Bajaj Electricals Ltd

Dear Members,

The Board of Directors is pleased to present the Company's 85^th Annual Report and the Company's audited financial statements for the financial year ended March 31, 2024.

The highlights of the Standalone Financial Results are as under:

(H in crore, except for EPS)

The highlights of the Consolidated Financial Results are as under:

(H in crore, except for EPS)

Return on Net Worth, Return on Capital Employed and EPS for the financial year ended March 31, 2024, and for the last four financial years, are given below:

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the financial year 2023-24:

Revenue from operations on standalone basis decreased to H 4,641.27 crore as against H 4,889.24 crore in the previous year - a degrowth of 5.07%.

Revenue from Consumer Product Segment decreased by 4.26% to H 3,603.90 crore.

Revenue from Lighting Segment decreased by 7.79% to H 1,037.37 crore.

Exports for the year was H 71.62 crore.

Employee cost as a percentage to revenue from operations increased to 7.86% (H 364.93 crore) as against 7.03% (H 343.71 crore) in the previous year.

Other expense as a percentage to revenue from operations decreased to 15.72% (H 729.60 crore) as against 16.14% ( H 789.31 crore) in the previous year.

TheProfitafterTaxforthecurrentyearisH 131.79croreasagainst H 216.34 crore in the previous year - a degrowth of 39.08%.

On a consolidated basis, the group achieved revenue of H 4,641.27 crore as against H 4,889.24 crore - a degrowth of 5.07. Net profit for the group for the current year is H 131.08 crore as against H 216.18 crore in the previous year - a degrowth of 39.37%.

As at March 31, 2024, the carrying value of the property, plant and equipment, investment property, capital work-in-progress, intangible assets under development, other intangible assets, and leased assets, stood at H 789.28 crore. Net Capital Expenditure during the year amounted to H 130.65 crore (H 56.34 crore in the previous year). The Company's cash and cash equivalent as at March 31, 2024 was H 114.02 crore. The Company manages cash and cash flow processes assiduously, involving all parts of the business. The Company continues to focus on judicious management of its working capital. Receivables, inventories, and other working capital parameters were kept under strict check through continuous monitoring.

Foreign Exchange transactions are partly covered and there are no materially significant uncovered exchange rate risks in the context of the Company's imports and exports. The Company accounts for mark-to-market gains or losses every quarter end, in line with the requirements of Ind AS 21.

Except for the transfer by way of demerger of the Power Transmission and Power Distribution Business pursuant to the effectiveness of the Scheme of Arrangement between Bajaj Electricals Limited and Bajel Projects Limited and their respective shareholders, the details of which are covered in this report, there has been no other change in the nature of the business of the Company during the year under review.

Detailed information on the operations of the different business segmentsoftheCompanyarecoveredintheManagementDiscussion and Analysis Report, which forms part of the Annual Report.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserves during the current financial year.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

Your directors are pleased to recommend a dividend of 150% (H 3.00) on 11,51,96,078 equity shares of H 2 each for the financial year 2023-24. The amount of dividend aggregates to H 34.56 crore (previous year H 46.04 crore). The dividend on equity shares, subject to the approval of the Members at the Annual General Meeting ("AGM") to be held on August 6, 2024, will be paid on or after August 10, 2024 to the Members whose names appear in the Register of Members as of the close of business hours on July 19, 2024; and, in respect of shares held in dematerialised form, it will be paid to Members whose names are furnished by Depositories, as beneficial owners as of the close of business hours on that date. Shares that may be allotted on exercise of stock options granted under the Employee Stock Option Scheme before the book closure date for payment of dividend will rank pari-passu with the existing shares and be entitled to receive the dividend. The Board of Directors, at its meeting held on May 17, 2022, had last amended the Dividend Distribution Policy of the Company. In terms of the amendment, and subject to the parameters/circumstances given in the said revised Dividend Distribution Policy, the Board would endeavor to maintain a dividend pay-out in the range of 20-40% of the Company's Profit After Tax on standalone financials. The revised Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI Listing Regulations is attached as Annexure A and forms part of this Report. This Policy can also be accessed on the Company's website at: https://www.bajajelectricals. com/media/7301/dividend-distribution-policy.pdf.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2024 was H 23.04 crore. The increase in number of shares during the year is on account of allotment of 1,20,440 equity shares of H 2 each to the employees upon their exercise of stock options. These shares were included, on a weighted average basis, for the computation of EPS. The Company has not issued shares with differential voting rights. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 ("Act"), in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable.

