DIRECTORS’ REPORT

Dear Members,

The directors are pleased to present the Nineteenth 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 2026 (‘FY2026’).

A Century of the ‘Bajaj Group’

The year 2026 marks a significant milestone as the Bajaj Group commemorates its centenary year, founded by late Shri Jamnalal Bajaj, a freedom fighter, philanthropist and the patriarch of the Bajaj Family, in 1926.

The Bajaj Group’s journey over the past 100 years stands as a remarkable testament to resilience, visionary leadership, and an enduring commitment to nation-building. The Group has evolved from a modest trading firm into one of India’s most respected and diversified conglomerates, playing a pivotal role in shaping the country’s industrial and financial landscape.

Over the decades, the Group has demonstrated an unwavering ability to adapt to India’s evolving economic context. From contributing to the self-reliance movement during the pre-independence era to becoming a leader in sectors such as automotive, financial services, electricals, and insurance, Bajaj has consistently remained ahead of the curve. Bajaj Auto’s iconic role in motorising India, Bajaj Finserv’s transformation of financial services delivery, and the Group’s presence across multiple high-growth sectors reflect its strong spirit of innovation and execution excellence.

Eighty Years of ‘Hamara Bajaj’

FY2026 also marked a significant milestone in the Company’s journey, as 29 November 2025 commemorated ‘Eighty Years’ of the Bajaj Auto legacy, tracing its origins to the incorporation of Bachhraj Trading Corporation Pvt. Ltd. on this day of the year 1945. Subsequently, in 1960, it was renamed Bajaj Auto Ltd., and in the same year, it went public with the maiden public issue and was listed on the Bombay Stock Exchange. Over these eight decades, Bajaj Auto has established itself as one of the India’s leading automobile companies, with a strong domestic and global presence, and a household name among millions of its customers. With over 32 million vehicles sold in over 100 countries, the ‘Bajaj’ brand is truly ‘The World’s Favourite Indian’. It is India’s No.1 motorcycle exporter and is also the world’s largest manufacturer of three-wheelers.

Post the demerger of the erstwhile Bajaj Auto Ltd. in 2008 (now known as Bajaj Holdings & Investment Ltd.), the carved out automobile business has continued to scale new heights year after year and has established itself as one of the market leaders in all the variants, including electric two-wheelers and three-wheelers segment.

The Board of Directors ('the Board') places on record its pride in the Company’s enduring legacy and expresses sincere appreciation for the exceptional leadership of the founding fathers, promoters, past and present directors, as well as for the dedication and commitment of the Company’s employees and workers at all levels, whose collective efforts have contributed significantly to the Company’s sustained performance and its present scale and stature.

Performance Highlights

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		FY2026		FY2025
Two-wheelers		4,316,850		3,982,309
Commercial vehicles		800,817		668,657
Total		5,117,667		4,650,966
of which exports		2,250,183		1,863,281

• Momentum across businesses led to highest ever volumes, with >5 million units (up 10% year over year), surpassing the previous peak of FY19.

• Landmark billing and retail across businesses – 125cc+ segment, KTM/Triumph and Chetak deliver new standards; CV volumes at an unprecedented over 5 lakh mark; exports across most markets at their best ever – signalling a versatile and resilient business model.

• Domestic revenue set a new milestone, growing 13% year over year, with broad-based growth across both two-wheelers and three-wheelers powering the delivery.

• Led by the solid show particularly in second half of the year, that was buoyed by GST rationalisation and sharp festive season execution, alongside the sustained scale-up of the EV portfolio, retaining our position as India's largest Electric Vehicle player with revenues of ₹ 8,000+ crores (over 20% of domestic sales).

• Exports scaled new highs on revenue, on strong double-digit volume growth (over 2 million units sold after the record FY22) and currency tailwind.

• LatAm delivered yet another stellar performance setting a new benchmark for the third consecutive year, while Africa stepped up to match Asia's double digit growth trajectory; the rebound of KTM exports and a sharp uptick of CVs ( nearly 50% year over year) providing a fillip.

• Despite a softer H1, Domestic Motorcycles rebounded to end the year with strong double-digit growth on the sports segment.

• Performance improved through the year with stronger traction particularly in the sports segment where Pulsar led the recovery with multiple refreshes and sharp in-market activation, as it scaled a new pinnacle, reinforcing the continued thrust on premiumisation.

• With global revenue of nearly ₹ 5,000 crores, KTM-Triumph delivered its best-ever (up 40% year over year), delighting about 2.25 lakh riders in the year.

• Driven by a strengthened portfolio and impactful activation – KTM (K) bolstered by the upgraded Duke and strong Adventure lineup; Triumph (T) through its modem classics lineup (Speed, Scrambler, Thruxton); aided by wider reach through K+ T outlets in approximately 80 towns.

• Commercial Vehicles posted a landmark year, reaffirming its unparalleled position and supported by the widest portfolio in the industry.

• Sustained the leadership in the ICE segment, while rapidly scaling up e3Ws and exiting the year as the No. 1 segment player. The electric vehicle segment expanded into the e-rickshaw category through Riki which is now in 100+ cities and is slated for expansion, in turn creating significant headroom for growth.

• Chetak reported a new high with revenues of over ₹ 4,000 crores and decisively retaining its position among India's foremost electric scooters.

• Navigating supply-side constraints in H1, the business staged a strong recovery in H2 as swift engineering interventions and agility in the backend enabled improved availability, alongside a range of portfolio and competitive interventions that turbo charged growth.

Financial performance

(₹ In Crore)
Particulars		Standalone				consolidated
		FY2026		FY2025		FY2026		FY2025
Total income		60,295.40		51,431.25		65,087.22		52,468.96
Total expenses		47,200.01		40,379.36		51,657.21		41,329.95
Share of profit/(loss) of associate (net)		–		–		560.74		(915.48)
Profit before exceptional items and tax		13,095.39		11,051.89		13,990.75		10,223.53
Exceptional items (net) – (gain)/loss		23.80		–		39.21		–
Profit before tax		13,071.59		11,051.89		13,951.54		10,223.53
Tax expense		3,262.36		2,689.21		3,396.35		2,687.54
Deferred tax – Exceptional item		(15.43)		211.26		(19.31)		211.26
Profit after tax		9,824.66		8,151.42		10,574.50		7,324.73
Profit/(loss) attributable to non-controlling interest		–		–		(169.71)		–
Profit for the year		9,824.66		8,151.42		10,744.21		7,324.73
Basic Earnings per share (₹)		352.0		292.1		385.0		262.4
Diluted Earnings per share (₹)		351.5		291.5		384.4		262.0

• Revenue from operations on a standalone basis clocked an all-time high of ₹ 58,732 crore, registering a robust 17% year over year growth on both record vehicles and spares sales.

• Notably, across every cut of the business – two-wheelers / three wheelers, ICE/EV and domestic/exports, revenues scaled yet another high, reflecting all-round strength across the portfolio/markets, with a richer sales mix and better currency realisation providing a further boost to growth.

• EBITDA came in at ₹ 12,019 crore, up 19% year over year, registering a new peak and Profit after tax reporting its biggest annual print at ₹ 9,825 crore, up 21% year over year.

• Margin improved to 20.5% (up 30 bps year over year) driven by favourable USD/INR realisation, a profitable mix and operating leverage which more than offset the scale-up of the margin-dilutive electric two-wheeler sales and focused investments to drive competitive growth.

• Bajaj Auto Credit Limited (BACL); The Company's wholly owned financing subsidiary, delivered a strong performance in FY2026, strengthening its role as a key strategic enabler of the business. AUM doubled to nearly ₹ 19,000 crore, PAT surged over 11x to ₹ 665 crore, and over 1 million customers were onboarded during the year.

• Bajaj Do Brasil Comercio De Motocicletas Ltda; Our wholly owned subsidiary in Brazil, delivered strong growth with sales more than doubling to over 32,000 units in CY2025. Growth was supported by network expansion to over 60 dealerships across 24 states and a capacity ramp-up to 50,000 units per annum.

