajaj AG (PBAG) with a total investment of Euro (€) 198.1 million (₹ 1,219 crore). This connection gives Bajaj Auto a vital link to Pierer Mobility AG (PMAG) and its fully-owned subsidiary, KTM AG – a powerhouse behind KTM, Husqvarna, and GASGAS motorcycles.

On 28 November 2024, KTM AG and its subsidiaries initiated a self-administrative restructuring due to crippling debt and working capital shortages. A restructuring plan, approved by creditors on 25 February 2025, mandates a 30% cash settlement (~€600 million) to creditors by 23 May 2025. To meet this obligation and to enable KTM AG to resume normal operations, the Company, through BAIH BV, infused crucial €800 million in the form of debt to PBAG/KTM AG, subject to regulatory approvals. The court has passed the final order concluding the restructuring process.

Bajaj Auto (Thailand) Ltd.

Bajaj Auto (Thailand) Ltd. was incorporated as a wholly owned subsidiary in Thailand with paid-up share capital of Thai Baht (THB) 45 million (₹ 10 crore).

The subsidiary has set up an Engineering Design Centre (EDC), to expand R&D’s reach to trend defining markets and tap internationally available best designers. It has all necessary approvals from local authorities.

Bajaj Auto Spain, S.L.U.

Bajaj Auto Spain, S.L.U. was incorporated as a wholly owned subsidiary in Barcelona, Spain with an issued and subscribed share capital of €600K (₹ 5 crore). The subsidiary has set up an Engineering Design Centre (EDC), again, to expand R&D’s reach and tap internationally available best designers. With all necessary approvals from local authorities, this EDC is now fully operational.

Bajaj Auto Technology Ltd. (BATL)

(Formerly ‘Chetak Technology Ltd.’)

Recognizing the significant impact of electric vehicles (EVs) on its core business, Bajaj Auto is proactively leading the charge in this evolving domain. To achieve this, the company established Chetak Technology Ltd. in October 2021 as a wholly owned subsidiary, dedicated to developing new EV technologies and products. This subsidiary is well-funded, boasting a paid-up equity share capital of ₹ 470 crore as of 31 March 2025.

Reflecting its expanded mandate beyond just the “Chetak-EV” and adapting to new business dynamics, the subsidiary was renamed Bajaj Auto Technology Limited (BATL) on 29 November 2024. BATL’s core focus is now on research and development of cutting-edge, disruptive technologies for electric vehicles.

Currently, BATL is concentrating on creating affordable and scalable solutions such as electronic powertrains and controllers, Human-Machine Interface (HMI) solutions, and connectivity solutions, ensuring their seamless integration into EV subsystems and vehicles. BATL’s commitment to innovation is evident through its 12 patent applications filed in FY2025, covering various areas of component and vehicle integration.

Bajaj Auto Credit Ltd. (BACL)

(Formerly ‘Bajaj Auto Consumer Finance Ltd.’)

Bajaj Auto Credit Ltd. is a wholly owned captive financing subsidiary of the Company with an issued and subscribed share capital of ₹ 2,400 crore, BACL plays a pivotal role in a market where 65-75% of two-wheelers and three-wheelers are sold on finance. This financing arm significantly boosts Bajaj Auto’s reach and expands options for retail customers.

BACL demonstrated strong performance in Fiscal Year 2025:

●Assets Under Management (AUM) crossed ₹ 9,300 crore as of 31 March 2025.

●Disbursements for the year exceeded ₹ 10,000 crore, with over 751,000 new loans issued.

●Net Interest Income (NII) reached ₹ 852 crore.

●Profit Before Tax (PBT) stood at ₹ 78 crore, and Profit After Tax (PAT) was ₹ 58 crore.

●BACL maintained healthy asset quality with Gross Non-Performing Assets (GNPA) at 0.80% and Net Non-Performing Assets (NNPA) at 0.44%.

Given its robust financial standing, low NPAs, and strong growth, Bajaj Auto is highly optimistic about BACL’s future potential.

Bajaj Do Brazil Comercio De Motocicletas Ltda

Bajaj Do Brazil Comercio De Motocicletas Ltda., a wholly owned subsidiary of Bajaj Auto with a capital of BRL 58 million (₹ 94 crore), has rapidly established a significant presence in Brazil’s competitive motorcycle market.

In 2024, Bajaj Do Brazil’s sales surged to over 13,000 units, a remarkable threefold increase from 4,300 units in 2023.

This impressive growth was largely driven by the successful launch of its first manufacturing plant outside India, located in Manaus. The facility, which has an annual capacity of 20,000 units, produced approximately 9,000 motorcycles in the second half of the year, significantly boosting supply chain efficiency and optimizing costs.

Looking ahead to 2025, Bajaj Do Brazil aims to further expand its footprint across Brazil, supported by increasing consumer demand, a robust dealer network, and growing brand recognition from new products and market investments.

More detailed information is given in the report on Management Discussion and Analysis, which forms part of this Annual Report.

The Company’s policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16(1)(c) of the Listing Regulations, 2015, can be accessed on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Joint Ventures, Acquisitions and other matters

Investment in Yulu Bikes Pvt. Ltd. (‘Yulu Bikes’)

Yulu Bikes is India’s largest shared electric mobility player. With the goal of making last mile mobility more inclusive, affordable, and sustainable, Yulu Bikes serves individual customers with point-to-point last mile needs, as well as commercial applications for last mile delivery. Present in the 4 metros viz. Bangalore, Mumbai, NCR and Hyderabad, during 2024-25 Yulu Bikes has grown its fleet by ~1.5X to ~45,000 electric two-wheelers and has seen its monthly revenue grow by ~2X, on the back of higher fleet and improved utilisation of fleet.

Your Company has also supported the development and production of Electric two-wheelers for Yulu Bikes fleet and has supplied approximately 30,000 low speed electric 2w to date.

During FY2025, the Company has given loan of ₹ 21.40 crore for general corporate purposes in the ordinary course of its business.

Your Company’s total investment in Yulu bikes stands at ₹ 165 crore.

Collaboration with Triumph Motorcycles Ltd. (Triumph)

With the launch of Triumph, Bajaj Auto has established itself in the classic premium range with an iconic British brand – the models representing technology-led, high-performance motorcycles designed in their timeless forms. These motorcycles are being produced in our new Chakan 2 plant to cater to the domestic and export markets.

Bajaj Auto, after taking over the existing 15 Triumph showrooms in India, has expanded the network to 136 premium showrooms across 100 cities, each built to Triumph’s global standards and format. The showrooms also sell accessories specially developed for the 400cc India bikes.

In FY2025, Bajaj Auto sold 36,545 units in the domestic market.

Other Ventures/Associates

The Company does not have any associate company, nor has it entered into a joint venture with any other company.

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2024-25 and the date of this Report.

Auditors

Statutory Auditors

S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were re-appointed as the statutory auditors of the Company by the members at the 15th AGM of the Company held on 26 July 2022 for a second term of five consecutive years from conclusion of the said AGM until the conclusion of the 20th AGM.

The report of the statutory auditors does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shyamprasad D Limaye, Practicing Company Secretary (Membership No.1587, CP No. 572) was appointed as the Secretarial Auditor of the Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3 for the financial year 2024-25 is annexed to this Directors’ Report as ‘Annexure I’.

In addition to the above, pursuant to regulation 24A (2) of the Listing Regulations, 2015, a secretarial compliance report for the financial year 2024-25 has been issued by Shyamprasad D Limaye and the same will be submitted to the stock exchanges within the given timeframe. The report will also be made available on the website of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers in any of the aforesaid reports.

The Secretarial Auditor has recently expressed his desire to retire from the office due to his age and health. Accordingly, in compliance with the Regulation 24A of the SEBI Regulations, 2015, as amended, the Board of Directors has approved the appointment of Makarand M Joshi & Co. (COP No. 3662), a Peer Reviewed Firm of Company Secretaries in Practice, as a Secretarial Auditor of the Company for a period of five consecutive years commencing from 2025-26 till 2029-30, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

Cost Auditor

Pursuant to the provisions of section 148 of the Act, the Board of Directors on the recommendation of the Audit Committee has appointed R.B. Laddha & Co, Cost Accountants (Firm Registration No. 004689) as the Cost Auditor of the Company for the financial year ending on 31 March 2026 and have recommended their remuneration to the members for ratification at the ensuing AGM. Accordingly, a resolution seeking members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of the ensuing AGM.

