Bajaj Holdings & Investment Ltd Directors Report

Dear Shareholders,

Your directors present the seventy-ninth Annual Report along with the audited standalone and consolidated financial statements for FY2024.

Company Overview

Bajaj Holdings & Investment Ltd. (‘BHIL or ‘the Company) is registered with the Reserve Bank of India as a Non-Banking Financial Company - Investment and Credit Company (NBFC - ICC) vide RBI registration number N-13.01952 dated 29 October 2009. Further, as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, the Company is categorised as a Base-layer NBFC, considering it does not avail public funds and does not have any customer interface.

BHIL is essentially a holding and investment company and does not have any other operations of its own. BHIL earns revenue primarily by way of dividend income from investments held in group companies. More details about the Company and its investments are available in the Management Discussion and Analysis Report.

Financial Results

The financial results of the Company are elaborated in theManagement Discussion and Analysis Report. The highlights of the standalone financial results are as under:

		(H In Crore)
Particulars	FY2024	FY2023
Total income	3,175.69	1,937.01
Total expenses	154.87	158.16
Profit before tax	3,020.82	1,778.85
Tax expense	124.36	67.27
Profit for the year	2,896.46	1,711.58
Earnings per share (H)	260.3	153.8

Closing balances in reserve/other equity

Particulars	FY2024	FY2023
Reserve fund in terms of section 45-IC(1) of Reserve Bank of India Act, 1934	3,395.48	2,815.48
Securities premium	444.42	444.42
General reserve	3,706.96	3,706.96
Retained earnings	4,983.48	3,723.84
Other reserves - Equity instruments through other comprehensive income	6,214.40	4,899.63
Other reserves - Debt and Hedge instruments through other comprehensive income	(21.07)	(36.35)
Total	18,723.67	15,553.98

Note: Detailed movement of above reserves can be seen in Statement of Changes in Equity

The highlights of the consolidated financial results are as under:

Particulars	FY2024	FY2023
Total income	1,713.46	527.35
Share of profits of associates	5,955.30	4,667.01
Profit before tax	7,492.51	5,011.51
Profit for the year	7,267.21	4,850.52
Earnings per share (H)	653.0	435.8

Transfer to Reserve Fund

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend. Accordingly, the Company has till date transferred a sum of H 3,395.48 crore to its reserve fund.

Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in Management Discussion and Analysis Report.

Dividend Distribution Policy

Pursuant to the provisions of SEBI Listing Regulations, the Company had formulated a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/ or retaining profits earned. The Dividend Distribution Policy of the Company endeavour to maintain a minimum dividend pay-out of 50% of distributable profits on standalone basis each year. The said Policy is available on the website of the Company at https://www.bhil.in/pdf/ Dividend%20Distribution%20Policy.pdf As a part of the review process, the Dividend Distribution Policy was reviewed at the meeting of the Board held on 15 September 2023 and there were no changes to principles, criteria or parameters set out in the Dividend Distribution Policy, basis which dividend is recommended or declared.

Dividend

Final Dividend

The Board of Directors after taking into account various aspects, recommend for consideration of the members at the ensuing Annual General Meeting (AGM), payment offinal dividend of H 21 per equity share (210%) of face value of H 10 for the financial year ended 31 March 2024.

Interim Dividend

The Board of Directors, at its meeting held on 15 September 2023, after taking into account its financial position as on that date, declared an interim dividend of H 110 per equity share (1100%) of face value of H 10 for the year ended 31 March 2024. The record date fixed for the purpose of declaration of divided was 29 September 2023.

The total dividend pay-out on account of interim dividend was H 1,224.23 crore.

The total dividend pay-out (including interim dividend) for FY2024 would be H 1,457.95 crore.

The dividend declared/recommended is in accordance with the principles and criteria set out in the Dividend Distribution Policy.

The final dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer to Notice of AGM.

Subsidiaries, Associates and Joint Ventures

Following are the subsidiaries/associates of the Company:

Name of the company	% shareholding of BHIL and its subsidiaries	Relationship
Bajaj Auto Ltd.	36.68%	Associate
Bajaj Finserv Ltd.	41.56%	Associate
Bajaj Auto Holdings Ltd.	100%	Subsidiary
Maharashtra Scooters Ltd.	51%	Subsidiary

The financial highlights of performance of the subsidiaries and associates of the Company and their contribution to the overall performance of the Company during FY2024 is covered in the Management Discussion and Analysis Report.

