Your directors have pleasure in presenting the nineteenth Annual Report along with the audited standalone and
consolidated financial statements for Financial Year 2025-26 (or FY2026).

Company overview

Bajaj Finserv Ltd. ('BFS' or 'the Company'), is a public limited company incorporated on 30 April 2007 under
the Companies Act, 1956. Born out of the strategic demerger of Bajaj Auto Ltd. in 2008, BFS inherited a unique
blend of green energy assets (windmills) and a robust portfolio of financial services investments - laying
the foundation for a diversified financial powerhouse. The Company is listed on BSE Ltd. and National Stock
Exchange of India Ltd., and it stood at 20^th rank based on average market capitalisation as on 31 December
2025 as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the 'SEBI Listing Regulations').

As per the Core Investment Companies (Reserve Bank) Directions, 2025, the Company operates as an
Unregistered Core Investment Company (CIC) - with an asset base exceeding H 100 crore and not accessing
public fund. This regulatory framework empowers the Company to focus on strategic investments, with
90% of its capital deployed in group companies, of which 60% is in equity and equity equivalent investments.
This structure enables the Bajaj Group to maintain a unified brand identity while unlocking diverse opportunities
across financial services & technology enabled businesses conducted through its subsidiaries.

With innovation at its core and trust as its foundation, Bajaj Finserv's vision is to be a diversified financial
services group with a pan-India presence. There is no change in the nature of business carried out by the
Company. The Company is however expanding its scope within financial services offerings by setting up
Bajaj Alternate Investment Management Ltd. which will offer early-stage equity, real estate focused and other
Alternate Investment Funds from FY2027, subject to such regulatory approvals, as may be required.

Financial Results

The financial results of the Company are elaborated in the Management Discussion and Analysis.
The highlights of the standalone financial results are given below:

Closing balances in reserve/other equity:

Note: Details of changes in the above reserves can be seen in 'Statement of changes in equity'.
The highlights of the consolidated financial results are as under:

Operations

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

Dividend

Pursuant to the provisions of regulation 43A of the SEBI Listing Regulations, the Company has in place a
dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board
in determining the distribution of dividend to its shareholders and/or retaining profit earned. The said policy is
also available on the website of the Company athttps://www.aboutbajajfinserv.com/content/dam/bajajfinserv/
web/in/en/global/document/corporate/bfs-new/bfs-investor-relations/policies-and-codes/dividend-policy/
dividend-distribution-policy-BFS-V5.pdf

Further, there has been no change to any parameters in the dividend distribution policy during the year.

In accordance with the aforesaid policy, the Board, after taking into account various aspects and in compliance
with the said regulation, at its meeting held on 30 April 2026, has recommended, the payment of a final dividend
of H 1.50 per equity share (150%) of face value of H 1. This includes a special payout of H 0.20 per equity share
(20%), in celebration of 100 years of Bajaj Group.

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

The record date fixed for the purpose of declaration of above dividend is 30 June 2026.

The said dividend will be taxable in the hands of the members of the Company in accordance with the
applicable Income Tax provisions. For further details on taxability, please refer Notice of Annual General Meeting
('AGM').

Material changes and commitments

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

Governance of subsidiaries

Through robust institutional frameworks and the appointment of highly qualified and experienced board
members, the Company ensures that each subsidiary is aligned with long-term goals, operational excellence
and ethical governance.

Our engagement spans across:

• Long term strategies and annual business planning;

• Operating reviews;

• Risk management and oversight of financial controls;

• Remuneration and sustainability frameworks;

• Policies around employees and corporate conduct;

• Sharing of expertise; and

• Corporate governance.

This deep involvement empowers the Company to deliver on its mission of becoming the provider of choice of
financial services for every Indian.

The Board and its Committees maintain active oversight of subsidiary performance and risk exposure.

At every meeting, key developments and emerging risks across subsidiaries are reviewed, ensuring agility
and accountability.

