Dear Members,

The Board of Directors is pleased to present the Twentieth Annual Report of Bajaj Consumer Care Limited ("BCCL" or "the Company") for the financial year ended March 31, 2026.

In compliance with the applicable provisions of the 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, 2025 to March 31,2026.

The summarised Standalone financial results of the Company for the Financial Year ended March 31,2026 are presented below:

Du11ng the period under review, the Company recorded total revenue of INR 1 1 1,779.90 lakh as compared to 97,829.27 lakh in the previous year. Profit before Tax was INR 23,4-79.99 lakh as against INR 15,769.03 lakh in the previous year. The Profit after Tax stood at INR 19,373.06 lakh as compared to the Profit after Tax of INR 13,013.87 lakh in the previous year. The opera t ions and financial results of the Company a re elaborated in the Management Discussion and Analysis Report.

There are no rnatei lal changes & commitments which affects the financial position of the Company between the end of financial year 2025-26 and the date of this report. Further, there is no change in the nature of business of the Company.

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

Your Company's dividend distribution philosophy aims to appropriately reward shareholders through distribution of profits while ensuring sufficient funds are retained for growth and strategic initiatives. Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has formulated a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board while declaring dividends. The said Policy is available on the Company's website and can be accessed using the link: https://www.baiaiconsurnercare.corn/policies.php

The Board of Dnectors has not recommended any dividend for the financial year under review.

The paid-up EquityShare Capitalof the Company as on March 31, 2026 was Rs. 13,06,18,321 divided into 13,06,18,321 equity shares of Re. 1/- each as against Rs. 13,70,52,803 divided into 13,70,52,803 equity shares of Re. 1/- each as on March 31, 2025.

During the year under review, the company has extinguished 64-,34-,4-82 equity shares pursuant to the buyback approved by the Board of Directors at its meeting held on July 24, 2025 and the shareholders vide postal ballot, result of which was declared on August 29, 2025.

The Board of Directors of the Company, at its meeting held on July 2k, 2025, approved the buyback of up to 64,34,482 (Sixty Four Lakh Thirty Four Thousand Four Hundred Eighty Two) Equity Shares, representing 4.69% of the total number of Equity Shares in the paid-up equity share capital of the Company as at March 31, 2025, from the shareholders/ beneficial owners of Equity Shares as on the Record Date, i.e., Friday, September 5, 2025, on a proportionate basis through the "tender offer" process, in accordance with the SEBI (Buy- Back of Securities) Regulations, 2018, 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 18,660 Lakh (Indian Rupees Eighteen Thousand Six Hundred and Sixty Lakh only) ("Buyback Offer Size").

The Buyback Offer Size excludes transaction costs. The Buyback Offer Size represented 23.70% and 24.88% of the aggregate of the Company's fully paid-up equity share capital and free reserves as per the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, respectively, being the latest audited financial statements available as on the date of the Board meeting approving the Buyback.

The Company adopted the tender offer route for the purpose of the Buyback. The Buyback was implemented through the "Mechanism for acquisition of shares through Stock Exchange" in accordance with the applicable provisions of the SEBI (Buy-Back of Securities) Regulations, 2018 and the relevant circulars issued by the Securities and Exchange Board of India ("SEBI"), including Circular No. CIR/CFD/ POLICYCELL/1/2015 dated April 13, 2015, Circular No. CFD/ DCR2/CIR/P/2016/131 dated December 9, 2016, and Circular No. SEBI/HO/CFD/DCR-lll/CIR/P/2021/615 dated August 13, 2021, as amended from time to time, and such other circulars or notifications as may be applicable.

The Buyback opened on Thursday September 1 1, 2025 and closed on Wednesday September 17, 2025.

Pursuant to the Buyback, 64,34,482 (Sixty-Four Lakh Thirty- Four Thousand Four Hundred Eighty-Two) Equity Shares were bought back at a price of INR 290/- (Indian Rupees Two Hundred and Ninety only) per Equity Share.

The total amount utilised for the Buyback was INR 18,660 Lakh (Indian Rupees Eighteen Thousand Six Hundred and Sixty Lakh only), excluding transaction costs.

The Board of Directors of the Company, at its meeting held on February 14, 2025, approved the execution of a Share Purchase-cum-Shareholders' Agreement ("SPSHA") with Peepul Capital Fund III LLC, Vishal Personal Care Private Limited ("Target Company") and other parties, for the acquisition of 100% of the equity share capital of the Target Company in two tranches, comprising 49% (forty-nine percent) in the first tranche and the remaining 51% (fifty-one percent) in the second tranche.

