Director’s Report

Director_Report

Dear Members,

The directors are pleased to present the Seventeenth 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 2024.

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	FY2024*	FY2023*

Two-wheelers	3,727,923	3,442,839
Commercial vehicles	623,010	485,018
Total	4,350,933	3,927,857
of which exports	1,636,210	1,821,240

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

●Domestic business achieved its largest revenue, on sustained momentum that led to double-digit growth for 8 consecutive quarters. Underpinned by the robust volume-led growth across all businesses and market share gains – buoyant domestic motorcycles, significant uptick on premium motorcycles with an expanded portfolio, acceleration in three-wheeler sales and quadrupling of electric vehicles.

●Domestic motorcycles maintained its strong competitive performance and emerged as the largest 125cc+ player for the year. Overall market share gain was turbo charged by the 125cc+ segment, led by Pulsar’s biggest year coupled with our sharp focus on driving premiumization and delivering a stream of customer-centric innovation.

●Commercial vehicles surge ahead, closing the year with historic high volumes, having grown >50% YoY. The well-established proposition of the Bajaj ‘RE’ and ‘Maxima’ products drove market share to ~80% for the first time, while the encouraging response to the electric three-wheeler and segment leadership in the early launch cities triggered its accelerated rollout (now in 60 cities).

●Chetak stayed resolute on its journey of expansion, as volumes grew 3x YoY. Significant investments on competitiveness and capabilities, coupled with impactful interventions on product innovation, network expansion (now in 164 cities) and brand activation are yielding results and positioning the business well for further scale up.

Financial performance

(₹ In Crore)
Particulars	Standalone		Consolidated
Particulars	FY2024	FY2023	FY2024	FY2023

Total revenue	46,087.68	37,609.02	46,306.45	37,642.90
Total expenses	36,265.67	30,200.38	36,534.00	30,330.21
Share of profit of associate	–	–	267.59	529.29
Profit before tax	9,822.01	7,408.64	10,040.04	7,841.98
Tax expense	2,343.22	1,781.04	2,331.80	1,781.77
Profit for the year	7,478.79	5,627.60	7,708.24	6,060.21
Earnings per share (₹)	264.60	197.30	272.70	212.50

●Revenue on standalone basis clocked an all-time high at ₹ 44,685 crore, up 23% YoY, arising from the record sales of both vehicles and spares. The consistent growth across all quarters reflected the resilient business model, where a strong domestic performance more than made up for muted exports which continued to be impacted by the challenging context in overseas markets.

●At ₹ 8,825 crore, EBITDA registered its highest ever, growing a solid 35% YoY; Profit after tax also hit a peak at ₹ 7,479 crore. EBITDA margin at 19.7% was up +180 basis points driven by dynamic P&L management, richer product mix and operating leverage; the accretion delivered after absorbing the significant investment on electric scooters, underscoring the commitment to its growth.

Closing balances in reserve/other equity

(₹ In Crore)
Particulars	Standalone		Consolidated
Particulars	FY2024	FY2023	FY2024	FY2023

General reserve	6,389.60	6,389.60	6,389.60	6,389.60
Retained earnings	16,416.32	17,821.40	19,666.70	20,931.43
Foreign exchange difference of subsidiary on paid-up capital	–	–	0.28	0.29
Foreign currency translation reserve	–	–	787.95	762.22
FVTOCI reserve	1,665.71	927.13	1,665.71	927.13
Capital reserve	–	–	63.14	63.14
Securities premium	86.31	–	86.31	–
Capital redemption reserve	10.41	6.41	10.41	6.41
Share based payments reserve	102.46	62.09	102.62	62.09
Treasury shares	(89.49)	(63.73)	(89.49)	(63.73)
Total	24,581.32	25,142.90	28,683.23	29,078.58

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 Board of Directors at its meeting held on 18 October 2023 had adopted the revised Dividend Distribution Policy. The revised policy recognises share buyback in addition to dividend as payout option to the shareholders. It also details the parameters for overall payout and provides for a greater flexibility to the Board in taking decisions for rewarding the shareholders of the Company and returning cash to them from time to time.

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

Dividend

Considering your Company’s outstanding financial performance and to upkeep the consistent track record of rewarding its shareholders with a generous dividend payout, the Board is pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting (‘AGM’), payment of dividend of ₹ 80 per equity share of ₹ 10 each (800%) for the year ended 31 March 2024 totalling to ₹ 2,233 crore. This, along with the recent share buyback of ₹ 4,932 crore (including tax on buyback), adds up to an overall payout to shareholders of >95% of the Profit after tax for the year, a testament to the commitment to reward shareholders from time to time and deliver healthy returns to them.

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 14 June 2024 and will be subject to deduction of tax at source at prescribed rates pursuant to the Income Tax Act, 1961. For further details on taxability, please refer to the Notice of ensuing AGM.

Changes in Share Capital

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

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

The Company issued and allotted 222,398 equity shares of face value of ₹ 10 each to the Bajaj Auto ESOP Trust in accordance with the Scheme on 29 November 2023. The equity shares so allotted rank pari-passu with the existing shares of the Company.

Buyback of Shares

During the year under review, the Company bought back 4,000,000 fully paid-up equity shares of face value of ₹ 10 each at a price of ₹ 10,000 each for an aggregate consideration of ₹ 4,000 crore (‘buyback size’), excluding transaction costs, applicable taxes and other incidental and related expenses, in accordance with the approval of members of the Company accorded by way of a special resolution passed on 13 February 2024 through postal ballot, the results of which were announced on 15 February 2024.

The buyback size represented 16.33% and 14.49% of the ‘total issued and fully paid-up equity share capital and free reserves’ as per the audited standalone financial statements and the audited consolidated financial statements of the Company as on 31 March 2023, respectively and the shares bought back constituted approximately 1.41% of the total number of equity shares of the total paid-up equity share capital of the Company as on 31 March 2023.