Importantly, in line with SEBI Listing Regulations, an independent director from the Company serves on
the board of each unlisted material subsidiary, reinforcing transparency and governance across the Group.

The senior leadership team devotes significant time in helping subsidiaries to shape strategy and setting up
process for governance, assurance and risk mitigation and where necessary, by being non-executive director
on the Board.

Subsidiaries, associates and joint ventures

The Company does not have any associates and joint ventures. Further, during FY2026, BFDL ceased to be a
joint venture and became a wholly owned subsidiary of the Company. Additionally, during FY2026 no entity
ceased to be an associate or subsidiary of the Company.

A separate statement containing the salient features of the subsidiaries in the prescribed form AOC-1 is
attached to the consolidated financial statements.

The Company's policy for determination of material subsidiary, as adopted by the Board of Directors, in
conformity with regulation 16 of the SEBI Listing Regulations, is available on the Company's website and can
be accessed athttps://cms-assets.bajajfinserv.in/is/content/bajajfinance/policy-for-material-subsidiaries-
v3?scl=1 &fmt=pdf.

Acquisition of equity stake

• Acquisition of equity stake held by Allianz SE in Bajaj General and Bajaj Life:

Allianz SE held a 26% equity stake in both the insurance subsidiaries, namely Bajaj General and Bajaj Life.
During the year, pursuant to the share purchase agreements (SPAs) dated 17 March 2025 executed
amongst (a). the Company, Allianz SE and Bajaj General; and (b). the Company, Allianz SE and Bajaj Life,
each as amended ('Agreement'), the Company, along with Bajaj Holdings & Investment Ltd. and Jamnalal
Sons Pvt. Ltd. (the 'Promoter Group Companies'), completed the acquisition of a 23% equity stake held by
Allianz SE in each of Bajaj General and Bajaj Life on 8 January 2026. Consequent to the above acquisition,
the twenty-five-year old joint venture agreements between the Company and Allianz SE, in relation to Bajaj
General and Bajaj Life, respectively, were terminated with effect from 8 January 2026.

With respect to the balance 3% equity stake held by Allianz SE, the insurance subsidiaries offered a buyback
to their shareholders. Pursuant to the buyback offer, on 12 March 2026, Allianz SE tendered its entire
remaining equity stake of 3% in each of the insurance subsidiaries. Pursuant to the same, Allianz SE has
completely exited the two insurance joint ventures. The Company's shareholding in both Bajaj General and
Bajaj Life stands at 77.33%. The Company along with Promoter Group Companies, now collectively hold 100%
equity stake in each of the above insurance subsidiaries.

The said acquisition was completed after receiving necessary regulatory approvals including those from the
Competition Commission of India ('CCI') and the Insurance Regulatory and Development Authority of India
('IRDAI').

Further, in accordance with the SPAs and approval from the Registrar of Companies, the names of the
general insurance and life insurance subsidiary were changed to Bajaj General Insurance Ltd. and Bajaj Life
Insurance Ltd., respectively with effect from 7 October 2025.

Both the insurance subsidiaries seamlessly launched their new identity under the Bajaj brand with the theme
of 'Made in India, Made for India, Made by India'.

• Acquisition of equity stake held by Allianz SE in BFDL:

Pursuant to the share purchase agreement dated 17 March 2025 executed amongst the Company, Allianz
SE and BFDL ('Agreement'), the Company on 16 January 2026, had acquired from Allianz SE, remaining
50% equity stake held by Allianz SE in BFDL. The joint venture agreement between the Company and Allianz
SE, in relation to BFDL stands terminated with effect from 16 January 2026.

With the above acquisition, the Company holds 100% equity stake in BFDL. Further the name of the company
was changed to Bajaj Financial Distributors Ltd. with effect from 15 October 2025 and that of its wholly
owned subsidiary in the business of providing staffing solutions to Bajaj Staffing Solutions Ltd. with effect
from 14 October 2025.