The Company acquired 49% of the equity share capital in the first tranche, pursuant to which the Target Company became an Associate Company of the Company with effect from March 10, 2025. During the current financial year, the Company acquired the remaining 51% of the equity share capital, and consequently, Vishal Personal Care Private Limited became a wholly owned subsidiary of the Company with effect from May 16, 2025.

During May 2025, the Company completed the acquisition of the remaining 51% stake in Vishal Personal Care Limited ("VPCL"), consequent to which VPCL became a wholly owned subsidiary of the Company.

VPCL operates through two distinct segments, namely: (i) Manufacturing and Distribution of Consumer Products, comprising the manufacture, distribution and sale of products across skin care, body care and hair care categories; and (ii) Trademark Licensing and Other Business. These segments have distinct risk-return profiles, operational dynamics and growth drivers.

In line with the Company's strategy to enhance operational efficiency and create long-term value, the Board of Directors, at its meeting held on July 24, 2025, approved a Scheme of Demerger for the transfer of the Manufacturing and Distribution business of VPCL to Bajaj Consumer Care Limited ("BCCL" or the "Company").

The proposed demerger is expected to, inter alia, enable sharper business focus, drive operational synergies, improve resource utilization and result in cost efficiencies. It is also expected to enhance the Company's market reach, strengthen cash flows and create greater value for stakeholders.

The Scheme of Arrangement between VPCL and BCCL, under Sections 230 to 232 of the Companies Act, 2013, provides for the transfer of the Manufacturing and Distribution undertaking of VPCL to the Company on a going concern basis, with an appointed date of March 15, 2025 (or such other date as may be approved by the Hon'ble National Company Law Tribunal ("NCLT").

The Scheme has received approval from the Hon'ble NCLT, Jaipur. Upon the Scheme becoming effective, all assets, liabilities, employees, contracts and other business elements pertaining to the said undertaking shall stand transferred to and vested in the Company.

The transaction will be accounted for in accordance with applicable accounting standards using the pooling of interest method, with assets and liabilities recorded at their existing book values.

The residual business of VPCL, primarily relating to trademark licensing and allied activities, will continue to remain with VPCL. As VPCL is a wholly owned subsidiary, the Scheme does not involve any issuance of shares or cash consideration.

The Members of the Company, at the Annual General Meeting held on July 23, 2018, approved the Employee Restricted Stock Unit Plan, 2018 ("RSU 2018"), authorising the grant of not more than 7,37,500 restricted stock units to eligible employees, in one or more tranches, with each unit conferring a i ight to apply for one Equity Share of the Company, subject to the terms and conditions of the Plan.

The disclosures as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are annexed to this Report as Annexure-1 and are also available on the website of the Company at https://www. baiaiconsurnercare.corn/policies.

Details of loans, guarantees and investments covered undei the provisions of Section 186 of the Companies Act, 2013 are provided in the Notes to the Financial Statements forming part of this Annual Report.

As on March 31,2026, 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 (wholly owned subsidiary)

Out of the above subsidiaries, Uptown Properties and Leasing Private Limited is a "Material Subsidiary" in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy for Determining Material Subsidiaries, as approved by the Board, is available on the website of the Company at https://www.baiaiconsurnercare. com/policies.php.

Pursuant to the provisions of Section 129 of the Act read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Company's subsidiaries, in the prescribed Form AOC- 1, is attached to the financial statements forming part of this Annual Report.

During the Financial Year ended March 31, 2026, the net Loss of Uptown was INR 24.84 lakh as against net loss of INR 26.24 lakh of the previous Financial Year.

The Company is into the business of construction and leasing of commercial space.

During the financial year ended March31,2026, BBL achieved total revenue of INR 1,495.56 lakh in FY 2025-26 as compared to INR 1426.31 lakh in previous financial year. Net loss for the current FY 2025-26 was at INR 13.52 lakh as against net loss of INR 224.68 lakh of the previous financial year.

Dunng the financial year ended March 31, 2026, FZE achieved total revenue of INR1,562.71 lakh as compared to INR 1,800.92 lakh of the previous financial year. Net Loss for the current FY 2025-26 was INR 336.59 lakh as against net loss of INR 291.36 lakh of the previous financial year.