The Company adopted the tender offer route through stock exchange mechanism for the purpose of buyback. The tendering period for buyback of equity shares commenced on 6 March 2024 and closed on 13 March 2024. Post-completion of extinguishment of 4,000,000 equity shares bought back, necessary intimation(s) were filed with the stock exchange(s), where the Company’s shares are listed. Further, the certificate of extinguishment was also filed with the Securities and Exchange Board of India on 27 March 2024, in compliance with the applicable provisions of law. The details of buyback are available on the website of the Company at https://www.bajajauto.com/investors/share-buyback-2024

Consequently, the issued, subscribed and paid-up share capital of the Company was at ₹ 279.18 crore comprising of 279,179,756 equity shares of face value of ₹ 10 each as on 31 March 2024, as against ₹ 282.96 crore comprising of 282,957,358 equity shares of face value of ₹ 10 each as on 31 March 2023. 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 2023-24, CRISIL Ratings 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.

Operations

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

Capacity Expansion and New Projects

The Company’s current installed capacity is 7.11 million units per annum.

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

International Business

FY2024 was a difficult year for exports. During the year under review, the Company sold 1.64 million vehicles as against 1.82 million vehicles in the previous year.

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

Consolidated Financial Statements

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

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiaries for the financial year ended on 31 March 2024 in Form AOC-1 forms part of this Annual Report.

Further, in terms of the provisions of section 136 of the Act, a copy of the audited financial statements for the financial year ended on 31 March 2024 for each of the subsidiary companies will be made available by email to members of the Company, seeking such information. The members can send an email to investors@bajajauto.co.in These financial statements shall also be kept open for inspection by any member at the registered office of the Company during business hours. The financial statements of the Company and its subsidiaries are also placed on the Company’s website at https://www.bajajauto.com/investors/financial-and-operational-performance

Subsidiaries

PT. Bajaj Auto Indonesia (PT BAI)

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

Indonesia is a large two-wheelers market and hence of interest for PT BAI. PT BAI would continue to study the evolving market and evaluate different possible opportunities.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

BAIH BV is a 100% Netherlands based subsidiary of Bajaj Auto Ltd. Through this subsidiary, Bajaj Auto Ltd. has invested a total of € 198.1 million (₹ 1,219 crore) and holds 49.9% stake in Pierer Bajaj AG (PBAG). Through PBAG, Bajaj Auto Ltd. is a partner in all mobility businesses that the Pierer Group engages in.

Bajaj Auto (Thailand) Ltd.

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

An Engineering Design Centre is set up under this subsidiary. It has all the necessary approvals from concerned authorities, is operational and international designers are working from this new facility.

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 intent being to set up an Engineering Design Centre (EDC).

The EDC has all the necessary approvals from concerned authorities and has become fully operational.

Chetak Technology Ltd. (CTL)

Given the stakes and likely impact of EVs on its business, your Company wants to be ahead of this curve. For effectively engaging in this domain, CTL was incorporated as a wholly owned subsidiary of the Company in October 2021 to develop new technologies and products. It stands adequately funded with paid-up equity share capital of ₹ 470 crore as on 31 March 2024.

During the year under review, action was taken to consolidate EV sales and manufacturing in the Company with a view to improving operational efficiencies, driving cost-effectiveness and eliminating complexities associated with operating multiple entities. Accordingly, the Company purchased all manufacturing assets from its wholly owned subsidiary-CTL in the last quarter of the year having followed a process of seeking clearances/no-objection. This leaves CTL to currently focus on research and development and accelerate the objective on building itself as a powerhouse of technology for EV.

Bajaj Auto Credit Ltd. (BACL)

(Formerly ‘Bajaj Auto Consumer Finance Ltd.’)

To have its own captive auto financing arm, a public limited company was incorporated as a wholly owned subsidiary of the Company in December 2021 as Bajaj Auto Consumer Finance Ltd. (‘BACFL’) to carry out the NBFC activity.

In August 2023, the RBI granted the certificate of registration as a non-deposit taking NBFC (NBFC-ND).

Subsequently, in order to make its name more concrete and concise, the name was changed to Bajaj Auto Credit Ltd. (‘BACL’), in December 2023.

BACL commenced its business in Maharashtra and Goa on 1 January 2024. Subsequently, it added Kerala, Karnataka, Tamil Nadu, Andhra Pradesh, Telangana, Rajasthan and Gujarat. It plans to cover all the balance states by 31 March 2025.

With a paid-up share capital of ₹ 295 crore, BACL had assets under management of ₹ 708 crore as on 31 March 2024.

Bajaj Do Brasil Comercio De Motocicletas Ltda

To address the motorcycle market in Brasil, a highly competitive market in Latin America, Bajaj Auto Ltd. had set up a wholly owned subsidiary in March 2022 with a paid-up equity share capital of BRL 30 million (₹ 48 crore). During FY2024, the Company made an additional investment of ₹ 36.98 crore in the subsidiary, for setting up of assembling facilities.

The subsidiary is currently in the process to set-up a dedicated manufacturing facility at Manaus, Brasil – the first such facility outside India, which is expected to become operational by the mid of the year 2024.

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

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

Joint Ventures, Acquisitions and other matters

Increase of stake in Yulu Bikes Pvt. Ltd. (‘Yulu Bikes’)

Yulu Bikes is India’s largest shared electric mobility player. With the goal of making last mile mobility more inclusive, affordable and sustainable, Yulu Bikes serves individual customers with point-to-point last mile needs, as well as commercial applications for last mile delivery. Present in the three metros, viz., Bangalore, Mumbai and Delhi, during the financial year 2023-24, Yulu Bikes has grown its fleet by ~2x to 30,000 electric two-wheelers and has seen its monthly revenue grow by ~2.5x. Yulu Bikes has plans to further increase fleet size in the financial year 2024-25 and expand its footprint to other cities. Your Company has also supported the development and production of electric two-wheelers for Yulu Bikes fleet.

