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:

The highlights of the Consolidated Financial Results are as under:

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:

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:

*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:

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:

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:

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