Particulars of loans, guarantees or investments

Details of loans granted to subsidiaries are provided in the notes to financial statements, as required under the
provisions of section 186 of the Companies Act, 2013 (the 'Act').

Directors and Key Managerial Personnel

A. Change in Directorate:

i) Appointment:

Rajeev Jain (DIN: 01550158):

The Board, at its meeting held on 21 March 2025, based on the recommendation of Nomination
and Remuneration Committee (NRC), appointed Rajeev Jain (DIN: 01550158) as an additional
non-executive and non-independent director, liable to retire by rotation, effective from 1 April 2025.

Further, the aforesaid appointment was approved by the members by way of a resolution passed
through postal ballot on 17 May 2025.

ii) Director liable to retire by rotation*:

Rajiv Bajaj (DIN: 00018262) retires by rotation at the ensuing AGM, being eligible, offers himself for
re-appointment.

* Rajiv Bajaj vide his letter dated 5 June 2026, expressed his desire to step down from the Board and not to seek re-appointment at
the ensuing AGM. Accordingly, he will cease to be a Director of the Company upon retirement by rotation at the ensuing AGM.

B. Key managerial personnel ('KMP'):

There were no changes in KMP during the year.

Composition of Committees

The details of all the Board Committees including composition, attendance, terms of reference, etc.,
are provided under Report on Corporate Governance. Pursuant to section 135 and section 177 of the
Act, the composition of Audit Committee and Corporate Social Responsibility ('CSR') Committee are
provided hereunder:

Audit Committee:

The composition as on 31 March 2026 is as follows:

Further details on Audit Committee, brief terms of reference and attendance record of members are given in
the Report on Corporate Governance.

During FY2026, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility Committee

The composition as on 31 March 2026 is as follows:

The CSR obligation of the Company for FY2026 was H 0.69 crore. The Company spent ? 0.80 crore on its CSR
activities during FY2026.

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

Further details on CSR Policy, its salient features, brief terms of reference, attendance record of members and
details pertaining to spent and unspent amount are given in the Annual Report on CSR activities.

The CSR policy has been hosted on the website of the Company and can be accessed athttps://cms-assets.
bajajfinserv.in/is/content/bajajfinance/csr-policy-v7?scl=1&fmt=pdf.

Risk management approach and framework

RISK MANAGEMENT

As BFS is an unregistered CIC, there are no significant risks that arise other than those arising from

its material subsidiaries.

APPROACH

The primary approach of BFS's risk management is 'bottoms up', which is monitoring the risks
of material subsidiaries which individually or in aggregate could culminate into a key capital or

reputational risk for the Company.

FRAMEWORK

BFS engages with its subsidiaries to understand the nature of risks, the assessment of risks as
regards its criticality (severity and likelihood), mitigating actions and controls, monitoring and
reporting of the same on a periodical basis to its Risk Management Committee.

Each of the material subsidiaries have laid down processes for identification
of risks/risk events (including emerging risks such as AI risk and Data
Privacy), which include self-assessment by the risk owners, analysis of data,
internal audit observations, etc.

BFS identifies and assesses risks of its subsidiaries, which could materially
impact its capital and reputation, which would become key risks for BFS.

Risk mitigation options are usually considered in determining the suitable risk
treatment strategy by the subsidiaries. BFS periodically discusses the results/
status of mitigation activities on key risks with its subsidiaries.

Risks which have not been mitigated to an acceptable level are monitored
against the key risk indicators, which are periodically reviewed for
appropriateness by the subsidiaries. BFS reviews the outcome of monitoring
of key risks and the resulting action/ assessment by the subsidiaries.

Reporting to the Committee, inter-alia, include the key risks, business
continuity plan, etc. for BFS and its material subsidiaries.

Information on the development and implementation of a Risk Management Policy for the Company is given in
the Management Discussion and Analysis. The Board is of the opinion that there are no elements of risk that
may threaten the existence of the Company.