• Bajaj Auto International Holdings BV (BAIH BV); During the year, Bajaj Auto, through its wholly owned subsidiary Bajaj Auto International Holdings BV (BAIH BV), supported the restructuring and revival of KTM AG and acquired a controlling stake in the business, resulting in Bajaj Mobility AG (BMAG) and KTM AG becoming step-down subsidiaries. The focus for the coming year will be on supporting KTM AG's turnaround through portfolio prioritisation, product development, go-to-market execution, supply chain optimisation and organisational simplification.

Transfer to reserves

The Board has decided to retain the entire amount of profit for FY2026 in the distributable retained earnings.

Closing balances in reserve/other equity

(₹ In Crore)
Particulars		Standalone				Consolidated
		FY2026		FY2025		FY2026		FY2025
General reserve		6,389.60		6,389.60		6,389.60		6,389.60
Retained earnings		26,386.57		22,419.94		29,250.60		24,498.81
Cash flow hedging reserve		–		–		3.03		(24.28)
Statutory reserve		–		–		144.63		11.66
Foreign exchange difference of subsidiary on paid-up capital		–		–		0.30		0.27
Foreign currency translation reserve		–		–		767.27		911.75
FVTOCI reserve		1,613.68		2,871.20		1,606.77		2,871.59
Capital reserve		–		–		84.97		63.14
Securities premium		208.81		115.57		208.81		115.57
Capital redemption reserve		10.41		10.41		10.41		10.41
Share based payments reserve		163.58		99.44		163.58		99.44
Treasury shares		(77.48)		(38.48)		(77.48)		(38.48)
Total		34,695.17		31,867.68		38,552.49		34,909.48

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’).

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

Shareholders’ Payout

To commemorate the centenary year of the Bajaj Group, the Board of your Company, being the flagship company of the Group, approved the proposal to reward the shareholders with an aggregate payout equivalent to 100% of the profits for the FY2026 through a combination of dividend and share buyback, in accordance with the Dividend Distribution Policy of the Company and in line with the Company’s commitment to consistently reward its shareholders and deliver sustainable returns.

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 ₹ 150 per equity share of ₹ 10 each (1500%) for the year ended 31 March 2026 totalling to ₹ 4,192.47 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 29 May 2026 and will be subject to deduction of tax at source at prescribed rates pursuant to the Income Tax Act, 2025. For further details on taxability, please refer to the Notice of ensuing AGM.

Buyback

The Board at its meeting held on 06 May 2026 has approved the proposal for buyback of up to 4,694,000 fully paid-up equity shares of face value of ₹ 10 each by the Company at a price of ₹ 12,000 each for an aggregate consideration not exceeding ₹ 5,632.80 crore through the tender offer route, subject to approval of the members of the Company, which is being sought by way of a postal ballot.

Further details of buyback are available on the website of the Company at https://www.bajajauto.com/investors/share-buyback-2026

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 240,230 equity shares of face value of ₹ 10 each to the Bajaj Auto ESOP Trust in accordance with the Scheme on 12 December 2025. 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 ₹ 279.50 crore comprising of 279,497,838 equity shares of face value of ₹ 10 each as on 31 March 2026, as against ₹ 279.26 crore comprising of 279,257,608 equity shares of face value of ₹ 10 each as on 31 March 2025. 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 2025-26, CRISIL Ratings vide its letter dated 05 June 2025, has reaffirmed 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 vide its letter dated 06 August 2025, has affirmed its rating of ‘IND AAA/Stable/IND A1+’ 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

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

Detailed information on capacity expansion 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 2.25 million vehicles as against 1.86 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’), the 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, as amended, the statement containing salient features of the financial statement of the Company’s subsidiaries for the financial year ended on 31 March 2026 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 financial statements for the financial year ended on 31 March 2026 for 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

Acquisition of KTM AG, Europe’s largest sports motorcycle manufacturer

During FY2026, the Company, through its wholly owned subsidiary in the Netherlands viz., Bajaj Auto International Holdings BV (‘BAIH BV’), undertook a series of strategic transactions to support the restructuring, revival and eventual acquisition of control of KTM AG (‘KTM’), Austria, a leading European manufacturer of off-road and street motorcycles, with strong Research and Development (R&D)-led technology capabilities, a global geographic presence, and aspirational brands/products that are considered to be market leaders, especially in the premium motorcycle segment. It unites the globally admired brands – KTM, Husqvarna and GASGAS under one roof.

• Bajaj Auto – KTM strategic relationship

Bajaj Auto’s strategic partnership with KTM dates back to 2007, when the Company entered into a strategic alliance with KTM Group for the joint development, marketing and distribution of motorcycles under KTM brand in India and overseas markets.

Until November 2025, the Company through BAIH BV, held a 49.9% stake in Bajaj Auto International Holdings AG (‘BAIH AG’), formerly Pierer Bajaj AG, Austria.

BAIH AG holds a 74.94% stake in its listed subsidiary, Bajaj Mobility AG (‘BMAG’), formerly PIERER Mobility AG, Austria, with balance held by public shareholders. The shares of BMAG are listed on the SIX Swiss Exchange and Vienna Stock Exchange. BMAG, in turn, holds a 100% stake in KTM AG.

• KTM restructuring process and strategic facilitation by Bajaj Auto

Due to the acute liquidity challenges which could not serve the spiralling debt and working capital constraints, that stifled routine business operations, KTM AG and its two operating subsidiaries entered into a self-administrative restructuring process under the Austrian laws.

To address the KTM business’ acute liquidity challenges and enable a structured revival of the brand, which has a strong heritage and acclaimed position worldwide, the Company through BAIH BV undertook a set of strategic interventions by way of a combination of equity and debt fund infusion, amounting to € 880 million.

• Acquisition of controlling stake in KTM

Pursuant to the restructuring framework and receipt of all the required regulatory approvals in November 2025, the Company, through its wholly owned subsidiary, viz. BAIH BV, completed the strategic acquisition of sole controlling stake in BAIH AG (formerly Pierer Bajaj AG), thereby increasing its stake from 49.9% to 100%.

Accordingly, BAIH AG became a wholly owned subsidiary of BAIH BV and, in turn, a step-down wholly owned subsidiary of the Company. As a result, BMAG, KTM AG and their other group entities, became step-down subsidiaries of BAIH BV and the Company.

• Post-acquisition developments and financial progress

In line with the change in ownership and control, Pierer Bajaj AG was renamed Bajaj Auto International Holdings AG in December 2025 and PIERER Mobility AG was renamed Bajaj Mobility AG in January 2026. This was accompanied by the reconstitution of the Supervisory and Management Boards of BAIH AG, BMAG and KTM AG.

As a part of its restructuring measure, KTM Group took various steps for the revival of its manufacturing operations, supply chain, sales and marketing, workforce rationalization which has started yielding positive results, with its listed holding company, BMAG reporting a consolidated revenue of € 1,009 million for the year ended 31 December 2025 (as per IFRS).

Some of the other key performance highlights of the year 2025 include:

• Strong recovery in the second half of the year with retail sales increased by approximately 60% as compared to first half

• Sales: 209,704 units

• Restructuring gain: € 1,193 million

• EBITDA: € 874 million

• Net profit: € 590 million

• Net debt significantly reduced to € 798 million

• Inventories reduced by 101,153 units – from 248,580 to 147,427 vehicles

• 29 motorsport championship titles – the most successful year in the company’s history.

In February 2026, KTM AG successfully secured a refinancing facility of € 550 million from an international banking consortium to refinance debt previously extended by BAIH BV as a part of the restructuring process. This was followed by proportionate closure of bank loans availed by BAIH BV.

Bajaj Auto International Holdings BV, Netherlands

Bajaj Auto International Holdings BV (‘BAIH BV’) is a 100% Netherlands-based subsidiary of the Company and serves as the holding company for BAIH AG and its 67 subsidiaries, including step-down subsidiaries, as on 31 March 2026, pursuant to the acquisition of control as detailed above.

