DIRECTORS’ REPORT

The directors present their Fifteenth Annual Report and Audited Financial Statements for the year ended 31 March 2022.

Sad demise of Rahul Bajaj, Chairman Emeritus of the Company

At the outset, your directors express their profound grief on the sad demise of Rahul Bajaj, the iconic leader of the Company, who passed away on 12 February 2022.

He lived an extraordinary life. He was the architect of one of the most respected industrial groups in the country, a vocal proponent of entrepreneurship, and a voice of the industry at large.

He stood for what he believed, a man driven by values, bold in both expression and action. While he remained the torchbearer of a family legacy that dates back to the founding days of our country, he championed the creation of a new India.

While his passing away has left a huge void among us, he leaves behind an unparalleled foundation for all of us to build upon.

The Board places on record its whole-hearted appreciation of the invaluable contribution made by him to the spectacular success of the Company and the Group over several decades.

Financial Results

The financial results of the Company are elaborated in the report on Management Discussion and Analysis. Given below are the financial highlights.

Closing balances in reserve/other equity

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

Dividend Distribution Policy

Under the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations, 2015’), as amended, the Company formulated a dividend distribution policy on 28 October 2016, which the Board at its meeting held on 17 March 2021 amended in a major way.

The amended policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

As a green initiative, the policy has been uploaded on the Company’s website and can be accessed at https://www.bajajauto.com/investors/policies-codes. A copy of the policy will be made available to any shareholder on request by email.

Dividend

The directors recommend for consideration of shareholders at the ensuing annual general meeting, payment of a dividend of ₹ 140 per equity share of ₹ 10 each (1400%) for the year ended 31 March 2022.

For the year ended 31 March 2021 also, the dividend paid was ₹ 140 per share of ₹ 10 each (1400%).

In terms of the provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. For further details on taxability, please refer to Notice of annual general meeting.

The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.

Share Capital

The paid-up equity share capital as on 31 March 2022 was ₹ 289.37 crore. 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.

Operations

Detailed information on the Company’s operations is in the report on Management Discussion and Analysis.

Capacity Expansion and New Projects

The Company’s current installed capacity is 6.65 million units per annum.

Detailed information on capacity expansion and new projects is covered in the report on Management Discussion and Analysis.

Research and Development (R&D) and Technology Absorption

In FY2022 despite the waves of COVID that hit Pune, R&D ensured high attendance at office while taking care of social distancing and kept driving its programs. But this was not the only challenge that had to be dealt with. R&D had to work rapidly on counteracting the rapidly increasing costs of precious metal used in the catalysts, react to the sudden decision by Government to prepone the complete BS6 OBD 2 package to 1 April 2023 and deal with the semiconductor shortage caused by COVID and related outcomes.

A) Products

Bajaj Auto’s most successful brand Pulsar has been a leader not just in India but in all its export markets. Pulsar has been consistently upgraded over the years to keep it in sync with changing times. Information on the new products is covered in the report on Management Discussion and Analysis.

B) Processes

R&D has been working on improving its operations in a number of areas as listed below:

• Manpower: R&D has expanded its team size in areas of design, analysis and validation to facilitate the rapidly expanding aspirations of the Company.
• Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.

C) Technology

As in the past, new and improved technology has been introduced during the year. Such information is covered in the report on Management Discussion and Analysis.

D) Outgo

The expenditure on R&D during 2021-22 and in the previous year was:

Conservation of Energy

Company continues its efforts to reduce and optimise the energy consumption at all its manufacturing facilities, and its corporate office at Pune.

Significant reduction in energy consumption has been achieved by various ENCON initiatives as shown hereunder:

A) Electrical Energy

• Efficient utilisation of rooftop solar plants: 5MW at Waluj, 1MW at Pantnagar, 3.22MW at Akurdi and 2MW at Chakan.
• Provision of energy efficient motors.
• Use of VFD and water temperature sensors for optimised running of cooling tower.
• Provision of Localised booster for robotic painting.
• Upgradation of CED paint LB1000 to LB700 having higher throwing power. (Lower voltage required)
• Installation of RTPFC (Real Time Power Factor Controller), ASVG (Advanced Static Voltage Generator) and APFC (Automatic Power Factor Controller) to control and improve power factor greater than 0.99.
• Continued use of motion sensors for offices and washroom lights.
• Installation of energy efficient LED luminaries at various designated areas across all our factories.
• Use of HVLS (High Volume Low Speed) fans for air circulation in shop floors.
• Installation of centralised ARP system at Motorcycle paint shop at Waluj.

Overall improvement in electrical energy consumption is achieved to the extent of 3.95% (w.r.t. previous year FY2021) despite addition of new facilities viz. ABS line at Chakan, Club house at Akurdi etc.

