b.

Amounts less than ₹ 50,000 have been shown at actual against respective line items statutorily required to be disclosed.

c.

The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

d.

Companies incorporated in India forming part of the Group has performed the assessment to identify transactions with struck off companies as at 31 March 2025 and 31 March 2024 and identified no company with any transactions.

e.

The Group has not traded or invested in crypto currency or virtual currency during the financial year.

f.

The Group has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person other than disclosed in note 6.

g.

No funds have been advanced or loaned or invested either from borrowed funds or share premium or any other sources or kind of funds by the Company to or in any other person or entity, including foreign entities (‘Intermediaries’), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries except, the Company on 24 February 2025 has advanced loan of ₹ 1,043 crore (Euro 115 million) to Bajaj Auto International Holding B.V. (Netherlands) (‘BAIHBV’), a wholly owned subsidiary. Of this, BAIHBV further granted a loan amounting of ₹ 456 crore (Euro 50 million) on 24 February 2025 and invested in convertible bonds amounting to ₹ 460 crore (Euro 50 million) on 31 March 2025 ultimately into KTM AG, Austria (subsidiary of Pierer Mobility AG, Austria) through its associate Pierer Bajaj AG – to Pierer Mobility AG, Austria (subsidiary of Pierer Bajaj AG, Austria) to facilitate the funding needs of KTM AG, Austria towards the phased resumption of production at KTM AG and its operating costs. The said transactions has been executed within the framework defined by the Administrator in Austria. The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 and the Companies Act, 2013 for the said transactions, and these transactions are not violative of the Prevention of Money-Laundering Act, 2002.

h.

No funds have been received by the Group from any person or entity, including foreign entities (‘Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Group shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

i.

The Group has not been declared wilful defaulter by any bank or financial institution or Government or any Government authority.

j.

The Group has not been sanctioned working capital limits from banks or financial institutions during any point of time of the year on the basis of security of current assets.

k.

The Group does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

l.

31 March 2025

The holding company and its subsidiaries incorporated in India has used accounting software SAP-S4 HANA for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, audit trail feature has not been tampered with in respect of accounting software where the audit trail has been enabled. Additionally, the holding company and its subsidiaries has recorded and preserved audit trail in full compliance with the requirements of section 128(5) of the Companies Act, 2013. Further, in respect of the FY 2023-24, the holding company and its subsidiaries has preserved the requirements of recording audit trail to the extent it was enabled and recorded in respect of those years.

For one of its subsidiary, in respect of non-integrated LMS accounting software, where the audit log is maintained for access made to database by the DB users, audit trail has been enabled at the database level via Privileged Access Management tool for effective governance and oversight of access activities that was active for a part of the year and continued to be effective as on 31 March 2025. These DB users are not allowed to carry out any authorized direct changes/edits to financial transactions in the LMS-DB, which if carried out is ill-legal. The Company has established and maintained an adequate internal control framework and based on its assessment, believes that this was effective as of 31 March 2025.

31 March 2024

Bajaj Auto Ltd (BAL) and one of its subsidiary Bajaj Auto Technology Ltd (BATL) has used SAP-S4 HANA as the accounting software in previous year. SAP ensures an audit trail, providing standard functionality and logging in all changed data in the system. This functionality and audit trail feature in SAP has been operational throughout the year for all relevant transactions recorded through the application at BAL and BATL.

At BALand BATL, accounting documents are used to record all business transactions – posted documents are stored in SAP for every transaction and a financial document once posted cannot be deleted or changed for data points impacting financials. The SAP environment at BAL and BATL is appropriately governed and only authorised users can make postings in SAP, while interacting with the system through the application layer. Normal/regular users are not granted nor have direct SAP-DB (database) or super user level access which would allow them to make any changes to financial documents directly which have already been posted through the application.

To operate the SAP-application and the SAP-DB, the system necessarily requires a set of super-users to have DB-level accesses. These super-users are obligated to perform system related tasks. They are not allowed to carry out any direct changes/edits to financial transactions in the SAP-DB, which if carried out is ill-legal. In the event of an unauthorised change by a super user specifically, these can be detected through an investigative approach and/or using services provided by SAP as part of their financial data quality check service, which validates the consistency of financials based on the request of the client. Therefore, while the SAP-DB at the moment does not have the concurrent real time audit trail feature in view of its infeasibility, the tracking of changes can be done through a focused enquiry process.’

m.

The holding company holds investment in Bajaj Holdings & Investment Limited (listed entity) and Yulu Bikes Private Limited. Changes in fair value in respect of these investments is accounted for in other comprehensive income. In compliance with Ind AS 12, the holding company was making accounting provisions for Deferred Tax as per applicable law on changes in fair value on this investment.

For the listed entity, the Finance (No. 2) Act, 2024 changed the tax rate with respect to long-term capital gains from 10% plus surcharge and cess to 12.5% plus surcharge and cess.

Further, for the unlisted entity, the said Act withdrew the indexation benefit on long-term capital gains and the tax rate was changed from 20% plus surcharge and cess (with indexation) to 12.5% plus surcharge and cess (without indexation).

Due to the aforesaid changes, the accounting provision for Deferred Tax created on changes in fair value has been consequently increased by ₹ 75.80 crore while computing the other comprehensive income for the reporting period.

It is to be noted that only a provision is being made in the books of accounts at this point of time to record the Deferred Tax, in line with the applicable accounting standards and the recently enacted tax change. The actual payment of tax would be made at the time of sale/transfer of these investments. The cash outflow towards tax could be different at the time of sale/transfer depending on the actual gain and prevailing tax regulations.

n.

The management is continuously evaluating the developments and likely impact of imposition of Unites States tariff/reciprocal tariffs between countries and currently believes that there is no material impact on the financial statements/operations of the group.

o.

Companies incorporated in India forming part of the Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

p.

Figures for previous year/period have been regrouped wherever necessary.

As per our report of even date

On behalf of the Board of Directors

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

Niraj Bajaj

Chairman (DIN: 00028261)

Dinesh Thapar

Chief Financial Officer

Rajiv Bajaj

Managing Director (DIN: 00018262)

per Paul Alvares

Partner

Membership Number: 105754

Pune: 29 May 2025

Rajiv Gandhi

Company Secretary

Anami N. Roy

Chairman – Audit Committee

(DIN: 01361110)