Number of Meetings of the Board

Six (6) meetings of the Board were held during FY2026. Details of the meetings and attendance thereat, form
part of the Report on Corporate Governance.

Independent Directors' Meeting

Pursuant to the Act and the SEBI Listing Regulations, the independent directors must hold at least one meeting
in a financial year without the presence of non-independent directors and members of the management.

Accordingly, independent directors met on 20 March 2026 and:

• noted the report of performance evaluation of the Board and its Committees for FY2026;

• reviewed the performance of non-independent directors and the Board as a whole;

• reviewed the performance of the Chairman of the Board, taking into account the views of non-executive
directors; and

• assessed the quality, quantity and timeliness of flow of information between the Company's Management
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Declaration by independent directors

All the independent directors have submitted a declaration of independence, stating that they meet the
criteria of independence provided under section 149(6) of the Act read with regulation 16 of the SEBI
Listing Regulations, as amended. They also confirmed compliance with the provisions of 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
the fulfillment of the prescribed criteria of independence, after undertaking due assessment of the veracity of
the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act read with rules
made thereunder and have complied with the code for independent directors prescribed in Schedule IV to
the Act.

Performance evaluation of the Board, its Committees and Directors

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

Further, as per Schedule IV of the Act and provisions of the SEBI Listing Regulations, the performance
evaluation of independent directors shall be done by the entire Board excluding the director being evaluated, on
the basis of performance and fulfilment of criteria of independence and their independence from Management.
On the basis of the report on performance evaluation, it shall be determined whether to extend or continue the
term of appointment of independent director.

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

The manner in which formal annual evaluation of performance was carried out by the Board for FY2026 is
given below:

• Based on the criteria approved by the Board, a questionnaire-cum-rating sheet was circulated for seeking
feedback of the directors with regards to the performance of the Board, its Committees, the Chairperson,
and individual directors.

• From the individual ratings received from the directors, a report on summary of ratings in respect of
performance evaluation and a consolidated report thereof were arrived at.

• The NRC reviewed the implementation and compliance of the performance evaluation at its meeting held on
20 March 2026.

• The report of performance evaluation so arrived at was then discussed and noted by the Board at its meeting
held on 20 March 2026.

• Based on the report and evaluation, the NRC and Board at their respective meetings, determined that the
term of all independent directors may continue.

• Details on the evaluation of the Board, non-independent directors, and Chairperson of the Company as
carried out by the independent directors at their separate meeting held on 20 March 2026 have been
furnished in a separate paragraph elsewhere in this Report.

• The evaluation criteria for Independent Directors as required under Chapter VI - D of the SEBI Master Circular
dated 30 January 2026 is available on the Company's website and can be accessed athttps://cms-assets.
bajajfinserv.in/is/content/bajajfinance/board-evaluation-criteria-1?scl=1 &fmt=pdf

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

Succession planning

The Company has in place a succession planning framework to address anticipated as well as unscheduled
changes in leadership. The said framework is re-evaluated and updated every year. The Company has several
programmes through which high performing talent are identified. Series of interventions and experiential
environments are organised to develop their leadership qualities and skills. In line with the principles
of governance, changes are planned from time to time in the Board of Directors, Committees and Top
Management as part of succession planning for long-term organisational resilience.

Remuneration Policy

Pursuant to section 178(3) of the Act and regulation 19(4) read with Part D of Schedule II of the SEBI Listing
Regulations, the Board has framed a Remuneration Policy. This policy, inter-alia, lays down:

• The criteria for determining qualifications, positive attributes and independence of directors; and

• Broad guidelines of compensation philosophy and structure for non-executive directors, key managerial
personnel and other employees.

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

Hitherto, Company has not paid any commission and sitting fees to its Independent Directors for attending
separate meetings. Considering the value addition from these meetings to Management and the Board as a
whole, the Board at its meeting held on 29 April 2025, has approved the payment of sitting fees of H 100,000
and Commission of H 300,000 per meeting, for separate meeting of Independent Directors. Consequently, the
policy was amended.

