The Board of Directors is pleased to present the Company's 86th Annual Report and the Company's audited financial statements for the financial year ended March 31, 2025.
FINANCIAL RESULTS
The highlights of the Standalone Financial Results are as under:
Particulars
|
FY 2024-25
|
FY 2023-24
|
Revenue from Operations & Other Income
|
4,883.21
|
4,727.74
|
Profit before Finance Cost and Depreciation
|
383.59
|
346.16
|
Less: Finance Cost
|
69.85
|
63.48
|
Less: Depreciation
|
144.07
|
109.58
|
Profit/(Loss) before Taxes
|
169.68
|
173.10
|
Less: Provision for Tax expenses
|
36.25
|
37.22
|
Profit/(Loss) after Tax from continuing operations
|
133.42
|
135.88
|
Profit/(Loss) after Tax from discontinued operations
|
-
|
(4.09)
|
Profit/(Loss) after Tax from continuing and discontinued operations
|
133.42
|
131.79
|
Add: Other Comprehensive Income/(Loss) from continuing operations
|
1.57
|
(0.62)
|
Add: Other Comprehensive Income/(Loss) from discontinued operations
|
-
|
0.71
|
Total Comprehensive Income
|
135.00
|
131.88
|
Opening Balance in Retained Earnings
|
278.95
|
760.99
|
Add: Total Comprehensive Income transferred to Retained Earnings
|
135.00
|
131.95
|
Add: Transferred to retained earnings for vested cancelled options
|
4.13
|
0.55
|
Amount transferred to General Reserves
|
-
|
-
|
Dividend Paid
|
(34.57)
|
(46.04)
|
Derecognized pursuant to the Scheme of Demerger
|
-
|
(568.50)
|
Balance available for appropriation
|
383.51
|
278.95
|
Basic EPS before exceptional items (H)
|
9.64
|
11.45
|
Diluted EPS before exceptional items (H)
|
9.63
|
11.43
|
Basic EPS after exceptional items (H)
|
11.57
|
11.45
|
Diluted EPS after exceptional items (H)
|
11.56
|
11.43
|
The highlights of the Consolidated Financial Results are as under:
Particulars
|
FY 2024-25
|
FY 2023-24
|
Revenue from Operations & Other Income
|
4,883.21
|
4,727.74
|
Profit/(Loss) before Taxes
|
169.68
|
173.10
|
Share of Profit/(Loss) of subsidiaries, associates & joint ventures
|
-
|
-
|
Profit/(Loss) before Taxes
|
169.68
|
173.10
|
Less: Provision for Tax expenses
|
36.25
|
37.22
|
Profit/(Loss) for the period from continuing operations
|
133.42
|
135.88
|
Profit/(Loss) for the period from discontinued operations
|
-
|
(4.80)
|
Profit/(Loss) for the period from continuing and discontinued operations
|
133.42
|
131.08
|
Basic EPS before exceptional items (H)
|
9.64
|
11.45
|
Diluted EPS before exceptional items (H)
|
9.63
|
11.43
|
Basic EPS after exceptional items (H)
|
11.57
|
11.45
|
Diluted EPS after exceptional items (H)
|
11.56
|
11.43
|
Return on Equity, Return on Capital Employed and EPS for the financial year ended March 31, 2025, on a consolidated basis and for the last four financial years, are given below:
Particulars
|
FY 2024-25
|
FY 2023-24
|
FY 2022-23
|
FY 2021-22
|
FY 2020-21
|
Return on Equity (%)
|
8.43
|
7.83
|
11.97
|
7.58
|
12.91
|
Return on Capital Employed (%)
|
13.78
|
13.94
|
19.24
|
13.12
|
13.64
|
Basic EPS (after exceptional items) (H)
|
11.57
|
11.39
|
18.80
|
10.85
|
16.54
|
The financial results of the Company are elaborated in the Management Discussion and Analysis Report, which forms part of the Annual Report.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the financial year 2024-25:
• Revenue from operations on a standalone basis increased to H 4,828.43 crore as against H 4,641.27 crore in the previous year, reflecting a growth of 4.03%.
