Bajaj Auto Ltd

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

* 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

? Revenue on standalone basis clocked an all-time high at H 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 H 8,825 crore, EBITDA registered its highest ever, growing a solid 35% YoY; Profit after tax also hit a peak at H 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

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 H 80 per equity share of H 10 each (800%) for the year ended 31 March 2024 totalling to H 2,233 crore. This, along with the recent share buyback of H 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 H 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 H 10 each at a price of H 10,000 each for an aggregate consideration of H 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 H 279.18 crore comprising of 279,179,756 equity shares of face value of H 10 each as on 31 March 2024, as against H 282.96 crore comprising of 282,957,358 equity shares of face value of H 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 (H 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 (H 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 (H 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 H 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.

(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 H 295 crore, BACL had assets under management of H 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 (H 48 crore). During FY2024, the Company made an additional investment of H 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 H 45.75 crore. Post which, your Company's total investment in Yulu Bikes stands at H 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 H 2.50 lakh/H 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 H 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

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:

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

Investment/Savings

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 H 14,252.96 crore, as compared to H 14,461.47 crore during the financial year 2022-23.

Total foreign exchange outflow during the financial year 2023-24 was H 1,221.75 crore, as against H 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.