During FY2024, no new subsidiary was incorporated/acquired. Neither the Company has entered into a joint venture with any company.

The Company does not have any material subsidiary as defined under the SEBI Listing Regulations.

The financial statements of the subsidiary companies are also available in a downloadable format under

Investors section of the Companys website and can be accessed at https://www.bhil.in/investors.html#url-annual-reports A separate statement containing the salient features of the subsidiaries in the prescribed form AOC-1 is attached to the consolidated financial statements.

Directors and Key Managerial Personnel (KMP)

A. Change in Directorate during FY2024 i. Appointment

Abhinav Bindra (DIN: 00929250)

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board at its meeting held on 30 January 2024, has appointed Abhinav Bindra, as an Independent Director, for a period of five years effective from 1 February 2024.

The Board is of the opinion that Abhinav Bindra is a person of integrity and possesses requisite skills, experience and knowledge relevant to the Companys business and it would be beneficial to have his association with the Company as an Independent Director of the Company.

Smita Mankad (DIN: 02009838)

Based on the recommendation of the NRC, the Board at its meeting held on 21 March 2024, has appointed

Smita Mankad, as an Independent Director, for a period of five years effective from 1 April 2024.

The Board is of the opinion that Smita Mankad is a person of integrity and possesses requisite skills, experience and knowledge relevant to the Companys business and it would be beneficial to have her association with the Company as an Independent Director of the Company.

Pursuant to the MCA Circular No. 09/2023 issued on 25 September 2023 read along with other connected circulars issued from time to time in this regard, the Company has emailed the notice of Postal Ballot along with the explanatory statement on 28 March 2024, seeking approval of the shareholders by way of special resolutions for appointment of Abhinav Bindra and Smita Mankad as Independent Directors of the Company.

The approval of shareholders are expected on 27 April 2024 and the voting results will be intimated to the Stock Exchanges.

ii. Sad demise of Independent Director:

D J Balaji Rao (DIN: 00025254)

Your directors express their profound grief on the sudden demise of D J Balaji Rao. He was a Non-executive, independent director on the Board of the Company since 2014. He was the Chairman of Nomination and Remuneration Committee. He passed away on 28 November 2023 and consequently ceased to be a director of the Company. The Board places on record its sincere appreciation for the invaluable guidance, services and mentorship provided by him in his tenure as an independent director of the Company.

iii. Cessation

Anami N Roy (DIN: 01361110)

Anami N Roy was appointed as an Independent Director of the Company in the AGM held on 26 July 2019, for a term of five consecutive years commencing from 1 April 2019 till 31 March 2024. He has expressed his desire to not seek re-appointment for second term as an Independent Director of the Company, upon completion of his first term from the close of business hours on 31 March 2024.

Consequent upon completion of his term effective from the aforementioned date, he has ceased to be an

Independent Director of the Company.

B. Directors liable to retire by rotation

Madhur Bajaj (DIN: 00014593) and Manish Kejriwal (DIN: 00040055) retires by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

Brief details of Madhur Bajaj and Manish Kejriwal, who are seeking re-appointment, are given in the Notice of AGM.

C. Change in KMP

There was no change in KMPs of the Company during FY2024.

Declaration by Independent Directors

The independent directors have submitted declaration of independence, as required under section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations, as amended.

The independent directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors, regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same, as required under Regulation 25 of the SEBI Listing Regulations.

Policy on Directors Appointment and Remuneration

The Board, on the recommendation of the NRC, has framed a Remuneration Policy. The policy, inter-alia, provides: a) the criteria for determining qualifications, positive attributes and independence of directors; and b) a policy on remuneration of directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The remuneration policy is placed on the Companys website and can be accessed at https://www.bhil.in/pdf/Remuneration%20Policy%20.pdf

As per the requirements of RBI Master Directions and SEBI Listing Regulations, details of all pecuniary relationship or transactions of the non-executive directors vis-?-vis the Company are disclosed in the Corporate Governance Report.