B) Water

• Continuous reuse of treated water for processes like painting, cooling towers etc. in addition to gardening.
• Continued rainwater harvesting across all plants.
• Use of one touch taps and sensor-based taps for hand wash at various areas across all plants.
• Reverse cascading of water at pre-treatment stages at paint shop.
• Change of underground water lines with above ground line for easy identification of leakage, if any.
• Rainwater storage pond with capacity 90,000 cubic meters at Waluj plant, 47,000 cubic meters at Pantnagar plant, 83,500 cubic meters at Chakan plant are available for its use in process.

Overall water consumption is reduced to the tune of 3.93%, despite addition of new facilities viz. ABS line at Chakan, new garden at Akurdi etc.

C) LPG/Propane

• Continued use of magnetic resonance in oven fuel supply at paint shop.
• Improved thermal efficiency of oven by thermo coating application on the oven’s internal surface.
• Continued use of low temperature chemicals for pre-treatment process at paint shops.
• Lacquer oven auto ON/OFF during lunch and dinner time in paint shops across all plants.
• Development and monitoring of automated process startup and shutdown system.
• Reduction in heat load through painting fixture weight reduction.
• Optimisation of CED oven exhaust through hot air balancing.
• Use of energy efficient burners in the canteens in all plants.

D) Utilisation of Renewable Energy-Key Initiatives

• Usage of renewable solar power generation: 5MW at Waluj, 1MW at Pantnagar, 3.2MW at Akurdi and 2MW at Chakan; generating 155 lakh units per year of renewable energy.
• Utilisation of solar water heaters in the canteen of all plants.
• Use of direct sunlight to illuminate shops by installation of skylights across all plants.

Impact of Measures Taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has brought about an overall reduction in consumption as given in the table below:

# Effect of lower volume of commercial vehicles.

Investment/Savings

Detailed information on the above is given in the report on Business Responsibility.

Awards and Accolades

• Upgradation of “Occupational Health and Safety Management Systems” from OHSAS 18001 to ISO 45001 by all plants of the Company.
• Pantnagar plant received 3rd prize for “Best Energy Efficient Organisation” in Kaizen Competition organised by CII.
• Chakan plant awarded 1st prize in green manufacturing machining-Times of India Group.

International Business

All regions have shown strong growth in FY2022.

During the year under review, Bajaj Auto crossed 2.5 million vehicle milestone. First time ever!!! Motorcycle exports touched new highs – at 2.2mn units, growth of 22% over FY2021. In 10 of the 12 months, Bajaj Auto exported more than 200k units every month. The Company continues to remain, by far, India’s No.1 exporter of motorcycles and three wheelers.

More detailed information is given in the report on Management Discussion and Analysis.

Foreign Exchange Earnings and Outgo

The Company continued to be a net foreign exchange earner during the year.

Total foreign exchange earned by the Company during the year under review was ₹ 16,280.38 crore, as compared to ₹ 12,181.88 crore during the previous year.

Total foreign exchange outflow during the year under review was ₹ 902.08 crore, as against ₹ 753.34 crore during the previous year.

Industrial Relations

The financial year 2021-22 was also affected by the effects of Covid-19 and the 2nd and 3rd waves of the pandemic put a lot of pressure on employees as well as on Management. However, our robust Industrial relations practices, welfare schemes and employee engagement initiatives helped us run our business smoothly in this challenging period. The overall employee relations with staff and workmen across all the plants viz. Akurdi, Waluj, Chakan and Pantnagar continued to be cordial during the year, thus we were able to avoid any production loss due to these events.

During this difficult time, various timely initiatives, implemented across all plants, were crucial for maintaining employee motivation and meeting business objectives. This includes free vaccination camps in factory premises for all employees and their families, a free covid testing facility in the plants, extending support to employees and their families for getting beds in hospitals, financial support to infected employees, compassionate benefit scheme for Covid related mortalities and introduction of Covid-19 insurance scheme for employees.

With the active participation and involvement of all employees, we have been able to inculcate TPM Culture for excellence and continuous improvements across all plants. As a result, plants have received numerous awards during the year from CII, IIIE, QCFI etc.

At its Waluj plant, the Company has signed the wage agreement with the Union for a period of 3.5 years on 31 August 2021 without any delay.

Two of our workmen from the Waluj plant, have been named winners of the “Gunwant Kamgar and Kamgar Bhushan Award” for the year 2019 by the “Worker Welfare Board of the Government of Maharashtra”.

Company at its Akurdi plant has started a state-of-the-art facility to cater to the wellness and recreational needs of employees named “Utsah”. It encompasses world-class infrastructure and provides exemplary amenities like Gymnasium, Yoga room, Librarywala (digital library service), Music room, Dance room, Indoor games, Health bar, and Speciality clinics.