The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively "Stock Exchanges"). The listing fees for the financial year 2024-25 have been paid to the Stock Exchanges.

DEPOSITORY SYSTEM

The Company's shares are compulsorily tradable in electronic form. As on March 31, 2024, 99.72% of the Company's total paid up capital representing 11,48,71,683 equity shares are in dematerialised form. In light of the provisions of Regulation 40 of the SEBI Listing Regulations, read with a Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022, as issued by the Securities and Exchange Board of India ("SEBI"), Members may please note that the transfer of shares, issue of duplicate securities certificates, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, subdivision/ splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition will be in dematerialised form only. In view of the above and to avail advantages offered by the Depository system as well as to avoid frauds, Members holding shares in physical mode are advised to avail the facility of dematerialisation from either of the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited.

DEPOSITS

During the year under review, the Company has not accepted any depositscoveredunderChapterVoftheAct.Accordingly,nodisclosure or reporting is required in respect of details relating to deposits.

CREDIT RATING

The below table depicts Company's credit ratings profile in a nutshell:

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Company's website at: https://www.bajajelectricals.com/media/7307/policy-on-materiality-of-dealing-with-related-party-transactions.pdf. The Policy intends to ensure that proper reporting, approval, and disclosure processes are in place for all transactions between the Company and its Related Parties.

All transactions entered into with related parties for the year under review were on an ordinary course of business and at arm's length basis. No Material related party transactions i.e., transactions exceeding H 1,000 crore or 10% of the annual consolidated turnover whichever is less, as per the last audited financial statements, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, is not applicable. Further, there are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. The related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 38 to the standalone financial statements which sets out related party disclosure.

The disclosures in respect of loans and advances pursuant to the provisions of Regulation 34(3), read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations, in compliance with the Accounting Standard on Related Party Disclosures, are not applicable since the Company does not have any holding or subsidiary companies at the end of the year under review.

During the year under review, the following person(s) or entity(ies) belonging to the promoter/promoter group held 10% or more shares in the paid-up equity share capital of the Company:

Disclosure of transactions pursuant to the provisions of Regulations 34(3) read with clause 2A of Part A of Schedule V of the SEBI Listing Regulations is attached as Annexure B and forms part of this Report.

PARTICULARS OF LOANS AND ADVANCES, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and the rules framed thereunder, the particulars of the loans given, investments made or guarantees given or security provided are given in the Notes to the standalone financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators/ courts/tribunal which would impact the going concern status of the Company and its operations in the future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year for the Company i.e., March 31, 2024, and the date of this Board's Report i.e., May 14, 2024.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code against the Company; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there was no instance of one-time settlement with banks or financial institutions; hence the requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company is having a Policy on Corporate Social Responsibility ("CSR") and has constituted a CSR Committee as required under the Act for implementing various CSR activities. The CSR Committee is comprised of Ms. Pooja Bajaj, as the Chairperson of the Committee, with Mr. Shekhar Bajaj, Mr. Sudarshan Sampathkumar and Mr. Saurabh Kumar, as the members of the Committee. The CSR policy is available on the website of the Company at: https://www.bajajelectricals.com/media/7071/corporate-social-responsibility-policy.pdf.

Other details about the CSR Committee are provided in the Corporate Governance Report which forms part of this Report. The Company has implemented various CSR projects directly and/or through implementing partners and the said projects undertaken by the Company are in accordance with its CSR Policy and Schedule VII to the Act. Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is given in Annexure C, which forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to amendment in the SEBI Listing Regulations, the top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report ("BRSR") with effect from the FY 2022-23.

Accordingly, a detailed BRSR in the format prescribed by SEBI describing various initiatives, actions, and process of the Company in conducting its business in line with its environmental, social and governance obligations has been hosted on Company's website and can be accessed at https://www.bajajelectricals.com/ annual-reports/. A physical copy of the BRSR will be made available to any shareholder on request.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting: a. A declaration signed by Mr. Anuj Poddar, Managing Director

& Chief Executive Officer, stating that the members of board of directors and senior management personnel have affirmed compliance with the Company's Code of Conduct. b. A compliance certificate from the Company's Statutory Auditors confirming compliance with the conditions of Corporate Governance. c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company. d. A certificate from the CEO and CFO of the Company, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI Listing Regulations, is provided in a separate section and forms an integral part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2024, can be accessed at https://www.bajajelectricals.com/annual-reports/.

VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances about any poor or unacceptable practice and any event of misconduct and to provide adequate safeguards against victimisation of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company at: https://www.bajajelectricals.com/media/7816/whistle-blower-policy.pdf.

EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme ("ESOP Scheme") in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"), as a measure to reward and motivate employees, and also to attract and retain talent. During the financial year under review, 2,55,000 stock options were granted to eligible employees at the market price prevailing on the National Stock Exchange of India Limited as of the date of their grant. During the year under review, there has been no change in the Company's ESOP Scheme.

In line with Regulation 14 of the SEBI SBEB Regulations, a statement giving complete details as at March 31, 2024, is available on the Company's website at https://www.bajajelectricals.com/annual-reports/. The Company has obtained a Certificate from the Secretarial Auditors stating that the ESOP Scheme has been implemented in accordance with the SEBI SBEBSE Regulations. This Certificate will be available for inspection through electronic mode by writing to the Company at legal@bajajelectricals.com from the date of circulation of the AGM Notice until the date of the AGM, i.e., August 6, 2024. Details of options vested, exercised, and cancelled are provided in the notes to the standalone financial statements.

During the year under review, with the approval of the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on November 6, 2023, and with the approval of the shareholders via a special resolution dated January 25, 2024, the Company adopted the new ‘Bajaj Electricals Limited - Performance Stock Option Plan- 2023' ("PSOP Plan") for the issuance of equity shares of the Company in the form of Performance Stock Options ("PSOP Options") to its eligible employees, in accordance with the SEBI SBEB Regulations. The PSOP Plan will result in the grant of up to 575,510 PSOP Options in one or more tranches to eligible employees, representing 0.50% of the issued share capital of the Company.

Scheme of Arrangement between Bajaj Electricals Limited andBajelProjectsLimitedandtheirrespectiveshareholders:

During the year under review, the Hon'ble National Company Law Tribunal, Mumbai Bench, by its order dated June 8, 2023, has approved the Scheme of Arrangement between Bajaj Electricals Limited (the "Company" / "Demerged Company") and Bajel Projects Limited ("Bajel" / "Resulting Company") and their respective shareholders under Sections 230 to 232 of the Act ("Demerger Scheme"), whereby and where under inter alia, the Demerged Undertaking (as defined in the Demerger Scheme), consisting of the Power Transmission and Power Distribution Business (as defined in the Demerger Scheme), was transferred by way of demerger into Bajel effective from August 31, 2023 ("Effective Date"). Subsequently, in accordance with the provisions of the Demerger Scheme, Bajel, at its meeting held on September 16, 2023, issued and allotted New Equity Shares in the ratio of 1 (One) fully paid-up equity share of Bajel having a face value of H2 (Rupees Two) each for every 1 (One) fully paid-up equity share of H 2 (Rupees

Two) each of the Company to the shareholders of the Company whose names were recorded in the register of members and/or records of the depository as on the Record Date (i.e., Thursday, September 14, 2023), and accordingly, as per the terms of the Demerger Scheme, immediately with effect from the Effective

Date and upon allotment of New Equity Shares by Bajel, the entire pre-demerger paid-up equity share capital, as on the Effective Date, of the Resulting Company stands cancelled, extinguished, and annulled on and from the Effective Date, and consequently, Bajel ceased to be a wholly owned subsidiary of the Company.

Scheme of Merger by Absorption of Nirlep Appliances Private Limited with Bajaj Electricals Limited and their respective shareholders:

During the year under review, the Hon'ble National Company Law Tribunal, Mumbai Bench, by its order dated March 1, 2024, approved the Scheme of Merger by Absorption of Nirlep Appliances Private Limited ("Transferor Company") into Bajaj Electricals Limited (the "Company" / "Transferee Company") and their respective shareholders under Sections 230 to 232 of the Act ("Nirlep Merger Scheme"), whereby and where under inter-alia the Transferor Company was merged with the Company, effective from March 31, 2024, and consequently, the Transferor Company was dissolved (without being wound up) and ceased to be a wholly owned subsidiary of the Company, as per the terms of the Nirlep Merger Scheme.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE

As on March 31, 2024, your Company has one (1) associate company, viz. Hind Lamps Limited ("Hind Lamps").