The said policy is available on the Company's website and can be accessed athttps://cms-assets.bajajfinserv.
in/is/content/bajajfinance/remuneration-policy-v7?scl=1 &fmt=pdf

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

Related party transactions

All contracts/arrangement/transactions entered by the Company during FY2026 with related parties were in
compliance with the applicable provisions of the Act and the SEBI Listing Regulations. Approval of the Audit
Committee was obtained for all related party transactions entered during FY2026 as per the Act and the SEBI
Listing Regulations. Such transactions are reviewed by the Audit Committee, on a quarterly basis.

The Company had engaged an independent consulting firm to review the transactions carried out with related
parties during FY2026, on the review, they opined that the transactions are at arm's length.

During the year under review, the Company has entered into one significant related party transaction, the
details of the same are mentioned below:

*Being erstwhile joint venture partner of the Company, was a related party to the two insurance subsidiaries. Hence, covered as related
party transaction under SEBI Listing Regulations.

All related party transactions entered during FY2026 were in the ordinary course of business, at arm's length
and not material under the Act and the SEBI Listing Regulations. None of the transactions required members'
prior approval under the Act or the SEBI Listing Regulations.

Details of transactions with related parties during FY2026 are provided in the notes to the financial statements.
There were no transaction requiring disclosure under section 134(3) (h) of the Act. Hence, the prescribed Form
AOC-2 does not form a part of this Report.

Annual Return

The Annual Return as provided under section 92(3) of the Act, in the prescribed form is hosted on the Company's
website and can be accessed athttps://www.aboutbajajfinserv.com/investor-relations-annual-reports

Employee stock options ('ESOP')

The Company offers stock options to select employees of the Company and its subsidiaries, in accordance with
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (the 'SBEB Regulations'), to foster a spirit of ownership and an entrepreneurial mindset. Because of
their nature, stock options help to build a holistic, long-term view of the business and a sustainability focus in
the senior management team. Stock options are granted to employees in managerial and leadership positions
upon achieving defined thresholds of performance and leadership behaviour. This has contributed to the active
involvement of the leadership and senior team who are motivated to ensure long-term success of the Company.
Your Company has a group talent management programme which seeks to provide employees to work across
group companies and thereby preparing them for future roles in a well-planned manner.

Grant of stock options also allows the Company to maintain the right balance between fixed pay, short-term
incentives and long-term incentives to effectively align with the risk considerations and build the focus on
consistent long-term results.

Bajaj Finserv Ltd. Employee Stock Option Scheme ('BFS ESOS') is in compliance with the SBEB Regulations and
there were no material changes in the scheme during the year. The same is available on Company's website
and can be accessed athttps://cms-assets.bajajfinserv.in/is/content/bajajfinance/esop-scheme-final-proof-
readpdf?scl=1 &fmt=pdf.

A statement giving details as at the year ended 31 March 2026, in terms of regulation 14 of SBEB Regulations
is available on the Company's website and can be accessed athttps://www.aboutbajajfinserv.com/investor-
relations-annual-reports.

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

The Company has not issued any sweat equity shares or equity shares with differential voting rights
during FY2026.

Share capital

The Authorised capital of the Company as on 31 March 2026 stood at H 200 crore consisting of 2,000,000,000
(Two hundred crore) equity shares of face value of H 1.

During the year, the Allotment Committee has allotted 1,151,123 and 2,736,768 equity shares of face value
H 1 to Bajaj Finserv ESOP Trust under the BFS ESOS on 7 May 2025 and 17 February 2026, respectively, thereby
increasing the paid-up capital from H 159.67 crore consisting of 1,596,662,097 (One hundred fifty nine crore
sixty six lakh sixty two thousand ninety seven) fully paid-up equity shares to H 160.05 crore consisting of
1,600,549,988 (One hundred sixty crore five lakh forty-nine thousand nine hundred eighty-eight) fully paid-up
equity shares.

