The Board of Directors is pleased to present the Company's 87th Annual Report (Integrated) and the Company's audited financial statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Standalone Financial Results are as under:

RESULTS OF OPERATIONS, SEGMENT WISE PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS

During the financial year 2025-26:

• Revenue from operations on a standalone basis decreased to H4,462.16 crore as against H4,828.43 crore in the previous year, reflecting a degrowth of 7.6%.

• Revenue from the Consumer Product Segment decreased by 12.2% to H3,342.65 crore.

• Revenue from Lighting Solutions Segment increased by 9.5% to H1,119.51 crore.

• Exports for the year amounted to H100.50 crore.

• Employee cost as a percentage to revenue from operations increased to 8.8% (H391.09 crore) as against 7.9% (H379.99 crore) in the previous year.

• Other expenses as a percentage to revenue from operations increased to 18.4% (H822.65 crore) as against 16.7% (H806.86 crore) in the previous year.

• The Profit/(Loss) After Tax for the current year stood at H(77.26) crore as against H133.42 crore in the previous year.

• On a consolidated basis, we achieved the revenue of H4,462.16 crore as against H4,828.43 crore in the previous year, indicating a degrowth of 7.6%. The consolidated net profit/(loss) for the year stood at H(90.86) crore as against H133.42 crore in the previous year

As on March 31, 2026, the carrying value of property, plant and equipment, investment property, capital work-in-progress, intangible assets under development, other intangible assets, and leased assets stood at H747.09 crore. Net capital expenditure during the year amounted to H190.90 crore (H5.04 crore in the previous year).

The Company's cash and cash equivalents as on March 31, 2026 stood at H222.31 crore. The Company manages its cash and cash flow processes diligently, with active involvement across all functions. It continues to focus on the prudent management of working capital. Receivables, inventories, and other working capital parameters were closely monitored and kept under strict control.

Foreign exchange transactions were partly hedged, and there were no materially significant uncovered exchange rate risks in relation to the Company's imports and exports. The Company recognises mark-to-market gains or losses at each quarter end, in accordance with the requirements of Ind AS 21.

There has been no change in the nature of the Company's business during the year under review. Detailed information regarding the operations of the various business segments of the Company is provided in the Management Discussion and Analysis Report, which forms part of this Report.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year 2025-26.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

On the occasion of the completion of 100 years of the Bajaj Group, the Board of Directors has decided to maintain the dividend rate at the same level as that of the previous year and is pleased

to recommend a dividend of 150% (H3.00 per equity share) on 11,53,90,713 equity shares of H2 each for the financial year 2025-26, to be paid out of free reserves. The total dividend outgo amounts to H34.62 crore (previous year: H34.61 crore).

The dividend on equity shares, shall be subject to the approval of the Members at the 87th Annual General Meeting ("AGM") of the Company, scheduled to be held on Thursday, August 6, 2026, and shall be deposited into a separate bank account on or before Monday, August 10, 2026, for making payment of dividend to those Members whose names appear in the Register of Members as at the close of business hours on Friday, July 17, 2026 ("Record Date"). In respect of the shares held in dematerialised form, the dividend will be paid to the Members whose names are furnished by the Depositories as beneficial owners as at the close of business hours on the said Record Date. The said dividend 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 the ensuing 87th AGM.

Equity shares that may be allotted upon the exercise of stock options granted under the Company's 'Employee Stock Option Plan 2015' and 'Performance Stock Option Plan 2023' (collectively, the "Stock Option Schemes"), before the Record Date, shall rank pari passu with the existing equity shares and shall be entitled to receive the dividend.

The Board of Directors, at its meeting held on May 17, 2022, last amended the Dividend Distribution Policy of the Company. As per the amended policy and subject to the parameters and circumstances outlined therein, the Board endeavours to maintain a dividend payout ratio in the range of 20% to 40% of the Company's Profit After Tax (PAT) on a standalone basis. The dividend recommended is in accordance with the Company's Dividend Distribution Policy.

The Dividend Distribution Policy, containing the disclosures as required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") is available on the Company's website at:

https://www.bajajelectricals.com/pages/investors.

CHANGES IN SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2026, stood at H23,07,81,426.