In February 2024, Yulu Bikes raised its Series B funding, where the Company also participated on pro rata basis with an investment of ₹ 45.75 crore. Post which, your Company’s total investment in Yulu Bikes stands at ₹ 165 crore.

Collaboration with Triumph Motorcycles Ltd. (Triumph)

During the year under review, Triumph Motorcycles Ltd. transferred its distribution operations within India to Bajaj Auto. As part of the collaboration agreement, a new range of mid-sized Triumph motorcycles have been jointly developed by both companies and produced at the Company’s Chakan plant.

Established in 1902, Triumph is the largest British motorcycle manufacturer which has produced iconic bikes that perfectly blend authentic design, character, charisma and performance.

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 2023-24 and the date of this Report.

Auditors

Statutory Auditors

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

The report of the statutory auditors does not contain any qualification, reservation or adverse remark or disclaimer, except as mentioned under the heading ‘Report on other legal and regulatory requirements’, sr. no. 2 (i) vi. The same has been adequately explained in note no. 45 l. to the standalone financial statements and consolidated financial statements.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shyamprasad D Limaye, Practising Company Secretary (Membership No.1587, CP No. 572) was appointed as the secretarial auditor of the Company for the financial year 2023-24. The Secretarial Audit Report in Form MR-3 for the financial year 2023-24 is annexed to this Directors’ Report as ‘Annexure I’.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

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 2025 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 Company and business continuity plan.

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

Corporate Governance

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

All the Board members and senior management personnel have affirmed compliance with the code of conduct for directors and senior management of the Company for the year ended 31 March 2024. A declaration to this effect signed by the Managing Director and CEO of the Company is contained in this Annual Report.

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

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

Particulars of Contracts or Arrangements with Related Parties

Your Company has in place a robust process for approval of related party transactions and on dealing with related parties.

All contracts/arrangements/transactions entered into by the Company during FY2024 with related parties were in compliance with the applicable provisions of the Act, the Listing Regulations, 2015 and as per the Company’s policy on materiality and dealing with related party transactions. Prior omnibus approval of the Audit Committee is obtained for all related party transactions, which are foreseen and of repetitive nature.

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

All related party transactions entered into during FY2024 were in the ordinary course of business and on arm’s length basis. During the year under review, prior approval of the members was accorded to Rishabnayan Bajaj, a related party of the Company to hold and continue to hold office or place of profit in the Company for a period of five years effective from 1 April 2023 up to 31 March 2028 at a remuneration which would cross the applicable materiality threshold 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 (i.e., at a monthly remuneration exceeding ₹ 2.50 lakh/₹ 30 lakh p.a.), by way of an ordinary resolution passed on 5 March 2024 through postal ballot by remote e-voting process.The details of material related party transactions as required under provisions of section 134(3)(h) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2, which is annexed to this Directors’ Report as ‘Annexure III’.

The details of transactions with related parties during FY2024 are provided in the notes to the financial statements.

The policy on materiality of and dealing with related party transactions is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Changes in Directors and Key Managerial Personnel

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

Appointment/Re-appointment

The Board at its meeting held on 25 April 2023, on basis of the recommendation of the Nomination and Remuneration Committee had approved the re-appointment of Rakesh Sharma (holding DIN: 08262670) as the Whole-time director with the designation as Executive director of the Company for a period of five years with effect from 1 January 2024. The members at the 16th AGM of the Company held on 25 July 2023 had approved the said re-appointment.

Pradip Panalal Shah (holding DIN: 00066242) completed his first term of five consecutive years as a Non-executive independent director of the Company on 31 March 2024. The Board, on recommendation of the Nomination and Remuneration Committee and considering his expertise and experience in the varied fields of finance, taxation, management, strategy, global business leadership, risk management, corporate governance, etc. and on the basis of the performance evaluation report, had approved his re-appointment as a Non-executive independent director of the Company for a second term of five consecutive years commencing from 1 April 2024 and for continuation of his appointment even after he attains the age of 75 years, till expiry of his second term up to 31 March 2029. The members of the Company approved the said re-appointment by way of a special resolution passed on 5 March 2024 through postal ballot conducted by remote e-voting process.

Vinita Bali (holding DIN: 00032940) was appointed as a Non-executive independent director of the Company for a term of five consecutive years with effect from 1 April 2024 up to 31 March 2029. On the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the members of the Company approved the said appointment by way of a special resolution passed on 5 March 2024 through postal ballot conducted by remote e-voting process. Considering the skills, knowledge and expertise of Vinita Bali in fields of sales and marketing, brand building, business strategy, social services, etc., her appointment as an Independent director is of immense benefit to the Company.

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

Cessation

The directors express their profound grief over the sad demise of D J Balaji Rao, Non-executive independent director of the Company, who passed away on 28 November 2023. The Board places on record its heartfelt gratitude for his notable contributions to the Company.

Madhur Bajaj (holding DIN: 00014593), Non-executive non-independent director (designated as Vice Chairman, non-executive) of the Company resigned due to health reasons, with effect from close of business hours on 24 January 2024.

Lila Poonawalla (holding DIN: 00074392) ceased to be a Non-executive independent director of the Company upon completion of her term of five years with effect from close of business hours on 31 March 2024.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by the outgoing directors during their tenure on the Board.

Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Pradeep Shrivastava (holding DIN: 07464437) and Rakesh Sharma (holding DIN: 08262670), directors, are liable to retire by rotation at the ensuing AGM of the Company and being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment.

Brief details of Pradeep Shrivastava and Rakesh Sharma are given in the Notice of ensuing AGM.

Changes in Key Managerial Personnel

Dr. J Sridhar (Membership No. FCS 1760) superannuated from the office of Company Secretary and Compliance Officer of the Company with effect from close of business hours on 30 September 2023. The Board places on record its appreciation for the exemplary services rendered by Dr. J Sridhar during his association with the Company.