Additionally, the company has emphasised employee engagement initiatives to increase productivity and foster a positive work culture. Across all the plants, different employee engagement initiatives like kaizen competition, spot appreciation, appreciation of covid warriors, newly married couples’ felicitation, appreciation of meritorious students, POSH awareness sessions, celebration of Women’s Day, Jal-Neti Yoga session, inter-departmental sports tournament, health and hygiene related awareness sessions, etc. were also taken up.

Subsidiaries and Joint Ventures

PT. Bajaj Auto Indonesia (PT BAI)

Routine business operations of PT BAI, a 99.25% subsidiary of Bajaj Auto, remain discontinued.

Indonesia is a large two-wheelers market and hence of interest for PT BAI. All the required manufacturing, import and business licences stand renewed.

PT BAI would continue to study the evolving market and evaluate different possible opportunities.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

BAIH BV is a 100% Netherlands based subsidiary of Bajaj Auto Ltd. Over the years 2007 to 2013, through this subsidiary, Bajaj Auto has invested a total of €198.1 million (₹1,219 crore) and held approximately 48% stake in KTM AG of Austria (KTM), the fastest growing motorcycle brand in the world.

On 29 September 2021, BAIH BV swapped 46.5% stake in KTM AG for 49.9% stake in Pierer Bajaj AG (PBAG). 50.1% in PBAG is held by Pierer Group.

Pierer Bajaj AG (formerly PTW Holding AG) holds 73.3% stake in Pierer Mobility AG. Pierer Mobility AG (PMAG) is Europe’s leading “Powered Two-wheeler” manufacturer with focus on highly innovative sports motorcycles and electric mobility-E bicycles, E motorcycles, etc. With KTM, Husqvarna and GASGAS motorcycle brands, it is a leading premium motorcycle manufacturer in Europe. With conventional and E bicycles under Ramon, Husqvarna, GASGAS and Felt brands, it is a strong player in this fast-growing segment.

With this re-structuring in September, Bajaj Auto and Pierer Group now partner in all Mobility businesses that Pierer Group engages in. The resultant gain in fair value of ₹ 501.23 crore is shown as an exceptional item in consolidated results.

Subsequently, KTM AG announced a buyback program on 5 November 2021. BAIH BV tendered the balance 161,939 shares (1.49% stake in KTM AG left after the swap explained above) in this buy back. The resultant gain of ₹ 74.90 crore is shown as other income in consolidated results.

In the year 2021, PMAG recorded a strong performance in motorcycles, with sale of 332,881 units and in bicycles, with sale of 102,753 units (of which 76,916 were e-bicycles) and registered a record top-line of over €2 billion.

Bajaj Auto (Thailand) Ltd.

Bajaj Auto (Thailand) Ltd. was incorporated as a wholly owned subsidiary in Thailand with an issued and subscribed share capital of Thai Baht (THB) 45 million (₹10 crore), the intent being to set up an International Business Centre (IBC) to oversee sales in the ASEAN region and an Engineering Design Centre (EDC) under this subsidiary. This marks a new beginning for Bajaj Auto’s R&D expanding its design center to trend-defining markets around the globe.

Bajaj Auto (Thailand) has obtained all necessary approvals from local authorities. The EDC is operational and international designers are working from this new facility in Bangkok. Full scale operations including IBC will commence in the coming year.

During the year under review, following companies were incorporated as our subsidiaries.

Bajaj Auto Spain, S.L.

Bajaj Auto Spain, S.L. was incorporated as a wholly owned subsidiary in Barcelona, Spain with an issued and subscribed share capital of €600K (₹5 crore), the intent being to set up an Engineering Design Centre (EDC).

The EDC has started operations and is expected to be fully operational in the coming year.

Chetak Technology Ltd. (CTL)

Given the stakes and likely impact of EVs on its business, Bajaj Auto wants to be ahead of this curve. For effectively engaging in this domain, CTL was incorporated as a wholly owned subsidiary, with an issued and subscribed share capital of ₹ 5 crore.

To give prime focus to the EV space and to develop new technologies and products, the Company now intends to house all its EV related activities – R&D of new technologies, R&D for product development, manufacturing, sales, after-sales and customer centric experience — to this newly formed 100% subsidiary.

Additional capital of ₹ 45 crore has been infused in CTL by way of Rights issue in April 2022. Plans have also been drawn to set up a new state-of-the-art manufacturing facility at Akurdi.

Bajaj Auto Consumer Finance Ltd. (BACFL)

Financing is key to every automobile business. In India, nearly 65% of two-wheelers and 85% of three-wheelers retailed are financed. To increase geographic coverage and expand financing options for the retail customers of Bajaj Auto Ltd. and Chetak Technology Ltd., a wholly owned captive financing company i.e., BACFL was formed with an issued and subscribed share capital of ₹ 5 crore.