Compliance with Code of Conduct

All Board members and Senior Management Personnel have affirmed their compliance with the Companys Code of Conduct for FY2024.

A declaration to this effect signed by the Managing Director & CEO is included in this Report.

Annual Return

A copy of the annual return as required under section 92(3) of the Act in the prescribed form which will be filed with the Registrar of Companies / Ministry of Corporate Affairs within the regulatory timelines is hosted on the

Companys website and can be accessed at https://www.bhil.in/investors.html#url-annual-reports

Number of meetings of the Board

Six (6) meetings of the Board were held during FY2024. Details of the meetings and attendance thereat form a part of the Corporate Governance Report.

Directors responsibility statement

In accordance with the provision of section 134(3)(c) of the Act and based on the information provided by the Management, the directors state that: • in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

• they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of FY2024 and of the profit of the Company for that period; • they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and wereoperatingeffectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee

The composition of the Committee as approved by the Board is, Pradip Shah (DIN: 00066242) as Chairman, Dr. Naushad Forbes (DIN: 00630825), Dr. Arindam Bhattacharya (DIN: 01570746) and Dr. Vidya Yeravdekar (DIN: 02183179) as members.

The composition of Audit Committee is over and above the minimum requirement prescribed under the Act, SEBI Listing Regulations and RBI Regulations, of having a minimum of two-thirds of independent directors, including the Chairman. All members of the committee are independent directors possessing financial literacy and expertise in accounting or related financial management related matters.

During FY2024, all recommendations of the Audit Committee were accepted by the Board.

The brief terms of reference and attendance record of members are given in the Corporate Governance Report.

Particulars of Loans, Guarantees or Investments

The Company, being an NBFC registered with the RBI and engaged in the business of investments as its ordinary course of business, is exempt from complying with the provisions of section 186 of the Act with respect to investments. Accordingly, the disclosures of the investments as required under the aforesaid section have not been made in this Report. During the year under review, the Company did not give loans or guarantee to any person including its Directors.

Share Capital

As on 31 March 2024, the paid-up share capital of the Company stood H 111.29 crore consisting of 111,293,510 shares of H 10 each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor had it granted any stock options during FY2024.

Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023

RBI vide its circular dated 19 October 2023, has introduced Reserve Bank of India (Non-Banking Financial Company– Scale Based Regulation) Directions, 2023 (the ‘Master Directions) which now supersedes the existing NBFC-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.

As per the Master Directions, regulatory structure for NBFCs shall comprise of four layers based on their size, activity, and perceived riskiness. NBFCs in the lowest layer shall be known as NBFC - Base Layer (NBFC-BL). NBFCs in middle layer and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper Layer (NBFC-UL), respectively. RBI may, based on the size of an NBFC, classify some of them as NBFC- Top Layer.

In accordance with the Master Directions, NBFCs not availing public funds and not having any customer interface are classified as a Base Layer of the regulatory structure. Considering the nature of business, the

Company is categorized under the Base Layer.

Related party transactions

All contracts/arrangements/transactions entered by the Company during FY2024 with the related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee was obtained for all related party transactions which were foreseen and repetitive in nature as well as for transactions which were not foreseen and details of which were not available, upto the limits as specified in the SEBI Listing Regulations. Pursuant to the said omnibus approval, details of related party transactions entered into were also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY2024 were on arms length basis and in the ordinary course of business of the Company as per the Act and not material under the SEBI Listing Regulations or extant RBI guidelines. None of the transactions required members prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY2024 are provided in the notes to the financial statements.

Considering that the Company did not enter into any material related party transactions or any transactions which were not at arms length basis during FY2024, disclosures as per the Act was not required. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Policy on Materiality of and Dealing with Related Party Transactions is placed on the Companys website at https://www.bhil.in/pdf/Policy%20on%20Materiality%20of%20&%20Dealing%20with%20Related%20Party%20 Transactions.pdf and also forms a part to the Corporate Governance Report.

Succession Planning

The Company has in place a succession planning framework to address anticipated, as well as unscheduled changes in leadership. The plan is revisited, re-evaluated, and updated every year. The key attribute of the plan involves:

• Organisational level Long Range Strategy wherein talent required to fulfil the Companys strategy and annual operating plan is discussed and planned.</p>

• Performance appraisal system which helps identifying people demonstrating leadership behaviours in line with our cultural anchors.

