Bajaj Consumer Care Ltd

Dear Members,

The Board of Directors are pleased to present the Nineteenth Annual Report of Bajaj Consumer Care Limited ("BCCL" or "the Company") for the financial year ended March 31, 2025.

In compliance with the applicable provisions of Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1, 2024 to March 31, 2025.

Financial Performance

The summarised Standalone financial results of the Company for the Financial Year ended March 31, 2025 are presented below:

(Rs.in lakhs)

During the period under review, the Company recorded total Income of INR 97,829.27 lakh as compared to 101,235.86 lakh in the previous year. Profit before Tax was INR 15,769.03 lakh as against INR 19,237.87 lakh in the previous year. The Profit after Tax stood at INR 13,013.87 lakh as compared to the Profit after Tax of INR 15,876.63 lakh in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.

Material changes and commitments

There are no material changes & commitments which affects the financial position of the Company between the end of financial year 2024-25 and the date of this report. Further, there is no change in the nature of business of the Company.

Transfer to Reserves

Your directors do not propose to transfer any amount to Reserves.

Deposits from Public

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025.

Dividend Distribution Policy

Your Company?s dividend distribution philosophy aims at sharing its profits with its shareholders through a formal disbursement of profits. In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has formulated the Dividend Distribution Policy, which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. This policy is made available on the Company?s website and can be accessed using the link https://www.bajajconsumercare.com/policies.php.

Dividend

There was no dividend declared during the year under review.

Unpaid/Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 1,92,648/- of unpaid/ unclaimed dividends were transferred during the year to the Investor Education and Protection Fund.

Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs. 13,70,52,803 divided into 13,70,52,803 equity shares of Re. 1/- each as against 14,27,93,803 divided into 14,27,83,803 equity shares of Re. 1/- each as on March 31, 2024.

During the year under review, the company has extinguished 57,41,000 equity shares pursuant to the buyback approved by the Board of Directors at its meeting held on May 8, 2024 and the shareholders vide postal ballot, result of which was declared on June 20, 2024.

Buyback of equity shares

The Board of Directors of the Company at its meeting held on May 8, 2024, approved buyback of up to 57,41,000 (Fifty Seven Lakhs Forty One Thousand) Equity Shares (representing 4.02% of the total number of Equity Shares in the total paid-up equity capital of the Company as on March 31, 2024, from the shareholders/ beneficial owners of Equity Shares of the Company as on the Record Date, being Tuesday, July 2, 2024, on a proportionate basis, through the "tender offer" process as prescribed under the SEBI Buyback Regulations, at a price of INR 290/- (Indian Rupees Two Hundred and Ninety only) per Equity Share, payable in cash, for an aggregate maximum amount of INR 16,649 Lakhs (Indian Rupees Sixteen Thousand Six Hundred and Forty Nine Lakhs only). The Buyback Offer Size does not include the Transaction Costs. The Buyback Offer Size represented 19.25% and 20.00% of the aggregate of the Company?s fully paid-up equity capital and free reserves as per the audited standalone financial statements and audited consolidated financial statements of the Company for the year ended March 31, 2024, respectively, (the latest standalone and consolidated audited financial statements available as on the date of the Board Meeting, recommending the proposal of the Buyback).

The Company adopted the tender offer route for the purpose of the Buyback. The Buyback was implemented using the "Mechanism for acquisition of shares through Stock Exchange" notified by the Securities and Exchange Board of India ("SEBI") vide SEBI circular no. CIR/CFD/ POLICYCELL/1/2015 dated April 13, 2015 and SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and SEBI circular no. SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated

August 13, 2021, and such other circulars or notifications, as may be applicable, including any amendments or statutory modifications for the time being in force.

The Buyback Opening Date was Friday, July 5, 2024, and the Buyback Closing Date was Thursday, July 11, 2024.

57,41,000 (Fifty Seven Lakhs Forty One Thousand) Equity Shares were bought back pursuant to the Buyback, at a price of INR 290/- (Indian Rupees Two Hundred and Ninety only) per Equity Share.

The total amount utilized in the Buyback was INR 16,649 Lakhs (Indian Rupees Sixteen Thousand Six Hundred and Forty Nine Lakhs only), excluding Transaction Costs.

Employee Restricted Stock Unit Plan 2018

The shareholders at the Annual General Meeting held on July 23, 2018, had approved RSU 2018 authorising grant of not exceeding 7,37,500 options to the eligible employees, in one or more tranches, with each such option conferring a right to apply for one share in the Company in accordance with the terms and conditions under the plan.