An application for registration of BACFL as NBFC has been made to RBI and the matter is under process.

Bajaj Do Brasil Comercio De Motocicletas Ltda

To address the motorcycle market in Brazil, Bajaj Auto has set up a wholly owned subsidiary on 31 March 2022. The process to obtain necessary approvals for introduction of equity share capital and setting up operations in Brazil is currently underway. Full scale operations are likely to commence in the coming year.

The financial statements of the subsidiary companies are also available on the Company’s website on https://www.bajajauto.com/investors/financial-and-operational-performance

The Company does not have any associate company, nor has it entered into a joint venture with any other company.

The Company’s policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with Regulation 16 of the Listing Regulations, 2015, can be accessed on the Company’s website at https://www.bajajauto.com/investors/policies-codes

Anti-Corruption Initiatives

The Company has established several policies to prevent corruption within Bajaj Auto. These are suitably integrated with the business operations. The Company also has adequate disclosure practices with regard to anti-corruption activities. Some of these practices are given below:

Signing of the Anti-Corruption Initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, the Company is a signatory to the ‘Commitment to Anti-Corruption’ and is supporting the ‘Partnering Against Corruption-Principles for Countering Bribery’ derived from Transparency International’s Business Principles. This calls for a commitment to two fundamental actions, viz. a zero-tolerance policy towards bribery and the development of a practical and effective implementation programme.

Adoption of the Confederation of Indian Industry (CII) Charters

Your Company, being a member of CII, has adopted the following Codes/Charters:

1. CII Code of Conduct for Affirmative Action.

2. Model Code of Conduct for Ethical Business practices.

3. Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee Relations.

4. Charters on Fair and Responsible Workplace Guidelines for Contract Labour.

More details on the subject are given in the Business Responsibility Report hosted on the Company’s website on https://www.bajajauto.com/investors/financial-and-operational-performance

Annual Return

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (‘the Act’), in the prescribed form, is hosted on the Company’s website and can be accessed at https://www.bajajauto.com/investors/financial-and-operational-performance.

Number of Meetings of the Board

There were five meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Directors’ Responsibility Statement

As required under clause (c) of sub-section (3) of section 134 of the Act, directors, to the best of their knowledge and belief, state that:

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
• the directors had 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 and loss of the Company for that period;
• the directors had 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;
• the directors have overseen that the annual accounts have been prepared on a going concern basis;
• the directors have laid down internal financial controls to be followed by the Company and that, to the best of their knowledge, examination and analysis, such internal financial controls have been adequate and were operating effectively; and
• the directors had ensured through oversight of the existence of proper systems to ensure compliance with the provisions of all applicable laws and that, to the best of their knowledge, such systems were adequate and were operating effectively.

Details regarding Frauds reported by Auditors under section 143(12)

During the year under review, there were no frauds reported by the auditors to the audit committee or the Board under section 143(12) of the Act.

Declaration by independent directors

The independent directors have submitted their 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, as amended and Regulation 16 and 25 of the Listing Regulations, 2015, as amended. The independent directors have also confirmed compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, 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 their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations, 2015.

Directors’ remuneration policy and criteria for matters under section 178

The salient features and changes to the policy on directors’ appointment and remuneration form a part of the Corporate Governance Report. The policy is on the Company’s website https://www.bajajauto.com/investors/policies-codes

Particulars of Loans, Guarantees or Investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Act, are detailed in the financial statements.

Related Party Transactions

All contracts/arrangement/transactions entered into by the Company during FY2022 with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations,2015. Prior omnibus approval of the audit committee is obtained for all related party transactions, which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the audit committee on a quarterly basis.

All related party transactions entered into during FY2022 were on an arm’s length basis and in the ordinary course of business of the Company under the Act and not material under the Listing Regulations, 2015. None of the transactions required members’ prior approval under the Act or the Listing Regulations, 2015.

Details of transactions with related parties during FY2022 are provided in the notes to the financial statements. There were no transactions requiring disclosure under section 134(3)(₹) of the Act. 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 was amended by the Board, at its meeting held on 15 March 2022 in line with SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021.

The policy is available on the Company’s website at https://www.bajajauto.com/investors/policies-codes

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 and the date of this Report.

Risk Management Policy

During the year under review, a revised risk management policy/framework was adopted by the Board. This framework, inter alia, includes identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the Risk Management Committee and the measures for risk mitigation, reporting of critical risks within the Company and Business Continuity Plan.