The Board at its meeting held on 25 July 2023, based on the recommendation of the Nomination and Remuneration Committee has approved the appointment of Rajiv Gandhi (Membership No. ACS 11263) as Company Secretary and Compliance Officer of the Company with effect from 1 October 2023.

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

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

Number of Meetings of the Board

During the year under review, six Board meetings were held, details of which are provided in the Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

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

●Audit Committee;

●Nomination and Remuneration Committee;

●Stakeholders’ Relationship Committee;

●Corporate Social Responsibility Committee;

●Risk Management Committee and

●Duplicate Share Certificate Issuance Committee.

Details of the Committees in respect of its composition, terms of reference and meetings held during the financial year 2023-24 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 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

●they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the profit and loss of your Company for the financial year ended 31 March 2024;

●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 2024 have been prepared on a going concern basis;

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

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

Declaration by Independent Directors

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

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

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

During the year under review, the Board approved the revised remuneration policy, as recommended by the Nomination and Remuneration Committee incorporating changes relating to commission of non-executive directors.

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

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

Particulars of Employees and Remuneration

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors’ Report as ‘Annexure IV’.

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

Employee Stock Option Scheme

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

The Board of Directors, on the recommendations of the Nomination and Remuneration Committee (which also acts as a Compensation Committee for implementation of the Scheme) in its meeting held during the year under review, have approved certain changes to the BAL-ESOS 2019, in order to align it with and extend benefits enabled under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP Regulations’), subject to approval of the members at the ensuing AGM. The proposed changes to the Scheme, in terms of the ESOP Regulations seek to cater to expanded categories of employees for grant of options and amend certain criteria relating to retirement, transfers/deputation, death/permanent incapacity. The amendments to the Scheme are not prejudicial to the interest of employees.

Accordingly, the special resolution(s) seeking approval of the members for variation in the terms of the Scheme, forms part of the Notice of the ensuing AGM. The changes proposed to the Scheme have been detailed in the explanatory statement annexed to the Notice of the AGM.

During the year under review, the Nomination and Remuneration Committee of the Board at its meeting held on 25 April 2023, had approved grant of 477,000 stock options (actual grant being 475,268 stock options) convertible into equivalent number of equity shares of ₹ 10 each to the eligible employees of your Company as per the Scheme.

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

In terms of regulation 14 of the ESOP Regulations, a statement giving complete details, as at 31 March 2024, 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

Particulars of Loans, Guarantees or Investments

During the year under review, your Company has not given any loan or guarantee 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 investments made in terms of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

Industrial Relations

Your Company has always prioritised the development and nurturing of its human resources. To this effect, your Company has always promoted well-being, diversity, inclusion and equal opportunities for all its employees. Meritocracy and participation are fostered as a pillar of strength. Active development of skills alongside contributing to the society creates a conducive environment for the duality of innovation and consistency.

In the financial year 2023-24, the Company continued its streak of excellence. Pursuing the goal of employee engagement resulted in successive feats in business excellence. The overall relations with its employees across the various plants of the Company in Akurdi, Waluj, Chakan and Pantnagar continued to be pleasant.

Your Company has practiced the philosophy ‘Yutori’ to infuse ‘Joy at Workplace’. For Yutori, non-work activities that excite people and encourage involvement must be layered in. In Yutori, the Company has adopted a three-element approach, as detailed under, for inculcating a positive and fulfilling professional experience:

1. Body-Physical Happiness:

To sustain and improve physical fitness by workplace improvement in terms of ergonomics, work environment improvement, health improvement with medical check-up followed by consultation and physical fitness programs.

2. Mind-Mental Happiness:

To improve mental happiness, we focused on education and training, stress-free operations, healthy communication and interpersonal relationships, rewards and recognition as well as personal and professional growth.

3. Soul-Spiritual Wellbeing:

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

Practice of Yutori has been manifested in various initiatives as described below:

We have continuously inculcated a TPM culture for excellence. This coupled with the active participation and involvement of employees was ensued by process improvements across all plants. In recognition of the same, plants of the Company have received numerous awards from CII, JIPM, Manufacturing Today, ITP Media, JMA Japan, QCFI, The Machinist, etc.

The Company continued its pursuit of development and retention of motivated employees. Along with a gender-diverse talent pool, the Company has worked towards improving participation of women by aligning itself with various objectives and programmes for women empowerment.

Working in tandem with various committees, Company’s relations with workers and unions have been consistently positive as evidenced by timely wage settlements. Your Company signed a long-term settlement with the Union for a period of 3.5 years (42 months) starting from 1 June 2023 till 30 November 2026 at the Pantnagar plant.

Employees’ health has always been prioritised at your Company. State-of-the-art health facilities are provided to the employees. Apart from a health awareness campaign, sprawling gymnasium, indoor sports facilities, outdoor treks, track and field access have been made available for physical well-being of the employees. The Company also prioritises mental health of its employees. Chai pe charcha and employee assistance program were introduced for the same. The Company also organised inter-departmental sports league, music contests, festival celebrations, recognition of achievements of employee’s children, with an objective of comprehensive improvement of employee’s health and wellness. The Company also proactively encourages employees participation in external competitions. In the drama competition organised by State of Maharashtra (MLWB), the employees of the Company were felicitated with various laurels including awards for best drama, best actor, etc. bringing in a total of ten awards.

Various charitable events such as donation drives, NGO stalls, blood donation camps, reforestation drives, etc., were also undertaken during the year under review with active employee participation.

Employee satisfaction, building a sense of community, instilling a sense of belongingness resulting in performance-oriented mindset continues to be the driving force behind our efforts.

Anti-Corruption Initiatives

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

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

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

Adoption of the Confederation of Indian Industry (CII) Charters

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

1.CII Code of Conduct for Affirmative Action.

2.Model Code of Conduct for Ethical Business practices.

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

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

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

Prevention of Sexual Harassment

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

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

During the year under review, two complaints were filed pertaining to sexual harassment of woman employee in terms of the PoSH Act, which were suitably resolved as per the Company’s process. No complaints remained unresolved as on 31 March 2024.