Additional details of the plan as required under Securities & Exchange Board of India (Share Based Employee Benefits) Regulations 2014 are annexed as Annexure-1 and forms part of this report and also uploaded on the website of the Company at https://www.bajajconsumercare.com.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements, forming a part of this Annual Report.

Acquisition of Vishal Personal Care Limited

The Company at its board meeting held on February 14, 2025 approved entering into a Share Purchase cum Shareholders Agreement ("SPSHA") with Peepul Capital Fund III LLC, Vishal Personal Care Private Limited ("Target Company") and others for acquiring 100% of the equity capital in the Target Company in 2 (two) tranches (i.e., 49% (forty nine percent) of the equity share capital in tranche 1 and the remaining 51% (fifty one percent) in tranche 2 during the financial year 2025-26). With the acquisition of 49% equity share capital, Vishal Personal Care Private Limited has become Associate Company of Bajaj Consumer Care Limited.

As on March 31, 2025, the Company had the following unlisted subsidiaries/associate namely:

Uptown Properties and Leasing Private Limited

Bajaj Bangladesh Limited (wholly owned subsidiary)

Bajaj Corp International (FZE) (wholly owned subsidiary)

Vishal Personal Care Limited (w.e.f March 10, 2025) (Associate) Out of above, Uptown Properties and Leasing Private Limited is a ‘Material Subsidiary? as defined in the SEBI Listing Regulations. The details of the policy for determining ‘Material Subsidiary? are available on the website of the Company at https://www.bajajconsumercare.com/policies.php.

Pursuant to the provisions of Section 129 of the Act and Rules made thereunder and the Companies (Accounts) Rules, 2014, the Company has attached a separate statement containing the salient features of the Financial Statements of its subsidiary companies along with the Financial Statements.

Uptown Properties and Leasing Private Limited (Uptown)

During the Financial Year ended March 31, 2025, the net loss after tax of Uptown was INR 26.24 lakh as against net loss after tax of INR 27.82 lakh of the previous Financial Year. The Company is into the business of construction and leasing of commercial space.

Bajaj Bangladesh Limited (BBL)

BBL recorded revenue of INR 1,426.31 lakhs in FY 2024-25 as against INR 977.85 lakh in previous financial year. Net loss after tax for the current FY 2024-25 was recorded at INR 224.68 lakh as against net loss after tax of INR 360.28 lakh of the previous financial year.

Bajaj Corp International (FZE)

During the financial year ended March 31, 2025, FZE achieved total revenue of INR 1,800.92 lakh as compared to INR 1,665.84 lakh of the previous financial year. Net loss after tax for the current FY 2024-25 was INR 291.36 lakh as against Net profit after tax of INR 33.81 lakh of the previous financial year.

Vishal Personal Care Limited

Vishal Personal Care Limited has become an associate of the Company effective March 10, 2025. The Company?s share of profit in the above associate for FY 2024-25 was Rs. 47.60 lakh as against Rs. Nil in the previous financial year. The other details have been provided in AOC-1.

Consolidated Financial Statements

Pursuant to the provisions of Section 129 of the Act and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company and its subsidiaries have been prepared in the same form and manner as mandated by Schedule III to the Act and shall be laid before the forthcoming 19th Annual General Meeting (AGM) of the Company.

The Consolidated Financial Statements of the Company have also been prepared in accordance with relevant Accounting Standards issued by Ministry of Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries are available on Company?s website at https:// www.bajajconsumercare.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 19th AGM.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company?s website at https://www. bajajconsumercare.com/policies.php.

During the year under review, in compliance with the provisions of Section 135 of the Act, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs, the Company has spent Rs.383.80 lakh on permitted CSR activities through Kamalnayan Jamnalal Bajaj Foundation (the implementing agency engaged in activities specified in Schedule VII of the Act). Detailed information on CSR policy, its salient features, CSR initiatives undertaken during the year, details pertaining to spent amount are given in Annexure-2 to this Directors? Report.

Business Risk Management

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. One of the key risks faced by the Company in today?s scenario is the wide and frequent fluctuations in the prices of its raw material. Any further increase in prices of raw materials could create a strain on the operating margins of the Company. Inflationary tendencies in the economy and deterioration of macroeconomic indicators can impact the spending power of the consumer because of which down trading from branded products to non-branded can occur which can affect the operating performance of the Company. The Company operates in the highly competitive FMCG market with competitors who may have better ability to spend more aggressively on advertising and marketing and more flexibility to respond to changing business and economic conditions. An increase in the amount of competition that we face could have a material adverse effect on our market share and sales. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

A key factor in determining a Company?s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action. The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company?s competitive advantage. The details of the Risk Management Policy are available on the Company?s website at https://www. bajajconsumercare.com/ policies.php.