The Cost Auditor has furnished the eligibility certificate along with his consent to such appointment in terms of the relevant provisions of the Act read with Rules framed thereunder. The Audit Committee has also received a certificate from Cost Auditor certifying their independence and arm’s length relationship with the Company.

As per 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 are maintained.

Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval of the Company’s Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

Details regarding frauds reported by Auditors under section 143 (12) of the Act

During the financial year, in accordance with section 143(12) of the Companies Act, 2013, and Rule 13 of the Companies (Audit and Auditors) Rules, 2014, our statutory auditors reported an instance of fraud involving a conflict of interest and professional misconduct.

The matter pertained to Manager (Purchase – E&E), Akurdi Unit, who was responsible for price settlement of wiring harnesses with the Company’s Tier-1 vendors and had access to sensitive cost data. Investigation revealed that his wife’s firm was engaged in supplying materials to one of the Company’s Tier-2 vendor, who in turn was selling the same material to the Company.

This discrepancy resulted in the inflated material cost to the Company with an annualised impact of ₹ 1.88 crore.

Following a thorough investigation initiated by the Audit Committee upon receiving the auditor’s report, the net monetary loss to the Company due to this conflict of interest was determined to be ₹ 1.71 crore.

Consequently, the said Purchase Manager’s employment was terminated effective 13 October 2023, and the entire loss amounting to ₹ 1.71 crore was successfully recovered. In compliance with regulatory requirements, this matter was duly reported to the Central Government in the prescribed Form ADT-4 on 11 June 2024.

Details of Internal Financial Controls with reference to the Financial Statements

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

Risk Management Policy

In terms of Regulation 21 of the Listing Regulations, 2015, the Board of your Company has adopted a Risk Management Policy, which inter alia, provides for framework for identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the Risk Management Committee and the measures for risk mitigation, reporting of critical risks within the Company and business continuity plan.

The Risk Management Committee oversees the risk management process in the Company. Information on the implementation of the Risk Management Policy is given in the Corporate Governance Report, which forms part of this Annual Report.

Corporate Governance

Pursuant to the Listing Regulations, 2015, a detailed report on the Corporate Governance, has been included in this Annual Report along with the reports on Management Discussion and Analysis and General Shareholder Information.

All the Board members and senior management personnel have affirmed compliance with the code of conduct for directors and senior management of the Company for the year ended 31 March 2025. A declaration to this effect signed by the Managing Director and CEO of the Company is contained in this Annual Report.

The Managing Director and CEO and the Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations, 2015.

Pursuant to the Listing Regulations, 2015, a certificate from the statutory auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report as ‘Annexure II’.

Particulars of Contracts or Arrangements with Related Parties

During the year, pursuant to the amendments notified by the Securities and Exchange Board of India (SEBI) on 12 December 2024 and 14 February 2025, to Regulation 23 of the Listing Regulations, the Company has amended its existing Policy on Materiality and dealing with Related Party Transactions to ensure alignment with these revised requirements. The revised policy is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

All contracts/arrangements/transactions entered into by the Company during FY2025 with related parties were in compliance with the applicable provisions of the Act, the Listing Regulations, 2015 and as per the Company’s policy on materiality and dealing with related party transactions. Prior omnibus approval of the Audit Committee is obtained for all related party transactions, which are foreseen and of repetitive nature.

A statement detailing the related party transactions entered pursuant to the omnibus approval are reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered into during FY2025 were in the ordinary course of business and on arm’s length basis.

Details of transactions with related parties during FY2025 are provided in the notes to the financial statements. There were no transactions requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC–2 does not form a part of this report.

Changes in Directors and Key Managerial Personnel

The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review are as under:

Sad demise of Madhur Bajaj, Former Vice Chairman of the Company

At the outset, your directors express their profound grief on the sad demise of Madhur Bajaj, veteran industrialist and former Vice-Chairman of the Company, who passed away on 11 April 2025.

Madhur Bajaj was associated with Bajaj Auto Ltd. and Bajaj Group for over 45 years. Prior to joining the Board, he worked in different positions in the senior management. He was on the Board of Directors of the company for more than 23 years including as a Whole-time director and non-executive Vice Chairman, the position which he held till his retirement in January 2024.

He made significant contributions to the company and the industry at large. He also served as a director on other companies of Bajaj group.

The Board places on record its whole-hearted appreciation for the invaluable contribution made by him during his association with the Company.

I.Cessation

There has been no cessation of any Director from the Company during the year under review.

II.Appointment / Re-appointment of Independent Directors

Dr. Sangita Reddy (holding DIN: 00006285) was appointed as a Non-executive independent director of the Company, not liable to retire by rotation, for a term of five consecutive years with effect from 16 July 2024 up to 15 July 2029. On the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the members of the Company approved the said appointment by way of a special resolution passed on 30 August 2024 through postal ballot conducted by remote e-voting process. Considering the skills, knowledge and experience of Dr. Reddy in the fields of healthcare, business management, social service etc., her appointment as an Independent director is of significant benefit to the Company.

Abhinav Bindra (holding DIN: 00929250) will complete his first term of five consecutive years as a Non-executive independent director of the Company on 19 May 2025. The Board based on the recommendation of the Nomination and Remuneration Committee and considering his skills, experience and knowledge he possesses and the report of performance evaluation, approved the re-appointment of Abhinav Bindra for a second term of five consecutive years with effect from 20 May 2025 up to 19 May 2030 at its meeting held on 18 March 2025. The members of the Company approved the said appointment by way of a special resolution passed on 30 April 2025 through postal ballot conducted by remote e-voting process.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent directors so appointed/re-appointed hold highest standards of integrity and possess necessary expertise and experience.

III.Re-appointment of Managing Director and CEO

Rajiv Bajaj was re-appointed as the Managing Director of the Company for a period of 5 years from 1 April 2025 up to 31 March 2030. The Board, on recommendation of the Nomination and Remuneration Committee and after considering the outstanding leadership role and valuable contribution made by him towards bringing the company to its current eminent position, approved his re-appointment for a further term of 5 years commencing 1 April 2025, subject to approval of the shareholders.

Accordingly, the members of the Company approved the said appointment by way of a special resolution passed on 30 April 2025 through postal ballot conducted by remote e-voting process.

IV.Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Niraj Bajaj (holding DIN: 00028261), director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Brief details of Niraj Bajaj are given in the Notice of ensuing AGM.

Except as stated above, there were no other changes in the directors and key managerial personnel of the Company during the year under review since the last report.

Detailed information on the directors is provided in the Corporate Governance Report, which forms part of this Annual Report.

Number of Meetings of the Board

During the year under review, eight (8) Board Meetings were held, details of which are provided in the Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

The Board of Directors have constituted the following Committees in order to effectively deliberate its duties under the Act and the Listing Regulations, 2015:

●Audit Committee;

●Nomination and Remuneration Committee;

●Stakeholders’ Relationship Committee;

●Corporate Social Responsibility Committee;

●Risk Management Committee and

●Duplicate Share Certificate Issuance Committee.

Details of the Committees in respect of its composition, terms of reference and meetings held during the financial year 2024-25 are provided in the Corporate Governance Report, which forms part of this Annual Report.

Directors’ Responsibility Statement

As required under clause (c) of sub-section (3) of section 134 of the Act, the directors of your Company, to the best of their knowledge and belief, state that:

●in the preparation of the annual accounts for the financial year ended on 31 March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

●they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 March 2025 and of the profit and loss of your Company for the financial year ended 31 March 2025;

●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 fraud and other irregularities;

●the annual accounts for the financial year ended on 31 March 2025 have been prepared on a going concern basis;

●they have laid down internal financial controls to be followed by the Company and that, to the best of their knowledge, examination and analysis, such internal financial controls have been adequate and were operating effectively and

●they have devised proper systems to ensure compliance with the provisions of all applicable laws and that, to the best of their knowledge, such systems were adequate and were operating effectively.