• Talent Management framework is a bi-annual exercise under which a Talent Card is made for every Senior Management team member.

• Job Rotation Policy with the intent of providing movement and enhancements to senior leaders in the organisation.

Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Conservation of energy

The operations of the Company are not energy intensive. However, the Company has taken, inter alia, following measures to reduce energy consumption:

• Switched from conventional lighting systems to LED lights at Mumbai location; and

• Selecting and designing offices to facilitate maximum natural light utilization.

Technology absorption

The Company, primarily being an investment company and not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

Foreign exchange earnings and outgo

No foreign exchange was earned by the Company during the year under review as well as during the previous year.

The total foreign exchange outflow during the year under review wasH 52.82 crore (as against H 45.61 crore during the previous year).

Corporate Social Responsibility (CSR)

As on 31 March 2024, the CSR committee comprise of four directors viz., Dr. Naushad Forbes (DIN: 00630825) as Chairman, Anami N Roy (DIN: 01361110), Sanjiv Bajaj (DIN: 00014615) and Rajiv Bajaj (DIN: 00018262) as members.

Consequent upon completion of Anami N Roys term, he ceased to be a member of the CSR committee with effect from close of business hours on 31 March 2024.

Detailed information on CSR Policy, its salient features, CSR initiatives undertaken during the year, details pertaining to spent and excess spent amount forms part of ‘Annual Report on CSR activities.

The CSR policy has been hosted on the website of the Company and can be accessed at https://www.bhil.in/pdf/CSR-Policy.pdf

Bajaj Beyond is the Bajaj Groups new identity for all its corporate social responsibility and charitable programmes with focus on youth skilling. The initiatives will benefit the youth and enable them to take advantage of employment and entrepreneurial opportunities offered by Indias growing economy in the years to come.

Pursuant to Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014, Annual report on CSR activities is annexed to this report.

The Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY2024.

Formal annual evaluation of the performance of the Board, its Committees and Directors

Pursuant to section 178 of the Act, the NRC and the Board has decided that the evaluation shall be carried out by the Board only and the NRC will only review its implementation and compliance.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated, on the basis of performance and fulfillment of criteria of independence and their independence from management.

On the basis of the report of the performance evaluation, it shall be determined whether to extend or continue the term of appointment of Independent Director.

Further, the NRC and the Board at their meeting held on 30 January 2024, while reviewing the criteria for evaluation, had approved providing for an additional option to the directors for making qualitative assessment on the expectations from other Directors on the Board and Committee processes. The additional option proposed to be provided to the directors were purely voluntary on the part of directors.

Accordingly, the Board has carried out an annual performance evaluation of its own performance, that of its Committees, Chairman and individual Directors.

The manner in which formal annual evaluation of performance was carried out by the Board for the period from 1 January 2023 to 31 December 2023 is given below:

• The NRC at its meeting held on 30 January 2024, reviewed the criteria for evaluation of the Board, its Committees, Chairman and individual directors, which is available on the website of the Company at https://www.bhil.in/pdf/Board%20Evaluation%20Criteria.pdf

• Based on the said criteria, a questionnaire-cum-rating sheet was deployed using an IT platform for seeking feedback of the directors with regards to the performance of the Board, its Committees, the Chairman and individual directors. As advised by the NRC and Board, an option for qualitative feedback was introduced. Further, the management was advised to benchmark the processes and criteria with best practices in vogue.

• From the individual ratings received from the directors, a report on summary of ratings in respect of performance evaluation of the Board, its Committees, Chairman and individual directors for the period from

1 January 2023 to 31 December 2023 and a consolidated report thereof, were arrived at.

• The report of performance evaluation so arrived at was then discussed and noted by the Board at its meeting held on 21 March 2024.

• The NRC reviewed the implementation and compliance of the performance evaluation at its meeting held on 21 March 2024.

• During FY2024, the criteria and process followed by the Company was reviewed by the NRC and the Board, which opined to be in compliant with the applicable provisions and found to be satisfactory.

Other than the Chairman of the Board and NRC, no other director had access to the individual ratings given by the directors.