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’).

Corporate Social Responsibility (CSR)

‘Bajaj is a catalyst for social empowerment’.

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

During the year under review, the unveiling of ‘Bajaj Beyond’, a Bajaj Group social impact program embraces its primary focus towards skill development. Under this, your Company’s two flagship programs: Bajaj Engineering Skills Training (BEST) and Bajaj Manufacturing Systems (BMS) Certification program, drives its overarching commitment towards skill development.

The detailed information on CSR initiatives undertaken by your Company during the financial year ended 31 March 2024 is provided in the report on Management Discussion and Analysis, which forms part of this Annual Report.

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

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 2024.

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 FY2024.

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 circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12 July 2023 (‘the SEBI circular’), the Company has included a detailed BRSR for the financial year 2023-24 in the updated format prescribed by the SEBI circular as part of this Annual Report, describing various initiatives, actions and process of the Company in conducting its business in line with its environmental, social and governance obligations. Further, the SEBI circular mandates reasonable assurance of the BRSR Core for top 150 listed entities by market capitalization from FY2024. Accordingly, the Company has obtained the services of DNV Business Assurance India Pvt. Ltd. for reasonable assurance of BRSR. The assurance report forms part of the BRSR for FY2024.

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

FY2024 has been the year R&D has strengthened its thrust on the premium, sports category of bikes as well as in the EV two-wheelers and three-wheelers. Many strategically important new products as well as impactful upgrades to the existing products have been introduced and has resulted in a strong sales performance of the Company even under challenging times.

Products

Many new products were launched during the year under review. Pulsar has 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 a number of areas as listed below:

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

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

●Regulatory requirements: R&D had to calibrate and homologate many more variants to meet the new BS6 OBD2 norms. The powertrain and vehicle configurations were adjusted to meet these new norms rapidly.

Technology

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

Expenditure incurred on R&D

(₹ In Crore)
Particulars	FY2024	FY2023

i. Capital (including technical know-how)	33.22	35.15
ii. Recurring	486.96	489.91
Total	520.18	525.06
Total R&D expenditure as a percentage of sales	1.19%	1.48%

Conservation of energy

Efforts persists in the Company’s endeavour to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office at Pune.

As a result, significant reduction in energy and water consumption has been achieved through various key initiatives as mentioned below:

Electrical Energy

●Efficient utilisation of rooftop solar plant: 5 MW at Waluj plant, 1 MW at Pantnagar plant, 3.22 MW at Akurdi plant and 2.0 MW at Chakan plant.

●Provision of energy efficient LED luminaries on dock areas, assembly conveyors/inspection area. Shop Overhead Lighting, High Masts at various designated areas for energy conservation.

●Energy efficiency improvement by replacement of conventional motors with BLDC motors for air handling units.

●ED bath voltage optimisation based on surface area of SKU and process temperature.

●Compressed air pressure optimisation by use of portable small compressors on non-working days.

●Installation of natural day light system at roof top of shop areas.

●Power factor improvement by addition of real time power factor and harmonics control system.

●Heat load reduction through resource efficient building design for manufacturing and non-manufacturing areas in our newly started Chakan plant – 2.

Water

●All plants put together; rainwater storage capacity of 5.7 lakh kL is available. Harvested water is being used for different manufacturing processes.

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

●Continued reuse of treated water for processes like painting, cooling towers, etc. in addition to gardening.

●Use of auto shut off taps in all washrooms and wash basins is continued.

LPG/Propane

●Temperature band optimisation for ED process.

●Reduction in use of hot water/chemicals by switching ‘off’ it’s spray while empty carrier movement.

●Thermal loss reduction in paint ovens/hot water generator by insulation improvement.

●Continued use of low temperature chemicals for pre-treatment.

●Optimization of booth ‘on’/‘off’ timings.

●Booth SCADA system installed to monitor all parameters including identification of gas leakages, if any.

●Sequential start-up of paint shop equipment, i.e., hot water generator, ovens, ASU burners, Jig stripping plant by adoption of smart manufacturing technique.

●Use of energy efficient cooking equipment at canteen.

Utilisation of Renewable Energy – Key Initiatives

●Continued solar power generation to the extent of 155 lakh units/year.

●Hot water rooftop solar system for residential area.

●Use of natural day light system.

Impact of Measures Taken

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

Description	% Reduction w.r.t. previous year
Description	FY2024		FY2023

Electricity consumption	2.50		1.19
Water consumption	0.86	*	4.53
LPG/PNG consumption	3.27		4.22

* Impact of 3Wh EV plant construction project work and lower production volume of motorcycles at Waluj plant.

Investment/Savings

(₹ In Crore)
Description	FY2024	FY2023

Investment for energy conservation activities	1.63	1.55
Recurring savings achieved through above activities	0.94	0.87

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 2023-24 was ₹ 14,252.96 crore, as compared to ₹ 14,461.47 crore during the financial year 2022-23.

Total foreign exchange outflow during the financial year 2023-24 was ₹ 1,221.75 crore, as against ₹ 1,138.68 crore during the financial year 2022-23.

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 FY2024, which will be filed with Registrar of Companies/MCA, 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 (IEPF)

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

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

Secretarial Standards of ICSI

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

Significant and Material Orders passed by the Regulators or Courts

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

Presentation of Financial Statements

The financial statements of the Company for the year ended 31 March 2024 have been disclosed as per Division II of Schedule III to the Act.

Indian Accounting Standards, 2015

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

Other Disclosures

●There is no change in the nature of business of the Company during FY2024.

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

●Your Company has not accepted any public deposits under Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during FY2024.

●A cash flow statement for FY2024 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, conservation of energy and other initiatives were acknowledged by the following awards and accolades received during the year under review:

●Bajaj Auto Ltd. received the ‘Award for Global Leaders Initiative for TPM’, from the Japan Institute of Plant Maintenance, which is first for any Indian Company.