VPCL became a fully owned subsidiary of BCCL with effect from 16 May 2025. Thereafter VPCL achieved total revenue of INR 5,118.96 lakh. Net loss for the penod was I NR 38.96 lakh. Consequently, the financial performance for FY 2025-26 is not comparable with that of the previous financial year. The other details have been provided in AOC-1.

The Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards prescribed bythe Ministry of Corporate Affairs and form part of this Annual Report.

In accordance with Section 136 of the Act, the audited standalone and consolidated financial statements of the Company, together with the audited financial statements of each of its subsidiaries and all other documents required to be attached thereto, are available on the website of the Company at https://www.baiaiconsurnercare.corn/financial-result.

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 20th Annual General Meeting ("AGM").

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

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. baiaiconsurnercare.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, 20U and the various notifications/ circulars issued bythe Ministry of Corporate Affairs, the Company has spent Rs. 345.70 lakh on permitted CSR activities through Kamalnayan Jarnnalal 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.

The Company, like any other enterprise, is exposed to various business risks, both internal and external in nature. One of the key i isks faced in the current business environment is the wide and frequent fluctuation in the prices of raw materials. Any significant increase in raw material costs may exert pressure on the Company's operating margins.

Further, inflationary trends in the economy and adverse macroeconomic developments may impact consumer spending power. This could lead to down-trading from branded to non-branded products, which may, in turn, affect the Company's operating performance.

The Company operates in a highly competitive FMCG market, where competitors may possess greater financial strength to invest aggressively in advertising and marketing, as well as greater flexibility to respond swiftly to changing economic and business conditions. An increase in competitive intensity may have a material adverse impact on the Company's market share and sales performance.

Additionally, any unexpected changes in the regulatory framework, including those relating to fiscal benefits and other related matters, may affect the Company's operations and profitability.

A key determinant of the Company's ability to create sustainable value lies in itscapacityandwillingnessto identify, assume, and manage risks effectively and efficiently. The Company remains fully cognizant of the aforementioned risks and, as part of its business strategy has established appropriate mechanisms to mitigate them through timely and proactive action.

The Company has implemented a robust Business Risk Management (BRM) framework designed to identify and evaluate business risks and opportunities. The framework aims to enhance transparency minimise potential adverse impacts on business objectives, and strengthen the Company's competitive advantage. The details of the Risk Management Policy are available on the Company's website at https://www.baiaiconsumercare.com/policies.

In the opinion of the Board of Directors, none of the above- mentioned risks threaten the existence of the Company.

The Company has adopted a Whistle-Blower Policy for Du ectors, employees and business partners to report genuine concerns, unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct.

The mechanism provides for adequate safeguards against victimisation of persons who avail of the facility and ensures direct access to the Chairperson of the Audit Committee in appropi late or exceptional cases. The Company affirms that no personnel have been denied access to the Audit Committee.

The detailed framework and functioning of the Vigil Mechanism are elaborately described in the Corporate Governance Report forming part of this Annual Report. The Whistle-Blower Policy is available on the Company's website at https://www.baiaiconsurnercare.corn/policies.

Further, the Company's Code of Conduct reinforces its commitment to ethical business practices and integrity. The Code clearly defines the standards of behaviour expected from Directors and employees and outlines the processes for addressing and resolving any breaches thereof.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of Directors, on the recommendation of the Nomination, Remuneration and Corporate Governance Committee, has formulated and adopted a Nomination and Remuneration Policy.

The Policy lays down the criteria for appointment, reappointment and removal of Directors, Key Managerial Personnel and Senior Management personnel. It also sets out the framework for remuneration, performance evaluation, and succession planning. Further, the Policy includes the criteria for determining qualifications, positive attributes, independence of Directors and other matters as prescribed under Section 178(3) of the Act and applicable SEBI Listing Regulations.

The Committee is also entrusted with the responsibility of developing and recommending to the Board a set of Corporate Governance Guidelines to strengthen governance practices within the Company.

The Nomination and Remuneration Policy is available on the Company's website at at https:www.baiaiconsurnercare. com/policies.php.