Declaration by Independent Directors

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the Independent directors on the Board of your Company as on the date of this report are Anami N. Roy, Dr. Naushad Forbes, Pradip Shah, Abhinav Bindra, Vinita Bali and Dr. Sangita Reddy.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read with 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.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same in terms of regulation 25 of the Listing Regulations, 2015.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder and have complied with the code for independent directors prescribed in Schedule IV to the Act.

Formal Annual Evaluation of the Performance of the Board, its Committees, Chairman and Individual Directors

The annual evaluation of performance of the Board of Directors, its committees, Chairman and individual directors for the reporting year was conducted in accordance with the provisions of the Act and the Listing Regulations, 2015.

Information on the process of the formal annual evaluation made by the Board of its own performance and that of its committees, Chairman and individual directors is given in the Corporate Governance Report, which forms part of this Annual Report.

Remuneration policy

Your Company has in place the Remuneration Policy which provides for a whole gamut of compensation philosophy for rewarding and retaining talent.

The salient features of the policy have been detailed in the Corporate Governance Report, which forms part of this Annual Report.

The policy is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Particulars of Employees and Remuneration

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, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report as ‘Annexure III’.

Further, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Directors’ Report. In terms of the provisions of section 136 of the Act, the report is being sent to the members excluding the aforesaid statement. This statement will be made available by email to members of the Company seeking such information and shall also be kept open for inspection by any member at the Registered Office of the Company during business hours. The members can send an e-mail to investors@bajajauto.co.in

Employee Stock Option Scheme

Your Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company through Bajaj Auto Employee Stock Option Scheme 2019 (‘BAL-ESOS 2019’/‘the Scheme’). The members by way of a special resolution passed through postal ballot, the results of which were announced on 13 March 2019, had approved the BAL–ESOS 2019.

During the year under review, the Nomination and Remuneration Committee of the Board granted 312,128 stock options convertible into equivalent number of equity shares of ₹ 10 each to the eligible employees of your Company and its Indian subsidiaries as per the terms and conditions of the Scheme.

Pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the certificate received from the secretarial auditor of the Company confirming implementation of the Scheme in accordance with the said regulations and the resolution passed by the members, will be made available at the AGM.

In terms of regulation 14 of the ESOP Regulations, a statement giving complete details, as at 31 March 2025, is available on the website of the Company at https://www.bajajauto.com/investors/financial-and-operational-performance

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

Vigil Mechanism/Whistle Blower Policy

The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance, which forms part of this Annual Report.

The policy is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Particulars of Loans, Guarantees or Investments

During the year under review, your Company gave a loan of ₹ 21.40 crore to Yulu Bikes Pvt. Ltd. for general corporate purposes in the ordinary course of its business.

During the year under review and the first two months of the current FY, your Company has made an additional investment totaling to Euro 275 million (equivalent to approximately ₹ 2,700 crore) in the form of equity and debt in BAIH BV to facilitate the funding needs of KTM AG group, a leading European motorcycle manufacturer, as part of its restructuring process.

The details of investments made in terms of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

Industrial Relations

Continuing its streak of active employee development, Bajaj Auto prioritised well-being, diversity, inclusion, and equal opportunities for employees. Supporting employees through skill development and recognition creates an environment conducive of innovation and consistency.

In the financial year 2024-25, unceasing employee engagement resulted in sustained business excellence. Pleasant relationships were carried forward throughout various plants of the company at Akurdi, Waluj, Chakan, and Pantnagar.

Embodying the philosophy “Yutori” to infuse “Joy at Workplace”, non-work activities that excite people and encourage involvement are layered in. To inculcate a positive and fulfilling professional environment, the Company has adopted a three-pronged approach:

1.Body – Physical Happiness

To sustain and improve physical fitness by workplace improvement in terms of ergonomics, work environment improvement, health improvement with medical checks up followed by consultation and physical fitness programs and sports competitions at plant and corporate level.

2.Mind – Mental Happiness

To improve mental happiness, we focused on education and training, stress-free operations, sessions by medical expert for stress management, and access to online platform for mental happiness, healthy communication and interpersonal relationships, rewards and recognition.

3.Soul – Spiritual Wellbeing

To promote spiritual well-being through yoga and meditation sessions, women’s day celebration, people involvement and participation through kaizen competition, trust building through family care and trekking activities and collaborative culture development.

Continuous evolution through TPM culture for excellence involving all employees to improve processes across the company. The results were evident in the recognition that the plants of the Company have received from CII, JIPM TPM, Acko Auto Awards, MCN, NCQC, QCFI, IIIE Pune Chapter, The Times of India Group, etc.

Through active collaboration with various committees dedicated to worker welfare, we have achieved lasting industrial harmony. This is exemplified by the timely signing of the Long-Term Wage Settlement at the Waluj plant. The agreement, effective from 1 February 2025 to 31 July 2028 (42 months), reflects the shared commitment of the company and the union to ensuring a balanced and prosperous future.

A gender diverse pool was of motivated employees has been developed and retained. Participation of women in the talent pool has been improved by aligning and developing targeted policies ensuring women’s safety at work, hosting empowerment events, and rewarding female employees to foster an inclusive and caring workplace.

At Bajaj Auto, employee’s well-being is a top priority. To this endeavour, employees have access to state-of-the-art health and sports facilities. These include gymnasium, indoor courts, track and field, community treks, etc. Mental well-being has also been given special importance and company has partnered with organizations that specialize in mental well-being. Employees benefit from Chai pe Charcha, Employee Assistance Program, and maternity kits for new mothers, inter-departmental sports league, music contests, festival celebrations, recognition of achievements of employee’s children were routinely conducted with an objective of comprehensive improvement of employees’ health and wellness. Regular health check-up and blood/organ donation camps were also organised for lasting social impact. Various charitable events such as donation drives, NGO stalls, reforestation drives, etc. saw active participation from employees.

We take immense pride in providing our talented artist employees with opportunities to showcase their skills in drama competitions organised by the Government of Maharashtra at the State level. Their dedication and creativity have earned them numerous prestigious awards and recognitions. Additionally, our employees have demonstrated remarkable athletic prowess by winning awards and accolades in the Athletic (Masters) Championship held at the National level in Alwar, Rajasthan. Their achievements continue to inspire excellence and bring honour to our organisation.

Constant employee development, employee satisfaction, meaningful and lasting social impact continue to be the driving force behind proactive employee engagement. A sense of belongingness and familiarity at workplace motivate and support employees to excel at Bajaj Auto.

Anti-Corruption Initiatives

Your Company has established several policies to prevent corruption within the organisation. These are suitably integrated with the business operations. Your Company also has adequate disclosure practices with regard to anti-corruption activities. Some of these practices are given below:

Signing of the Anti-Corruption Initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, the Company is a signatory to the ‘Commitment to Anti-Corruption’ and is supporting the ‘Partnering Against Corruption-Principles for Countering Bribery’ derived from Transparency International’s Business Principles. This calls for a commitment to two fundamental actions, viz., a zero-tolerance policy towards bribery and the development of a practical and effective implementation programme.

Adoption of the Confederation of Indian Industry (CII) Charters

Your Company, being a member of CII, has adopted the following Codes/Charters:

1.CII Code of Conduct for Affirmative Action.

2.Model Code of Conduct for Ethical Business practices.

3.Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee Relations.

4.Charters on Fair and Responsible Workplace Guidelines for Contract Labour.

More details on the subject are given in the Business Responsibility and Sustainability Report, which forms part of this Annual Report and the same has been hosted on the Company’s website and can be accessed at https://www.bajajauto.com/investors/financial-and-operational-performance

Prevention of Sexual Harassment

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act’) and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy.

Internal Complaints Committee (‘ICC’) is in place to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of ICC under the PoSH Act.

During the year under review, one complaint was filed pertaining to sexual harassment of woman employee in terms of the PoSH Act, which were suitably resolved as per the laid down process. No complaints remained unresolved as on 31 March 2025.

Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitisation are an integral part of this process. For all new joiners, PoSH training is a part of the ‘Induction and Onboarding module’. On a regular basis, refresher courses are planned at different locations, as mentioned below:

a.In the form of in-person interventions for employees and ICC members.

b.Online training which is self-paced and easily accessible on Bajaj Auto Learning and Development Platform (‘BOLT’).

Corporate Social Responsibility (CSR)

‘Bajaj is a catalyst for social empowerment’.

Your Company’s CSR initiatives align with the core purpose aforestated by prioritizing in areas of skilling, education, environment sustainability and health.