Name the Company as Status on March 31, 2024

Hind Lamps Limited 19.00 Associate

Hind Lamps: Total income of Hind Lamps in the financial year 2023-24 stood at H 3.93 crore (Previous Year: H 3.71 crore). Profit for the year was at H 0.06 crore (Previous Year Profit: H 0.05 crore).

Pursuant to the provisions of Section 129(3) of the Act, a Report on the performance and financial position of the subsidiary, associate and joint venture are included in the Consolidated Financial Statement and their contribution to the overall performance of the Company in Form AOC-1 is given in Annexure D, which forms part of this Report.

In accordance with the fourth proviso to Section 136(1) of the Act, the Annual Report of Company, containing therein its Standalone and Consolidated Financial Statements are available on the Company's website at: https://www.bajajelectricals.com/annual-reports/. Further, as per fifth proviso to the said Section, the annual accounts of the subsidiary, joint venture and associate of the Company are also available on the Company's website at: https:// www.bajajelectricals.com/annual-reports/. Any member who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Company's Registered Office. Further, the said documents will be available for examination by the shareholders of the Company at its Registered Office during all working days except Saturday, Sunday, Public Holidays and National Holidays, between 11.00 a.m. and 01.00 p.m.

The Policy for Determining Material Subsidiary as approved by the Board may be accessed on the Company's website at: https://www. bajajelectricals.com/media/6127/policy-for-determining-material-subsidiary-wef-1^st- april-2019.pdf .

FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31, 2024, as per Schedule III to the Act forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, associate and joint venture prepared in compliance with the Act, applicable Accounting Standards and the SEBI Listing Regulations and they form part of this Report.

Appointment of Mr. Sudarshan Sampathkumar as an Independent Director for a term of five consecutive years from May 23, 2023

The Board of Directors based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Sudarshan Sampathkumar as an Additional Director, designated as an Independent Director of the Company, with effect from May 23, 2023 and at the annual general meeting of the Company held on August 10, 2023, the shareholders approved his appointment as an Independent Director of the Company for a period of five (5) consecutive years upto May 22, 2028.

Completion of the term of Mr. Munish Khetrapal as an Independent Director on the Board of Directors; he did not seek re-appointment

Mr. Munish Khetrapal, an Independent Director of the Company whose first term expired on October 31, 2023, had conveyed his decision not to seek reappointment for a second term due to increasing professional commitments. Consequently, Mr. Khetrapal's tenure as an Independent Director of the Company concluded on October 31, 2023. The Board places on record its sincere appreciation for the contribution made by him during his tenure on the Board of the Company.

Appointment of Mr. Vikram Hosangady as an Independent Director for a term of five consecutive years from November 6, 2023

The Board of Directors based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Vikram Hosangady as an Additional Director, designated as an Independent Director of the Company, with effect from November 6, 2023, and the shareholders approved his appointment as an Independent Director of the Company for a period of five (5) consecutive years upto November 5, 2028, by way of resolution passed through postal ballot on January 25, 2024.

Appointment of Ms. Swati Salgaocar as an Independent Director for a term of five consecutive years from November 6, 2023

The Board of Directors based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Ms. Swati Salgaocar as an Additional Director, designated as an Independent Director of the Company, with effect from November 6, 2023, and the shareholders approved her appointment as an Independent Director of the Company for a period of five (5) consecutive years upto November 5,

2028, by way of resolution passed through postal ballot on January 25, 2024.

Appointment of Mr. Saurabh Kumar as an Independent Director for a term of five consecutive years from March 20, 2024

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Saurabh Kumar as an Additional Director, designated as an Independent Director of the Company, effective from March 20, 2024. The approval of the shareholders for his appointment as an Independent Director of the Company for a period of five (5) consecutive years up to March 19, 2029, is sought through postal ballot process.

Re-appointment of Mr. Shailesh Haribhakti as an Independent Director for a second term of five consecutive years starting from August 7, 2024

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the reappointment of Mr. Shailesh Haribhakti as an Independent Director of the Company for a second term of five (5) consecutive years starting from August 7, 2024. The approval of the shareholders for his re-appointment as an Independent Director of the Company for a period of five (5) consecutive years up to August 6, 2029, is sought through postal ballot process.