• Revenue from the Consumer Product Segment increased by 5.60% to H 3,805.89 crore.
• Revenue from Lighting Segment decreased by 1.43% to H 1,022.54 crore.
• Exports for the year amounted to H 86.26 crore.
• Employee cost as a percentage to revenue from operations [increased to 7.87% (H 379.99 crore) as against 7.86% (H 364.93 crore) in the previous year.
• Other expense as a percentage to revenue from operations increased to 16.71% (H 806.86 crore) as against 15.72% (H 729.60 crore) in the previous year.
• The Profit After Tax for the current year stood at H 133.42 crore as against H 131.79 crore in the previous year, marking growth of 1.24%.
• On a consolidated basis, the Group achieved revenue of H 4,828.43 crore as against H 4,641.27 crore, indicating a growth of 4.03%. The Group's net profit for the year stood at H 133.42 crore as against H 131.08 crore in the previous year, a growth of 1.79%.
As at March 31, 2025, 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 H 772.71 crore. Net capital expenditure during the year amounted to H 5.04 crore (H 130.65 crore in the previous year).
The Company's cash and cash equivalents as at March 31, 2025 stood at H 119.79 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 2024-25.
DIVIDEND & DIVIDEND DISTRIBUTION POLICY
The Directors are pleased to recommend a dividend of 150% (H 3 per share) on 11,53,42,253 equity shares of H 2 each for the financial year 2024-25. The total dividend outgo amounts to H 34.60 crore (previous year: H 34.56 crore).
The dividend on equity shares, subject to the approval of the Members at the Annual General Meeting ("AGM") scheduled to be held on August 7, 2025, will be paid on or before August 11, 2025 to those Members whose names appear in the Register of Members as at the close of business hours on July 18, 2025. In respect of 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 date.
Equity shares that may be allotted upon the exercise of stock options granted under the Company's Stock Option Scheme(s) before the book closure date for payment of dividend 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 Distribution Policy, containing the disclosures as required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations"), is attached as Annexure A and forms part of this Report. The policy is also available on the Company's website at: https://www.bajajelectricals.com/pages/investors.
SHARE CAPITAL
The paid-up equity share capital of the Company as on March 31, 2025, stood at H 23.07 crore. The increase in the number of shares during the year was on account of the allotment of 1,46,175 equity shares of H 2 each to employees upon the exercise of stock options. These shares were considered, on a weighted average basis, for the computation of Earnings Per Share (EPS).
The Company has not issued any shares with differential voting rights. 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 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 the National Stock Exchange of India Limited (collectively, the "Stock Exchanges"). The listing fees for the financial year 2025-26 have been duly paid to the Stock Exchanges.
DEPOSITORY SYSTEM
The Company's shares are compulsorily tradable in electronic form. As on March 31, 2025, 99.75% of the Company's total paid- up capital, representing 11,50,49,703 equity shares, were held in dematerialised form.
In terms of amended Regulation 40 of the SEBI Listing Regulations w.e.f. 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. Further, with effect from January 24, 2022, SEBI has made it mandatory for listed companies to issue securities in dematerialised mode only while processing any investor service request viz. issue of duplicate securities certificates, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition. Further, SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, clarified that the RTA/ listed company shall verify and process the service requests and thereafter issue a 'Letter of Confirmation' in lieu of physical securities certificate(s), to the securities holder/ claimant within 30 days of its receipt of such request after removing objections, if any. The 'Letter of Confirmation' shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/ claimant shall make a request to the Depository Participant for dematerializing the said securities. In view of this, and to avail the benefits offered by the Depository system as well as to safeguard against fraud, Members holding shares in physical form are encouraged to dematerialise their holdings through either of the Depositories, namely, National Securities Depository Limited or Central Depository Services (India) Limited.
DEPOSITS
During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to such deposits.