In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threatens the existence of the Company.

Vigil Mechanism/ Whistle-Blower Policy & Code of Conduct

The Company has adopted a ‘Whistle-Blower Policy? for Directors, employees and business partners to reportgenuine concerns and to provide adequate safeguards against victimisation of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report forming a part of this Annual Report. The said policy is hosted on Company?s website at https://www.bajajconsumercare. com/policies.php.

Our Code of conduct policy ensure business integrity & clearly defines the processes for dealing with Code of conduct breaches.

Remuneration Policy

The Board on the recommendation of the Nomination, Remuneration & Corporate Governance Committee, framed a policy for Nomination, Remuneration and Evaluation of Directors, Senior Management and to develop & recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations is available on the Company?s website at https://www.bajajconsumercare. com/policies.php.

The salient features of the policy are as below:

To identify individuals qualified to be Board Members and in Senior Management, consistent with criteria approved by the Board and to periodically examine the structure, composition, functioning and performance of the Board, its Committees & Senior management and recommend changes, as necessary;

To recommend new Board Members in light of resignation of current Members or a planned expansion of the Board;

To recommend to the Board of Directors to serve on each of the Board Committee;

To formulate the criteria for evaluation of Independent Directors and the Board;

Toformulatethecriteriafordeterminingthequalifications, positive attributes and independence of a Director;

To recommend to the Board remuneration policy for Directors, Key Managerial Personnel and other employees;

To develop and recommend to the Board a set of Corporate Governance Guidelines;

To oversee the evaluation of the Board, Committees of the Board and the management;

To assess the Company?s policies and processes in key areas of Corporate Governance, other than those explicitly assigned to other Board Committees, with a view to ensuring the Company is at the forefront of good corporate governance;

Review key corporate governance processes not specifically assigned to other committees, and recommend changes needed to ensure that the Company is at best practice;

Examine the impact of significant regulatory and statutory changes applicable to the governance practices of the Company and to recommend measures to implement the same;

To regularly examine ways to strengthen the Company?s organisational health, by improving the hiring, retention, motivation, development, deployment and behavior of management and other employees.

In this context, the Committee also reviews the framework and processes for motivating and rewarding performance at all levels of the organisation, reviews the resulting compensation awards and makes appropriate proposals for Board approval. In particular, it recommends all forms of compensation to be granted to Directors, Key Managerial Personnel, Senior Management and other employees of the Company.

Appointment

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, the Board of Directors of the Company, based on the recommendation of the Nomination, Remuneration & Corporate Governance Committee, at its Meeting held on May 5, 2025, approved re-appointment Mr. Sumit Malhotra (DIN: 02183825), as Non-Executive, Non-Independent Director for a term of five effective July 1, 2025 subject to approval of the shareholders at the ensuring annual general meeting.

Retirement by Rotation

As per the provisions of Section 152 of the Act, not less than two-third of the total number of directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for reappointment. At the ensuing AGM Mr.

Vimal Chandra Nagori (DIN: 00347585), Director, retires by rotation and being eligible, offers himself for re-appointment. A detailed profile of Mr. Vimal Chandra Nagori along with additional information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings is provided separately by way of an Annexure to the Notice convening the AGM.

Number of Meetings of the Board

The Board met six times during the Financial Year 2024-25, viz. May 8, 2024, July 10, 2024, August 9, 2024. October 15, 2024, November 11, 2024 and February 14, 2025. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the SEBI Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

Annual evaluation by the Board

Pursuant to the applicable provisions of the Act and SEBI Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. The Chairman?s performance evaluation was carried out by Independent Directors at a separate meeting.

The Nomination, Remuneration & Corporate Governance Committee have defined the evaluation criteria for the Board, its Committees and Directors. The evaluation exercise is carried out through a structured questionnaire circulated to the Directors covering various aspects of evaluation of the Board, Committee and individual Directors.

The Board?s functioning was evaluated on various aspects, including inter alia, degree of fulfilment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active participation by all Board Members.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole. parameters such as qualification, experience, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, commitment independence, independent views and judgement, availability, attendance and participation in the discussion at the Meetings, adherence to the Code of Ethics (Code of Conduct) of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and management, objective evaluation of Board?s performance, rendering independent/unbiased opinion, safeguarding of confidential information and maintaining integrity.

Details of the policy on evaluation of Board?s performance is available on the Company?s website at https://www. bajajconsumercare.com/policies.php.