‘Bajaj Beyond’, a Bajaj Group social impact program embraces its primary focus towards skill development. Under this, your Company’s three flagship programs: Bajaj Engineering Skills Training (BEST), Bajaj Manufacturing Systems (BMS) Certification program and Service Technician Excellence Program (STEP), drives its overarching commitment towards skill development.

The detailed information on CSR initiatives undertaken by your Company during the financial year ended 31 March 2025 is provided in the report on Management Discussion and Analysis, which forms part of this Annual Report.

The Annual Report on CSR activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors’ Report as ‘Annexure IV’.

Taking into account the commitments made by the Company for the ongoing CSR projects/programs which are in progress and considering the project mode of CSR activity where the projects can extend beyond the financial year, as also the amount transferred to ‘Unspent CSR Account’, in terms of the provisions of section 135(6) of the Act, there is no shortfall in the CSR expenditure mandated to be spent by the Company during the financial year ended 31 March 2025.

The Chief Financial Officer of the Company has certified that the funds disbursed have been utilised for the purpose and in a manner approved by the Board for FY2025.

The CSR policy is hosted on the Company’s website at https://www.bajajauto.com/corporate/key-policies

Business Responsibility and Sustainability Report (BRSR)

In terms of regulation 34(2)(f) of the Listing Regulations, 2015 read with SEBI circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12 July 2023 (‘the SEBI circular’), the Company has included a detailed BRSR for the financial year 2024-25 in the format prescribed by the SEBI circular as part of this Annual Report, describing various initiatives, actions and process of the Company in conducting its business in line with its environmental, social and governance obligations. Further, the SEBI circular mandates reasonable assurance of the BRSR Core for top 150 listed entities by market capitalization from FY2024. Accordingly, the Company has obtained the services of DNV Business Assurance India Pvt. Ltd. for reasonable assurance of BRSR. The assurance report forms part of the BRSR for FY2025.

As a green initiative, the same has been hosted on Company’s website and can be accessed at https://www.bajajauto.com/investors/financial-and-operational-performance

A copy of the BRSR will be made available by email to any shareholder on request.

Research and Development (R&D) and Technology Absorption

The Company is focussed on creating its own cutting-edge technology to make affordable and scalable Electronic Powertrains and its controllers, HMI solutions, connectivity solutions and value-added features for the vehicles employing these technologies. The Company will enable seamless integration of developed technologies into the vehicles/its subsystems.

Products

Many new products were launched during the year under review. Pulsar and Chetak EV have been consistently upgraded over the years to keep it in sync with changing times. During the year, the Company launched the world’s First CNG Motorcycle which is the product of innovative design and technology developed in house. Information on the new products is covered in the report on Management Discussion and Analysis.

Processes

R&D has been working on improving its operations in a number of areas as listed below:

●Manpower: R&D has expanded its team size in areas of design, analysis and validation to facilitate the rapidly expanding aspirations of the Company.

●Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.

●Patent: The wholly owned subsidiary of the Company, Bajaj Auto Technology Ltd. (BATL) team has filed 12 patents in FY25 in multiple areas of component and vehicle integration.

Technology

As in the past, new and improved technology has been introduced during the year. Such information is covered in the report on Management Discussion and Analysis.

Expenditure incurred on R&D

(₹ In Crore)
Particulars		FY2025		FY2024
i. Capital (including technical know-how)		51.56		33.22
ii. Recurring		574.10		486.96
Total		625.66		520.18
Total R&D expenditure as a percentage of sales		1.30%		1.19%

Conservation of energy

Our commitment to energy conservation continues to drive across all our manufacturing facilities and at the Corporate Office in Pune. Through a combination of technological upgrades, process improvements, and a strong operational control, we could optimize energy and water usage in operations. Moreover, we are also maximising the use of renewable energy. This is reinforcing our dedication to sustainability and operational efficiency.

As a result of these efforts, we have achieved significant reductions in energy and water consumption year on year. It is also helping to promote environmental stewardship while generating cost savings. The following key initiatives highlight our journey towards a more sustainable and energy-efficient future.

A)Electrical Energy:

●Harvesting renewable energy through Rooftop Solar Plants having total capacity of 12 MW across all manufacturing facilities.

●Increased usage of energy efficient Motors (from IE2 to IE5 class).

●Use of hermetically sealed natural oil cooled Transformers.

●Use of energy efficient compressors for compressed air supply.

●Optimised compressed air pressure setting across all Plants.

●Use of BLDC blowers for AHU in place of conventional blowers.

●ED bath Voltage Optimisation based on surface area of SKU and process temperature.

●Use of highly efficient LED lights across all plants.

●Harvesting Daylight from roof (through north light structure).

●Resource efficient building design for heat load reduction.

●Continued efforts on Power factor improvement and Harmonics reduction.

B)Water:

●100 % recycling of treated effluent and Sewage at all plants to ensure Zero Liquid Discharge (ZLD).

●Installation of highly efficient ETP for EV -3wh Paint shop with 3 stage RO system.

●Hydropneumatics pumping system to eliminate localised water storage.

●Replacement of “underground old pipelines” with “above ground new pipelines”.

●Reuse of treated water for auxiliary activities such as cooling towers, landscaping, etc.

●Use of Drip irrigation and sprinklers for horticulture.

●Continued use of auto shut off taps in Canteen and Offices.

●Rainwater harvesting with a storage capacity of 5.7 Lac KL.

●Ground water re-charging to the extent of 11 Lac KL is done every year.

C)LPG/Propane:

●Replaced the conventional indirect heating system with a direct heating system in the paint shop.

●Implemented the “Oven-in-Oven” concept in the paint shop to minimize heat loss.

●Reduced thermal loss in paint ovens through enhanced insulation.

●Continued use of magnetic resonators in the gas train pipeline to improve combustion efficiency.

●Ongoing use of low-temperature chemicals for pre-treatment processes.

●Installed energy-efficient cooking equipment in the canteen.

●Adopted energy-efficient burners in the canteen for improved fuel utilization.

D)Utilization of Renewable Energy – Key initiatives

●Ongoing solar power generation from solar plants having total capacity of 12 MW.

●Use of Solar concentrator for hot water generation required in Pre-treatment process.

●Hot Water Rooftop Solar System for Canteen and Residential Area.

●Use of Natural day light system.

E)Impact of measures taken:

As a result of the initiatives taken for conservation of energy and water, the company has achieved an overall reduction in consumption as given in the table below:

Description		% Reduction w.r.t. previous year
		FY2025		FY2024
Electricity consumption		2.07		2.50
Water consumption		2.45		0.86
LPG/PNG consumption		0.92*		3.27

* Impact of addition of 2 New Paint shops (EV-3wh Paint shop at Waluj and EV-2wh Paint shop at Akurdi)

F)Investment and savings:

(₹ In Crore)
Description		FY2025		FY2024
Investment for energy conservation activities		1.86		1.63
Recurring savings achieved through above activities		1.64		0.94

We will persist in tracking energy consumption, refining our strategies, and striving toward our long-term energy objectives. Additionally, we will continue to minimize our environmental footprint and enhance energy efficiency throughout all our operations by TPM way.

Foreign Exchange Earnings and Outgo

The Company continued to be a net foreign exchange earner during the year under review.

Total foreign exchange earned by the Company during the financial year 2024-25 was ₹ 15,864.36 crore, as compared to ₹ 14,252.96 crore during the financial year 2023-24.

Total foreign exchange outflow during the financial year 2024-25 was ₹ 2,583.68 crore, as against ₹ 1,221.75 crore during the financial year 2023-24.

Annual Return

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 (‘the Act’) read with the Companies (Management and Administration) Rules, 2014, the annual return for FY2025 (under the revised format), which will be filed with Registrar of Companies/MCA, will be uploaded on the Company’s website and can be accessed at https://www.bajajauto.com/investors/financial-and-operational-performance

Investor Education and Protection Fund (IEPF)

The details pertaining to the transfer of unclaimed dividend amount and shares to the Investor Education and Protection Fund (IEPF) have been provided in General Shareholder Information, which forms part of this Annual Report.

Rajiv Gandhi, Company Secretary is also the Nodal Officer of the Company, appointed pursuant to rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of which are available on the website of the Company at https://www.bajajauto.com/investors/investor-services

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS–1) and General Meetings (SS–2).