Information on the development and implementation of a risk management policy for the Company is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

The Board, at its meeting held on 29 April 2021, amended the existing policy. The policy including the composition of the CSR committee is uploaded on the Company’s website https://www.bajajauto.com/investors/policies-codes

Taking into account the commitments made by the Company for the ongoing CSR projects/programs which are in progress and considering the project mode of CSR activity where the projects can extend beyond the financial year, as also the amount transferred to ‘Unspent CSR Account’, there is no shortfall in the CSR expenditure mandated to be spent by the Company during the financial year ended 31 March 2022.

Further, in light of the circular dated 25 August 2021 issued by Ministry of Corporate Affairs (MCA) on the Frequently Asked Questions on CSR, mere disbursal of funds for implementation of a project does not amount to spending unless the implementing agency utilises the whole amount.

As per provisions of section 135(6) of the Act, any amount remaining unspent under section 135(5) pursuant to any ongoing project shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company. Accordingly, such amount has been transferred by the Company to the specified account within the prescribed period. As per the said circular of MCA, this amounts to meeting of the obligation and due compliance under section 135 of the said Act.

In terms of the provisions of section 135 of the Act, read with amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed under Annexure II of the said Rules is annexed to this Report.

The Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2022.

Formal Annual Evaluation of the Performance of the Board, its Committees, Chairperson and Individual Directors

Information on the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its Committees, Chairperson and Individual Directors is given in the Corporate Governance Report.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31 March 2022 have been disclosed as per Division Il of Schedule III to the Act.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Consolidated Financial Statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Act, applicable accounting standards and Listing Regulations, 2015.

Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval by the Company’s audit committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the audit committee of the Board.

Statutory Disclosures

The summary of the key financials of the Company’s subsidiaries (Form AOC-1) is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available by email to members of the Company, seeking such information.

Details as required under the provisions of section 197(12) of the Act, read with rule 5(1) of 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 of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the provisions of section 197(12) of the Act, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors’ Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

The directors’ responsibility statement as required by section 134(5) of the Act, appears in a preceding paragraph.

A cash flow statement for 2021-22 is attached to the Balance Sheet.

There is no change in the nature of business of the Company during FY2022.

The provisions of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

Pursuant to the legislation ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013’, the Company has a policy on Prevention of Sexual Harassment at Workplace. During the year under review, no complaint has been received from employees. There was no case reported during the year under review under the said policy.

Details as prescribed under section 134 of the Act and rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.

Directors’ and Key Managerial Personnel-Changes

I. Changes in Directorate

1. Dr. Omkar Goswami, Non-executive independent director of the Company tendered his resignation on 9 July 2021. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure on the Board.
2. Dr. Gita Piramal, Non-executive independent director of the Company tendered her resignation with effect from close of business hours on 30 April 2022. The Board places on record its sincere appreciation for the valuable services rendered by her during her long tenure on the Board.

II. Retirement by Rotation

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act, mandates that at least two–thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Rakesh Sharma (DIN 08262670) and Madhur Bajaj (DIN 00014593), directors, being the longest in the office among the directors liable to retire by rotation, retire from the Board this year and, being eligible, have offered themselves for re–appointment.

Brief details of Rakesh Sharma and Madhur Bajaj are given in the notice of annual general meeting.

III. Appointment/Re-appointment of Directors

The Board at its meeting held on 27 April 2022, taking into account the Report of performance evaluation and pursuant to the recommendation of nomination and remuneration committee and subject to approval by the members by way of special resolution, re-appointed following independent directors for a second consecutive term:

* Consent of the members by way of Special Resolution is sought by the Company in compliance with Regulation 17(1A) of Listing Regulations 2015, for continuance of Anami N. Roy beyond 15 May 2025 on account of his attaining the age of 75 years on that date.

IV. Change in Key Managerial Personnel

1. Soumen Ray, resigned from the position of Chief Financial Officer of the Company w.e.f. closing hours of 20 December 2021 to explore other opportunities.
2. Consequent upon the resignation of Soumen Ray, the Board at its meeting held on 15 March 2022, pursuant to the recommendation of nomination and remuneration committee appointed Dinesh Thapar as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 15 March 2022.

There was no other change in the directors and key managerial personnel during the year under review since the last report.

Detailed information on the directors is provided in the Corporate Governance Report.

Significant and Material Orders passed by the Regulators or Courts

During the year under review, 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.

Covid-19 Impact

The impact of the second and third wave of the pandemic on the performance of the Company and measures adopted to steer through this continuing crisis have been discussed in detail in Management Discussion and Analysis.

Details of Internal Financial Controls with reference to the Financial Statements

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

Corporate Governance

Pursuant to the Listing Regulations, 2015, 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.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for 2021-22. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director (CEO) and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations, 2015.

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

Employee Stock Option Scheme

The Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company.