Allotment under the Company's Stock Option Schemes

During the financial year 2025-26, the paid-up equity share capital increased on account of the allotment of 48,460 equity shares of H2 each to eligible employees upon exercise of stock options granted under the Company's stock option schemes. These shares have been considered, on a weighted average basis, for the purpose of computation of Earnings Per Share (EPS).

Shares with Differential Voting Rights

The Company has not issued any shares with differential voting rights during the year under review. Accordingly, no disclosure is required under Section 67(3)(c) of the Companies Act, 2013 ("the Act") in respect of voting rights not exercised directly by employees of the Company, as the provisions of the said section are not applicable to the Company.

Listing of Equity Shares

The equity shares of the Company continue to be listed on BSE Limited and National Stock Exchange of India Limited

(collectively referred to as the "Stock Exchanges"). The annual listing fees for the financial year 2026-27 have been duly paid to the Stock Exchanges.

DEPOSITORY SYSTEM

The Company's shares are compulsorily tradable in electronic form. As on March 31, 2026, 99.80% of the Company's total paid-up capital, representing 11,51,59,623 equity shares, were held in dematerialised form.

In terms of amended Regulation 40 of the SEBI Listing Regulations, effective April 1, 2019, transfer of securities in physical form are not processed unless the securities are held in the dematerialised mode with a Depository Participant.

The Securities and Exchange Board of India ("SEBI"), vide Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025, on "Ease of Doing Investment - Special Window for Transfer and Dematerialisation of Physical Securities", introduced a special window for re-lodgement of transfer deeds that were lodged prior to April 1, 2019 and were rejected, returned or kept pending due to deficiencies in documentation, process or otherwise. The special window was initially made available for a period of six months from July 7, 2025 to January 6, 2026. Subsequently, SEBI, vide Circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, extended the said special window for a further period of one year from February 5, 2026 to February 4, 2027. Investors are advised to refer to the aforesaid circulars and take necessary action, wherever applicable.

With effect from January 24, 2022, SEBI has mandated that listed companies shall issue securities only in dematerialised form while processing investor service requests such as issuance of duplicate securities certificates, claim from unclaimed suspense account, renewal/exchange of securities certificates, endorsement, sub-division/splitting of securities certificates, consolidation of securities certificates/folios, transmission and transposition.

Further, with effect from April 2, 2026, SEBI has dispensed with the requirement of issuance of a Letter of Confirmation (LOC) by the Company/RTA while processing service request. Accordingly, securities will be credited directly to the shareholder's demat account upon submission of valid demat account details along with the latest Client Master List (not older than 2 months), Demat Conversion Request Form for NSDL/ Demat Request form for CDSL and Latest Client Master List, both attested by Depository Participant, besides mandatory documents for the subject service requests subject to folio being KYC Compliant. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4, the format of which is available on the Company's website at: https://www.balalelectricals.com/pages/investors and on the RTA's website at: https://web.in.mpms.mufg.com/client-downloads.html.

In view of the above and to avail the benefits of the depository system as well as to safeguard against fraud, Members holding shares in physical form are encouraged to dematerialise their holdings through either National Securities Depository Limited or Central Depository Services (India) Limited.

DEPOSITS

During the financial year 2025-26, the Company did not accept any deposits within the meaning of Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of deposits covered under the provisions of the Act.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions ("RPT Policy"), which is available on the Company's website at:

https://www.baiajelectricals.com/pages/investors.

This RPT Policy is intended to ensure that appropriate reporting, approval, and disclosure processes are in place for all transactions between the Company and its related parties.

All related party transactions entered into during the year under review were in the ordinary course of business and at arm's length and were in accordance with the provisions of the Act and the SEBI Listing Regulations. No material related party transactions, i.e., transactions exceeding H1,000 crore or 10% of the annual consolidated turnover, whichever is lower, as per the last audited financial statements, were entered into during the financial year. Accordingly, the disclosure of related party transactions in Form AOC-2, as required under Section 134(3)(h) of the Act, is not applicable. Further, there were no material related party transactions during the year under review with Promoters, Directors, or Key Managerial Personnel that could have a potential conflict with the interests of the Company at large.