CREDIT RATING
The Company's credit rating profile is summarised below:
Instrument*
|
Rating Agency
|
Rating
|
Bank Loan Facilities
|
CRISIL Ratings
|
CRISIL AA-/
|
(long-term)
|
Limited
|
Stable
|
Bank Loan Facilities
|
CRISIL Ratings
|
CRISIL A1
|
(short-term)
|
Limited
|
|
*During the year under review, the Company voluntarily withdrew the CRISIL rating assigned to its Short-Term Debt programme, as there was no amount outstanding.
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, which is available on the Company's website at: https://www.bajajelectricals.com/pages/investors.
The 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. No material related party transactions—i.e., transactions exceeding H 1,000 crore or 10% of the annual consolidated turnover, whichever is lower, as per the last audited financial statements—were entered into during the 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 did not have any holding or subsidiary companies as at the end of the year under review.
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:
Name of the person/entity Shareholding (%)
Jamnalal Sons Private Limited 19.55
Bajaj Holdings and Investment Limited 16.59
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 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 loans given, investments made, guarantees given, and securities provided by the Company 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 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, 2025, and the date of this Board's Report, i.e., May 12, 2025.
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 (31 of 2016) during the 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 year under review, 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 as required under the Act to implement various CSR activities. The CSR & ESG Committee is comprised of Mrs. Pooja 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 Committee.
The CSR policy is available on the Company's website at: https:// www.bajajelectricals.com/pages/investors.
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 C, which forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Pursuant to amendments 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 FY 2022-23.
Accordingly, a detailed BRSR in the format prescribed by SEBI, outlining various initiatives, actions, and processes undertaken by the Company to align its business with environmental, social, and governance obligations, 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 this 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 an integral 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, 2025, can be accessed at: https://www.bajajelectricals.com/pages/investors.
VIGIL MECHANISM
The Company has 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. The Whistle Blower Policy is available on the Company's website at: https://www.bajajelectricals.com/ pages/investors.
EMPLOYEES STOCK OPTION SCHEME
The Company had implemented the Employees Stock Option Scheme 2015 ("ESOP-2015") 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, as well as to attract and retain talent.
During the year 2023-24, the Company adopted the new 'Bajaj Electricals Limited - Performance Stock Option Plan- 2023' ("PSOP-
2023") 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 SBEBSE Regulations. The PSOP-2023 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.
During the financial year under review, under the ESOP-2015, 42,500 stock options were granted to eligible employees at the market price prevailing on the National Stock Exchange of India Limited on the date of their grant, and under the PSOP- 2023, 1,55,681 options were granted to eligible employees at the face value.
There were no changes to the Company's ESOP-2015 and/or PSOP-2023 during the year under review.
In line with Regulation 14 of the SEBI SBEBSE Regulations, a statement providing complete details as of March 31, 2025, 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 ESOP-2015 and PSOP-2023 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., August 7, 2025.
Details of options vested, exercised, and cancelled are provided in the notes to the standalone financial statements.
EMPLOYEE WELFARE TRUSTS
The Company has certain 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. The Board of the Company had relinquished control over these Trusts in the past.
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.
While neither of the Boards exercise unilateral control over the Employee Welfare Trusts, joint control has been established for accounting purposes. Accordingly, the Employee Welfare Trusts have been consolidated as a joint venture in the consolidated financial statements.
SUBSIDIARY, JOINT VENTURE, AND ASSOCIATE
As on March 31, 2025, the Company has one (1) associate company, viz. Hind Lamps Private Limited ("Hind Lamps") and five (5) 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, which have been recognised as Joint Ventures for the purpose of consolidation in the Company's consolidated financial statements.
Details of Subsidiary/Associate Companies/Joint Ventures of the Company:
Name
|
% or Shareholding or the Company as on March 31, 2025
|
Status
|
Hind Lamps Private Limited (erstwhile Hind Lamps Limited)
|
19.00%
|
Associate
|
Bajaj Electricals Limited Employees' Welfare Fund No 1
|
67.07%
|
Joint Venture
|
Bajaj Electricals Limited Employees' Welfare Fund No 2
|
67.07%
|
Joint Venture
|
Bajaj Electricals Limited Employees' Welfare Fund No 3
|
67.07%
|
Joint Venture
|
Bajaj Electricals Limited Employees' Welfare Fund No 4
|
67.07%
|
Joint Venture
|
Bajaj Electricals Limited Employees' Housing Welfare Fund
|
67.07%
|
Joint Venture
|
Performance of Subsidiary, Joint Venture, and Associate
Hind Lamps: Total income of Hind Lamps for the financial year 2024-25 stood at H 4.19 crore (Previous Year: H 3.93 crore). Profit for the year was H 0.03 crore (Previous Year Profit: H 0.05 crore).