Significant and Material Orders passed by the Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31 March 2025 have been disclosed as per Division II of Schedule III to the Act.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Other Disclosures

1.There is no change in the nature of business of the Company during FY2025.

2.The Managing Director and the Whole-time director(s) of the Company, as per the terms of appointment, do not draw any commission or remuneration from subsidiary companies. Hence, no disclosure as required under section 197(14) of the Act has been made.

3.Your Company has not accepted any public deposits under Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during FY2025.

4.A cash flow statement for FY2025 is attached to the Balance Sheet.

5.The securities of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise.

6.There was no revision to the financial statements and Directors’ Report of the Company during the year under review.

7.Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.

Awards and Accolades

Your Company’s strong performance under the leadership of MD and CEO was recognised in December 2024 with the prestigious “Outstanding Company of the Year” award at the India Business Leader Awards (IBLA) – 2024, conferred by CNBC-TV18 India.

Motorcycle Division (MCD) and Commercial Vehicle Division (CVD) of Bajaj Auto Ltd., Waluj Plant has been honoured with the prestigious “Advanced Special Award for TPM Achievement” by the Japan Institute of Plant Maintenance (JIPM) in March 2025 at the International Conference Centre, Kyoto, Japan. Your Company’s consistent efforts towards excellence in product quality, cost optimization, and operational efficiency were acknowledged by this award.

Motorcycle Division (MCD) and Commercial Vehicle Division (CVD) of Bajaj Auto Ltd., Waluj Plant were also recognised as winners of TPM Excellence Award – “TPM Excellent Case Study Commendation” by JIPM.

Acknowledgements

The directors express their heartfelt gratitude to the members, customers, dealers, suppliers, bankers, government and all other stakeholders for their continuous support to the Company and their confidence in its Management.

The directors would also like to convey its appreciation to the employees at all levels for their significant contribution towards the Company’s performance.

On behalf of the Board of Directors

Niraj Bajaj

Chairman

(DIN: 00028261)

Pune: 29 May 2025

Annexure I to the Directors’ Report Secretarial Audit Report (Form No. MR-3)

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

For the financial year ended 31 March 2025.

To,

The Members,

Bajaj Auto Ltd.

(CIN: L65993PN2007PLC130076)

Bajaj Auto Ltd. Complex,

Mumbai-Pune Road,

Akurdi, Pune – 411035.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bajaj Auto Ltd. (hereinafter called as ‘the Company’). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the 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 authorised representatives during the conduct of Secretarial Audit, and subject to letter annexed herewith, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2025, complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2025, according to the provisions of:

1.The Companies Act, 2013 (the ‘Act’) and the rules made thereunder;

2.The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3.The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4.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;

5.The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable: –

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;

d.The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and 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;

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;

h.The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and

i.The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6.The Motor Vehicles Act, 1988 and Rules made thereunder, to the extent of product certification before production and from time to time primarily in respect of vehicles manufactured by the Company.

I have also examined compliance with the applicable clauses of the following: –

i.Secretarial Standards pursuant to section 118(10) of the Act, issued by the Institute of Company Secretaries of India.

ii.Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange of India Ltd. read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards, etc. mentioned above, wherever applicable.

I 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 provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance (except for meeting(s) convened at shorter notice) 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 by the directors. The decisions at the meeting were carried unanimously.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period:

The Company allotted 77,852 Equity Shares of ₹10/- each on 23 August 2024 to the Bajaj Auto ESOP Trust under the Bajaj Auto Employee Stock Option Scheme 2019.

I further report that during the audit period, there was no other event/action having major bearing on affairs of the Company.

Pune: 29 May 2025	Shyamprasad D Limaye
UDIN: F001587G000486511	FCS No. 1587 CP No. 572

Annexure to the Secretarial Audit Report

To,

The Members,

Bajaj Auto Ltd.

Bajaj Auto Ltd. Complex, Mumbai-Pune Road,

Akurdi, Pune – 411035.

My Secretarial Audit Report for Financial Year ended on 31 March 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. My responsibility is to express an opinion on these secretarial records based on my audit.

2.I 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. I believe that the process and practices, I followed, provide a reasonable basis for my opinion.

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

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

5.The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My 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.

Pune: 29 May 2025	Shyamprasad D Limaye
	FCS No. 1587 CP No. 572

Annexure II to the Directors’ Report Independent Auditors’ Report on compliance with the conditions of Corporate Governance

[As per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended]

To the Members of Bajaj Auto Ltd.

1.The Corporate Governance Report prepared by Bajaj Auto Limited (hereinafter the “Company”), contains details as specified in regulations 17 to 27, clauses (b) to (i) and (t) of sub – regulation (2) of regulation 46 and para C, D, and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”) (‘Applicable criteria’) for the year ended 31 March 2025 as required by the Company for annual submission to the Stock exchange.

Management’s Responsibility

2.The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance Report.

3.The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

Auditor’s Responsibility

4.Pursuant to the requirements of the Listing Regulations, our responsibility is to provide a reasonable assurance in the form of an opinion whether, the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations.

5.We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

6.We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

7.The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. Summary of procedures performed include:

i.Read and understood the information prepared by the Company and included in its Corporate Governance Report;

ii.Obtained and verified that the composition of the Board of Directors with respect to executive and non-executive directors has been met throughout the reporting period;

iii.Obtained and read the Register of Directors as on 31 March 2025 and verified that at least one independent woman director was on the Board of Directors throughout the year;

iv.Obtained and read the minutes of the following committee meetings/other meetings held from 1 April 2024 to 31 March 2025:

a.Board of Directors;

b.Audit Committee;

c.Annual General Meeting (AGM);

d.Nomination and Remuneration Committee;

e.Stakeholders Relationship Committee;

f.Risk Management Committee

g.Corporate Social Responsibility;

v.Obtained necessary declarations from the directors of the Company.

vi.Obtained and read the policy adopted by the Company for related party transactions.

vii.Obtained the schedule of related party transactions during the year and balances at the year-end. Obtained and read the minutes of the Audit Committee meeting where in such related party transactions have been pre-approved prior by the Audit Committee.

viii.Performed necessary inquiries with the management and also obtained necessary specific representations from management.

8.The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.

Opinion

9.Based on the procedures performed by us, as referred in paragraph 7 above, and according to the information and explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations, as applicable for the year ended 31 March 2025 referred to in paragraph 4 above.

Other matters and Restriction on Use

10.This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company

11.This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

For SRBC and CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Paul Alvares

Partner

Membership Number: 105754

UDIN: 25105754BMITLN2541

Pune: 29 May 2025

Annexure III to Directors’ Report

Remuneration Details

[As required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules , 2014 (as amended) for the year ended 31 March 2025]

Sr. No.		Name of Director/KMP		Ratio of Remuneration of director to Median Remuneration of employees (including perquisite value of ESOPs exercised)		% increase in the financial year (including perquisite value of ESOPs exercised)		Ratio of Remuneration of director to Median Remuneration of employees (excluding perquisite value of ESOPs exercised)		% increase in the financial year (excluding perquisite value of ESOPs exercised)
(A)		Whole-time directors/Managerial Personnel
		Rajiv Bajaj, Managing Director and CEO		575.47		8.98		575.47		8.98
		Pradeep Shrivastava, Executive Director		278.31		81.41		140.43		17.96
		Rakesh Sharma, Executive Director		165.16		39.18		138.21		16.48
		Whole-time directors in aggregate		1018.94		27.35		854.11		11.54
(B)		Non-executive directors1
		Sanjiv Bajaj		2.48		33.33		2.48		33.33
		Niraj Bajaj		4.02		18.18		4.02		18.18
		Dr. Naushad Forbes		5.57		12.50		5.57		12.50
		Anami N. Roy		4.95		14.29		4.95		14.29
		Pradip Shah		5.26		13.33		5.26		13.33
		Abhinav Bindra		4.64		4.64		4.64		25.00
		Vinita Bali2		3.40		0.00		3.40		0.00
		Sangita Reddy3		1.24		0.00		1.24		0.00
(C)		Key Managerial Personnel
		Rajiv Bajaj, Managing Director and CEO				8.98				8.98
		Dinesh Thapar, CFO				17.34				17.34
		Rajiv Gandhi, Company Secretary				61.874				41.414
(D)		Remuneration of Median Employee (other than Whole-time directors) 11.39
(E)		Permanent employees as on 31 March 2025: 5598

1.	a.	Remuneration payable to non-executive directors is based on the number of meetings of the Board and its Committees attended by them as member during the year.
	b.	Remuneration to directors for the above purposes does not include sitting fees paid to them for attending Board/Committee meetings.
2.	Vinita Bali was appointed as a Non-executive Independent Director w.e.f. 1 April 2024. Figures regarding % increase in her case are therefore not comparable/not applicable.
3.	Sangita Reddy was appointed as a Non-executive Independent Director w.e.f. 16 July 2024. Figures regarding % increase in her case are therefore not comparable/not applicable.
4.	Rajiv Gandhi was appointed as Company Secretary of the Company w.e.f. 01 October 2023. Figures regarding % increase in his case are not comparable.
5.	The term ‘Permanent Employees’ does not include trainees, probationers and contract employees.