The related party transactions are disclosed in the notes to the financial statements. Members' attention is drawn to Note No. 38 of the standalone financial statements, which sets out the related party disclosures.

The disclosure in respect of loans and advances pursuant to Regulation 34(3), read with Clause 2 of Part A of Schedule V of the SEBI Listing Regulations, in compliance with the applicable accounting standards on related party disclosures, is not applicable, as the Company does not have any holding or subsidiary company.

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

Disclosure of transactions pursuant to Regulation 34(3), read with Clause 2A of Part A of Schedule V of the SEBI Listing Regulations, is attached as Annexure A 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 loans given, investments made, guarantees given, and securities provided by the Company, if any, are disclosed in the notes to the standalone financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and/or material orders passed by any regulators, courts, or tribunals that would impact the going concern status of the Company or 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 RELATES AND THE DATE OF THIS REPORT

There have been no material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year, i.e., March 31, 2026, and the date of this Board's Report, i.e., May 15, 2026.

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

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

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

During the financial year, there was no instance of a one-time settlement with banks or financial institutions. Therefore, the requirement to disclose the details of the difference between the amount of the valuation done at the time of the one-time settlement and the valuation done while taking a loan from the banks or financial institutions, along with the reasons therefor, is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social Responsibility and has constituted a Corporate Social Responsibility (CSR) & Environmental, Social, and Governance (ESG) Committee ("CSR & ESG") as required under the Act to implement various CSR activities. The CSR & ESG Committee is comprised of Ms. Pooja Anant Bajaj, who serves as the Chairperson of the Committee, with Mr. Shekhar Bajaj, Mr. Sudarshan Sampathkumar, and Mr. Saurabh Kumar as the members of the said Committee.

Further details regarding the CSR & ESG 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 of the Act. The Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is provided in Annexure B, which forms a part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Board of Directors is pleased to share the Company's 4th Business Responsibility and Sustainability Report ("BRSR") for the FY 2025-26.

BRSR includes details on performance against the 9 (nine) principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators.

The BRSR in in the format prescribed by SEBI and is aligned with the nine principles of the National Guidelines for Responsible Business Conduct ("NGRBC") notified by the Ministry of Corporate Affairs, Government of India.

The BRSR has been hosted on the Company's website. It can be accessed at https://www.bajajelectricals.com/ pages/investors.

A physical copy of the BRSR will be made available to any shareholder upon 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 its Corporate Governance Reporting:

a. A declaration signed by Mr. Sanjay Sachdeva, Managing Director & Chief Executive Officer, stating that the members of the 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 Secretarial Auditors confirming compliance with the conditions of Corporate Governance.

c. A certificate of Non-Disqualification of Directors from the Secretarial Auditors 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 a part of this 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, 2026, can be accessed at: https://www.baiaielectricals.com/pages/investors.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy to report genuine concerns or grievances regarding any poor or unacceptable practices and any instances of misconduct, ensuring adequate safeguards against the victimisation of persons who may utilise such a mechanism.

Further details of the vigil mechanism are given in the Report on Corporate Governance, which forms part of this Report. No person has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the Company's website at: https://www.baiaielectricals.com/pages/investors

EMPLOYEES STOCK OPTION SCHEME

The Company has implemented Employee Stock Option Plan-2015 and Performance Stock Option Plan- 2023 (collectively, the "Stock Option Schemes"), in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"), as a measure to reward and motivate employees, as well as to attract and retain talent.

During the financial year under review, under the ESOP-2015, no stock options were granted to employees, and under the PSOP-2023, 98,674 options were granted to eligible employees at the face value of H2 each.

There were no changes to the Company's Stock Option Schemes during the financial year.

Details of options vested, exercised, and cancelled are provided in the notes to the standalone financial statements.

In line with Regulation 14 of the SEBI SBEBSE Regulations, a statement providing complete details as of March 31, 2026, is available on the Company's website at: https://www. bajajelectricals.com/pages/investors

The Company has obtained a Certificate from the Secretarial Auditors confirming that the Company's Stock Option Schemes have been implemented in accordance with the SEBI SBEBSE Regulations. This Certificate will be available for inspection through electronic means 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., Thursday, August 6, 2026.