During the year under review, there has been no change in the Bajaj Auto Employee Stock Option Scheme 2019 (BAL-ESOS 2019) of the Company. BAL-ESOS 2019 is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, and this has been certified by the statutory auditors of the Company.

In line with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, a statement giving complete details, as at 31 March 2022, is available on the website of the Company https://www.bajajauto.com/investors/financial-and-operational-performance

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

Business Responsibility Report

Pursuant to the provisions of the Listing Regulations, 2015, a Business Responsibility Report (‘BRR’) has been hosted on the website and can be accessed at https://www.bajajauto.com/investors/financial-and-operational-performance

The BRR highlights the initiatives, actions and processes of the Company in conducting its business in line with its environmental, social and governance obligations.

A copy of the BRR will be made available by email to any shareholder on request.

Pursuant to amendment in the Listing Regulations, 2015, top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report with effect from the FY2023.

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 granting exemptions in view of the Covid-19 pandemic.

Statutory Auditor

Pursuant to provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 20 July 2017 appointed S R B C & CO LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the conclusion of 10th annual general meeting till the conclusion of 15th annual general meeting, covering one term of five consecutive years. The term of appointment of the statutory auditors expires at the conclusion of ensuing annual general meeting.

The Board of Directors, based on the recommendation of the audit committee, at its meeting held on 27 April 2022, has proposed the re-appointment of S R B C & CO LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company for a further term of five years to hold office from the conclusion of 15th annual general meeting till the conclusion of 20th annual general meeting, subject to approval of the members and to fix their remuneration.

The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the year 2021-22 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has re-appointed, Shyamprasad D Limaye, Practising Company Secretary (Membership No. 1587, CP No. 572) to undertake the secretarial audit of the Company. Secretarial audit report for the year 2021-22 issued by him in the prescribed form MR-3 is annexed to this Report.

The secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

In addition to the above and pursuant to SEBI Circular dated 8 February 2019, a report on secretarial compliance by Shyamprasad D Limaye for the financial year ended 31 March 2022 has been submitted with the stock exchanges. There are no observations, reservations or qualifications in that report.

On behalf of the Board of Directors,

Niraj Bajaj

Chairman

Pune: 27 April 2022

Annual Report on CSR activities

1. Brief outline of Company’s CSR Policy

Introduction

The vision and philosophy of late Jamnalal Bajaj, the founder of Bajaj Group, guide the Corporate Social Responsibility (CSR) activities of the group. He embodied the concept of trusteeship in business and common good and laid the foundation for ethical, value-based and transparent functioning.

Bajaj Group believes that true and full measure of growth, success and progress lies beyond balance sheets or conventional economic indices. It is best reflected in the difference that business and industry make to the lives of people.

Through its social investments, Bajaj Group addresses the needs of communities residing in the vicinity of its facilities by taking sustainable initiatives in the areas of health, education, environment conservation, infrastructure and community development and response to natural calamities. For society, however, Bajaj is more than a corporate identity. It is a catalyst for social empowerment and the reason behind the smiles that light up a million faces.

It is this goodwill that has made us “The World’s Favourite Indian!”

Guiding principles

The Bajaj Group believes that social investments should:

• Benefit generations: The Company believes in ‘investment in resource creation’ for use over generations. The Company tries to identify sustainable projects which will benefit the society over long periods.
• Educate for self-reliance and growth: To usher in a growth-oriented society and thereby a very strong and prosperous nation, by educating each and every Indian.
• Promote health: The Company believes good health is a pre-requisite for both education and productivity.
• Encourage for self-help: To guide and do hand holding for self-help, individually and collectively to create excellence for self and for the team.
• Be focused: The Company believes that activities should be focused around locations where it has a presence and hence can effectively guide, monitor and implement specific projects.
• Target those who need it most: Care for the sections of the society, which are socially at the lowest rung irrespective of their religion, caste, language or colour.
• Sustain natural resources: The Company encourages balanced development and ensures least adverse impact on environment – Growth with Mother Nature’s blessings.

Brief contents of CSR Policy

Section 135 of the Companies Act, 2013 (‘the Act’) and the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been amended substantially with effect from 22 January 2021. Accordingly, the CSR Policy which was framed by the Company on 14 May 2014 got amended on 29 April 2021, with approvals of the CSR Committee and Board of Directors. The Policy, inter alia, covers the following:

• Philosophy, Approach & Direction
• Guiding Principles for selection, implementation and monitoring of activities
• Guiding Principles for formulation of Annual Action Plan

2. Composition of the CSR Committee

Notes:

1. Rahul Bajaj resigned as Chairman of the Company and as Chairman of CSR Committee on 30 April 2021 and was appointed as Chairman Emeritus of the Company w.e.f. 1 May 2021. He later expired on 12 February 2022.