Notes on Disclosures under rule 5

1In FY2025, the remuneration of median employee other than Whole-time directors increased by 11.39% over the previous year.

2The increase in the remuneration of the Whole-time directors/Managerial personnel, in the aggregate was 11.54 % during the year under review, which was given, keeping in view the trends of remuneration in industry.

3The remuneration paid as above was as per the Remuneration Policy of the Company.

Annexure IV to Directors’ Report Annual Report on CSR activities for the financial year ended 31 March 2025

1.Brief outline of Company’s CSR Policy

Introduction

The vision and philosophy of Late Jamnalal Bajaj, the founder of Bajaj Group, guide the Corporate Social Responsibility (CSR) activities of the group. He embodied the concept of trusteeship in business and common good, and laid the foundation for ethical, value-based and transparent functioning.

Bajaj Group believes that true and full measure of growth, success and progress lies beyond balance sheets or conventional economic indices. It is best reflected in the difference that business and industry make to the lives of people.

Through its social investments, Bajaj Group addresses the needs of communities residing in the vicinity of its facilities by taking sustainable initiatives in the areas of health, education, environment conservation, infrastructure and community development, and response to natural calamities. For society, however, Bajaj is more than a corporate identity. It is a catalyst for social empowerment and the reason behind the smiles that light up a million faces.

It is this goodwill that has made us “The World’s Favourite Indian”

‘Bajaj Beyond’ is the Bajaj Group’s new identity for all its corporate social responsibility and charitable programmes with focus on youth skilling. The initiatives will benefit the youth and enable them to take advantage of employment and entrepreneurial opportunities offered by India’s growing economy in the years to come.

Guiding principles:

The Bajaj Group believes that social investments should:

●Benefit generations: The Company believes in ‘investment in resource creation’ for use over generations. The Company tries to identify sustainable projects which will benefit the society over long periods.

●Educate for self-reliance and growth: To usher in a growth-oriented society and thereby a very strong and prosperous nation, by educating each and every Indian.

●Promote health: The Company believes good health is a pre-requisite for both education and productivity.

●Encourage for self-help: To guide and do hand holding for self-help, individually and collectively to create excellence for self and for the team.

●Be focused: The Company believes that activities should be focused around locations where it has a presence and hence can effectively guide, monitor and implement specific projects.

●Target those who need it most: Care for the sections of the society, which are socially at the lowest rung irrespective of their religion, caste, language or colour.

●Sustain natural resources: The Company encourages balanced development and ensures least adverse impact on environment – Growth with Mother Nature’s blessings.

Brief Contents of CSR Policy

Section 135 of the Companies Act, 2013 (‘The Act’) and the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been amended substantially with effect from 22 January 2021. Accordingly, the CSR Policy was amended on 29 April 2021, with approvals of the CSR Committee and Board of Directors. The Policy, inter alia, covers the following:

●Philosophy, Approach and Direction

●Guiding Principles for selection, implementation and monitoring of activities

●Guiding Principles for formulation of Annual Action Plan

2.Composition of the 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.		Mr. Rajiv Bajaj		Chairman		2		2/2
2.		Mr. Pradeep Shrivastava		Member				2/2
3.		Dr. Naushad Forbes		Member				2/2
4.		Mr. Abhinav Bindra		Member				2/2
5.		*Ms. Vinita Bali		Member				1/2

*Ms. Vinita Bali was appointed as a member of CSR Committee w.e.f. 18 April 2024.

3.Web-link where the following are disclosed on the website of the Company:

●Composition of CSR committee https://www.bajajauto.com/about-us/bajaj-team

●CSR Policy https://www.bajajauto.com/-/media/bajajauto/Investors/code-policy/BAL-Revised-CSR-Policy-29-April-2021.ashx

●CSR projects approved by the Board https://www.bajajauto.com/corporate/corporate-social-responsibility

4.The executive summary along with web-link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable – As per table below

Web-link of Impact assessment reports: https://www.bajajauto.com/corporate/corporate-social-responsibility