EMPLOYEE WELFARE TRUSTS

The Company has the following irrevocable Employee Welfare Trusts, namely:

(i) Bajaj Electricals Limited Employees' Welfare Fund No. 1;

(ii) Bajaj Electricals Limited Employees' Welfare Fund No. 2;

(iii) Bajaj Electricals Limited Employees' Welfare Fund No. 3;

(iv) Bajaj Electricals Limited Employees' Welfare Fund No. 4; and

(v) Bajaj Electricals Limited Employees' Housing Welfare Fund,

(collectively, the "Employee Welfare Trusts").

The benefits of these Employee Welfare Trusts extend to all employees of the Company, including those of Bajel Projects Limited ("Bajel"), formerly the EPC division of the Company and now a separate legal entity following its demerger.

Following the demerger, the managements of the Company and Bajel have jointly realigned the governance and operational framework of the Employee Welfare Trusts to safeguard employee interests and ensure effective administration. It has been mutually agreed that the Employee Welfare Trusts-related expenditure shall be shared between the two entities in the ratio of 67.03:32.93, based on their respective net worth prior to the demerger. The Governing Bodies of the Employee Welfare Trusts have also been reconstituted with proportionate representation from both entities, and all key decisions shall be made jointly, with an agreed mechanism in place to resolve any differences.

Since joint control has been established for accounting purposes, the Employee Welfare Trusts have been consolidated as a joint venture in the consolidated financial statements.

SUBSIDIARY, JOINT VENTURE, AND ASSOCIATE

The Policy for Determining Material Subsidiary, as approved by the Board, can be accessed on the Company's website at: https:// www.bajajelectricals.com/pages/investors.

As on March 31, 2026, the Company has one associate company, viz. Hind Lamps Private Limited, erstwhile Hind Lamps Limited, ("Hind Lamps") and the following five irrevocable Employee Welfare Trusts, which have been recognised as Joint Ventures for the purpose of consolidation in the Company's consolidated financial statements:

(i) Bajaj Electricals Limited Employees' Welfare Fund No.

1 ("BELEWF1");

(ii) Bajaj Electricals Limited Employees' Welfare Fund No.

2 ("BELEWF2");

(iii) Bajaj Electricals Limited Employees' Welfare Fund No.

3 ("BELEWF3");

(iv) Bajaj Electricals Limited Employees' Welfare Fund No. 4 ("BELEWF4"); and

(v) Bajaj Electricals Limited Employees' Housing Welfare Fund ("BELEHWF").

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 ventures is included in the Consolidated Financial Statements. Their contribution to the overall performance of the Company in Form AOC-1 is given in Annexure C, which forms part of this Report.

In accordance with the fourth proviso to Section 136(1) of the Act, the Annual Report of the Company, containing the Standalone and Consolidated Financial Statements, is available on the Company's website at: https://www.baiaielectricals.com/pages/investors.

Further, as per the fifth proviso to the said Section, the annual accounts of the joint ventures and associate of the Company are also available on the Company's website at: https://www. baiaielectricals.com/pages/investors.

Any member interested in obtaining a copy of the aforesaid documents may write to the Chief Compliance Office & Company Secretary at the Company's Registered Office. These documents will also be available for examination by the shareholders at the Company's Registered Office during working days (except Saturday, Sunday, Public Holidays, and National Holidays), between 11.00 a.m. and 01.00 p.m.

During the financial year ended March 31, 2026, there was no addition or deletion to the list of associate or ioint ventures of the Company.

FINANCIAL STATEMENTS

The audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, prepared in accordance with the applicable provisions of the Act and in compliance with Schedule III thereto, the Indian Accounting Standards (Ind AS), and the SEBI Listing Regulations, forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, which include the audited financial statements of the associate company and the ioint ventures, prepared in compliance with the applicable provisions of the Act, the Indian Accounting Standards (Ind AS), and the SEBI Listing Regulations, also forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments/Re-appointments and Director Retiring by Rotation

• Sad demise of Mr. Madhur Bajaj

Mr. Madhur Bajaj (DIN: 00014593), Non-Executive NonIndependent Director - Promoter of the Company, passed away on April 11, 2025.