2. Rajiv Bajaj, member of the Committee, was appointed as Chairman of the Committee by the Board at its meeting held on 29 April 2021 in place of Rahul Bajaj w.e.f. 1 May 2021.

Note: Figures for FY2018-19 & 2019-20 are not given as the law on set-off came into force from 22 January 2021 only.

8. (a) CSR amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year:

Note:

1. The duration of a project is beyond a period of 36 months, only where the project was approved prior to 22 January 2021 i.e., the day when the new CSR Rules came into effect. The duration subsequently has been appropriately amended,wherever required.

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads ₹ 3.01 crore

(e) Amount spent on Impact Assessment, if applicable Nil

(f) Total amount spent for the financial Year (8b+8c+8d+8e) ₹ 75.66 crore

(‘spent’ as clarified by MCA FAQ dated 25 August 2021)

(g) Amount transferred to Unspent CSR A/c 2021-22 ₹ 51.00 crore

(h) Excess amount for set-off, if any

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

Note: *These projects relate to projects commenced in 2020-21, but which got converted into ‘Ongoing Projects’ during the year 2021-22 and hence there are no corresponding Project IDs for these projects.

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Nil; Not Applicable

11. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5):

1. Taking into account the commitments made by the company for the ongoing CSR projects/programs which are in progress and considering the project mode of CSR activity where the projects can extend beyond the financial year, there is no shortfall in the CSR expenditure mandated to be spent by the company during the financial year ended 31 March 2022.

2. Further, in light of the circular dated 25 August 2021 issued by Ministry of Corporate Affairs (‘MCA’) on the Frequently Asked Questions on CSR, mere disbursal of funds for implementation of a project does not amount to spending unless the implementing agency utilizes the whole amount.

3. As per provisions of section 135(6) of the Act, any amount remaining unspent under section 135(5) pursuant to any ongoing project shall be transferred by the company within a period of 30 days from the end of the financial year to a special account to be opened by the company. Accordingly, such amount has been transferred by the company to the specified account so opened within the prescribed period. As per the said circular of MCA, this amounts to meeting of the obligation and due compliance under section 135 of the said Act.

Rajiv Bajaj

Managing Director & CEO and

Chairman of CSR Committee

Pune: 27 April 2022

Annexure to Directors’ Report

Remuneration Details under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) for the year ended 31 March 2022

1. 1. Remuneration payable to Non-executive directors is based on the number of meetings of the Board & its Committees attended by them as member during the year.
   2. Remuneration to directors for the above purposes does not include sitting fees paid to them for attending board/committee meetings.
2. Rahul Bajaj resigned as Non-executive director (Non-executive Chairman) of the Company on 30 April 2021 and was appointed as Chairman Emeritus of the Company w.e.f. 1 May 2021. He later expired on 12 February 2022 Figures regarding % increase in his case are therefore not comparable/not applicable.
3. Dr. Omkar Goswami resigned on 9 July 2021 and ceased to be a director of the Company w.e.f. 9 July 2021. Figures regarding % increase in his case are therefore not comparable/not applicable.
4. Soumen Ray ceased to be CFO of the Company w.e.f. 21 December 2021. Figures regarding % increase in his case are therefore not comparable/not applicable.
5. Dinesh Thapar was appointed as CFO of the Company w.e.f. 15 March 2022. Figures regarding % increase in his case are therefore not comparable/not applicable.
6. The term ‘Permanent Employees’ does not include trainees, probationers and contract employees.

Notes on Disclosures under Rule 5

1. In FY 2021-22, the remuneration of median employee other than whole-time Directors increased by 18.87% over the previous year.
2. Increase in the remuneration of the WTDs/Managerial Personnel, which in the aggregate was 14.56% during the year under review, was given, keeping in view the trends of remuneration in industry.
3. The remuneration paid as above was as per the Remuneration Policy of the Company.

Secretarial Audit Report (Form No. MR-3)

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

For the financial year ended 31 March 2022.

To,

The Members,

Bajaj Auto Ltd.

(CIN: L65993PN2007PLC130076)

Mumbai-Pune Road,

Akurdi, Pune-411035.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Bajaj Auto Ltd. (hereinafter called as ‘The Company’). Subject to limitation of physical interaction and verification of records caused by Covid-19 Pandemic, while taking review for the financial year, the Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, and subject to letter annexed herewith, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2022, complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2022, according to the provisions of:

1) The Companies Act, 2013 (the ‘Act’) and the rules made thereunder;

2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; and The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6) Motor Vehicles Act, 1988 to the extent of product certification before production and from time to time primarily in respect of vehicles manufactured by the Company.