●Chakan plant received the ‘Award for World Class TPM Achievement’ organised by the Japan Institute of Plant Maintenance.

●Pantnagar plant won ‘Gold and First Runner-Up Award’ in ‘National Excellence Practices Competition’, organised by CII.

●Certify with latest safety system certification – ISO 45001:2018 (with zero NC). Sustained Zero NC since last 6 years by Pantnagar plant.

●Waluj plant won ‘National Award for Excellence in Water Management 2023’ organised by CII.

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: 18 April 2024

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 2024.

To,

The Members,
Bajaj Auto Ltd.
(CIN: L65993PN2007PLC130076)

Bajaj Auto Ltd. Complex,

Mumbai-Pune Road,

Akurdi, Pune – 411035.

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

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit and subject to letter annexed herewith, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2024, complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2024, according to the provisions of:

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

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

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

4.Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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

a.The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b.The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c.The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d.The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

e.The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

f.The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g.The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

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

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

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

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

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

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

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

I further report that the Board of Directors of the Company is duly constituted with proper balance of executive directors, non-executive directors and independent directors including a woman independent director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance (except for meeting(s) convened at shorter notice) and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors. The decisions at the meeting were carried unanimously.

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

I further report that during the audit period:

1.The Company allotted 222,398 equity shares of ₹ 10/- each on 29 November 2023 to the Bajaj Auto ESOP Trust under the Bajaj Auto Employee Stock Option Scheme 2019;

2.The Company bought back 4,000,000 equity shares of ₹ 10/- each in compliance with the provisions of the Act and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018.

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

Pune: 18 April 2024	Shyamprasad D Limaye
UDIN: F001587F000162363	FCS No. 1587 CP No. 572

Annexure to the Secretarial Audit Report

To,

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

My Secretarial Audit Report for financial year ended on 31 March 2024 of even date is to be read along with this letter.

1.Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

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

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

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

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

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

Pune: 18 April 2024

Shyamprasad D Limaye
FCS No. 1587 C P No. 572

Annexure II to the Directors’ Report

Independent Auditors’ Report on compliance with the conditions of Corporate Governance

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

To the Members of Bajaj Auto Ltd.

1.The Corporate Governance Report prepared by Bajaj Auto Ltd. (hereinafter the ‘Company’), contains details as specified in regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘the Listing Regulations’) (‘Applicable criteria’) for the year ended 31 March 2024 as required by the Company for annual submission to the Stock exchange.

Management’s Responsibility

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

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

Auditors’ Responsibility

4.Pursuant to the requirements of the Listing Regulations, our responsibility is to provide a reasonable assurance in the form of an opinion whether, the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations referred to in paragraph 1 above.

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

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

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

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

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

iii.Obtained and read the Register of Directors as on 31 March 2024 and verified that at least one independent woman director was on the Board of Directors throughout the year;

iv.Obtained and read the minutes of the following committee meetings/other meetings held from 1 April 2023 to 31 March 2024:

a.Board of Directors;

b.Audit Committee;

c.Annual General Meeting (AGM);

d.Nomination and Remuneration Committee;

e.Stakeholders’ Relationship Committee;

f.Risk Management Committee;

g.Corporate Social Responsibility Committee;

h.Duplicate Share Certificate Issuance Committee;

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

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

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

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

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

Opinion

9.Based on the procedures performed by us, as referred in paragraph 7 above and according to the information and explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations, as applicable for the year ended 31 March 2024, referred to in paragraph 4 above.

Other matters and Restriction on Use

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

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

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Arvind Sethi

Partner

Membership Number: 089802

UDIN: 24089802BKEJEV5726

Pune: 18 April 2024

Annexure III 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 third proviso thereto for the financial year ended 31 March 2024.

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 2024, 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, if any		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 divisional manager (product strategy – EV) in the Company.		1 April 2023 – 31 March 2024*		24 January 2024		0.39		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 1 April 2023 up to 31 March 2028, by way of an ordinary resolution passed on 5 March 2024 through postal ballot.

Note:

All related party transactions entered into during FY2024 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: 18 April 2024

Annexure IV to Directors’ Report

Remuneration Details

[As required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) for the year ended 31 March 2024]

Sr. No.	Name of Director/KMP	Ratio of Remuneration of director to Median Remuneration of employees	% increase in the financial year

A.	Whole-time directors/Managerial Personnel
	Rajiv Bajaj, Managing Director and CEO	588.11	12.99
	Pradeep Shrivastava, Executive Director	170.87	54.36
	Rakesh Sharma, Executive Director	132.17	16.47
	Whole-time directors in aggregate		19.67
B.	Non-executive directors¹
	Madhur Bajaj²	1.72	0.00
	Sanjiv Bajaj	2.07	8.00
	D J Balaji Rao³	3.45	0.00
	Niraj Bajaj	3.79	26.00
	Dr. Naushad Forbes	5.51	44.00
	Anami N. Roy	4.82	26.00
	Pradip Shah	5.17	71.82
	Lila Poonawalla	2.41	10.25
	Abhinav Bindra	4.14	68.00
C.	Key Managerial Personnel
	Rajiv Bajaj, Managing Director and CEO		12.99
	Dinesh Thapar, CFO		59.55
	Rajiv Gandhi, Company Secretary⁴		0.00
D.	Remuneration of Median Employee (other than Whole-time directors)		8.29
E.	Permanent employees as on 31 March 2024⁵ : 6,192

1.(a) Remuneration payable to non-executive directors is based on the number of meetings of the Board and its Committees attended by them as member during the year.

(b) Remuneration to directors for the above purposes does not include sitting fees paid to them for attending Board/Committee meetings.

2.Madhur Bajaj ceased to be a director of the Company on account of his resignation w.e.f. close of business hours on 24 January 2024. Figures regarding % increase in his case are therefore not comparable/not applicable.