Bajaj Electricals Limited Employees' Welfare Fund No 1: Total income of Bajaj Electricals Limited Employees' Welfare Fund No 1 for the financial year 2024-25 stood at H 3.74 crore (Previous Year: H 1.69 crore). Loss for the year was H 4.66 crore (Previous Year Profit: H 0.76 crore).
Bajaj Electricals Limited Employees' Welfare Fund No 2: Total income of Bajaj Electricals Limited Employees' Welfare Fund No
2 for the financial year 2024-25 stood at H 6.76 crore (Previous Year: H 1.82 crore). Loss for the year was H 2.05 crore (Previous Year Profit: H 1.43 crore).
Bajaj Electricals Limited Employees' Welfare Fund No 3: Total income of Bajaj Electricals Limited Employees' Welfare Fund No
3 for the financial year 2024-25 stood at H 5.07 crore (Previous Year: H 3.67 crore). Loss for the year was H 3.27 crore (Previous Year Profit: H 2.57 crore).
Bajaj Electricals Limited Employees' Welfare Fund No 4: Total income of Bajaj Electricals Limited Employees' Welfare Fund No 4 for the financial year 2024-25 stood at H 4.21 crore (Previous Year: H 4.11 crore). Profit for the year was H 1.55 crore (Previous Year Loss: H 0.11 crore).
Bajaj Electricals Limited Employees' Housing Welfare Fund:
Total income of Bajaj Electricals Limited Employees' Housing Welfare Fund for the financial year 2024-25 stood at H 0.15 crore (Previous Year: H 0.16 crore). Loss for the year was H 0.27 crore (Previous Year Loss: 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 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 D, 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.bajajelectricals.com/pages/ investors. Further, as per the 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/pages/investors. Any member interested in obtaining a copy of the aforesaid documents may write to the 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.
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.
FINANCIAL STATEMENTS
The Financial Statements of the Company for the financial year ended March 31, 2025, prepared in accordance with the applicable provisions of the Act and in compliance with Schedule III thereto, form an integral part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors also presents the audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, which include the audited financial statements of the associate company and joint ventures prepared in compliance with the applicable provisions of the Act, the Indian Accounting Standards (Ind AS), and the SEBI Listing Regulations. These statements form an integral part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments/Re-appointments and Director Retiring by Rotation
• Completion of Tenure of Independent Directors
The second consecutive five-year terms of Mr. Harsh Vardhan Goenka (DIN: 00026726), Dr. Rajendra Prasad Singh (DIN: 00004812), and Dr. Indu Shahani (DIN: 00112289), Independent Directors, concluded at the close of business
hours on March 31, 2024. Accordingly, they ceased to be Directors of the Company with effect from April 1, 2024. The Board of Directors places on record its deep appreciation for the invaluable contributions, guidance, and stewardship provided by Mr. Goenka, Dr. Singh, and Dr. Shahani during their respective tenures on the Board.
• Appointment of Mr. Saurabh Kumar as an Independent Director for a term of five (5) 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 (DIN: 06576793) as an Additional Director, designated as an Independent Director of the Company, effective from March 20, 2024, and the shareholders approved his appointment as an Independent Director of the Company for a period of five (5) consecutive years upto March 19, 2029, by way of resolution passed through postal ballot on June 6, 2024.