Appointment of Ms. Pooja Bajaj as an Executive Director for a term of five consecutive years from May 14, 2024

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders at the forthcoming AGM, approved the appointment of Ms. Pooja Bajaj as a Whole-time Director of the Company, with the designation and title of ‘Executive Director', for a term of five (5) consecutive years starting from May 14, 2024. The Board recommends the appointment of Ms. Pooja Bajaj for the consideration of the Members of the Company at the forthcoming AGM. The relevant details, including the profile of Ms. Pooja Bajaj, are included separately in the Notice of AGM and Report on Corporate Governance of the Company, forming part of the Annual Report.

Director coming up for retirement by rotation

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Anuj Poddar is the Director liable to retire by rotation at the forthcoming AGM and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Anuj Poddar for the consideration of the Members of the Company at the forthcoming AGM. The relevant details, including the profile of Mr. Anuj Poddar, are included separately in the Notice of AGM and Report on Corporate Governance of the Company, forming part of the Annual Report.

As on the date of this Report, the Company's Board comprises of ten (10) Directors, out of which, seven (7) are Non-Executive Directors (NEDs) including one (1) Woman Director. NEDs represent 70% of the total strength. Further, out of the said seven (7) NEDs, five (5) are independent directors representing 50% of the total strength of the Board. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and with the provisions of the Act.

Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. All Independent Directors of the Company have valid registration in the Independent Director's databank of Indian Institute of Corporate Affairs as required under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules, 2019. In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at: https:// www.bajajelectricals.com/media/6937/letter-of-appointment-to-independent-directors.pdf.

In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarisation programme for the independent directors to familiarise them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarisation programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at: https://www.bajajelectricals.com/ media/7815/familiarization-program-for-independent-directors-march-31-2024.pdf.

Key Managerial Personnel

During the year under review, there has been a change in the key managerial personnel of the Company. The Board of Directors of the Company, at its meeting held on May 23, 2023, has: a. Taken on record the cessation of Mr. Ajay Nagle, Company Secretary & Chief Compliance Officer and Key Managerial Personnel of the Company, with effect from the close of business hours on June 30, 2023; and b. Considered and approved the appointment of Mr. Prashant Dalvi, then Vertical Head - Corporate Secretarial & Compliance of the Company, as the new Company Secretary

& Chief Compliance Officer and Key Managerial Personnel of the Company with effect from the start of business hours on July 1, 2023.

As on March 31, 2024, the Board has designated Mr. Anuj Poddar, Managing Director & Chief Executive Officer, Mr. E C Prasad, Chief Financial Officer, and Mr. Prashant Dalvi, Chief Compliance Officer & Company Secretary, as Key Managerial Personnel of the Company, pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder.

NUMBER OF MEETINGS OF THE BOARD

Six (6) Board meetings were held during the financial year 2023-24. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of meetings of the Board held during the financial year 2023-24 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board of Directors had the following Committees: a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders' Relationship Committee; d. Risk Management Committee; e. Corporate Social Responsibility Committee; and f. Finance Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria has been explained in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates. The above Policy is given in Annexure E, which forms part of this Report, and has also been posted on the website of the Company at: https://www.bajajelectricals.com/media/6722/nomination-and-remuneration-policy.pdf.

RISK AND INTERNAL CONTROLS ADEQUACY

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories, and key business areas. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

Based on the report of the Statutory Auditors, the internal financial controls with reference to the standalone financial statements were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

There was no instance of fraud reported during the year under review, which required the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the same to the Audit Committee of the Company under Section 143(12) of the Act and Rules framed thereunder.

RISK MANAGEMENT

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and minimisation procedures along with a periodical review to ensure that executive management controls risk by means of a properly designed framework.

The Risk Management Framework is reviewed periodically by the Risk Management Committee, which includes discussing the Management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

Detailed discussion on risk management forms part of the Management Discussion and Analysis, which forms part of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors viz. Mr. Shailesh Haribhakti as the Chairman of the Committee, with Mr. Sudarshan Sampathkumar, and Mr. Vikram Hosangady, as the members of the Committee.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

Statutory Auditors

The Members at their 83^rd Annual General Meeting ("83^rd AGM") of the Company held on August 12, 2022, had appointed Messrs S R B C & Co. LLP, Chartered Accountants (ICAI Registration No.324982E/ E300003) as the Statutory Auditors of the Company to hold office for a second term of five years i.e. from the conclusion of 83^rd AGM till the conclusion of 88^th Annual General Meeting of the Company to be held in 2027.