Significant and Material Orders passed by the Regulators or Courts

During FY2024, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Internal audit

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and effectiveness of the internal controls, risk management and governance related systems and processes. In line with the RBIs guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal Audit Policy, which is subject to review on an annual basis.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The Audit Committee quarterly reviews the internal audit reports and the adequacy and effectiveness of internal controls. Significant audit observations, corrective and preventive actions thereon are presented to the

Audit Committee on a quarterly basis.

The Committee also has an independent meeting with the internal auditor without the presence of Management.

As per RBI guidelines, quality assurance and improvement program (‘QAIP) is required to be carried out at least once a year covering all aspects of internal audit function. Accordingly, QAIP was carried out by an external agency for FY2024 to assess functioning of the internal audit function, adherence to the internal audit policy, objectives and expected outcomes. Similarly, QAIP for FY2025 will be carried out by an external auditing partner.

Internal Financial Controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively.

Risk Management

Managing risk is fundamental to any business in general and in particular to financial services industry.

Considering the nature of business of BHIL, i.e., investments in securities for a long-term horizon, the risk perceived is low as far as the standalone business of BHIL is concerned. However, risks arising out of businesses of the group companies are the key risks of the Company. BHIL has a risk management framework in place which provides an integrated approach for identifying, monitoring and mitigating risks associated with its business and that of its group companies.

Key risks exposure of BHIL includes market risk, credit risk, governance risk, reputation risk and compliance risk. The Risk Management Committee of the Board, assists the Board in monitoring various risks, review and analysis of risk exposures and mitigation plans related to the Company and its group companies.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy, approach and mitigation plans, liquidity risk management and asset liability management.

The group companies have their own risk management frameworks in line with their strategic business operations as appropriate to the industry in which they operate. Business operations of each of the group companies, the risks faced by them and the risk mitigation tools followed by them are reviewed periodically by the Risk Management Committees and the Boards of the respective group companies.

The details of meetings of Risk Management Committee and the members who attended the same are contained in the Corporate Governance Report.

Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees and directors with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

During the year under review, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit Committee reviews the functioning of the Vigil Mechanism/Whistle Blower Policy once a year.

The Whistle Blower Policy is uploaded on the website of the Company and can be accessed at https://www.bhil. in/pdf/Whistle%20Blower%20Policy.pdf

RBI guidelines

The Company continues to fulfill all the norms and standards laid down by the RBI pertaining to non performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital adequacy ratio of the Company was 122% as on 31 March 2024. In line with the RBI guidelines for Asset Liability Management (ALM) system for NBFCs, the Company has an Asset Liability Management Committee, which meets twice a year to review its ALM risks and opportunities.

The Company is in compliance with the Governance Guidelines as specified under Master Direction - Reserve

Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023.

Corporate Governance

Pursuant to the SEBI Listing Regulations, a separate chapter titled ‘Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

The Managing Director & CEO and the Chief Financial Officer, have certified to the Board with regard to the financial statements and other matters as specified under the SEBI Listing Regulations.

A certificate from the statutory auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility and Sustainability Reporting (BRSR)

Pursuant to amendment in SEBI Listing Regulations, top 1,000 listed entities based on market capitalization are required to submit a BRSR with effect from FY2023.

Further, pursuant to SEBI Circular dated 12 July 2023, top 150 listed entities by market capitalisation shall mandatorily undertake reasonable assurance of BRSR Core as per the format specified therein. The BRSR Core is a sub-set of the BRSR, consisting of a set of Key Performance Indicators under nine ESG attributes.

In compliance with the above, the Company has appointed DNV Business Assurance India Pvt. Ltd. (DNV) as the assurance provider to undertake reasonable assurance of BRSR Core for FY2024. The assurance report of DNV form a part of the annual report.

The Company has adopted a Policy on BRSR. A detailed BRSR in the format prescribed by SEBI along with the assurance report of BRSR Core by DNV will be hosted on Companys website and can be accessed at https://www.bhil.in/investors.html#url-annual-reports

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars.