Sr. No		Project Title		Implemen-ting Agency		Location District/State		Date of Completion of Project		Actual Amount Utilised (in Cr.)		Date of Impact Assessment Report		Highlights of the assessment
1		Doosara Dashak		Foundation for education and development		Sirohi, Rajasthan		30.08.2022		1.68		31.12.2024		The program reached 6,374 children, adolescents, and community members across 20 villages. 100% respondents have become confident in both reading and numeracy skills. 98.3% of the respondents now find school studies interesting. 96.7% of the girls have adopted proper menstrual hygiene practices.
2		Installation of COVID ICU at Jamnalal Bajaj Wing of Mahatma Gandhi Tribal Hospital		Meditation, Addiction, Health, AIDS, Nutrition Trust		Melghat, Maharashtra		31.07.2022		2.10		31.12.2024		The project has benefitted 35,347 people from 30 villages. Over 1,705 COVID patients were provided with ICU services. The acceptance rate of the Covid vaccine increased and the death rate in intervention villages was less than 50%.
3		KSCF's COVID-19 Response for children		Kailash Satyarthi Children’s Foundation		Multiple, Maharashtra Rajasthan		30.10.2022		3.10		31.12.2024		The program supported 258 Child Care Institutions and provided emergency aid to 100 highly vulnerable children which led to improved hygiene practices, reduced illness rates, and strengthened emotional security among children and staff.
4		Life Lab Science Programme		Women’s Organization of Socio-Cultural Awareness		Aurangabad, Maharashtra		31.07.2022		1.60		31.12.2024		The program supported 9,660 students from 31 govt. and 5 private schools. 78.1% respondents feel that the demonstration models helped make science concepts easier to remember, improving their overall academic performance.
5		Augmenting conservation of water for improving resilience of agriculture in rainfed areas		Foundation for Ecological Security		Multiple, Rajasthan		31.07.2022		26.22		31.12.2024		The project has impacted 7 blocks in 5 districts of Rajasthan. 100% of the respondents reported having sufficient drinking water and green fodder for cattle after the intervention. 99.5% of the respondents reported an increase in cultivable land area on their farm during the Rabi season.90.2% and 88.4% of the respondents reported experiencing no water scarcity for irrigation and drinking after the intervention, respectively.
6		Continuation of support for sterilization and vaccinating canines		Canine Control and Care Trust		Pune, Maharashtra		30.11.2022		2.70		31.12.2024		Over 16,725 dogs were sterilised and vaccinated. Significant improvement in community safety and reduction in stray dog aggression cases.
7		Reducing Communicable, maternal, neo-natal and nutrition related morbidities in tribal community of Pratapgarh		Prayas		Pratapgarh, Rajasthan		31.12.2022		1.48		31.12.2024		The project reached 27,478 people in 30 villages, improving healthcare access and awareness.99.6% of the respondents found services provided by the project affordable, 90.9% of them registered early for ANC, 88.3% respondents adopted contraception post awareness, and 91.3% had institutional deliveries post implementation.
8		To improve access to health services during COVID19 through Mobile Medical units in underserved villages.		The PRIDE India		Osmanabad, Latur, Maharashtra		31.12.2022		1.01		31.12.2024		131,057 people from the marginalised communities were benefitted through this project (both direct and indirect). 88% of the respondents (provided with hygiene kits) agreed that the MMU services helped to reduce the severity of health issues for the family during the pandemic to a great extent.
9		Expansion of Bhakti Vedanta Hospital		Sri Chaitanya Seva Trust		Mumbai, Maharashtra		31.03.2021		6.00		31.12.2024		The Rahul Bajaj Auditorium has directly benefited over 200 nursing staff and numerous medical students. 100% of respondents reported improvements in professional learning, understanding of medical concepts due to enhanced training sessions, and advanced AV facilities.
10		Incorporating Multi Skill Foundation Course		Lend a hand India		Multiple, Rajasthan, Uttarakhand		31.01.2023		10.60		31.12.2024		The project has benefitted 1,833 students.93.1% of the respondents stated that the training increased their confidence in using vocational skills.87.1% of the respondents agreed that the program would help them find job opportunities and 94% of them considered the skills learned relevant to their career goals.
11		Bajaj Water Conservation Project		Jankidevi Bajaj Gram Vikas Sanstha		Aurangabad, Maharashtra		30.09.2022		32.49		31.12.2024		The project supported 25,000 people across 31 villages. 87% reported a 20% reduction in water usage, reflecting better conservation and soil moisture. 98.9% confirmed adequate water supply for their cattle, highlighting improved livestock welfare. Water scarcity dropped significantly—only 69.8% faced two months of shortage, drinking water scarcity reduced drastically, with 95.1% experiencing just one month of shortage.
12		Bajaj Water Conservation project		Action for Agricultural Renewal in Maharashtra		Aurangabad, Maharashtra		30.09.2022		20.60		31.12.2024		The project supported 6,051 households in 28 villages of Aurangabad. Key structures—117 Nala deepening projects, 38 CNBs, 15 Gabion structures, and 10 percolation tanks—boosted water retention. Drinking water scarcity dropped from over six months to just one month for 87.2% of respondents. Dependency on water tankers reduced significantly, with 93.2% of the respondents no longer reliant on them.
13		Bajaj Water Conservation project		Action for Food Production		Aurangabad, Maharashtra		30.09.2022		14.61		31.12.2024		The project benefited 12,353 farmers, 5,027 households, and 27,576 people across 22 villages. Water accessibility improved, with 79.5% of the households facing only one month of drinking water scarcity and groundwater levels rising to 15-20 feet. Protective irrigation helped 49.3% of farmers, boosting cotton yields by 200%.Annual agricultural income rose by 10-30% for 83.7% of respondents with 19.7% reporting a 25-30% increase. Livelihoods diversified, as 51.9% of the framers expanded orchard cultivation to 0.25-0.5 hectares and vegetable farming.
14		Bajaj water conservation project		BAIF Institute for Sustainable Livelihood and Development		Aurangabad, Maharashtra		31.12.2021		7.20		31.12.2024		The project supported 2,347 households in 14 villages, benefiting over 20,000 people.62.9% of the respondents saw a 10–20% income rise from better agricultural yields. 97.3% respondents have sufficient water for cattle, and 60% respondents reported a 15–19% increase in Kharif crop yields.
15		Bajaj water conservation project		Development Support Center		Aurangabad, Maharashtra		30.09.2022		13.57		31.12.2024		The project in 15 villages directly benefited 16,335 people. 96.2% of the respondents no longer relied on costly water tankers with improved water access and reduced financial burden. 43% of the respondents noted over a 20% increase in Kharif crop yields, 57% experienced a 15-19% increase in Rabi crop yields. 42.2% of the respondents reported a 20-25% increase in annual agricultural income improving the economic status of the farming community.
16		Bajaj Water Conservation Project-Phase-III		SPARSH- Center for participatory learning		Aurangabad, Maharashtra		31.10.2022		7.34		31.12.2024		The project has benefitted 3,063 people from Vaijapur Block of Aurangabad.69.9% of respondents saved 10-20% water using micro-irrigation, and 18.6% saved 20–30%. 47.5% respondents reported improved irrigation water availability.66.5% of the respondents saw a 15-19% rise in Kharif yields, while 22.9% reported over 20% increase.73.5% respondents experienced a 10–20% income boost from vegetable farming.
17		Bajaj Water Conservation Project		Shramjivi Janata Sahayyak Mandal		Satara, Maharashtra		31.12.2021		8.50		31.12.2024		The project benefited 6,251 people in four drought-prone villages. 76.6% of the respondents has adopted micro-irrigation and saved up to 30% water. 82.4% of them saw over 20% increase in Kharif yields, and 39.8% reported a 25–30% rise in income.99.2% now follow community-based water governance protocols for long-term sustainability.
18		Bajaj Water Conservation Project-Phase-III		Marathwada Gramin Vikas Sanstha		Aurangabad, Maharashtra		31.03.2023		9.57		31.12.2024		The project benefited 8,931 people. Drinking water scarcity dropped to one month for 86.8% of the respondents, and 99.2% of the respondents have enough water for cattle. Micro-irrigation rose from 1.2% to 98.8%, boosting crop yields.60.9% of the respondents reported an increased annual agricultural income of 10-15%, and 32.1% experienced a rise of 15- 20%.
19		Wings of Doon		Aasraa Trust		Dehradun, Uttarakhand		31.03.2023		2.57		31.12.2024		Aasraa provided after-school education to 1,100+ marginalised children in Dehradun. Students have demonstrated improved academic performance with 87% of the students scoring in first division. 99.6% of the students reported improvement in reading, writing, and comprehension skills. 92.6% respondents attended Computer-Aided Learning. 38 students have enrolled in higher education, with 11 pursuing STEM related courses.83.9% of the students benefitted from emergency ration support during COVID-19.
20		MacDermid Alpha of Excellence in Advanced Electronics Manufacturing and Skilling		College of Engineering Pune		Pune, Maharashtra		31.03.2023		1.00		31.03.2025		33 students were benefitted through this initiative.81.8% of respondents rated the training infrastructure as excellent, and 90.9% rated the SMT equipment as excellent, indicating industry-standard facilities.81.8% of the participants received full sponsorship.
21		Integrated Rural and Urban Development Program 21-22		Jankidevi Bajaj Gram Vikas Sanstha		Multiple, Maharashtra		31.03.2023		9.51		31.03.2025		The program supported underprivileged communities in 228 villages across Maharashtra, Rajasthan, and Uttarakhand. 60.5% of the respondents highlighted that they earn an average additional income of less than ₹ 5,000 through all income-generating activities. 85.9% of the respondents highlighted availability of good and pure potable water.93.2% of the respondents reported increased awareness and understanding of diseases was reported as the major benefit of the health camps. 75.9% of the respondents shared that their child has improved mathematical skills.
22		Vikas Mitra		Jnana Prabodhini		Pune, Maharashtra		31.03.2023		1.40		31.03.2025		The program has benefitted 2,089 students.63.8% of the respondents mentioned that the intervention’s Project-Based learning model improved their understanding of science subjects. 94 % of the students reported the program to be extremely helpful in enhancing their learning ability and academic performance.
23		Find, Support and Grow Social Entrepreneurs		Social Entrepreneurs Foundation-Unlimited		Pan India		31.03.2023		2.44		31.03.2025		The program supported 23 entrepreneurs.95% joined the incubator for capacity building.85% of the respondents found webinars and mentoring engaging, 80% valued site visits, and 90% found one-on-one coaching highly effective.
24		Bringing Quality Healthcare to Rural Kumaon		Aarohi		Kumaon, Uttarakhand		30.04.2023		3.39		31.03.2025		The health project reached 23,147 beneficiaries in Saitoli, Nainital.90% found ASHA, SK, and Aarohi’s support helpful for their child’s health needs. 100% respondents attended at least one Swasthya Mela. 93.6% of the respondent women did not experience post-delivery complications.95.8% of the mothers' groups and 76.7% of adolescent groups were functional in the community.
25		Supporting literacy program in 96 schools in Maharashtra and Uttarakhand.		Room to Read		Multiple, Maharashtra		30.04.2023		6.80		31.03.2025		The initiative reached 15,083 students. 96% of the students stated that improved reading skills resulted in them acquiring greater knowledge.94% of the students were informed of improved performance owing to improved reading skills.
26		Fellowship and Beyond Classroom		Teach to Lead		Pune, Maharashtra		30.06.2023		5.90		31.03.2025		The program supported 75 fellows in 40 Pune schools.86.7% of the respondents reported that the training program was positively impactful.63.3% of the respondents reported to have acquired an effective teaching and leadership mindset because of the training program.70% of the fellows noted significant improvement in math scores and 50% observed substantial progress in reading and Comprehension.
27		Construction of additional rooms in Aurangabad Police Public School		Aurangabad Police Public School Trust via JBGVS		Aurangabad, Maharashtra		30.09.2023		1.78		31.03.2025		Bajaj Auto Ltd. supported Aurangabad Police Public School for construction of 10 new classrooms, benefiting 1,260 students. 94.4% of the respondents observed improvements in attendance and academic performance due to better classroom infrastructure with 100% of them reporting improved focus and ease of studying.99.4% of the respondents noted better student-teacher interaction.
28		STEM Education support program for students- Specially focusing on girl child, tribal and migrants.		JBGVS-YOJAK		Pune, Maharashtra		31.08.2023		2.16		31.03.2025		The YOJAK STEM Program reached 1,200+ students via 6 community centres and 5 school hubs in PCMC and Khed blocks. It offered STEM education, counselling, life skills, and robotics, leading to 71.2% STEM enrolment post 10th and 100% science/technical pursuit post 12th.97.3% students gained confidence in science; 82.4% of the respondents said that the career counselling sessions helped them make clear and informed choices in their pursuits of career. The program also trained 32 teachers and actively involved parents, promoting lasting STEM engagement.