During the year under review, the issued and paid-up share capital of BAIH BV was increased to € 323 million (₹ 2,421 crore) on account of additional investment of € 125 million (₹ 1,202 crore) made by Bajaj Auto in the equity share capital of BAIH BV.

Bajaj Do Brasil Comercio De Motocicletas Ltda.

Bajaj Do Brasil Comercio De Motocicletas Ltda. (‘Bajaj Brasil’), a wholly owned subsidiary of Bajaj Auto with an issued and subscribed share capital of BRL 58 million (₹ 94 crore). The subsidiary was established to address opportunities in Brazil’s highly competitive market.

Bajaj Auto (Thailand) Ltd.

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

The subsidiary has set up an Engineering Design Centre, 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'), 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.

PT. Bajaj Auto Indonesia (‘PT BAI’)

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

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

Bajaj Auto Technology Ltd. (‘BATL’)

BATl was incorporated in October 2021 as a wholly owned subsidiary of the Company. This subsidiary is adequately capitalised with a paid-up equity share capital of ₹ 470 crore as on 31 March 2026. Reflecting its new business dynamics, BATL remains focused on creating new cutting-edge and disruptive technologies and products.

Bajaj Auto Credit Ltd. (‘BACL’)

BACl is a wholly owned captive financing subsidiary of Bajaj Auto, with a paid-up equity share capital of ₹ 2,700 crore as on 31 March 2026, established to support the retail ecosystem of Bajaj Auto’s two-wheeler and three-wheeler businesses. India’s two-wheeler and three-wheeler markets remain credit-driven, with nearly 65% – 75% of vehicles retailed through financing. BACL, therefore, serves as a strategic growth engine, enabling Bajaj Auto to strengthen its domestic market position by offering seamless, customized, and geographically diversified financing solutions.

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 determining Material Subsidiaries, 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

During FY2026, the Company did not have any material subsidiary. However, based on the audited financial statements as on 31 March 2026, the Board of Directors has identified BAIH BV, BAIH AG, BMAG and KTM AG as material subsidiaries of the Company for FY2027, in accordance with regulations 16(1)(c) & 24(1) of the Listing Regulations, 2015 and the Company’s policy for determining Material Subsidiaries. The Company is in the process of establishing the necessary governance framework, oversight mechanisms and reporting processes for these entities, in line with applicable regulatory requirements.

Joint Ventures and other matters

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

Yulu Bikes is India’s largest shared electric mobility player, focused on enabling inclusive, affordable, and sustainable last-mile mobility. Serving both individual users and commercial applications, especially quick commerce, Yulu Bikes has become a critical part of last-mile logistics infrastructure.

It operates across 10 cities in India, with a direct presence in the four metros viz., Bangalore, Mumbai, NCR, and Hyderabad and franchise operations in six additional cities. In FY2026, Yulu Bikes deployed approximately 48,000 electric two-wheelers, delivering 36% YoY revenue growth driven by fleet expansion and improved utilization. Notably, it has achieved EBITDA profitability during the year.

Your Company has also supported the development and production of electric two-wheelers for Yulu Bikes fleet, supplying nearly 30,000 low-speed electric two-wheelers to date.

Looking ahead, Yulu Bikes plans to scale rapidly by expanding its geographic footprint and diversifying its product offerings, reinforcing its position as a backbone for India’s last-mile mobility ecosystem.

Your Company’s total investment in Yulu Bikes stands at ₹ 165 crore as on 31 March 2026.

Collaboration with Triumph Motorcycles Ltd. (Triumph)

With the launch of Triumph, Bajaj Auto has established a strong presence in the classic premium motorcycle segment through collaboration with the iconic British brand. The product portfolio comprises technology-led, high-performance motorcycles designed in their timeless forms. These motorcycles are manufactured at Bajaj Auto’s Chakan plant – 2, catering to the domestic and international markets.

Bajaj Auto continued to expand the Triumph’s retail network to 221 showrooms across 174 cities in India (including 80 KTM-Triumph outlets), each built to Triumph’s global brand standards. These outlets also retail a curated range of accessories tailored for the 400cc India bikes.

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 2025-26 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 to be held in the year 2027.

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

Secretarial Auditors

Pursuant to the provisions of regulation 24A of the Listing Regulations, 2015, as amended and section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members at the 18th AGM of the Company held on 06 August 2025, based on the recommendation of the Audit Committee and the Board, approved the appointment of Makarand M. Joshi & Co. (‘MMJC’), a peer reviewed firm of Company Secretaries in Practice (Firm Registration No. P2009MH007000, Peer Review No. 6832/2025), as secretarial auditors of the Company for a term of five consecutive years, commencing from conclusion of the said AGM until the conclusion of the 23rd AGM to be held in the year 2030. The secretarial audit report in Form MR-3 for the financial year 2025-26 is annexed to this Directors’ Report as Annexure I.

In addition to the above, pursuant to regulation 24A(2) of the Listing Regulations, 2015, as amended, the secretarial compliance report for the financial year 2025-26 has been issued by MMJC, secretarial auditors of the Company and the same will be submitted to the stock exchanges where the shares of the Company are listed within the stipulated timeframe. The report will also be made available on the website of the Company.

The secretarial audit report for the financial year 2025-26 does not contain qualification, reservation or adverse remark or disclaimer, except the remark pertaining to the post-facto approval of the members obtained for material related party transactions undertaken through the Company’s wholly owned subsidiary, BAIH BV, as a part of the restructuring of KTM AG and its two subsidiaries. The rationale for seeking the post-facto approval has been adequately explained in the postal ballot notice dated 10 July 2025 which is available on the Company’s website at https://www.bajajauto.com/-/media/images/bajajauto/media-kit/press-release/disclosures/disclosures-_-exchange-intimations/2025-26/postal-ballot-notice—final.pdf

The said material related party transactions were approved by the members (excluding the members who were related parties of the Company, irrespective of whether related to the aforesaid transaction(s)), by way of an ordinary resolution passed on 16 August 2025, through postal ballot with a majority of 98.37%.

Adequate disclosures were made to the stock exchanges at every stage, as required under the Listing Regulations, 2015.

Further, except as stated above, there are no other qualifications, reservations or adverse remarks or disclaimers in the secretarial compliance report for the financial year 2025-26.

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 2027 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 the 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

In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under review, the auditors have not reported any frauds to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of section 134(3)(ca) of the Act are required to be disclosed.

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 Companyand business continuity plan.

The Risk Management Committee oversees the risk management process in the Company. The Audit Committee has an additional oversight on the financial risks and controls.

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 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 2026. 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 practicing company secretary regarding compliance of conditions of corporate governance is annexed to the Corporate Governance Report, which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

Related party transactions at Bajaj Auto

Your Company has in place a robust process for approval of related party transactions and on dealing with related parties. All transactions with related parties and subsequent modifications are placed before the Audit Committee for its review and prior approval. Omnibus approval is obtained for all related party transactions that are foreseen and repetitive in nature. A statement detailing the related party transactions entered into pursuant to the omnibus approval is reviewed by the Audit Committee on a quarterly basis.

All contracts/arrangements/transactions entered into by the Company during FY2026 with related parties were in the ordinary course of business and on arm’s length basis and in accordance with the applicable provisions of the Act, the Listing Regulations, 2015 and as per the Company’s policy on materiality of & dealing with related party Transactions. The Company has also engaged an independent accounting firm to ensure that transactions carried out with related parties strictly adhere to arm’s length principles and are consistent with best market practices.

Material related party transactions approved by the members of the Company during FY2026

During the year under review, the members of the Company approved, on a post-facto basis, the material related party transaction(s), by way of an ordinary resolution passed on 16 August 2025 through postal ballot conducted by remote e-voting. The approval pertained to transactions between:
(i) BAIH BV, a wholly owned subsidiary of the Company and (ii) Pierer Bajaj AG (‘PBAG’), subsequently renamed ‘Bajaj Auto International Holdings AG’, PIERER Mobility AG (‘PMAG’), subsequently renamed ‘Bajaj Mobility AG’ and KTM AG (‘KTM’), the related parties of the Company (purely through and due to the Company’s erstwhile indirect shareholding of ~37.4% in KTM), in connection with restructuring support provided to KTM AG and its two subsidiaries.