3.D J Balaji Rao ceased to be a director of the Company due to his demise on 28 November 2023. Figures regarding % increase in his case are therefore not comparable/not applicable.

4.Rajiv Gandhi was appointed as Company Secretary of the Company w.e.f. 1 October 2023. Figures regarding % increase in his case are therefore not comparable/not applicable.

5.The term ‘Permanent Employees’ does not include trainees, probationers and contract employees.

Notes on Disclosures under Rule 5

1.In FY2024, the remuneration of median employee other than Whole-time directors increased by 8.29% over the previous year.

2.The average percentile increase made in the salaries of employees other than the Whole-time directors/Managerial Personnel was 8.73% whereas the increase in the remuneration of the Whole-time directors/Managerial Personnel, in the aggregate was 19.67% 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 V to Directors’ Report

Annual Report on CSR activities for the financial year ended
31 March 2024

1. Brief outline of Company’s CSR Policy

Introduction

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

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

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

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

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

Guiding principles:

The Bajaj Group believes that social investments should:

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

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

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

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

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

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

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

Brief Contents of CSR Policy

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

●Philosophy, Approach and Direction

●Guiding Principles for selection, implementation and monitoring of activities

●Guiding Principles for formulation of Annual Action Plan

2. Composition of the CSR Committee

Sr. No.	Name of Director	Designation/Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year

1	Rajiv Bajaj	Chairman	2	2/2
2	Pradeep Shrivastava	Member		1/2
3	Dr. Naushad Forbes	Member		2/2
4	*Abhinav Bindra	Member		1/2

* Abhinav Bindra was appointed as a member of CSR Committee w.e.f. 25 July 2023. Vinita Bali was appointed as a member of CSR Committee w.e.f.18 April 2024.

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

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

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

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

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

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

Sr. No	Project Title	Implemen-ting Agency	Location District/State	Date of Completion of Project	Actual Amount Utilised (in Cr.)	Date of Impact Assessment Report	Highlights of the assessment

1	Enhancing Livelihood of Rural Youth through Skill Training and Enterprise Support	Aajeevika Bureau Trust	Multiple districts-Rajasthan and Gujarat	31.01.2022	2.19	12.03.2024	4548 youth trained in wage and skill employment. Around 21K people indirectly benefitted through employment counselling. Monthly income of the beneficiaries has increased from INR 5000 to INR 25000 after training. 86% of the beneficiaries interviewed at the time of visits were satisfied with the program and the help they have received through the skill training to upgrade their earning source to safe work from hazardous one.
2	Reviving Springs of Uttarakhand	People’s Science Institute	Multiple districts- Uttarakhand	31.12.2021	3.34	12.03.2024	The project has benefitted 66 villages from 5 districts where 449 springs have been inventoried with implementation of recharge measures of 134 springs and discharge measurement of 130 springs. 90% of the beneficiaries interviewed provided feedback of satisfactory changes in their lifestyle due to the revival of springs. The time taken to fetch water has reduced from 7-8 hours to 15-20 minutes. It has also omitted the process of fetching water at night. The project also contributed to the education of children who had to skip their classes just to fetch the water initially.
3	Community based approach to improve health and nutritional status and to reduce deaths of tribal of Melghat, Maharashtra	MAHAN (Meditation, Addiction, Health, AIDS, Nutrition) Trust	Melghat, Maharashtra	31.03.2022	1.78	12.03.2024	The project has benefited around 30 K people from 33 villages both directly and indirectly. Under 5 mortality rates reduced by 68% and severe malnutrition reduced by 68%. 1277 severely malnourished children treated with local therapeutic food, antibiotics and micronutrients. Case fatality rate in treated severely malnourished cases <0.3%. 80% of the children found having age-appropriate weight and having good health.
4	Aksharsparsh – Reading class project.	Swadhar Institute for development of women and Children	Pune, Maharashtra	31.03.2022	1.48	12.03.2024	The project has benefitted 21621 students from 42 schools through offline intervention and 5069 students were reached out through online intervention which has helped them in improving their vocabulary and develop reading skills. As reported by the teachers, 90% students have upgraded themselves with the program in case of reading, learning poems, solving puzzles and other activities of the program. 95% school teachers are satisfied with the performance of the children.
5	Action for Child friendly world	Kailash Satyarthi Children’s Foundation	PAN India	30.06.2021	14.86	12.03.2024	The majority of the people in the intervention area are aware of child labor, child marriages, child trafficking and child abuse. As reported by the NGO staff,80% of the children are aware of how to protect themselves from crime. 99% of the children were involved in the activities undertaken by KSCF to protect Child Rights. Most of the girls stopped their own child marriages and initiated spreading awareness in the villages.
6	Campaign against child trafficking and child abuse	Kailash Satyarthi Children’s Foundation	Multiple districts- Maharashtra and Rajasthan	30.06.2022	2	12.03.2024	20 child friendly police stations were created in Maharashtra and Rajasthan. Wider level participation generated from communities on the issue of child labor and trafficking. Advocacy work done with Media, Police department as well as the State Government.
7	Armed Forces Flag Day Fund	Kendriya Sainiki Board	PAN India	15.03.2022	1.00	12.03.2024	834 students/children of ex-army were supported for their higher education through the project.
8.	Creation of Covid Response Funds at JBGVS			31.03.2022	5.95	12.03.2024
8a	Provision of 25 ventilators to govt hospitals	Jankidevi Bajaj Gram Vikas Sanstha	Aurangabad, Maharashtra				22 out of 25 ventilators in working condition.
8b	Distribution of 25 HFNO +10 vaccine freezers (ZP).	Jankidevi Bajaj Gram Vikas Sanstha	Pune and Aurangabad, Maharashtra				25 HFNO+ 10 vaccine freezers distributed.
8c	Installation of Central Oxygen system in RH and District Hospital.	Jankidevi Bajaj Gram Vikas Sanstha	Aurangabad, Maharashtra				Central Oxygen System installed in Government Hospital Aurangabad.
8d	Distribution of Dry Ration Kits Covid Response	Jankidevi Bajaj Gram Vikas Sanstha	Multiple cities such as Delhi, Bengaluru, Hyderabad etc.				40000 ration kits distributed across 7 cities.
9	Pune Platform for COVID Response (PPCR) for Operation Vayu.	Jankidevi Bajaj Gram Vikas Sanstha	Multiple locations- Maharashtra	31.03.2022	1.00	12.03.2024	50 Oxygen Concentrators and 5 BiPaP donated.
10	Mission Vayu support for 44 BiPaP	Jankidevi Bajaj Gram Vikas Sanstha	Multiple locations- Uttarakhand	31.03.2022	1.00	12.03.2024	23 Oxygen Therapy devices, 10 vaccine refrigerators and 70 BiPaP and 32 oxygen concentrators distributed.
11	Covid Response in Bengal-specifically Nadiya District	Jankidevi Bajaj Gram Vikas Sanstha	Nadiya District, West Bengal	31.03.2022	1.38	12.03.2024	100 patients were served through the oxygen plant during second wave of Covid-19.
12	Support for Oxygen cylinders for Govt. hospital in Delhi	Jankidevi Bajaj Gram Vikas Sanstha	Delhi	31.03.2022	2.10	12.03.2024	2000 oxygen cylinders distributed.
13	Covid Immunization for Bottom of the pyramid in Pune and Aurangabad	Jankidevi Bajaj Gram Vikas Sanstha	Pune, Aurangabad, Maharashtra	31.03.2022	19.40	12.03.2024	10 lakh doses of vaccines and 11 lakh syringes were given in Pune, PCMC and Aurangabad.
14	Covid Immunization for Bottom of the pyramid in Pune	Jankidevi Bajaj Gram Vikas Sanstha	Pune, Maharashtra	28.02.2022	2.52	12.03.2024