• Re-appointment of Mr. Shailesh Haribhakti as an Independent Director for a second term of five (5) 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 (DIN: 00007347) as an Independent Director of the Company for a second term of five (5) consecutive years starting from August 7, 2024, and the shareholders approved his appointment as an Independent Director of the Company for a period of five (5) consecutive years upto August 6, 2029, by way of resolution passed through postal ballot on June 6, 2024.
• Appointment of Mrs. Pooja Bajaj as an Executive Director for a term of five (5) 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, approved the appointment of Mrs. Pooja Bajaj (DIN 08254455) 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, and the shareholders approved her appointment as an Executive Director of the Company for a period of five (5) consecutive years upto May 13, 2029, at their 85th Annual General Meeting held on August 6, 2024. Further, in view of her appointment as a Whole-time Director of the Company, she resigned from her previous position as a Non-Executive Director of the Company effective from May 14, 2024.
• Resignation of Mr. Anuj Poddar as the Managing Director & Chief Executive Officer with effect from September 30, 2024
Mr. Anuj Poddar (DIN: 01908009), Managing Director & Chief Executive Officer of the Company, has tendered his resignation from his position to explore an external opportunity. The Board of Directors, at its meeting held on July 17, 2024, accepted the resignation of Mr. Anuj Poddar as the Managing Director & Chief Executive Officer, Key Managerial Personnel, and as a member of the Board of Directors of the Company and relieved him of his duties with effect from close of business hours on September 30, 2024.
• 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
The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders, 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 three (3) years, with effect from April 15, 2025.
• Sad demise of Mr. Madhur Bajaj
Mr. Madhur Bajaj, Non-Executive Director and Promoter of the Company, passed away on April 11, 2025. The Board places on record its deep condolences and appreciation for his valuable contribution to the Company.
• Appointment of Mr. Nirav Nayan Bajaj as the Additional Director in the category of Non-Executive Non¬ Independent Director, with effect from May 12, 2025
The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders, approved the appointment of Mr. Nirav Nayan Bajaj (DIN: 08472468) as an additional director in the category of non-executive non-independent director, liable to retire by rotation, with effect from May 12, 2025. The Board of Directors recommends the appointment of Mr. Nirav Nayan Bajaj for the approval of the Members at the ensuing 86th Annual General Meeting ("AGM"). The relevant details, including his profile, are provided separately in the Notice of AGM, and in the Report on Corporate Governance forming part of this Report.
• 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 would vacate his office as a Non-Executive, Non-Independent Director upon the conclusion of the forthcoming AGM. The Board placed on record its sincere appreciation and gratitude for his invaluable contributions to the Company during his tenure.
• 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. Rajiv Bajaj (DIN: 00018262) and Mrs. Pooja Bajaj (DIN: 08254455) are liable to retire by rotation at the forthcoming AGM.
Mr. Rajiv Bajaj would retire by rotation at the ensuing AGM and, since he had expressed his intention not to seek re-appointment, he shall cease to be a non-executive director on the Board of the Company with effect from the conclusion of the forthcoming AGM. The Board of Directors recommends a proposal to the shareholders to consider and decide not to fill the vacancy arising from his retirement
Mrs. Pooja Bajaj, being eligible, has offered herself for re¬ appointment. The Board of Directors recommends the re-appointment of Mrs. Pooja Bajaj for the approval of the Members at the ensuing AGM. The relevant details,
including her profile, are provided separately in the Notice of AGM, and in the Report on Corporate Governance forming part of this Report.
As on the date of this Report, the Board of Directors of the Company comprises ten (10) members, of which seven (7) are Non¬ Executive Directors (NEDs), including one (1) Woman Director. NEDs constitute 70% of the Board's strength. Among these, five (5) are Independent Directors, accounting for 50% 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.
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.bajajelectricals.com/pages/investors.
Key Managerial Personnel
During the year under review, there was a change in the Key Managerial Personnel of the Company.
a. The Board of Directors, at its meeting held on July 17, 2024, took note of the cessation of Mr. Anuj Poddar as the Managing Director & Chief Executive Officer and Key Managerial Personnel of the Company, with effect from the close of business hours on September 30, 2024; and
b. The Board of Directors, at its meeting held on August 6, 2024, designated Mr. Shekhar Bajaj, Executive Chairman, as the Key Managerial Personnel of the Company, with effect from the start of business hours on October 1, 2024.