In terms of the then applicable provisions of regulation 2(1)(zc), regulation 23(2)(c) read with the first proviso to regulation 23(1) and regulation 23(4) of the Listing Regulations, 2015, the material related party transactions (i.e., the related party transactions whether on an individual basis or taken together with previous transactions during a financial year, exceed ₹ 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statements of the Company, whichever is lower), necessitated prior approval of the Company’s members.

Accordingly, the Company sought approval of the members for the aforementioned transactions entered into by BAIH BV with PBAG, PMAG and KTM AG for an aggregate value not exceeding € 865 million during FY2026.

More details of the said material related party transactions are set out in the postal ballot notice dated 10 July 2025, which is available on the website of the Company at https://www.bajajauto.com/-/media/images/bajajauto/media-kit/press-release/disclosures/disclosures-_-exchange-intimations/2025-26/postal-ballot-notice—final.pdf

Policy on Related Party Transactions

During the year under review, the Board of Directors, based on the recommendations of the Audit Committee, approved and took note of the revision to the Policy on materiality of & dealing with Related Party Transactions. These revisions were undertaken to incorporate the recent amendments to the Listing Regulations, 2015 and to further strengthen the Company’s governance mechanism in relation to the related party transactions.

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

Statutory Disclosures

Details of transactions with related parties during FY2026 are provided in the notes to the financial statements.

During the year under review, there were no contracts or arrangements or transactions requiring approval under section 188(1) of the Act.

In accordance with the reporting requirements specified in section 134(3)(h) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, the particulars of the material contracts or arrangements or transactions entered into by the Company with its related party during FY2026 at arm’s length basis, referred to in section 188(1) of the Act are provided in Form AOC-2, which is annexed to this Directors’ Report as Annexure II.

The Company in terms of regulation 23 of the Listing Regulations, 2015 submits on the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions, in the format specified by the SEBI. The said disclosures are available on the Company’s website at https://www.bajajauto.com/investors/disclosures

Changes in Directors and Key Managerial Personnel

The changes in the composition of the Board of Directors and Key Managerial Personnel (‘KMP’) of the Company during the year under review and up to the date of this report are as under:

Re-appointment

• As reported last year, based on the recommendations of the Nomination and Remuneration Committee and the Board, the members of the Company vide special resolution(s) passed on 30 April 2025, through postal ballot conducted by remote e-voting process, approved:

i. re-appointment of Rajiv Bajaj (DIN: 00018262) as the Managing Director and CEO of the Company for another term of five years effective from 01 April 2025 to 31 March 2030, including remuneration; and

ii. re-appointment of Abhinav Bindra (DIN: 00929250) as a Non-executive independent director of the Company for a second term of five years effective from 20 May 2025 to 19 May 2030.

In the opinion of the Board, Abhinav Bindra upholds the highest standards of integrity and possesses the requisite experience, expertise and proficiency, which adds value to the Board in the effective discharge of its functions.

• The Board, at its meeting held on 18 March 2026, based on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Pradeep Shrivastava (DIN: 07464437) as a Whole-time director, designated as Executive director of the Company for a further term of five years effective from 01 April 2026 to 31 March 2031.

In terms of the provisions of regulation 17(1C) of the Listing Regulations, 2015, the Company is required to obtain approval of the members for appointment or re-appointment of directors at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the approval of the members for re-appointment of Pradeep Shrivastava is being sought by way of a postal ballot.

Change in Designation and Appointment

Based on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on 06 May 2026, approved the re-designation and appointment of Rakesh Sharma (DIN: 08262670), presently a Whole-time director designated as Executive director of the Company, as Joint Managing Director, for a period from 01 June 2026 to 31 March 2029, subject to the approval of the members of the Company.

Accordingly, the special resolution seeking approval of the members for his re-designation and appointment as Joint Managing Director of the Company forms part of the Notice of ensuing AGM.

The Board is of the opinion that his continued association with the Company in the enhanced role will be beneficial to the Company, considering his experience, leadership qualities, and contribution to the growth of the Company.

Cessation

There was no cessation of any director or key managerial personnel from the Company during the year under review.

Retirement by Rotation

Pursuant to the provisions of section 152 of the Act, Sanjiv Bajaj (DIN: 00014615), Non-executive, non-independent director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Brief details of Sanjiv 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 and up to the date of this 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, seven Board meetings were held. The details of the meetings held and attended by the directors during FY2026 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

• Duplicate Share Certificate Issuance Committee

Details of the Committees in respect of its composition, terms of reference and meetings held during FY2026 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 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, where applicable;

• 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 2026 and of the profits of your Company for the financial year ended 31 March 2026;

• 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 2026 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 are adequate and 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 are adequate and 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 read with the Listing Regulations, 2015 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

Pursuant to section 178(3) of the Act and regulation 19(4) read with part D of schedule II of the Listing Regulations, 2015, 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 are detailed in the Corporate Governance Report, which forms part of this Annual Report. During the year under review, there has been no change to the policy.

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, 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 Directors’ Report as Annexure III.

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, 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 BAL-ESOS 2019 was originally approved by the members of the Company through a special resolution passed by postal ballot on 13 March 2019. Further, the members at the 17th AGM of the Company held on 16 July 2024, approved amendments to the BAL-ESOS 2019, inter alia, to expand the categories and base of employees to include the employees of group and associate companies for grant of options, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP Regulations’). The Scheme was also amended to revise certain criteria relating to retirement, transfer/deputation, death/permanent incapacity.

During the year under review, there has been no change in the BAL-ESOS 2019. The Scheme, as amended, is in compliance with the ESOP Regulations and is available on the Company’s website at https://www.bajajauto.com/investors/disclosures-under-regulation-46-of-the-sebi-lodr

During FY2026, the Nomination and Remuneration Committee of the Board granted 380,048 stock options convertible into equivalent number of equity shares of ₹ 10 each at a grant price of ₹ 8,849 being the closing market price on the NSE on the day preceding the day of grant to the eligible employees of your Company and its Indian subsidiaries as per the terms and conditions of the Scheme, as amended.

Pursuant to the provisions of ESOP Regulations, the certificate received from the secretarial auditors of the Company confirming implementation of the Scheme in accordance with the said regulations and the resolutions 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 2026, 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 standalone 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

Prevention of Sexual Harassment

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention 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 at all relevant locations 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, no complaints pertaining to sexual harassment of women employees were filed in terms of the PoSH Act. Accordingly, there were no complaints pending resolution for more than ninety days and no complaints remained unresolved as on 31 March 2026.

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:

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

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

Compliance relating to the Maternity Benefit Act, 1961

In accordance with the Companies (Accounts) Second Amendment Rules, 2025 notified by the Ministry of Corporate Affairs on 30 May 2025, the Board confirms that the Company is fully compliant with the Maternity Benefit Act, 1961.

The Company remains committed to upholding its Maternity Policy in strict accordance with both the intent and provisions of the Maternity Benefit Act, 1961, and continues to provide maternity leave benefits, protection of employment during the maternity period, insurance coverage, creche facilities and post-maternity engagement initiatives, while fostering a supportive and inclusive work environment.

Industrial Relations

With holistic development of all as core principle, your Company has prioritised well-being, diversity, inclusion, and equal opportunities for all its employees, continuously. Strong focus on skill enhancement, participation and appreciation has strengthened the culture of innovation and business excellence at Bajaj Auto.

FY2026 has further strengthened industrial harmony and reinforced proactive industrial relations framework through enhanced employee engagement. Building on a strong foundation of participative governance, grievance resolution, and welfare initiatives, this year also Bajaj Auto has continued to set benchmarks for inclusivity, compliance, and organizational effectiveness.