During the year under review, there was no public issue, rights issue, bonus issue or preferential issue, etc.

Internal financial controls

Internal financial controls laid down by the Company are a systematic set of controls and procedures to ensure
orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records
and timely preparation of reliable financial information. Internal financial controls not only require the system to
be designed effectively but also to be tested for operating effectiveness periodically.

The Board reviewed the internal financial controls of the Company and is of the opinion that internal financial
controls with reference to the financial statements were adequate, operating effectively and are commensurate
with the size, scale and complexity of operations.

Internal Control Systems and their adequacy has been discussed in more detail in Management Discussion
and Analysis.

Audit

Statutory Audit

KKC & Associates LLP, Chartered Accountants, (Firm Registration No. 105146W/ W100621), the Statutory
Auditors of the Company have conducted audit of the financial statements of the Company for the FY2026.

The Audit Report given by the statutory auditors for FY2026 is unmodified i.e., it does not contain any
qualification, reservation or adverse remark or disclaimer.

Re-appointment of Statutory Auditors

Pursuant to section 139 of the Act and the rules made thereunder, based on the recommendation of the Audit
Committee, the Board at its meeting held on 30 April 2026, has recommended the re-appointment of KKC &
Associates LLP, Chartered Accountants, (Firm Registration Number: 105146W/W100621), as statutory auditors
of the Company, subject to the approval of the Members at the forthcoming 19th AGM, for a second term of
5 (five) consecutive years i.e., from the conclusion of 19th AGM till the conclusion of 24th AGM to conduct audit
of accounts of the Company till the financial year ended 31 March 2031.

Brief profile and other details of proposed statutory auditors, forms part of the Notice of AGM.

Secretarial Audit

Pursuant to regulation 24A(1) of the SEBI Listing Regulations, the Members at the 18th AGM held on 25 July
2025, approved the appointment of M/s. Makarand M. Joshi & Co. ('MMJC'), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditor of the Company for a term of 5 (five) consecutive years from
FY2026 till FY2030.

Pursuant to the provisions of section 204 of the Act, the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and regulation 24A(1) of the SEBI Listing Regulations, the secretarial
audit for FY2026 was conducted by MMJC. The report in the prescribed Form MR-3 is annexed to this Report.
The report is unmodified i.e., it does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, a report on annual secretarial compliance for
FY2026 has been issued by MMJC, and the same will be submitted with the stock exchanges within the given
timeframe. The report will also be made available on the website of the Company.

As per regulation 24A(1) of the SEBI Listing Regulations, a listed company is required to annex a secretarial
audit report of its material unlisted subsidiary to its Annual Report. In line with the same, the secretarial audit
reports of Bajaj Life and Bajaj General, for the FY2026 are annexed to this Report and also placed on Company's
website and can be accessed athttps://www.aboutbajajfinserv.com/investor-relations-annual-reports.

Cost Audit

In line with section 148 of the Act and the rules made thereunder, the Board of Directors on recommendation of
the Audit Committee, have re-appointed Dhananjay V Joshi & Associates (Firm Registration No. 000030), Cost
Accountants, to audit the cost records of the Company for FY2027.

The cost audit report for FY2025, was unmodified i.e., it does not contain any qualification, reservation, adverse
remark or disclaimer.

A resolution seeking members' ratification for the remuneration payable for FY2027 to the Cost Auditor is
included in the Notice of AGM.

Provisions relating to maintenance of cost records as specified by the Central Government under section 148 of
the Act, as applicable to the Company have been complied with for FY2026.

Internal audit

The internal audit is an integral part of corporate governance. The objective of internal audit is to identify,
assess and mitigate risks as well as to evaluate and contribute to the systems of internal controls and
governance processes followed by the Company. Key elements of internal audit are assurance on Controls,
Governance and Compliance, Risk Assessment and its Mitigation and Process Optimisation.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee.