5.	(a)	Average net profit of the Company as per section 135(5)	₹ 6,586.03 crore
	(b)	Two percent of average net profit of the Company as per section 135(5)	₹ 131.72 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)]	₹ 131.72 crore

6.	(a)	Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):	₹ 20.32 crore
	(b)	Amount spent in Administrative Overheads	₹ 5.53 crore
	(c)	Amount spent on Impact Assessment, if applicable	Nil
	(d)	Total amount spent for the financial Year [(a)+(b)+(c)](‘spent’ as clarified by MCA FAQ dated 25 August 2021)	₹ 25.85 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 section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer

25.85 crore	105.87 crore	15 April 2024	Nil; Not Applicable

(f)

Excess amount for set-off, if any

Nil

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

Sr. No.	Preceding financial year(s)	Amount transferred to Unspent CSR Account under section 135(6) (in ₹)	Balance amount in Unspent CSR Account under section 135(6) (in ₹)	Amount spent in the financial year (in ₹)	Amount transferred to any fund specified under Schedule VII second proviso to section 135(5), if any		Amount remaining to be spent in succeeding financial years (in ₹)	Deficiency, if any
Sr. No.	Preceding financial year(s)			Amount spent in the financial year (in ₹)	Amount (in ₹)	Date of transfer		Deficiency, if any

1	FY-1 2020-21	–	–	–	–	–	–	–
2	FY-2 2021-22	51 crore	11.78 crore	26 crore	–	–	11.78 crore	–
3	FY-3 2022-23	72.42 crore	46.48 crore	25.94 crore	–	–	46.48 crore	–

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 (2023-24)

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.) 2023-24

Details of entity/authority/ beneficiary of the registered owner

CSR registration number if applicable

Name

Registered address

Equipment and Furniture for setting up BEST Center at Symbiosis Institute of Technology Add. – Symbiosis International University Near Lupin Research Park, Gram: Lavale, Tal: Mulshi, Maharashtra

412115

20.03.2024

8.37

CSR00001725

Jankidevi Bajaj Gram Vikas Sanstha (JBGVS)

Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035.

Construction of Hostel and staff residence quarters at Bajaj Institute of Technology Add. – Jamnalal Bajaj Marg, Civil Lines, Wardha, Maharashtra

442001

31.03.2024

9.65

CSR 00016545

Shiksha Mandal

Jamnalal Bajaj Marg,Civil Lines,Wardha

Construction of Bajaj Adhyapan Sankul (New Lecture Theatre Complex) at Govt. Medical College and Hospital, Ch. Sambhajinagar. Add. -Panchakki Road, Near Jubilee Park, Ch.Sambhajingar, Maharashtra

431001

31.03.2024

1.34

Government Medical College and Hospital Ch.Sambhajingar

Panchakki Road, Near Jubilee Park, Ch.Sambhajingar

Infrastructure upgradation; dual benches, tables and chairs for class rooms at St.Ursula High School Chinchwad, Pune Add. – Sector No. 24, Pradhikaran, Akurdi, Pune, Pimpri-Chinchwad, Maharashtra

411035

11.09.2023

0.16

CSR00001725 (Through JBGVS)

Jankidevi Bajaj Gram Vikas Sanstha (JBGVS)

Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035.

Office furniture and equipment related to indoor and outdoor exhibition at Rupa Rahul Bajaj Environment and Art Center, Add. – The Agri Horticulture Society of Western India, Empress Botanical Garden, Rupa Rahul Bajaj Centre For Environment And Art, Kavade Mala, Ghorpadi, Pune, Maharashtra

411001

20.03.2024

0.1

CSR00001725 (Through JBGVS)

Jankidevi Bajaj Gram Vikas Sanstha (JBGVS)

Survey No. 4272, Near Tongaonkar Hospital, Viveknagar, Akurdi, Pune – 411 035.

Includes projects which have been completed in 2023-24.

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:

●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 2024.

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

Rajiv Bajaj

Managing Director and CEO and
Chairman of CSR Committee
(DIN: 00018262)

Pune: 18 April 2024