For ensuring employee well-being and engagement, philosophy of 'Yutori – Joy at Workplace', with its three-pronged approach, is adopted by the Company. It has a people centric approach, highlighting employee well-being through physical, mental, and spiritual upliftment thereby driving higher engagement, improved efficiency, enhanced standards and a stronger TPM culture. This has helped to inculcate a positive and fulfilling professional environment at all levels.

1. Body – Physical Happiness: focuses on provision of a clean, safe, healthy and ergonomically better work environment.

2. Mind – Mental Happiness: focuses on training, multiskilling, stress free working conditions, rewards and recognition along with providing multiple platforms for both-way communications.

3. Soul – Spiritual Wellbeing: focuses on collaborative culture development, trust building through family care, celebration of various events & festivals and emotional wellness through yoga, meditation and counselling sessions.

TPM, embedded deep inside the Company culture, as always, stayed as the core of continuous evolution towards excellence, involving all employees. Footprints of TPM journey have been marked across all functions, with special mention for two major milestones in FY2026. Chakan plant – 2, conducted its TPM kick-off ceremony, thus taking ‘the first step towards excellence.’

Efforts and effects of TPM implementation were also evident through many awards and recognition received by all functions of the Company from various national level institutes like JIPM, CII, QCFI, and IIIE.

The committee-driven framework, promoting active collaboration with various committees, which are dedicated to worker welfare, has achieved robust coordination and participative management. It has helped substantially, in prevention of any major grievance.

Relations with unions remained friendly and transparent, reflecting the shared commitment of the Company and union in ensuring a balanced and prosperous future.

A gender diverse pool 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.

Aligned to the ‘Yutori philosophy’ all employees have access to various recreational and sports facilities including gym, indoor sports, track & field and yoga, dance, music zones. Giving special importance to mental health, your Company has partnered with leading organizations that specialize in mental well-being of employees.

Considering employee health a top priority, a robust health support system has been provided for all. Tie ups with reputed hospitals ensure quality and emergency assistance, which enhances employee confidence.

For lasting social impact, various charitable events such as donation drives, NGO stalls, reforestation drives, etc. were organised which witnessed active and voluntary participation from employees.

The Company takes immense pride in providing its talented employees with opportunities to showcase their skills in drama competitions organized by the Government of Maharashtra at the state level. Their dedication and creativity have earned them numerous prestigious awards and recognitions. Additionally, employees have shown 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 the Company.

Constant employee development, employee satisfaction, trust building, meaningful and ongoing welfare measures continue to be the driving force behind proactive employee engagement. These efforts helped in developing a powerful sense of belongingness and understanding at workplace, which motivates and supports every employee at Bajaj Auto to excel beyond limits.

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

Corporate Social Responsibility (CSR)

‘Bajaj is a catalyst for social empowerment’.

At Bajaj Auto, our commitment to society extends well beyond our business operations. As a responsible corporate citizen, we continue to undertake community development initiatives that have empowered generations.

In line with this ethos, the Company’s CSR initiatives are aligned with its core purpose, focusing on skilling, education, environmental sustainability, and health.The Company’s flagship programs:
Bajaj Engineering Skills Training (BEST), Bajaj Manufacturing Systems (BMS) Certification program, Service Technician Excellence Program (STEP), Sakhi Skills Kendra (SSK) and Rupa Rahul Bajaj Scholarship for Women in Engineering (RRBSWE) drive its overarching commitment towards skill development and STEM education.

The detailed information on CSR initiatives undertaken by your Company during the financial year ended 31 March 2026 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 sections 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 2026.

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 FY2026.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and policy of the Company.

The CSR Policy is hosted on the Company’s website at https://www.bajajauto.com/-/media/bajajauto/Investors/code-policy/BAL-Revised-CSR-Policy-29-April-2021.ashx

Business Responsibility and Sustainability Report (BRSR)

In terms of regulation 34(2)(f) of the Listing Regulations, 2015 read with SEBI master circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026, the Company has included a detailed BRSR for the financial year 2025-26 in the prescribed format 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 along with the assurance statement on BRSR Core, issued by an independent external assurance agency, viz., DNV Business Assurance India Pvt. Ltd.

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

During FY2026, R&D focused on all the key segments, strengthening the Bajaj Auto’s portfolio. A strong product roadmap has been developed for each business segment and is being executed to strengthen the brands in each segment as well as to explore new opportunities.

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. 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 several areas as listed below:

• Manpower: R&D has reorganised itself to align its teams to the key business segments Bajaj Auto operates in. The structure has also been made flatter for greater agility and better flow of information. R&D has expanded its team size carefully in strategic 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. Several new test facilities and prototyping facilities were added.

• Patent: R&D continues its focus on building up the IP portfolio by filing patents covering various areas of powertrain, vehicle and integration. Also, numerous design registrations have been made to cover the new vehicle designs.

Technology

As in the past, new and improved technologies have 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		FY2026		FY2025
i. Capital (including technical know-how)		126.05		51.56
ii. Recurring		566.76		574.10
Total		692.81		625.66
Total R&D expenditure as a percentage of sales		1.23%		1.30%

Conservation of energy

Your Company’s commitment to sustainability is reflected in the ongoing efforts to conserve energy and optimize resource use across all its manufacturing facilities including the corporate office in Pune.

By integrating advanced technologies, enhancing process efficiencies, and strengthening operational controls, the Company is systematically reducing its environmental footprint. At the same time, the Company is increasing the share of renewable energy in its operations, further aligning with its long-term sustainability goals.

These initiatives have resulted in consistent year-on-year reductions in energy and water consumption, supporting responsible resource management.

Beyond environmental benefits, your Company’s efforts also deliver operational efficiencies and cost optimization. The following key initiatives demonstrate your Company’s continued progress towards building a more sustainable, resilient, and energy-efficient organization:

Electrical Energy

• Use of energy efficient compressors for compressed air supply.

• Increased usage of energy-efficient equipment such as motors, fans, etc.

• Periodic reconditioning of transformers to prevent losses due to ageing.

• Use of hermetically sealed natural oil-cooled transformers.

• Sequential start and stop system at PTED process to optimise energy usage.

• Optimised compressed air pressure setting across all plants.

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

• Use of highly energy efficient LED lights across all plants.

• Timers for power on/off based on the working times across all processes.

• Continued efforts on power factor improvement through RTFC at the substation.

Water

• Zero Liquid Discharge (‘ZLD’) at all plants by recycling of treated effluent and sewage.

• Installation of RO polishing unit to reduce DM water reject quantity.

• Hydropneumatics pumping system to eliminate localized 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 the canteen and offices.

• Rainwater harvesting through water ponds.

• Ground water recharging to the extent of 11 lakh kL is done every year.

LPG/Propane

• Burner optimisation at colour line baking oven.

• Reduced thermal losses in paint ovens through enhanced insulation.

• Low-temperature degreasing chemicals.

• ASU optimisation through reducing humidity spread.

• Continued use of magnetic resonators in the gas train pipeline.

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

• Optimised running hours of paint shops for efficient use of fuel.

• Installed energy-efficient cooking equipment in the canteen.

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

Utilisation of renewable energy – key initiatives

• Ongoing solar power generation from solar plants having total capacity of 18 MW.

• Hot water rooftop solar system for canteen and residential area.

• Use of natural day light system.

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
		FY2026		FY2025
Electricity consumption		4.23		2.07
Water consumption		6.04		2.45
LPG/PNG consumption		3.0		0.92

Investment and savings

(₹In Crore)
Description		FY2026		FY2025
Investment for energy conservation activities		3.14		1.86
Recurring savings achieved through above activities		2.95		1.64

The Company will continue to closely monitor energy consumption, refine its strategies, and remain committed to achieving its long-term energy objectives. At times, the Company will further reduce its environmental footprint and enhance energy efficiency across all operations through the TPM methodology.

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 2025-26 was ₹ 19,882.92 crore, as compared to ₹ 15,864.36 crore during the financial year 2024-25.

Total foreign exchange outflow during the financial year 2025-26 was ₹ 4,431.01 crore, as against ₹ 2,583.68 crore during the financial year 2024-25.