The Auditors' Report on financial statements forms part of this Annual Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. Messrs R. Nanabhoy & Co. (Firm Registration No.000010),

Cost Accountants, carried out the cost audit for applicable businesses during the year.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed Messrs R. Nanabhoy & Co. (Firm Registration No.000010), Cost Accountants, as the Cost Auditors for the financial year 2024-25. The Company has received a certificate from Messrs R. Nanabhoy & Co., confirming that they are not disqualified from being appointed as the Cost Auditors of the Company. The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to Messrs R. Nanabhoy & Co., Cost Accountants, is included at Item No. 6 of the Notice of the ensuing AGM.

The particulars of the Cost Auditors and cost audit conducted by them for financial year 2022-23 are furnished below:

As per 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.

Secretarial Auditors

The Board had appointed Messrs Anant B. Khamankar & Co., Practicing Company Secretaries (Membership No. FCS 3198; CP No. 1860) as the Secretarial Auditors to conduct the secretarial audit of the Company for the financial year ended March 31, 2024, as per the provisions of Section 204 of the Act read with Rules framed thereunder. The Secretarial Audit Report in Form MR-3 is given as Annexure F and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Messrs Anant B. Khamankar & Co., Practicing Company Secretaries (Membership No. FCS 3198; CP No. 1860) has been submitted to the Stock Exchanges within 60 days of the end of the financial year.

Transfer of Unpaid/Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the provisions of Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended, unpaid and/or unclaimed dividend of H 17,48,597.20 pertaining to the financial year ended on March 31, 2016, were transferred during the year to the Investor Education and Protection Fund ("IEPF").

Transfer of shares to IEPF

Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, 2,347 equity shares of face value of H 2/- each, in respect

of which dividend was not paid or claimed by the members for seven consecutive years or more, have been transferred by the Company to IEPF during the year. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure G which forms part of this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong, and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report. The relations with the employees of the Company have continued to remain cordial.

KEY INITIATIVES WITH RESPECT TO STAKEHOLDER RELATIONSHIP, CUSTOMER RELATIONSHIP, ENVIRONMENT, SUSTAINABILITY, HEALTH, SAFETY AND WELFARE OF EMPLOYEES

The key initiatives taken by the Company with respect to stakeholder relationship, customer relationship, environment, sustainability, health, and safety are provided separately under various Capitals in this Annual Report.

The Environment, Health and Safety Policy and Human Rights Policy are available on the website of the Company viz. www.bajajelectricals.com

PROTECTION OF WOMEN AT WORKPLACE

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder ("POSH Act"), the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary, or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. This has been widely disseminated. An Internal Complaint Committee (ICC) has been set up in compliance with the said provisions.

Number of cases filed and their disposal under Section 22 of the POSH Act, as at March 31, 2024, is as follows:

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required in terms of 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 are given in Annexure H, which forms part of this Report.

Further, in accordance with the provisions of Sections 197(12)

& 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours at the Registered Office of the Company. Any member who is interested in obtaining these, may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that: a. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c. 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 frauds and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURES / CONFIRMATIONS a. Neither the Chairman nor the Managing Director & Chief Executive Officer of the Company received any remuneration or commission from any of the subsidiaries of the Company. b. The Company has not issued any sweat equity shares to its directors or employees. c. The Company has not failed to implement any corporate action during the year under review.

d. The disclosure pertaining to an explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company. e. The Company's securities were not suspended during the year under review. f. There was no revision of financial statements and Board's Report of the Company during the year under review.

ANNEXURES a. Dividend Distribution Policy – Annexure A; b. Disclosures of transactions pursuant to the provisions of Regulation 34(3) read with clause 2A of Part A of Schedule V of the SEBI Listing Regulations – Annexure B; c. Annual Report on CSR Activities – Annexure C; d. Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures – Annexure D; e. Nomination and Remuneration Policy of the Company – Annexure E; f. Secretarial Audit Report – Annexure F; g. Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo – Annexure G; and h. Disclosures under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 – Annexure H.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company's endeavour to build and nurture strong links with trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government Regulatory Authorities and Stock Exchanges, for their continued support.