I have also examined compliance with the applicable clauses of the following:-

(i) Secretarial Standards pursuant to section 118(10) of the Act, issued by the Institute of Company Secretaries of India.

(ii) Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange of India Ltd. as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of executive directors, non-executive directors and independent directors including a woman independent director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors. The decisions at the meeting were carried unanimously.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there was no other event/action having major bearing on affairs of the Company.

Shyamprasad D Limaye

Pune: 27 April 2022 FCS No. 1587 CP No. 572

UDIN: F001587D000215823

ANNEXURE

To the Members of Bajaj Auto Ltd.

Mumbai-Pune Road,

Akurdi, Pune-411035.

My Secretarial Audit Report for Financial Year ended on 31 March 2022 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed, provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of event etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Pune: 27 April 2022

Shyamprasad D. Limaye

FCS No. 1587

C P No.: 572

Independent Auditors’ Report on compliance with the conditions of Corporate Governance

[As per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended]

To the Members of Bajaj Auto Ltd.

Mumbai–Pune Road,

Akurdi, Pune-411 035.

1. The Corporate Governance Report prepared by Bajaj Auto Ltd. (hereinafter the “Company”), contains details as specified in regulations 17 to 27, clauses (b) to (i) and (t) of sub – regulation (2) of regulation 46 and para C, D, and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”) (‘Applicable criteria’) for the year ended 31 March 2022 as required by the Company for annual submission to the Stock exchange.

Management’s responsibility

2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance Report.

3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

Auditors’ responsibility

4. Pursuant to the requirements of the Listing Regulations, our responsibility is to provide a reasonable assurance in the form of an opinion whether, the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations referred to in paragraph 1 above.

5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services Engagements.

7. The procedures selected depend on the auditors’ judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. Summary of procedures performed include:

i. Read and understood the information prepared by the Company and included in its Corporate Governance Report;

ii. Obtained and verified that the composition of the Board of Directors with respect to executive and non-executive directors has been met throughout the reporting period;

iii. Obtained and read the Register of Directors as on 31 March 2022 and verified that at least one independent woman director was on the Board of Directors throughout the year;

iv. Obtained and read the minutes of the following committee meetings/other meetings held from 1 April 2021 to 31 March 2022:

 (a) Board of Directors;

 (b) Audit Committee;

 (c) Annual General Meeting (AGM);

 (d) Nomination and Remuneration Committee;

 (e) Stakeholders’ Relationship Committee;

 (f) Risk Management Committee;

 (g) Corporate Social Responsibility Committee;

 (h) Duplicate Share Certificate Issuance Committee.

v. Obtained necessary declarations from the directors of the Company.

vi. Obtained and read the policy adopted by the Company for related party transactions.

vii. Obtained the schedule of related party transactions during the year and balances at the year end. Obtained and read the minutes of the audit committee meeting where in such related party transactions have been pre-approved prior by the audit committee.

viii. Performed necessary inquiries with the management and also obtained necessary specific representations from management.

8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.

Opinion

9. Based on the procedures performed by us, as referred in paragraph 7 above, and according to the information and explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations, as applicable for the year ended 31 March 2022, referred to in paragraph 4 above.

Other matters and Restriction on Use

10. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

11. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Arvind Sethi

Partner

Membership Number: 089802

UDIN: 22089802AHWJVM5387

Pune: 27 April 2022

Declaration by Chief Executive Officer (MD)

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015]

I, Rajiv Bajaj, Managing Director and CEO of Bajaj Auto Ltd. hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company for the year ended 31 March 2022.

Rajiv Bajaj

Managing Director and CEO

Pune: 27 April 2022

Certificate by Practising Company Secretary

[Pursuant to Schedule V read with Regulation 34(3) of the SEBI Listing Regulations, 2015 (as amended)]

In the matter of Bajaj Auto Ltd. (CIN: L65993PN2007PLC130076) having its registered office at Mumbai-Pune Road, Akurdi, Pune-411035.

On the basis of examination of the books, minute books, forms and returns filed and other records maintained by the Company and declarations made by the directors and explanations given by the Company and subject to limitation of physical interaction and verification of records caused by Covid 19 pandemic.

I certify that the following persons are directors of the Company (during 01/04/2021 to 31/03/2022) and none of them have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

Notes:

1. Rahul Bajaj resigned as Non-executive director (Non-executive Chairman) of the Company on 30 April 2021 and was appointed as Chairman Emeritus of the Company w.e.f. 1 May 2021. He later expired on 12 February 2022.

2. Dr. Omkar Goswami resigned on 9 July 2021 and ceased to be a director of the Company w.e.f. 9 July 2021.

Shyamprasad D Limaye
FCS No. 1587 CP No. 572

Pune: 27 April 2022
UDIN: F001587D000215845