Particulars of Loans, Guarantees or Investments

During the year under review, no guarantees were given by the Company in terms of the provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The details of loans and investments made by the Company 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.

Annual Return

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return for FY2026, is 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

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 and the relevant details are available on the Company’s website 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 2026 have been disclosed as per division ll 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

• There is no change in the nature of business of the Company during FY2026.

• 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.

• Your Company has not accepted any public deposits under chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during FY2026.

• A cash flow statement for FY2026 is attached to the Balance Sheet.

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

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

• 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 consistent efforts towards manufacturing excellence and other initiatives were acknowledged by the following awards and accolades received during the year under review:

• Bajaj Auto’s Pantnagar plant received the prestigious ‘Advanced Special Award for TPM Achievement’ from the Japan Institute of Plant Maintenance (‘JIPM’).

The two excellent case studies presented by the Pantnagar plant were also recognised as winners of the ‘TPM Excellence Award – TPM Excellent Case Study Commendation’ by JIPM.

• Bajaj Auto was honoured with two prestigious National IP awards – one from the Ministry of Commerce and Industry (Indian IP Office) as a ‘Top Indian company for designs, filing, registration and commercialisation’ and another from the Confederation of Indian Industry (‘CII’) for ‘Best design registration portfolio’ and as a ‘Top 30 IP-driven organization in India’, reinforcing its standing as one of India’s most forward-looking, innovation-driven organizations.

• Bajaj Auto has been ranked among the ‘World’s Best Companies 2025’ and named one of ‘India’s Best Employers 2025’ by TIME Magazine and Statista.

• Bajaj Auto was recognized on ‘Forbes’ World’s Best Employers 2025 list’, marking the fifth consecutive year the Company has received this distinguished global recognition. Bajaj Auto is among the top 10 companies from India identified in this esteemed ranking.

• Bajaj Auto was recognized as a ‘Company with Great Managers – 2025’ by the Great Manager Awards, presented by People Business, marking its fifth consecutive year of receiving this recognition. This consistent achievement places the Company among a select group of organizations known for their strong managerial capabilities.

• The Investor Relations (‘IR’) function of Bajaj Auto received wide recognition for the second consecutive year in the Institutional Investor Executive Team Rankings in 2025. The Company’s CFO, IRO and IR team were in the top ranks, voted by the buy-side investors and sell-side analysts in the Autos & Auto Parts sector in Asia (excl. China/Japan). Further, Bajaj Auto secured rankings in 11 of the 12 relevant categories, making it one of the Most Honoured Companies among the 37 Auto sector and 998 total companies.

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: 06 May 2026

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 2026

To,
The Members,
Bajaj Auto ltd.
Bajaj Auto ltd. Complex, Mumbai – Pune Road,
Akurdi, Pune-411035, Maharashtra

We 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 ‘the Company’). The secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Auditor’s Responsibility:

Our responsibility is to express an opinion on the compliance of the applicable laws and maintenance of records based on audit. We have conducted the audit in accordance with the applicable Auditing Standards issued by the Institute of Company Secretaries of India. The Auditing Standards requires that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March 2026 (hereinafter called the ‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2026 according to the provisions of:

(i)		The Companies Act, 2013 (‘the Act’) and the rules made thereunder;
(ii)		The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii)		The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv)		Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment (Foreign Direct Investment and External Commercial Borrowings are not Applicable to the Company during the Audit Period);
(v)		The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): –
		(a)		The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
		(b)		The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
		(c)		The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the Audit Period);
		(d)		The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
		(e)		The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the Audit Period);
		(f)		The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 regarding the Companies Act and dealing with client;
		(g)		The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company during the Audit Period); and
		(h)		The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period).

We have also examined compliance with the applicable clauses of the following:

(i)Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii)The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made thereunder (‘Listing Regulations’).

During the Audit period the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards etc. as mentioned above except that the Bajaj Auto International Holdings BV (registered in the Netherlands), a wholly owned subsidiary of the Company has entered into material related party transaction with Pierer Bajaj AG, PIERER Mobility AG and KTM AG (registered in Austria) for restructuring support for KTM AG and its subsidiaries, related parties of the Company, without obtaining prior approval of the shareholders as per regulation 23 of Listing Regulations. However, the transaction was subsequently approved by the shareholders.

We further report that, having regard to the compliance system prevailing in the Company and on the examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following law applicable specifically to the Company:

a) The Motor Vehicles Act, 1988 and

b) The Central Motor Vehicle Rules, 1989.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of executive, non-executive directors and independent directors. During the Audit period there were no changes in composition of the Board of Directors other than re-appointment of Managing Director and Independent Director that carried out in compliance with the provision of the Act and Listing Regulations.

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

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

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

We further report that during the Audit period, the Company has Issued and allotted 240,230 equity shares pursuant to exercise of options granted under Bajaj Auto Employee Stock Option Scheme, 2019.

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

For Makarand M. Joshi & Co.
Company Secretaries
ICSI UIN: P2009MH007000
Peer Review Cert. No.: 6832/2025

Kumudini Bhalerao Partner FCS No: 6667 CP No.: 6690 UDIN: F006667H000296506

Date: 06 May 2026 Place: Mumbai

Annexure A to the Secretarial Audit report

To,
The Members,
Bajaj Auto ltd.
Bajaj Auto Ltd. Complex, Mumbai – Pune Road,
Akurdi, Pune – 411035.

Our report of even date is to be read along with this letter.

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

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

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

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

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

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

For Makarand M. Joshi & Co.
Company Secretaries
ICSI UIN: P2009MH007000
Peer Review Cert. No.: 6832/2025

Kumudini Bhalerao Partner FCS No: 6667 CP No.: 6690 UDIN: F006667H000296506

Date: 06 May 2026 Place: Mumbai

Annexure II to Directors’ Report

Form No. AOC–2

[Pursuant to section 134(3)(h) of the Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014]

Disclosure of particulars of contracts or arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 including certain arm’s length transactions under fourth proviso thereto for the financial year ended 31 March 2026.

1. Details of contracts or arrangements or transactions not at arm's length basis:

No contracts or arrangements or transactions were entered into by the Company with the related parties during the year ended 31 March 2026, which were not at arm’s length basis.

2. Details of material contracts or arrangements or transactions at arm's length basis:

Sr. No.

Name(s) of the related party

Nature of relationship

Nature & salient terms of contracts/ arrangements/ transactions

Duration of the contracts/ arrangements/ transactions

Date(s) of approval by the Board

Value of the contracts/ arrangements/ transactions (₹ In Crore)

Amount paid as advances, if any

1.

Rishabnayan Bajaj

Son of Rajiv Bajaj, Managing Director and Chief Executive Officer of the Company.

To hold and continue to hold office or place of profit by Rishabnayan Bajaj, currently designated as Vice President in the Company.

01 April 2025 – 31 March 2026*

24 January 2024

0.57

Nil

* Members have accorded their approval to Rishabnayan Bajaj, a related party of the Company to hold and continue to hold office or place of profit in the Company in terms of the provisions of section 188(1)(f) read with rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, for a period of five years effective from 01 April 2023 up to 31 March 2028, by way of an ordinary resolution passed on 05 March 2024 through postal ballot.

Note:

1. The above disclosure has been prepared in the format prescribed for e-Form AOC-2 in accordance with the Companies (Accounts) Second Amendment Rules, 2025. The details of Permanent Account Number (PAN)/Passport numbers of individuals, which are otherwise required to be disclosed in e-Form AOC-2, have not been included herein due to data privacy and security considerations.

2. All related party transactions entered into during FY2026 were in the ordinary course of business and on arm’s length basis.