• Appointment of Mr. Sanjay Sachdeva as the Managing Director & Chief Executive Officer for a term of three (3) years, with effect from April 15, 2025

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had, at its Meeting held on March 28, 2025, approved the appointment of Mr. Sanjay Sachdeva (DIN: 11017868) as an additional director (in the category of executive/whole-time director) with the designation and title of 'Managing Director & Chief Executive Officer', liable to retire by rotation, for a term of 3 years with effect from April 15, 2025 up to April 14, 2028. Further, Mr. Sanjay Sachdeva was also designated as the Key Managerial Personnel (KMP) for all purposes as enumerated under the provisions of the Act and the SEBI Listing Regulations, in place of Mr. Shekhar Bajaj, who was temporarily designated as the KMP, from April 15, 2025.

The shareholders via postal ballot notice dated March 28, 2025, passed on June 18, 2025, had approved the appointment of Mr. Sanjay Sachdeva as the Managing Director & Chief Executive Officer, liable to retire by rotation, for a term of 3 years with effect from April 15, 2025 up to April 14, 2028.

• Appointment of Mr. Nirav Nayan Bajaj as the nonexecutive non-independent director:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had, at its Meeting held on May 12, 2025, approved the appointment of Mr. Nirav Nayan Bajaj (DIN: 08472468), as the Additional Director in the category of Non-Executive Non Independent Director, liable to retire by rotation, with effect from May 12, 2025, subject to the approval of the shareholders at the 86th Annual General Meeting ("86th AGM") of the Company.

The shareholders at their 86th AGM held on August 7, 2025, had approved the appointment of Mr. Nirav Nayan Bajaj as the Non-Executive Non-Independent Director, liable to retire by rotation, with effect from May 12, 2025.

• Mr. Rajiv Bajaj's decision about not seeking reappointment

Mr. Rajiv Bajaj (DIN: 00018262) had conveyed his decision not to seek re-appointment to the Board. Accordingly, he vacated his office as a Non-Executive Non-Independent Director upon the conclusion of the 86th AGM, with effective from close of business hours of August 7, 2025.

• Appointment of Mr. Pramod Agrawal as an Independent Director for a term of five (5) consecutive years from February 9, 2026.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on February 9, 2026, had approved the

appointment of Mr. Pramod Agrawal (DIN:00279727) as an additional director with the designation Non-executive Independent Director, not liable to retire by rotation, with effect from February 9, 2026, for a term of five consecutive years, commencing from February 9, 2026, subject to the approval of the shareholders.

The shareholders via postal ballot notice dated February 9, 2026, passed on April 30, 2026, had approved the appointment of Mr. Pramod Agrawal Non-executive Independent Director, not liable to retire by rotation, for a term of five consecutive years, commencing from February 9, 2026.

• 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. Sanjay Sachdeva (DIN:11017868) is liable to retire by rotation at the forthcoming AGM.

The Board recommends re-appointments of Mr. Sanjay Sachdeva for the consideration of the Members of the Company at the forthcoming AGM. The relevant details, including his profile, are included separately in the Notice of AGM and Report on Corporate Governance of the Company, which forms a part of this Report.

As on the date of this Report, the Board of Directors of the Company comprises of ten (10) members, of which seven (7) are NonExecutive Directors (NEDs), including one (1) Woman Director. NEDs constitute 70% of the Board's strength. Among these, six (6) are Independent Directors, accounting for 60% of the total Board composition. The structure of the Board is in compliance with the requirements of Regulation 17 of the SEBI Listing Regulations and the applicable provisions of the Act.

Independent Directors

All Independent Directors of the Company have submitted declarations under Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, and Regulation 16(1)(b), along with other applicable provisions, of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also affirmed that they are not aware of any circumstance or situation that exists or is reasonably anticipated to arise, which could impair their ability to discharge their duties with objective, independent judgment 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. Further, all Independent Directors have valid registrations in the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs, as required under Rule 6(1) of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

In the opinion of the Board, all Independent Directors fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The terms and conditions of appointment of the Independent Directors are available on the Company's website at: https://www. bajajelectricals.com/pages/investors. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

In line with the requirements of the SEBI Listing Regulations, the Company has implemented a structured familiarisation programme to orient Independent Directors regarding their roles, responsibilities, the Company's business operations, the industry landscape, and the regulatory environment. Details of the familiarisation programme are provided in the Corporate Governance Report and are also available on the Company's website at: https://www.baiajelectricals.com/pages/investors.