The Audit Committee regularly reviews the adequacy of the internal audit structure, internal audit reports and
the adequacy and effectiveness of internal controls. Significant audit observations, corrective and preventive
actions thereon of the Company and its wholly owned subsidiaries are discussed by the Audit Committee on a
quarterly basis.

Whistle-blower policy/vigil mechanism

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

The concerns may be reported anonymously either through email or through a 'Confidential Feedback
Mechanism', which is reviewed by an Enforcement Committee comprising senior management representatives
from within the organisation. Pursuant to the Whistle-Blower Policy, a summary of incidents investigated,
actioned upon, founded and unfounded, if any, are reviewed by the Audit Committee.

Further, the Committee from time to time reviews the functioning of the whistle-blower mechanism
and measures taken by the Management to encourage employees to avail of the mechanism to report
unethical practice.

The whistle-blower policy is available on the website of the Company and can be accessed athttps://cms-
assets.bajajfinserv.in/is/content/bajajfinance/whistle-blower-policy-v3-3?scl=1 &fmt=pdf.

Compliance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibitionand Redressal) Act, 2013 ('POSH Act')

The Company is committed to creating a healthy working environment that enables employees to work without
fear of prejudice, gender discrimination and harassment. The Company believe that all employees have the right
to be treated with fairness and dignity.

The Company has a policy on prevention of sexual harassment at the workplace. The policy is gender neutral
and it has been framed in accordance with the provisions of the POSH Act and rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under POSH Act. The policy is available on Company's website and can be accessed athttps://cms-assets.
bajajfinserv.in/is/content/bajajfinance/prevention-of-sexural-harassment-at-workplace-v4?scl=1 &fmt=pdf.

Details of the complaints received during the year are as under:

Business Responsibility and Sustainability Report ('BRSR')

In accordance with the SEBI Master Circular dated 30 January 2026 and the amendments to the SEBI
Listing Regulations, the top 1,000 listed entities by market capitalisation are required to submit the Business
Responsibility and Sustainability Report ('BRSR'), as part of their Annual Report.

SEBI has further introduced the BRSR Core, a focused sub-set of the BRSR comprising Key Performance
Indicators (KPIs) across nine Environmental, Social, and Governance (ESG) attributes. As per the glide path
outlined in the circular, the top 500 listed entities are mandated to obtain reasonable assurance on the BRSR
Core as per the format prescribed by SEBI.

Accordingly, SGS India Pvt. Ltd., assurance provider, has provided the following:

• Reasonable assurance for the BRSR Core, and

• Limited assurance for the remaining BRSR disclosures, in alignment with SEBI's requirements.

The BRSR, prepared in the format prescribed by SEBI, is annexed to the Company's Annual Report.

Additionally, the Company has adopted a Policy for Responsible and Sustainable Business Conduct which is
available on the Company's website and can be accessed athttps://cms-assets.bajajfinserv.in/is/content/
bajajfinance/responsible-and-sustainable-business-conduct-policy-v4?scl=1&fmt=pdf.

A detailed ESG Report describing various initiatives, actions and process of the Company towards the ESG
endeavour can be accessed athttps://www.aboutbajajfinserv.com/impact-environmental-social-and-
governance.

Significant and material orders by Regulators or Courts or Tribunals

There were no significant or material orders passed by any regulators or courts or tribunals, impacting the going
concern status and Company's operations in future.

Conservation of energy

The Company being an unregistered CIC, does not manufacture products and therefore, does not discharge
effluents directly. However, the Company has windfarms in addition to its financial services activities which
produces green energy. The Company produces more renewable energy through these windfarms than the
energy consumed by the entire group. Details of these measures and their outcomes are provided in the
Business Responsibility and Sustainability Report.

Technology absorption

The details pertaining to technology absorption have been explained in the Management Discussion
and Analysis.