On behalf of the Board of Directors

Niraj Bajaj
Chairman
(DIN: 00028261)
Pune: 06 May 2026

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 for the year ended 31 March 2026]

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		534.73		0.50		534.73		0.50
		Pradeep Shrivastava, Executive Director		191.62		(25.54)		139.81		7.68
		Rakesh Sharma, Executive Director		138.95		(9.01)		138.95		8.73
		Whole-time directors in aggregate		865.29		(8.15)		813.48		3.01
B.		Non-executive directors1
		Sanjiv Bajaj		1.72		(25.00)		1.72		(25.00)
		Niraj Bajaj		3.15		(15.38)		3.15		(15.38)
		Dr. Naushad Forbes		5.15		0.00		5.15		0.00
		Anami N. Roy		4.29		(6.25)		4.29		(6.25)
		Pradip Shah		4.58		(5.88)		4.58		(5.88)
		Abhinav Bindra		3.72		(13.33)		3.72		(13.33)
		Vinita Bali		4.29		36.36		4.29		36.36
		Dr. Sangita Reddy		1.43		25.00		1.43		25.00
C.		Key Managerial Personnel
		Rajiv Bajaj, Managing Director and CEO				0.50				0.50
		Dinesh Thapar, Chief Financial Officer				8.02				8.02
		Rajiv Gandhi, Company Secretary				2.49				3.28
D.		Remuneration of Median Employee (other than Whole-time directors): 8.15%
E.		Permanent employees as on 31 March 20262: 5,229

1. a. Remuneration payable to non-executive directors is based on the number of meetings of the Board and its Committee 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. The term 'Permanent employees' does not include trainees, probationers and contract employees.

Notes on Disclosures under rule 5

1. In FY2026, the remuneration of median employee other than Whole-time directors increased by 8.15% over the previous year.

2. The average percentile increase made in the salaries of employees other than the Whole-time directors/Managerial Personnel was 12.44% whereas the increase in the remuneration of the Whole-time directors/Managerial personnel, in the aggregate was 3.01% during the year under review, which was given, keeping in view the trends of remuneration in industry.

3. The 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 2026

1. Brief outline of Company’s CSR Policy

Introduction

The vision and philosophy of Late Shri 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 & 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.		Rajiv Bajaj		Chairman		2		2/2
2.		Pradeep Shrivastava		Member				2/2
3.		Dr. Naushad Forbes		Member				2/2
4.		Abhinav Bindra		Member				2/2
5.		Vinita Bali		Member				2/2

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		Implementing Agency		Location		Date of Completion of Project		Actual Amount Utilized (₹ in Cr)		Date of Impact Assessment Report		Highlights of the assessment
1		Lighthouse: Center for Skilling and Livelihood		Light House Communities		Pune, Maharashtra		30-11-2024		2.9		12-03-2026		The program engaged 2,000+ youth with high completion rates (98.1% foundation, 91.8% vocational), improving self-awareness and employability skills. Participants also reported effective training delivery and positive livelihood and social gains, including higher confidence, self-reliance, and improved social standing.
2		Advanced Homeopathic Practioner training programme		The Other Song		Pan India		30-09-2025		2.7		12-03-2026		The program reached 2,180 learners, delivering universal satisfaction, strong female participation (74.4%), high interest in advanced training (72.8%), and near-universal endorsement (97.8%), with two-thirds rating mentorship highly.
3		Renewal and upgradation of Centre for translational cancer research (B-CTCR)		Prashanti Cancer Care Mission		Pune, Maharashtra		31-03-2024		5.9		12-03-2026		The program advanced integrated cancer care, research, and training in Pune by strengthening TNBC research through linked clinical and biobank systems, building skilled human resources via mentorship and collaboration, improving patient-centred services, and establishing sustainable, scalable models for evidence-based cancer care in India.
4		Strengthening rural livelihoods for sustainable development in Central Indian Himalayan Region		Aarohi		Nainital, Uttarakhand		30-04-2024		1.9		12-03-2026		The program supported 2,000 farmers in 30 Central Himalayan villages, driving near-universal adoption of sustainable practices, strong community participation, improved water access, and widespread recognition of the benefits of collective ecosystem management.
5		Youth Entrepreneur-ship Development Program		Bharatiya Yuva Shakti Trust		Pune, Aurangabad, Wardha -Maharashtra Udham Singh Nagar – Uttarakhand Sikar – Rajasthan		31-03-2026		9.9		12-03-2026		The program reached 39,363 entrepreneurs across three states, improving business capacity, delivering effective personalized mentoring, and boosting recognition and confidence through targeted support and contests.
6		Hostels and residential quarters at Shiksha Mandal's Bajaj Institute of Technology		Shiksha Mandal		Wardha, Maharashtra		31-03-2024		16.7		12-03-2026		The program supported 240 students by providing safe, affordable hostels and shared facilities, reducing commute barriers and improving attendance, academic continuity, campus engagement, and overall student well-being.
7		Providing healthcare to tribal & Rural communities of Gadchiroli		Society for Education, Action, and Research in Community Health		Gadchiroli, Maharashtra		31-03-2024		1.8		12-03-2026		The program reached 373,879 people in tribal and rural Gadchiroli, achieving high use of outpatient services, reliable diagnostic access, culturally sensitive care, and strengthened trust in hospital-based healthcare.
8		Research program on financial sector and sub-national economic reforms		Centre for Social and Economic Progress		Pan India		31-03-2024		5.0		12-03-2026		The program strengthened evidence-based policymaking nationwide by expanding research capacity, embedding multi-year cycles, informing national policy on critical minerals, and placing all outputs in the public domain to enhance accessibility and engagement.
9		Targeting the hard-core poor by developing them as entrepreneurs		Bandhan Konnagar		Udham Singh Nagar, Uttarakhand		31-01-2024		2.4		12-03-2026		The program empowered 3,000 ultra-poor women in Uttarakhand to transition to sustainable self-employment, achieving high enterprise continuity, asset ownership, and strong confidence in livelihood stability and growth.
10		Renovation of Vinoba's Paunar Ashram		Brahma Vidya Mandir, Paunar Ashram		Wardha, Maharashtra		30-06-2023		1.8		12-03-2026		The program supported 28 resident sisters and engaged over 50,000 annual visitors at Paramdham Ashram, achieving full confidence in heritage safety, improved usability of restored spaces, and universal spiritual or educational benefit.
11		Construction of new Lecture Theatre Complex at Government Medical College & Hospital.(GMCHA)		Bajaj Adhyapan Sankul		Aurangabad, Maharashtra		31-03-2024		8.5		12-03-2026		The program enhanced medical education at GMCHA by delivering a modern lecture theatre complex that reduced overcrowding and improved comfort, visibility, and overall learning engagement.
12		The Satyamev Jayate Water Cup – Phase 2		Paani Foundation		Beed, Satara, Amravati, Aurangabad, Nandurbar and Washim – Maharashtra		30-06-2022		10.0		12-03-2026		The program supported 39,005 farmers in 944 drought-prone villages, strengthening water governance, collective farming, and improving living standards through enhanced planning and community resilience.
13		Promotion of sustainable livelihood for leprosy affected families		Sasakawa India Leprosy Foundation		Sangali, Solapur, Nashik – Maharashtra		14-02-2024		1.1		12-03-2026		The program supported 108 leprosy-affected families in Maharashtra, strengthening enterprises, improving household stability, and enhancing livelihoods through better skills, financial practices, and social acceptance.