The salient features of the Nomination and Remuneration Policy are as follows:

• To identify individuals who are qualified to become Directors and members of Senior Management, in accordance with the criteria approved by the Board, and to periodically review the structure, composition,

functioning and performance of the Board, its Committees and Senior Management, and recommend changes, as considered necessary;

• To recommend to the Board the appointment of new Directors in the event of resignation of existing Directors or pursuant to a planned expansion of the Board;

• To recommend to the Board the composition of various Committees of the Board;

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

• To determine the criteria for qualifications, positive attributes and independence of Directors;

• To recommend to the Board a 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 performance evaluation of the Board, its Committees and the Management;

• To review the Company's policies and processes in key areas of Corporate Governance, other than those specifically assigned to other Board Committees, with a view to ensuring adherence to best governance practices;

• To examine the impact of significant regulatory and statutory changes affecting the governance practices of the Company and recommend appropriate measures for implementation;

• To regularly review and strengthen the Company's organisational health by improving the hiring, retention, motivation, development, deployment and conduct 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. It evaluates the compensation structure and recommends to the Board all forms of remuneration payable to Directors, Key ManagerialPersonnel, Senor Management and other employees of the Company.

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company the Board of Directors, based on the recommendation of the Nomination,

Remuneration and Corporate Governance Committee, at its meeting held on May 5, 2025, approved the re-appointment of Mr. Surmt Malhotra (DIN: 02183825) as a Non-Executive, Non-Independent Director of the Company for a term of five (5) years with effect from July 1, 2025, subject to the approval of the Members at the ensuing Annual General Meeting.

Further, the Members of the Company at the 19th Annual General Meeting held on August 1 1, 2025, approved the reappointment of Mr. Surmt Malhotra as a Non-Executive, Non- Independent Director of the Company for a penod of five (5) years with effect from July 1, 2025.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act, not less than two- thiids of the total number of Directors, excluding Independent Directors, are liable to retire by rotation. One-third of these Directors are requii ed to retire at every Annual General Meeting and, being eligible, may offer themselves for re-appointrnent.

At the ensuing Annual General Meeting ("AGM"), Mr. Kushagra Bajaj (DIN: 00017575), Director of the Company, retires by rotation and being eligible, has offered himself for re-appointment.

A bi lef profile of Mr. Kushagra Bajaj along with the additional disclosures required pursuant to Regulation 36(3) of the SEB Listing Regulations and the applicable Secretarial Standards on General Meetings, is provided in the Annexure to the Notice convening the AGM.

The Board of Directors recommends his re-appointment for the approval of the Members at the ensuing AGM.

The Board of Directors met six (6) tunes during the financial year 2025-26 on May 5, 2025, June 24, 2025, July 24, 2025, August 11, 2025, November 10, 2025 and January 21, 2026. The maximum interval between any two meetings aid not exceed one hundred and twenty (120) days, as prescribed under Regulation 17 of the SEBI Listing Regulations, Section 173 of the Act and the Secretarial Standard on Meetings of the Board of Directors.

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of Directors carried out an annual evaluation of its own performance, the performance of its committees and that of individual Directors, including the Chairman of the Board.

The Nomination, Remuneration & Corporate Governance Committee has defined the criter la forevaluation of the Board, its Committees and Directors. The evaluation was conducted through a structured questionnane prepared separately foi the Board, Committees, Chanman and individual Directors, covering various aspects of performance and effectiveness.

The Board's performance was evaluated on parameters including, inter alia, degree of fulfilment of key responsibilities, Board structure and composition, establishment and effective functioning of Committees, delineation of roles and responsibilities, effectiveness of Board processes, quality and timeliness of information flow and overall governance oversight.

The performance of individual Directors was evaluated on parameters such as attendance and active participation in Board and Committee Meetings, contribution to discussions and decisionmaking, guidance and support to management, professional qualifications, experience, knowledge and competency, independence of judgment, integrity, adherence to the Company's Code of Conduct and, in case of Independent Directors, compliance with the Code for Independent Directors preserved under the Act.

The Chairman was evaluated, inter alia, on leadership qualities, setting the strategicagenda of the Board, promoting open and constructive discussions, encouraging active participation by all Directors and ensuring effective decisionmaking processes.

The Committees of the Board were assessed on the degree of fulfilment of their key responsibilities, adequacy of composition, effectiveness of meetings and compliance with applicable statutory requirements.

In a separate meeting of Independent Directors, performance of the Chairman and Non-Independent Directors was evaluated, and the Independent Directors also reviewed the performance of the Board as a whole. The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Directors expressed satisfaction with the evaluation process and its outcomes.