Familiarisation Programme for Independent Directors

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which through various initiatives. The details of the aforementioned programme is available on the Company?s website at https:// bajajconsumercare.com.

A. Audit Committee

The current composition of the Audit Committee comprises of following members:

1. Mr. Jagdish Acharya [Independent Director], Chairman of the Committee

2. Mr. Anupam Dutta,

[Independent Director] Member

3. Mr. K. S. Narayanan,

[Independent Director] Member

4. Ms. Lilian Jessie Paul

[Independent Director], Member

B. Nomination, Remuneration & Corporate Governance Committee

The current composition of the Nomination, Remuneration & Corporate Governance Committee comprises of following members:

1. Mr. Jagdish Acharya [Independent Director], Chairman of the Committee

2. Mr. Anupam Dutta

[Independent Director], Member

3. Ms. Lilian Jessie Paul [Independent Director], Member

C. Stakeholders Relationship Committee

ThecurrentcompositionoftheStakeholdersRelationship Committee comprises of following members:

1. Mr. K. S. Narayanan [Independent Director], Chairman of the Committee

2. Mr. Kushagra Nayan Bajaj [Non-Executive, Non-Independent Director], Member

3. Mr. Jaideep Nandi [Non-Independent, Executive Director], Member

4. Mr. Sumit Malhotra [Non-Executive, Non-Independent Director], Member

5. Mr. Vimal Chandra Nagori [Non-Executive, Non-Independent Director], Member

D. Corporate Social Responsibility (CSR) Committee

ThecurrentcompositionoftheStakeholdersRelationship Committee comprises of following members:

1. Mr. Jagdish Acharya [Independent Director], Chairman of the Committee

2. Mr. Jaideep Nandi [Non-Independent, Executive Director], Member

3. Mr. Sumit Malhotra [Non-Executive, Non-Independent Director], Member

4. Mr. Vimal Chandra Nagori [Non-Executive, Non-Independent Director], Member

E. Risk Management & ESG Committee

ThecurrentcompositionoftheStakeholdersRelationship Committee comprises of following members:

1. Mr. Anupam Dutta [Independent Director], Chairman of the Committee

2. Mr. Jaideep Nandi [Non-Independent, Executive Director], Member

3. Ms. Lilian Jessie Paul [Independent, Non-Executive Director], Member

4. Mr. Rajesh Menon [Head-Supply Chain, Operations and IT], Member

F. Buyback Committee

The Buyback Committee was constituted on May 8, 2024. The current composition of the Buyback Committee comprises of the following members:

1. Mr. Kushagra Bajaj [Non-Executive, Non-Independent Director], Chairman

2. Mr. Jaideep Nandi [Non-Independent, Executive Director], Member

3. Mr. Vimal Chandra Nagori [Non-Executive, Non-Independent Director], Member

Directors and Key Managerial Personnel (KMP)

There was no change in the composition of Board of Directors during the year under review. The board comprises of the following Directors as on March 31, 2025: Mr. Kushagra Bajaj, Non-Executive Chairman Mr. Jaideep Nandi, Managing Director Mr. Sumit Malhotra, Non-Executive, Non-Independent Mr. Vimal Chandra Nagori, Non-Executive, Non-Independent Mr. Jagdish Acharya, Non-Executive, Independent Mr. Anupam Dutta, Non-Executive, Independent Mr. K. S. Narayanan, Non-Executive, Independent Ms. Lilian Jessie Paul, Non-Executive, Independent In terms of the provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company: Mr. Jaideep Nandi, Managing Director Mr. D. K. Maloo, Chief Financial Officer Mr. Vivek Mishra, Head-Legal & Company Secretary

Declaration by Independent Directors

The Independent Directors of the Company have submitted declaration of Independence confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.

All the Independent Directors of the Company have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that couldimpairorimpacttheirabilitytodischargetheirdutieswith an objective independent judgement and without any external influence and that they are independent of the management. Further, it is also confirmed that they have complied with the provisions regarding Independent Directors? registration with the databank maintained by The Indian Institute of Corporate Affairs (‘IICA?) and online proficiency self-assessment test conducted by the IICA unless exempted.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Directors? Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013: (a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date; (c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) that the annual financial statements have been prepared on a going concern basis; (e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; (f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Related Party Transactions

The Board of Directors has adopted a policy on Related Party Transactions. The said Policy is available on Company?s website at https://www.bajajconsumercare.com/policies.php. The objective of the Policy is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties entered into or modified during the Financial Year were at arm?s length basis and in the ordinary course of the Company?s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee, except transactions which qualify under omnibus approval as permitted under the law. No material contracts or arrangements with related parties were entered into during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

Further, the Company has not entered into any transaction of a material nature with the Promoters, subsidiaries of Promoters, Directors, Key Managerial Personnel or their relatives etc. that may have potential conflict with the interests of the Company.