As on March 31, 2025, 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. Shekhar Bajaj - Executive Chairman
• Mr. Prashant Dalvi - Chief Compliance Officer & Company Secretary
• Mr. E. C. Prasad - Chief Financial Officer
In view of the appointment of Mr. Sanjay Sachdeva as the Managing Director & Chief Executive Officer of the Company, the Board of Directors, at its meeting held on March 28, 2025, designated him as the Key Managerial Personnel of the Company in place of Mr. Shekhar Bajaj, Executive Chairman, with effect from April 15, 2025.
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 (Additional Director)
• Mr. Prashant Dalvi - Chief Compliance Officer & Company Secretary
• Mr. E. C. Prasad - Chief Financial Officer
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2024-25, eight (8) 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 an integral part of this Report.
COMMITTEES OF THE BOARD
As on March 31, 2025, 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 approved by the Board and in line with the applicable provisions of the Act and SEBI Listing Regulations.
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 an integral part of this Report.
BOARD EVALUATION
Pursuant to the 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 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 an integral 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 ("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 Policy outlines the guiding principles, philosophy, and structure for determining the remuneration of Executive and Non¬ Executive Directors (including sitting fees and commission), KMP, Senior Management, and other employees. It also encompasses provisions relating to Board diversity, the criteria for determining qualifications, positive attributes, and independence of Directors, as well as the framework for 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.
The Nomination and Remuneration Policy is annexed to this Report as Annexure E and is also available on the Company's website at: https://www.bajajelectricals.com/pages/investors.
RISK AND INTERNAL CONTROLS ADEQUACY
The Company has in place robust internal control systems that are commensurate with the nature, scale, and complexity of its business operations. These controls are designed to ensure orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The effectiveness of the internal control systems is periodically tested and certified by both Statutory Auditors and Internal Auditors, covering all offices, manufacturing facilities, and key business processes. Significant audit findings and recommendations, along with the status of their implementation, are reviewed by the Audit Committee of the Board. The Committee also monitors the overall internal control environment and assesses the adequacy of risk management frameworks and practices adopted by the Company.
Based on the report of the Statutory Auditors, the internal financial controls with reference to the standalone financial statements have been found to be adequate and operating effectively during the financial year under review.
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
During the year under review, there were no instances of fraud reported by the Statutory Auditors, Cost Auditor, or Secretarial Auditor under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, which were required to be disclosed to the Audit Committee or the Board of Directors of the Company.
RISK MANAGEMENT
The Company has adopted a comprehensive Risk Management Policy, formulated in accordance with the provisions of Regulation 21 of the SEBI Listing Regulations and applicable provisions of the Act. A structured mechanism is in place to inform the Board about risk identification, assessment, and minimisation procedures. The Company periodically reviews its Risk Management Framework to ensure that executive management controls risks through a robust and dynamic process aligned with the Company's strategic, operational, and compliance objectives. The Risk Management Committee of the Board periodically reviews and evaluates key risks and mitigation plans submitted by the management. This includes prioritising significant risks based on their likelihood and impact, and approving action plans to address them. A detailed discussion on the key strategic and operational risks faced by the Company, along with its risk response and mitigation strategies, is provided in the Management Discussion and Analysis section, which forms an integral part of this Report.
At present, and in the opinion of the Board of Directors, there are no identified risks which may threaten the existence of the Company.
AUDIT COMMITTEE
The Audit Committee of the Company comprises three Directors, namely Mr. Shailesh Haribhakti, as the Chairman of the Committee, and Mr. Sudarshan Sampathkumar, and Mr. Vikram Hosangady, as members. During the year under review, all recommendations made by the Audit Committee were accepted by the Board of Directors.
Details pertaining to the composition, terms of reference, roles and responsibilities of the Audit Committee, as well as the number of meetings held and the attendance of the Members therein, are provided in the Report on Corporate Governance, which forms an integral part of this Report.