Key Managerial Personnel

During the financial year, there were the following changes in the Key Managerial Personnel of the Company:

a. The Board of Directors, at its meeting held on October 31, 2025, noted and accepted the resignation of Mr. E C Prasad as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours on January 26, 2026. Subsequently, at his request and on account of completion of handover of responsibilities, Mr. E C Prasad was relieved by the Board of Directors from the office of the Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours on December 31, 2025.

b. Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors had, at its Meeting held on March 16, 2026, approved the designation of Mr. Suketu Shah, Vertical Head - Accounts (Lighting) & Investor Relationships, as the Interim Chief Financial Officer and Key Managerial Personnel of the Company with effect from March 16, 2026.

c. Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors had, at its Meeting held on May 15, 2026, approved the appointment of Ms. Ashween Anand as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from May 16, 2026.

d. In light of the appointment of Ms. Ashween Anand as the Chief Financial Officer and Key Managerial Personnel of the Company, as disclosed above, Mr. Suketu Shah had resigned from his position of the Interim Chief Financial Officer and Key Managerial Personnel of the Company, from the close of the business hours of May 15, 2026.

As on March 31, 2026 and as on the date of this Report, the following executives are designated as Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51) and 203 of the Act, read with the applicable rules made thereunder:

• Mr. Sanjay Sachdeva - Managing Director & Chief Executive Officer

• Mr. Prashant Dalvi - Chief Compliance Officer & Company Secretary

• Mr. Suketu Shah - Interim Chief Financial Officer.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, six meetings of the Board of Directors were held. The gap between any two consecutive meetings was within the limits prescribed under the Act and the SEBI Listing Regulations. The details of the meetings held during the year, along with the attendance of Directors, are provided in the Corporate Governance Report, which forms a part of this Report.

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board of Directors had constituted the following Committees to ensure focused governance and oversight in key areas:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders' Relationship Committee;

d) Risk Management Committee;

e) CSR & ESG Committee;

f) Finance Committee.

Each Committee functions in accordance with its respective terms of reference which are in line with the applicable provisions of the Act and SEBI Listing Regulations and are duly approved by the Board of Directors.

The composition of these Committees, the number of meetings held during the year, and attendance of members at such meetings are provided in detail in the Corporate Governance Report, which forms a part of this Report.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board carried out the annual performance evaluation of its own performance, that of its Committees, and of the individual Directors. This evaluation was conducted through a structured process of individual and collective feedback from the Directors.

The evaluation process covered various aspects including the effectiveness of the Board's functioning, its composition, the level of engagement, the quality of discussions, decision-making, and the performance of the Committees and individual Directors.

The manner in which the evaluation was carried out, along with the criteria used for assessment, is detailed in the Corporate Governance Report, which forms a part of this Report.

The Board of Directors expressed satisfaction with the overall evaluation process and the performance of the Board, its Committees, and individual Directors.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board of Directors has adopted a comprehensive Nomination and Remuneration Policy ("NRC Policy"), which serves as a guiding framework for the appointment and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management, and other employees of the Company.

The NRC Policy sets out the guiding principles, philosophy, and framework for determining the remuneration of Executive and Non-Executive Directors (including sitting fees and commission), Key Managerial Personnel (KMP), Senior Management, and other employees. It also covers provisions relating to Board diversity, the criteria for assessing the qualifications, positive attributes, and independence of Directors, as well as the framework for the appointment and performance evaluation of KMP and Senior Management.

This Policy is formulated and reviewed by the Nomination and Remuneration Committee and is considered by the Board of Directors while evaluating potential candidates for various leadership and key roles within the Company.

emerging risks, and enhancing its monitoring and reporting mechanisms to build organisational resilience.

A detailed discussion on key risks and opportunities, along with mitigation strategies, is provided in the Management Discussion and Analysis section, forming an integral part of this Report.