The detailed policy on evaluation of the Board's performance is available on the Company's website at https://www. baiaiconsumercare.com/policies.php.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a

programme for familiarising the Independent Directors with their roles, rights, and responsibilities within the Company, as well as the nature of the industry in which the Company operates, through various initiatives. The details of the aforesaid programme are available on the Company's website at https://www.bajajconsumercare.com/investors- farniliai ization-proaramme.

The current composition of the Audit Committee comprises the 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

A. Ms. Lilian Jessie Paul [Independent

Director], Membei

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

1. Mr. Jagdish Acharya [Independent Director],

Chairman of the Committee

2. Mr. Anuparn Dutta [Independent Director], Member

3. Ms. Lilian Jessie Paul [Independent

Director], Member

The current composition of the Stakeholders Relationship Committee comprises the following members:

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

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

3. Mr. Naveen Pandey [Non-Independent, Executive Director], Member

A. Mr. Surnit Malhotra [Non-Executive, Non- ndependent Director], Member

5. Mr. Virnal Chandra Nagori [Non-Executive, Non- ndependent Director], Member

The current composition of the Corporate Social Responsibility Committee comprises the following members:

1. Mr. Jagdish Acharya [Independent Director],

Chairman of the Committee

2. Mr. Naveen Pandey [Non-Independent, Executive

Director], Member

3. Mr. Surnit Malhotra [Non-Executive, Non-

Independent Director], Member

A. Mr. Virnal Chandra Nagori [Non-Executive, Non- Independent Director], Member

The current composition of the Risk Management & ESG

Committee comprises the following members:

1. Mr. Anupam Dutta [Independent Director],

Chairman of the Committee

2. Mr. Naveen Pandey [Non-Independent, Executive Director], Member

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

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

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

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

2. Mr. Naveen Pandey [Non-Independent, Executive Director], Member

3. Mr Virnal Chandra Nagori [Non-Executive, Non- ndependent Director], Member

Mr. Naveen Pandey (DIN: 0958A377) was appointed as Managing Director of the Company w.e.f. July 01, 2025 for a period of five consecutive years till June 30, 2030 pursuant to retirement of Mr. Jaideep Nandi (DIN: 06938A80) as Managing Director w.e.f. June 30, 2025 upon completion of his term of five years. The board comprises the following Directors as on March 31,2026:

Mr. Kushagra Bajaj, Non-Executive Chairman

Mr. Naveen Pandey, 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. Naveen Pandey, Managing Director

Mr. D. K. Maloo, Chief Financial Officer

Mr. Vivek Mishra, Head-Legal & Company Secretary

The Independent Directors of the Company have submitted declaration of Independence confirming that they meet the criteria of independence under Section 14-9(6) of the Act 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 could impair or impact their ability to discharge their duties with 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 Dnectors' registration with the databank maintained by The Indian Institute of Corporate Affairs ('MCA') and online proficiency self-assessrnent 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.

To the best of then 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 Act:

(a) that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with pro per exp la nation relating to rnatei ia l 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 31,2026 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.

The Board of Directors has adopted a Policy on Related Party Transactions. The Policy is available on the Company's website at https://www.baiaiconsumercare.com/policies.php.

The Policy sets out the mechanism for identification, review, approval, disclosure and reporting of related party transactions in compliance with applicable laws and regulatory requn ements.

During the Financial Year under review, all contracts/ arrangements/transactions entered into or modified with related parties were in the ordinary course of business and on an arm's length basis. All such transactions were placed before the Audit Committee for prior approval, except those covered under omnibus approval granted in accordance with applicable provisions of the Act and SEBI LODR.

No material related party transactions were entered into during the Financial Year. Further, the Company has not entered into any transaction of a material nature with its Promoters, subsidiaries of Promoters, Directors, Key Managerial Personnel or their relatives that may have a potential conflict with the interests of the Company.

Accordingly, the disclosure of related party transactions in Form AOC-2, as required under Section 134(3)(h) of the Act

read with Rule 8(2) of the Companies (Accounts) Rules, 2014-, is not applicable for the Financial Year under review.

Details of related party transactions, as required under the applicable accounting standards, form part of the notes to the financial statements included in this Annual Report.

The Company has established an internal financial control system commensurate with the size, scale and complexity of its operations, and such controls are operating effectively.