AUDITORS AND AUDITOR'S REPORT
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, 2025, forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.
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 cost records in respect of its manufacturing activities, and such records are duly maintained.
For the financial year 2024-25, 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 the said firm 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 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 2025-26. The remuneration payable to the Cost Auditors is subject to ratification by the Members at the ensuing Annual General Meeting ("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. 6 of the Notice convening the AGM.
The details of the Cost Auditors and cost audit conducted by them for financial year 2023-24 are furnished below:
Name of Cost Auditor
|
Messrs R. Nanabhoy & Co., Cost Accountants
|
ICWA Membership No.
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7464
|
Firm Registration No.
|
000010
|
Address
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Jer Mansion, 70, August Kranti Marg, Mumbai 400036
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Due date of filing of Cost Audit Report
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September 30, 2024
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Actual date of filing
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September 3, 2024
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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.
Secretarial Auditors
The Board had appointed Messrs Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration No.P2009MH007000 and Peer review No.6290/2024) as the Secretarial Auditors to conduct the secretarial audit of the Company for the financial year ended March 31, 2025, 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 Circular No. SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated December 31, 2024 ("SEBI Circular") issued in this regard, the Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Messrs Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration No.P2009MH007000 and Peer review No.6290/2024) has been submitted to the Stock Exchanges within 60 days of the end of the financial year.
The Board of Directors of the Company at its meeting held on May 12, 2025, on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, has approved the appointment of Messrs Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration No.P2009MH007000 and Peer review No.6290/2024), as the Secretarial Auditors, for a period of 5 (five) years i.e. from the conclusion of the 86th AGM till the conclusion of 91st AGM of the Company.
The Company has received written consent from Messrs Makarand M. Joshi & Co. and a certificate that they satisfy the qualification criteria provided under SEBI Circular and that the appointment, if made, shall be in accordance with the applicable provisions of the Act, Rules framed thereunder, SEBI Listing Regulations, SEBI Circular and other applicable circulars, if any, in this regard. The firm has agreed to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under the Act. They have further confirmed that they are eligible for the proposed appointment as Secretarial Auditor of the Company and have not incurred any of the disqualifications as specified vide the said SEBI Circular.
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 H 16,08,353.60, being unpaid and/or unclaimed dividend pertaining to the financial year ended March 31, 2017, 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, 9,337 equity shares of H 2/- each, in respect of which dividend had not been claimed or paid by the shareholders for a period of seven consecutive years or more, were transferred by the Company to the IEPF during the year. The details of such shares transferred have been uploaded on the websites of both the IEPF and the Company.
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 annexed herewith as Annexure G and forms an integral part of this Report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence, and dedication demonstrated by its employees across all areas of its business. It considers its people to be its greatest asset and has therefore made concerted efforts towards talent management and succession planning. The Company continues to strengthen its performance management systems and learning frameworks,
supported by robust training initiatives, to consistently nurture inspiring, capable, and credible leadership. In addition to sustained investment in skill and leadership development, the Company has also placed emphasis on employee engagement initiatives and programmes aimed at fostering a culture of innovation and collaboration at all levels of the organisation. These efforts are detailed separately under the respective Capitals in this Annual Report, and elaborated in the Management Discussion and Analysis Report, which forms an integral part of this Report.
Employee relations across the organisation have remained cordial throughout the year.
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 are available on its website: https://www. bajajelectricals.com.
PROTECTION OF WOMEN AT THE WORKPLACE
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 any such complaints.
The status of complaints under Section 22 of the POSH Act, as on March 31, 2025, is as follows:
Particulars
|
Number
|
Number of complaints pending at the beginning of the financial year
|
Nil
|
Number of complaints filed during the financial year
|
Nil
|
Number of complaints pending at the end of the financial year
|
Nil
|
PARIICULARS 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, are provided in Annexure H, which forms 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 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, 2025, 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. 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. 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.
For and on behalf of the Board of Directors of Bajaj Electricals Limited
Shekhar Bajaj
Mumbai Chairman
May 12, 2025 DIN: 00089358
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