The Board is of the opinion that the Company's risk management framework is robust and adequate to address the risks associated with its business operations.

AUDIT COMMITTEE, AUDITORS AND AUDITOR'S REPORT

Audit Committee

The Audit Committee of the Board of Directors comprises of three Independent Directors, namely Mr. Shailesh Haribhakti, as the Chairman of the Committee, and Mr. Sudarshan Sampathkumar, and Mr. Vikram Hosangady, as its members. During the financial year, all recommendations made by the Audit Committee were accepted by the Board of Directors.

More details pertaining to the Audit Committee like its terms of reference, roles and responsibilities, as well as the number of meetings held and the attendance of the Members therein, are provided in detail in the Corporate Governance Report, which forms a part of this Report.

Auditors And Auditor's Report

I. Statutory Auditors

At the 83rd Annual General Meeting ("83rd AGM") of the Company held on August 12, 2022, the Members approved the re- appointment of Messrs S R B C & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 324982E/E300003), as the Statutory Auditors of the Company for a second term of five (5) consecutive years, commencing from the conclusion of the 83rd AGM until the conclusion of the 88th Annual General Meeting to be held in the year 2027.

The Statutory Auditors' Report on the financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

II. Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain the cost records in respect of its manufacturing activities, and such records are duly maintained.

For the financial year 2025-26, Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), carried out the audit of the cost records maintained by the Company for applicable businesses. The Company has received a certificate from Cost Auditors' confirming their eligibility under Section 141 read with Section 148(3) of the Act and Rule 6(5) of the Companies (Cost Records and Audit) Rules, 2014, for its appointment as Cost Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed Messrs R. Nanabhoy & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2026-27. The remuneration payable to the Cost Auditors is subject to ratification by the Members at the ensuing 87th AGM, as required under Section 148(3)

of the Act. Accordingly, a resolution seeking Members' ratification for the remuneration payable to the Cost Auditors is included in Item No. 4 of the Notice convening the AGM.

The details of the Cost Auditors and cost audit conducted by them for financial year 2024-25 are furnished below:

In accordance with 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 have been duly maintained.

III. Secretarial Auditors

At the 86th Annual General Meeting ("86th AGM") of the Company held on August 7, 2025, the Members approved the appointment of Messrs Makarand M. Joshi & Co., Practicing Company Secretaries, (Firm Registration No.P2009MH007000 and Peer review No.6832/2025), as the Secretarial Auditors of the Company to hold office for a period of 5 consecutive years commencing from the conclusion of the 86th Annual General Meeting till the conclusion of the 91st Annual General Meeting of the Company to be held for the financial year ended March 31, 2030.

The Secretarial Audit Report in Form MR-3 is attached as Annexure D and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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 the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended, an amount of H13,29,366.50, being unpaid and/or unclaimed dividend pertaining to the FY 2017-18, was transferred during the year to the Investor Education and Protection Fund ("IEPF").

Transfer of Shares to IEPF

In accordance with the provisions of Section 124 of the Act, read with the IEPF Rules, 4,963 equity shares of H2 each, in respect of which dividend remains unclaimed / unpaid by/to the shareholder/s for a period of seven consecutive years or more, pertaining to the FY 2017-18, were transferred by the Company to the IEPF during the year.

The details of such shares transferred is also available on the Company's website at: https://www.bajajelectricals.com/pages/ investors and is also uploaded on the website of IEPF.

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

The information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure E, which forms a part of this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes immense pride in the passion, capability, and unwavering commitment demonstrated by its people across every corner of the business. Our employees are not just contributors — they are the driving force behind our progress, shaping a workplace where purpose, performance, and collective ambition consistently move hand in hand. With this belief at the core, the Company has invested deeply in building a strong talent pipeline and nurturing future ready leadership through thoughtful and sustained succession planning initiatives that ensure continuity, stability, and long term organisational strength.