Auditors and Auditors Report

Statutory Auditors

Pursuant to the provisions of RBI Guidelines dated 27 April 2021 on Appointment of Statutory Auditors, the members of the Company, on the basis of recommendation of the Audit Committee and Board, by way of Postal Ballot, had approved appointment of Kalyaniwalla & Mistry LLP (Firm Registration No. 104607W / W100166) as

Statutory Auditors effective from 17 November 2021 till conclusion of 77^th AGM. Further, the members at 77^th AGM held on 28 July 2022, had approved their continuation/re-appointment as Statutory Auditor for remaining term of two years, from the conclusion of the 77^th AGM till the conclusion of the 79^th AGM, i.e., for the financial year ending 31 March 2023 and 31 March 2024.

By virtue of the aforesaid Guidelines and based on the recommendation of Audit Committee and Board, the members had also approved the appointment of NBS & Co. (Firm Registration No. 110100W) as Joint Statutory Auditors for a term of three years i.e., from the conclusion of the 77^th AGM till the conclusion of the 80^th AGM to conduct audit of the financial statements of the Company for the year ending 31 March 2023, 31 March 2024 and 31 March 2025.

Considering that the term of Kalyaniwalla & Mistry LLP is coming to an end on the conclusion of the ensuing 79^th AGM of the Company, the Board at its meeting held on 26 April 2024, based on the recommendation of the Audit Committee, considered and approved the appointment of P G Bhagwat LLP, (Firm Registration No.

101118W/W100682), as one of the Joint Statutory Auditors of the Company to conduct audit of the financial statements of the Company for a term of three years commencing from the conclusion of 79^th AGM till the conclusion of 82^nd AGM i.e. for the financial year ending 31 March 2025, 31 March 2026 and 31 March 2027, subject to the approval of the members at the ensuing AGM.

The report of the Joint Statutory Auditors on the standalone financial statements does not contain any qualification, reservation, adverse remark or disclaimer.

The report of the Joint Statutory Auditors on the consolidated financial statements does not contain any qualification, reservation, adverse remark or disclaimer, except as mentioned under the heading ‘Report on other legal and regulatory requirements, Sr. no. 1(i)(vi). The same has been adequately explained in note no. 32A(2) to the consolidated financial statements.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587, CP No. 572) to undertake the secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report. It does not contain any qualification, reservation, adverse remark or disclaimer made by secretarial auditor.

Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, a report on secretarial compliance has been issued by Shyamprasad D Limaye for the financial year ended 31 March 2024 and the same is being submitted to stock exchanges. There are no observations, reservations or qualifications in the said report. The report will be made available on the website of the Company at https://www.bhil.in/investors.html#url-stock-exchange-intimations Since, the auditors i.e. Joint statutory auditors and secretarial auditor have not reported any matter under section 143(12) of the Act, no detail is required to be disclosed under section 134(3)ca of the Act.

Other Statutory disclosures

• The financial results of the Company are placed on the website of the Company athttps://www.bhil.in/ investors.html#url-financial-results-press-release and the audited financial statements of its subsidiaries are placed on the website of the Company at https://www.bhil.in/investors.html#url-annual-reports

• Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report.

• Details as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be made available to any member by way of email upon request, as per provisions of section 136(1) of the said Act.

• The Managing Director & CEO will be entitled to remuneration by way of a sitting fee, in his capacity as a Non-executive director of Maharashtra Scooters Ltd., a subsidiary of the Company during FY2025.

• Pursuant to RBI Master Direction-Information Technology Framework for the NBFC sector, the Company has constituted an IT Strategy Committee to review the IT strategies in line with the corporate strategies, board policy reviews, cyber security arrangements and any other matter related to IT governance.

• The provisions of section 148 of the Act, are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

• The Company has a gender neutral policy on prevention of sexual harassment at the workplace. The

Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case reported during the year under review.

• There is no change in the nature of business of the Company during FY2024.

• Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company. Further, the Company had not made any one-time settlement with banks or financial institutions during FY2024.

• The Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on 31 March 2024.

• During FY2024, the Company had not borrowed any funds from any banks or Financial Institutions.

• No binding agreements were entered into by the Company with the Promoters/ Promoter group/ other persons mentioned in clause 5A of Part A of Schedule III of the SEBI Listing Regulations during FY2024.

Acknowledgement

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI, other regulators and banks.

The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company, its subsidiaries and associates and thank them for yet another excellent year of performance.

On behalf of the Board of Directors

Shekhar Bajaj

Chairman

DIN: 00089358

Pune: 26 April 2024