5. (a) Average net profit of the Company as per section 135(5)		₹ 9,386.61 crore
(b)Two percent of average net profit of the company as per section 135(5)		₹ 187.73 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)]		₹ 187.73 crore
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):		₹ 25.86 crore
(b) Amount spent in Administrative Overheads		₹ 8.95 crore
(c) Amount spent on Impact Assessment, if applicable		₹ 0.51 crore
(d) Direct expenses by Company		₹ 0.40 crore
(d) Total amount spent for the financial Year [(a)+(b) +(c) +(d)](‘spent’ as clarified by MCA FAQ dated 25 August 2021)		₹ 35.72 crore
(e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent for the financial year (in ₹)		Amount Unspent (in ₹)
		Total Amount transferred to Unspent CSR Account as per sub-section (6) of section 135.				Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135.
		Amount		Date of transfer		Name of the Fund		Amount		Date of transfer
₹ 35.72 crore		₹152.01 crore		27 April 2026		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 sub-section (6) of section 135 (in ₹)		Balance Amount in Unspent CSR Account under sub-section (6) of section 135 (in ₹)		Amount spent in the Financial Year (in ₹)		Amount transferred to any fund specified under Schedule VII second provison to sub-section (5) of section 135, if any				Amount remaining to be spent in succeeding financial years (in ₹)		Deficiency, if any
										Amount (in ₹)		Date of transfer
1		FY2022-23		72.42 crore		0		0		0		0		0		0
2		FY2023-24		105.87 crore		0		87.26 crore		0		0		0		0
3		FY2024-25		133.74 crore		43.63 Crore		90.11 crore*		0		0		43.63 Crore**		0

*Does not include advance of ₹ 0.87 crore given by the Company
** Includes advance of ₹ 0.87 crore given by the Company

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 (2025-26)

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.) FY 2025-26		Details of entity/authority/ beneficiary of the registered owner
										CSR registration number if applicable		Name		Registered address
1		Equipment and Furniture for setting up BEST Center at C. V. Raman Global University Add: C. V. Raman Global University, Mahura, Janla, Odisha		752054		20-03-2026		14.04		CSR00001725		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
2		Equipment and Furniture for setting up BEST Center at UPES, Dehradun Add: UPES (University of Petroleum & Energy Studies), P.O. Bidholi, Via Prem Nagar, Dehradun, Uttarakhand		248007		15-12-2025		14.81		CSR00001726		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
3		Equipment and Furniture for setting up BEST Center at SASTRA Add: Trichy–Thanjavur Road, Tirumalaisamudram, Thanjavur, Tamil Nadu		613401		17-03-2026		17.10		CSR00001727		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
4		Equipment and Furniture for setting up BEST Center at COEP Add: College of Engineering, Pune (COEP), Wellesley Road, Shivajinagar, Pune, Maharashtra		411005		13-03-2026		3.36		CSR00001728		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
5		Equipment and Furniture for setting up BEST Center at PES University Add: PES University, 100 Feet Ring Road BSK III Stage, Bangalore, Karnataka		560085		12-03-2026		1.72		CSR00001729		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
6		Equipment and Furniture for setting up BEST Center at GNIT Add: G Narayanamma Institute of Technology & Science for Women Shaikpet Rd, Ambedkar Nagar, Shaikpet, Hyderabad, Telangana		500104		13-03-2026		0.49		CSR00001730		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
7		Equipment and Furniture for setting up BEST Center at TCE Add: Thiagarajar College of Engineering (TCE), Thiruparankundram, Tamil Nadu		625015		17-03-2026		0.48		CSR00001731		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
8		Equipment and Furniture for setting up BEST Center at Mahindra University Add: Mahindra University, Survey No: 62/1A, Bahadurpally, Jeedimetla, Hyderabad, Telangana		500043		12-03-2026		0.88		CSR00001732		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
9		Equipment and Furniture for setting up BEST Center at Thapar Institute of Engineering & Technology Add: Thapar Institute of Engineering & Technology, Bhadson Rd, Adarsh Nagar, Prem Nagar, Patiala, Punjab		147004		17-03-2026		0.30		CSR00001733		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
10		Equipment and Furniture for services at PRANA Add: 9th floor, Bajaj Brandview, Wakadewadi, Shivajinagar, Pune, Maharashtra		411003		06-02-2026		1.29		CSR00001735		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
11		Equipment & furniture for setting up STEP center- Hyderabad Add: Vignana jyothi Institute of Arts and sciences, Xavier Bhavan, Plot no:7, Road No:16, Lane No 1, Aswini colony, West Marredpally, Secunderabad, Telangana		500026		04-11-2025		0.11		CSR00001736		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
12		Equipment & furniture for setting up STEP center- Lucknow Add: Gautam Buddha Degree College Gauri Road Bijnaur, near CRPF camp, Bijnor, Lucknow, Uttar Pradesh		226002		02-02-2026		0.10		CSR00001737		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
13		Equipment & furniture for setting up STEP center-Prayagraj Add: United Tower, Above Bajaj Dealership, 53, Leader Rd, Miurabad, Prayagraj, Uttar Pradesh		211001		20-02-2026		0.10		CSR00001738		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
14		Equipment & furniture for setting up STEP center-Nashik Add: KVN Naik Shikshan Prasarak Sanstha's, Pharmacy college Building, Dongare Vasatigruh Parisar, Vasantrao Naik Chowk, Canada Corner, Nashik, Maharashtra		422002		19-12-2025		0.10		CSR00001739		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
15		Equipment & furniture for setting up STEP center- Nagpur Add: Kaushal Vikas Kendra, Opposite Pardi fire brigade office, Tegi Bagh Pardi Nagpur, Maharashtra		440035		15-12-2025		0.10		CSR00001740		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
16		Equipment & furniture for setting up STEP center- Bhubaneswar Add: CV Raman Global university, Bidyanagar, Mahura, Janla, Bhubaneswar, Odisha		752054		05-12-2025		0.10		CSR00001741		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
17		Equipment & furniture for setting up STEP center Indore Add: Daksh Private ITI; Royal State, Kanadia Main Rd, Near Kaurna, Indore, Madhya Pradesh		452016		10-03-2026		0.10		CSR00001742		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
18		Equipment & furniture for setting up STEP center- Kanpur Add: Yadupati Singhania Industrial Training Centre,Township, Jay Kay Staff Colony, Kamla Nagar, Narainpurwa, Kanpur, Uttar Pradesh		208005		22-12-2025		0.21		CSR00001743		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
19		Equipment & furniture for setting up STEP center -Bhilwadi, Sangli Add: Babasaheb Chitale Mahavidyalaya, Bhilwadi, Tal palus, Dist Sangli, Maharashtra		416303		05-11-2025		0.05		CSR00001744		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
20		Equipment & furniture for setting up STEP center – Madurai Add: Thiagarajar College of Engineering Thiruparankundram, Madurai, Tamil Nadu		625015		30-03-2026		0.10		CSR00001745		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
21		Equipment & furniture for setting up STEP center -Chhatrapati sambhajinagar Add: Chhatrapati Shahu College of engineering, Chatrapati Sambhajinagar, Paithan Rd, Kanchanwadi, Chhatrapati sambhajinagar, Maharashtra		431011		12-01-2026		0.10		CSR00001746		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
22		Equipment & furniture for setting up STEP center – Ballari Add: Government Industrial Training Institute, Aishwarya Colony, Cantonment, Ballari, Karnataka		583104		30-03-2026		0.10		CSR00001747		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
23		Equipment & furniture for setting up STEP center – Vijayapura Add: Government Industrial Training Institute, Solapur Rd, near BLDE College gate, Sholapur, Vijayapura, Karnataka		586103		16-03-2026		0.10		CSR00001748		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
24		Equipment & furniture for setting up STEP center – Mangaluru Add: Government Industrial Training Institute, Near KPT Jct, Kadri Hills, Kadri, Mangaluru, Karnataka		575004		30-03-2026		0.10		CSR00001749		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
25		Equipment & furniture for setting up STEP center – Jamshedpur Add: Tata Steel Foundation Community Centre, Nearby Bank of India, Bhalubasa, Jamshedpur, Jharkhand		831009		26-03-2026		0.05		CSR00001750		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
26		Equipment & furniture for setting up STEP center – Midnapore Add: Tata Steel Skill Development authority, Midnapore Government ITI, Rangamati, Dherua Midnapore Road, Paschim Midnapore, West Bengal		721102		23-03-2026		0.05		CSR00001751		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035
27		Equipment & furniture for setting up STEP center – Kolhapur Add: Dr. Bapuji Salunke Institute of Engineering & Technology, Warna colony, Kolhapur, Maharashtra		416003		30-03-2026		0.05		CSR00001752		Bajaj Auto Foundation		Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035

Includes projects which have been completed in FY2025-26.

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 2026.

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 & hence there is no shortfall of spends.

     

Rajiv Bajaj
Managing Director & CEO and
Chairman of CSR Committee
DIN: 00018262

Pune: 06 May 2026