Considering the nature of services and businesses, no specific amount of expenditure is earmarked for
Research and Development. However, the Company on an ongoing basis strives for various improvements in
the products, platforms and processes. On future technology adoption, the Company along with its subsidiaries
endeavours to pioneer adoption of Artificial Intelligence (A) in the financial services space and accordingly is
running a series of AI projects across its companies.

Foreign exchange earnings and outgo

During FY2026, the Company did not have foreign exchange earnings. The foreign exchange outgo in terms of
actual outflow in FY2026 amounted to H 55.57 crore, as against H 371.43 crore in FY2025.

Corporate governance

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

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

A certificate from the secretarial auditor of the Company regarding compliance of conditions of corporate
governance is annexed to this Report and it does not have any observations.

Secretarial standards of ICSI

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India,
as amended.

Other Statutory Disclosures

• In this Report, any reference to the statutory or regulatory guidelines, acts, circulars, regulations,
notifications and directions, unless the context otherwise requires, be construed to include any amendments,
modifications, updations or re-enactment thereof as the case may be.

• The financial statements of the Company and its subsidiaries are placed on the Company's website and be
accessed athttps://www.aboutbajajfinserv.com/investor-relations-annual-reports.

• Details as required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended containing, inter-alia, the ratio

of remuneration of directors to median remuneration of employees, percentage increase in the median
remuneration, are annexed to this Report.

• Disclosure as required under section 197(14): Sanjiv Bajaj (DIN: 00014615), who is also the Non-executive,
Chairman of Bajaj Finance Ltd. ('BFL') and Bajaj Housing Finance Ltd. ('BHFL') has been paid sitting fees and
commission as follows:

*will be payable post adoption of financial statements for FY2026.

He is entitled for sitting fees and commission in line with the remuneration policy and as determined by NRC/

Board from time to time in BHFL and BFL. He does not draw any remuneration from any other subsidiary of

which he is a non-executive director.

• As on 31 March 2026, the Company had 169 permanent employees, comprising 108 male and 61
female employees.

• Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as
prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, containing details prescribed under rule 5(3) of the said rules, which form part of this Report,
will be made available to any member on request, as per provisions of section 136(1) of the Act.

• The auditors, i.e., statutory auditor, secretarial auditor and cost auditor have not reported any matter under
section 143(12) of the Act and therefore, no details are required to be disclosed under section 134(3) (ca) of
the Act.

• The Company remains committed to supporting working mothers and promoting a gender-inclusive
workplace. The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

• There is no change in the nature of business of the Company during FY2026.

• Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code
2016, during FY2026 against the Company.

• The Company has neither accepted any deposits covered under Chapter V of the Act during the year under
review nor has ever accepted.

• The voting rights are exercised directly by the employees in respect of shares allotted under the Employee
Stock Option Scheme of the Company. Thus, the disclosure requirements pursuant to rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

• The Company has in place various Board approved policies pursuant to Act and SEBI Regulations.

These policies are reviewed from time to time keeping in view the operational requirements and the
extant regulations.

• During FY2026, there was no instance of one-time settlement with Banks or Financial Institutions.

Therefore, as per rule 8(5) (xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation
at the time of one-time settlement and valuation done while taking loan from the Banks or Financial
Institutions are not reported.

Directors' responsibility statement

In accordance with the provisions of section 134(3) (c) of the Act and based on the information provided by the
management, the directors state that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures where applicable;

ii. they have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profits of the Company for FY2026;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

v. they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

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

Acknowledgement

The Board of Directors places its gratitude and appreciation for the support and co-operation from its
members, the Securities and Exchange Board of India, BSE Ltd., National Stock Exchange of India Ltd., the
Registrar to an issue and Share Transfer Agent, the Depositories and other regulators.

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

On behalf of the Board of Directors
Sanjiv Bajaj

Chairman & Managing Director
DIN: 00014615

Pune: 30 April 2026

1

Material subsidiary of the Company within the meaning of the SEBI Listing Regulations.

2

On fully diluted basis.

3

Became subsidiary during the year.