5.	(a)	Average net profit of the Company as per section 135(5)	₹ 7,866.14 crore
	(b)	Two percent of average net profit of the company as per section 135(5)	₹ 157.32 crore
	(c)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years	Nil
	(d)	Amount required to be set off for the financial year, if any	Nil
	(e)	Total CSR obligation for the financial year [(b)+(c) -(d)]	₹ 157.32 crore
6.	(a)	Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project)	₹ 15.45 crore
	(b)	Amount spent in Administrative Overheads	₹ 7.42 crore
	(c)	Amount spent on Impact Assessment, if applicable	₹ 0.30 crore
	(d)	Direct expenses by Company	₹ 0.41 crore
	(d)	Total amount spent for the financial Year [(a)+(b) +(c) +(d)]	₹ 23.58 crore
		(‘spent’ as clarified by MCA FAQ dated 25 August 2021)
	(e)	CSR amount spent or unspent for the Financial Year:

		Amount Unspent (in ₹)
		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)
Total Amount Spent for the financial year (in ₹ )		Amount		Date of transfer		Name of the Fund		Amount		Date of transfer
₹ 23.58 crore		₹ 133.74 crore		28 April 2025		Nil; Not Applicable

(f) Excess amount for set-off, if any Nil

7. Details of Unspent CSR amount for the preceding three financial years:

Sr. No.		Preceding financial year(s)		Amount transferred to Unspent CSR Account under section 135(6) (in ₹)		Balance amount in Unspent CSR Account under section 135(6) (in ₹)		Amount spent in the financial year (in ₹)		Amount transferred to any fund specified under Schedule VII second proviso to section 135(5), if any				Amount remaining to be spent in succeeding financial years (in ₹)		Deficiency, if any
										Amount (in ₹)		Date of transfer
1		FY-1 2021-22		51 crore		0		11.78 crore		0		0		0		0
2		FY-2 2022-23		72.42 crore		0		46.48 crore		0		0		0		0
3		FY-3 2023-24		105.87 crore		87.26 crore		18.61 crore		0		0		87.26 crore		0

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes

Furnishing the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the financial year (2024-25)

Sr. No.		Short particular of the property or asset(s) (including complete address and location of the property)		Pin Code of the property or asset(s)		Date of creation		Amount of CSR (amount spent in Cr.) 2024-25		Details of entity/authority/ beneficiary of the registered owner
										CSR registration number, if applicable		Name		Registered address
1		IPD and ABC kennels in Blue Cross Campus, Infrastructure for ABS and IPD and Cat ward section Add: Sr. No. 5, Sharad Nagar, Mundhwa, Pune- 411036		411036		30.03.2025		1.83		CSR00037262		Blue Cross Society of Pune		T-4, Florida Estate, Keshav Nagar, Mundhwa, Pune: 411036
2		Equipment and Furniture for setting up of STEP Centre at CII- Rahul Bajaj Centre of Excellence on Skills Add: CII-Rahul Bajaj Centre of Excellence on Skills Betul Road, Imlikheda Crossing, Dist.- Chhindwara- 480001		480001		20.03.2025		0.30		CSR00001725		Jankidevi Bajaj Gramvikas Sanstha		Akurdi Gaothan, Vivek Nagar, Akurdi, Pimpri-Chinchwad, Maharashtra 411035
3		Equipment and Furniture for setting up of BEST Centre at SASTRA University, Thanjavur Add: SASTRA University, Thanjavur, Tamil Nadu- 613401		613401		22.04.2024		15.29		CSR00001725		Jankidevi Bajaj Gramvikas Sanstha		Akurdi Gaothan, Vivek Nagar, Akurdi, Pimpri-Chinchwad, Maharashtra 411035
4		Equipment and Furniture for setting up of BEST Centre at PES University, Bangalore Add: 50 Feet Road, BSK 1st Stage Hanumanthanagar, Bangalore, Karnataka -560050		560050		01.07.2024		15.32		CSR00001725		Jankidevi Bajaj Gramvikas Sanstha		Akurdi Gaothan, Vivek Nagar, Akurdi, Pimpri-Chinchwad, Maharashtra 411035
5		Equipment and Furniture for setting up of BEST Centre at Bajaj Institute of Technology, Wardha Add: Bajaj Institute of Technology, Arivi Road, Pipri, Wardha -442001		442001		24.02.2025		12.62		CSR00001725		Jankidevi Bajaj Gramvikas Sanstha		Akurdi Gaothan, Vivek Nagar, Akurdi, Pimpri-Chinchwad, Maharashtra 411035
6		Purchase of furniture and computers for setting up of STEM labs in Mona Convent School Add: Raja Nawab Ali Road, Kaiserbagh, Lucknow-226001		226001		29.10.2024		1.11		CSR00028602		Mona Convent School (Unit of Nari Sewa Samiti)		Raja Nawab Ali Road, Kaiserbagh, Lucknow-226001
7		Equipment and Furniture for setting up of BEST Centre at Banasthali Vidyapith (Pending equipment) Add: Vanasthali Road, Aliyabad, Radha Kishnpura, Rajasthan- 304022		304022		31.03.2025		0.84		CSR00001725		Jankidevi Bajaj Gramvikas Sanstha		Akurdi Gaothan, Vivek Nagar, Akurdi, Pimpri-Chinchwad, Maharashtra 411035
8		Equipment and Furniture for setting up of BEST Centre at Symbiosis, Pune (Pending equipment) Add: Symbiosis International University, Near Lupin Research Park, Gram: Lavale, Tal: Mulshi, Maharashtra		412115		31.03.2025		1.64		CSR00001725		Jankidevi Bajaj Gramvikas Sanstha		Akurdi Gaothan, Vivek Nagar, Akurdi, Pimpri-Chinchwad, Maharashtra 411035

Includes projects which have been completed in FY 2024-25.

9.Specify the reason(s), if the company has failed to spend two percent of the average net profit as per sub-section (5) of section 135:

a)Taking into account the commitments made by the Company for the ongoing CSR projects/programs which are in progress and considering the project mode of CSR activity where the projects can extend beyond the financial year, there is no shortfall in the CSR expenditure mandated to be spent by the company during the financial year ended 31 March 2025.

b)As per provisions of section 135(6) of the Companies Act, 2013 (“the Act”), any amount remaining unspent under section 135(5) of the Act, pursuant to any ongoing project shall be transferred by the company within a period of 30 days from the end of the financial year to a special account to be opened by the company. Accordingly, such amount has been transferred by the Company to the specified account so opened within the prescribed period. As per the MCA circular dated 25 August 2021, this amounts to meeting of the obligation and due compliance under section 135 of the Act and hence there is no shortfall of spends.

Rajiv Bajaj

Managing Director and CEO and

Chairman of CSR Committee

(DIN: 00018262)

Pune: 29 May 2025