Transactions with Related Parties are disclosed in the notes to accounts annexed to the financial statements.

Internal Financial Controls

The Company has an internal financial control system commensurate with the size, requirements scale of its operations and the same has been operating effectively. These systems are designed keeping in view the nature of activities carried out at each location and various business operations. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company?s policies, safeguarding of Company?s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

(a) Statutory Auditors

Members of the Company at the 16th AGM held on August1, 2022, approved appointment of M/s. Chopra Vimal & Co, Chartered Accountants (Firm Registration No. 06456C), as the Statutory Auditors of the Company for a term of 5 years to hold the office from the conclusion of 16th AGM till the conclusion of 21st AGM of the Company. M/s. Chopra Vimal & Co. have confirmed and issued a certificate that they are within the limits specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of Listing Regulations, M/s. Chopra Vimal & Co., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (‘ICAI?).

The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualification and observations/comments given in the report of the Statutory Auditors read together with Notes to accounts being self-explanatory, hence do not call for any further explanation or comments under Section 134(f)(i) of the Act.

During the year under review, the auditors have not reported any fraud under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3)(c)(a) of the Act.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed Mr. Hitesh J Gupta, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer and is annexed herewith as Annexure-3 to this Directors? Report.

Cost Audit

The Ministry of Corporate Affairs vide Notification dated December 31, 2014, made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, the Company is exempted from the requirement of Cost Audit.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules made thereunder.

Corporate Governance Report and Certificate

In compliance with Regulation 34 read with Schedule V(C) of SEBI Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V(E) of SEBI Listing Regulations received from the Statutory Auditors of the Company, forms part of this Annual Report.

Compliance of Corporate Governance Standards of New York Stock Exchange (NYSE)

The Company, to achieve greater transparency and to comply with internationally prevalent norms of Corporate Governance, has voluntarily adopted Corporate Governance Standards codified in Section 303A of New York Stock Exchange (NYSE) Listed Company Manual. The details of the same and the steps taken by the Company are explained in the Corporate Governance Report.

Compliance of Secretarial Standards of ICSI

In terms of Section 118(10) of the Act, the Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government.

Business Responsibility and Sustainability Report

In compliance with SEBI Listing Regulations, Business Responsibility and Sustainability Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming a part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy which is available on Company?s website at https:// www.bajajconsumercare.com/policies.php.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-4 to this Directors? Report.

Annual Return

The Annual Return as provided under Section 92(3) of the Act and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://bajajconsumercare. com/general-meetings-postalballots-agm.php.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints, if any received regarding sexual harassment at workplace.

Thefollowingisthesummaryofsexualharassmentcomplaints received and disposed off during the year under review.

1. Number of Complaints received: Nil

2. Number of Complaints disposed off: NA.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required in terms of provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) ules, 2014 is annexed as Annexure-5 to this Directors? Report.

In terms of first proviso to Section 136(1) of the Act, the Directors Report is being sent excluding the information on employees? particulars mentioned in Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 19th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.

The Managing Director of the Company does not receive any remuneration and/or commission from the Company?s holding and/ or subsidiary companies.

Listing Agreement

In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015, the Company has executed a Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited, where Equity Shares of the Company are listed. Company has paid annual listing fees to both the Stock Exchanges.

Prohibition of Insider Trading

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and ‘Code of Fair Disclosure? of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organisation. The said codes are available on Company?s website at https://www.bajajconsumercare.com/policies.php. The ‘Trading Window? is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

General Disclosure

During the year under review: a) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Act and Rules made thereunder. b) the Company has not made any provisions of money or has not provided any loan to its employees for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Act and Rules made thereunder. c) the Company has not accepted any deposit from the public, pursuant to the Chapter V of the Act and Rules made thereunder. d) there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. e) there was no occasion where the Board has not accepted any recommendation of the Audit Committee.

f) no application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

Industrial Relations

Industrial relations have been cordial at all the manufacturing units of the Company.

Cautionary Statement

Statements in the Director?s report and the Management Discussion and Analysis Report describing the Company?s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company?s operations include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.

Acknowledgements

Your directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your directors also wish to place on record their deep sense of appreciation for the committed services by your Company?s employees. Your directors acknowledge with gratitude, the encouragement and support extended by our valued shareholders.