We continue to evolve our performance management and learning ecosystems, amplifying them with dynamic, future focused training programmes designed to unlock potential at every level of the organisation. These programmes increasingly incorporate digital learning tools, cross functional immersion opportunities, and experiential development formats, ensuring employees are equipped with the skills and mindset required to succeed in a rapidly changing business environment. Alongside capability building, we have strengthened our cultural pillars through vibrant, meaningful employee engagement initiatives that spark innovation, encourage collaboration, and empower individuals to lead with confidence, agility, and curiosity. Open and transparent communication was reinforced via leadership town halls, all hands meetings, and direct engagement by senior leadership with new comers in the Company.

Further, the year witnessed several advanced welfare oriented and people centric initiatives aimed at enhancing the overall employee experience. Comprehensive wellbeing and insurance benefits were expanded with improved medical coverage, preventive healthcare initiatives, and employer sponsored OPD and health check up programmes, alongside proactive health and safety measures. The Company also fostered social connection, inclusion, belonging, and work life balance through wellness activities, cultural celebrations, family engagement events, and sports initiatives, while supporting financial wellbeing through structured education programmes on long term savings and pension planning.

Collectively, these initiatives, highlighted across various Capitals in the Annual Report and detailed further in the Management Discussion and Analysis, reflect our aspiration to create a workplace that grows stronger, more agile, more inspired, and more people centric each year.

Employee and industrial relations across the organisation have remained cordial throughout the year.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other 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, is attached as Annexure F, which forms a part of this Report.

Further, in accordance with the provisions of Sections 197(12) and 136(1) of the Act, read with the said Rules, the statement containing the names and other particulars of employees drawing remuneration in excess of the limits prescribed under the aforesaid Rules is available for inspection by the members during business hours at the Registered Office of the Company. Any member interested in obtaining a copy thereof may write to the Chief Compliance Officer & Company Secretary at: legal@ baiaielectricals.com.

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

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

The Company's Environment, Health and Safety Policy and Human Rights Policy is available on the Company's website at: https://www.bajajelectricals.com/pages/investors.

PROTECTION OF WOMEN AT THE WORKPLACE

The Company upholds a zero-tolerance policy toward sexual harassment at the workplace and remains committed to providing a safe, respectful, and inclusive working environment for all employees.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), and the Rules framed thereunder, the Company has formulated and implemented a Policy on the prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace.

This Policy applies to all women employees, whether permanent, temporary, or contractual. It has been made accessible to all employees via the Company's internal portal and has been widely disseminated to ensure awareness across the organisation.

In accordance with the requirements of the POSH Act, an Internal Complaints Committee (ICC) has been duly constituted to address and resolve such complaints.

The status of complaints under Section 22 of the POSH Act, as on March 31, 2026, is as follows:

COMPLIANCE WITH MATERNITY BENEFIT

The Company has in place a Maternity Benefit Policy in line with the requirements of the Maternity Benefit Act, 1961, and the provisions of Chapter VI of the Code on Social Security,

2020 (upon its official enforcement) (collectively, the "Maternity

Benefit Provisions"). During the year under review, the Company

complied with the applicable Maternity Benefit Provisions.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

a. in the preparation of the Annual Accounts for the year ended March 31, 2026, 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/loss 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. None of the Chairman, the Managing Director & Chief Executive Officer, or the Executive Director 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. 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 A

b. Annual Report on CSR Activities - Annexure B;

c. Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures - Annexure C;

d. Secretarial Audit Report - Annexure D;

e. Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo - Annexure E; and

f. Disclosures under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure F.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors place on record their profound appreciation for the unwavering commitment, diligence, and dedicated efforts of employees across all levels of the organisation, whose contributions have been instrumental in the Company's continued progress and success.

The Board also conveys its sincere gratitude for the steadfast support, trust, and cooperation extended by the Company's suppliers, distributors, business partners, and all other stakeholders associated with it as valued trading partners. The Company regards them as integral partners in its growth journey and acknowledges their significant role in sharing and contributing to the rewards of its sustained growth.The Company remains committed to fostering and strengthening enduring relationships with its trade partners, built on the principles of mutual benefit, respect, trust, and collaboration, while consistently safeguarding consumer interests.

The Directors further take this opportunity to express their heartfelt thanks to all Shareholders, Clients, Vendors, Bankers, Government and Regulatory Authorities, and Stock Exchanges for their continued confidence, encouragement, and invaluable support.