The internal financial control framework has been designed considering the nature of activities carried out at various locations and across business operations. These controls provide reasonable assurance with regard to the orderly and efficient conduct of business, adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, and the accuracy and completeness of accounting records, including the timely preparation of reliable financial information.

The Internal Auditor periodically evaluates the adequacy and effectiveness of the internal control systems, accounting procedures and policies adopted by the Company. Based on the internal audit reports, the respective process owners undertake necessary corrective actions to strengthen the control environment.

Significant audit observations and the status of corrective actions thereon are placed before the Audit Committee of the Board for its review and oversight.

The Members of the Company at the 16th Annual General Meeting ("AGM") held on August 1, 2022 approved the appointment of M/s. Chopra Virnal & Co., Chartered Accountants (Firm Registration No. 06456C), as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 16th AGM until the conclusion of the 21st AGM of the Company.

M/s. Chopra Virnal & Co. have confirmed that they are within the limits prescribed under Section 14-1 (3)(g) of the Act and are not disqualified from being appointed as Statutory Auditors in terms of Sections 139 and U1 of the Act read with the Companies (Audit and Auditors) Rules, 20U.

As required under Regulation 33(1 )(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India ("ICAI").

The Report of the Statutory Auditors on the financial statements for the Financial Year under review does not contain any qualification, reservation, adverse remark or disclaimer. The observations, if any, contained in the Auditor's Report read together with the notes to the financial statements are self-explanatory and therefore do not call for any further explanation pursuant to Section 134-(3)(f) of the Act.

During the Financial Year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Act. Accordingly, no details are required to be disclosed under Section 134(3)(c) (a) of the Act.

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Members of the Company have approved the appointment of Mr. Hitesh J. Gupta, Practicing Company Secretary (Firm Registration No. I2013MH1 107800), as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from April 1, 2025 up to March 31, 2030 to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the Financial Year under review, issued by the Secretarial Auditor, does not contain any qualification, reservation, adverse remark or disclaimer and is annexed herewith as Annexure - 3 to this Director's Report.

The Ministry of Corporate Affairs, vide its Notification dated December 31, 2014, amended the Companies (Cost Records and Audit) Rules, 2014 through the Companies (Cost Records and Audit) Amendment Rules, 2014.

In terms of the said Amendment Rules and considering the nature of the Company's business activities, the Company is not required to maintain cost records orto have its cost records

audited for the Financial Year under review. Accordingly, the requirement of Cost Audit is not applicable to the Company.

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 14-3(12) of the Act and Rules made thereunder.

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.

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.

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

In compliance with SEBI Listing Regulations, Business Responsibility and Sustainability Report detailing the vai ious initiatives taken by the Company on environmental, socialand 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.baiaiconsurnercare.com/policies.php.

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo as requ ned under Sect ion 134(3)(rn) of the read with Rule 8(3) of the Companies (Accounts) Rules, 20U is annexed herewith as Annexure-4 to this Diiectors' Repoi t.

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, 20U, is available on the website of the Company at httpsY/bajajconsurnercare. corn/qeneral-meetinqsmostalballots-aqm.php.

The Company has in place a policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Flarassrnent 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.

The following is the summary of sexual harassment complaints received and disposed off during the year under review.

1. Number of Complaints received: 1

2. Number of Complaints disposed off: 1.

The disclosures pertaining to remuneration and other 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. are provided in Annexure-5 forming part of this Directors' Repoi t.

In accordance with the first proviso to Section 136(1) of the Act, the Directors' Report is being cnculated to the Members excluding the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement 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 Flolidays, up to the date of the 20th Annual General Meeting (AGM).

Any Member interested in obtaining a copy of the said statement or inspecting the same may write to the Company Secretary in advance.

Further, it is hereby coi Firmed that the Managing Director of the Company does not receive any remuneration or commission from the Company's holding and/or subsidiary companies.

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.

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.baiajconsumercare. corn/pol i cies.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.

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 A3 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 creditoi or by the Company itself under the IBC before the NCLT.

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

Statements contained in the Directors' Report and the Management Discussion and Analysis Report describing the Company's objectives, expectations, estimates or predictions may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed or implied in such statements due to various risks and uncertainties. Important factors that could influence the Company's operations and performance include, but are not limited to, global and domestic demand and supply conditions affecting selling prices, capacity additions, availability and cost of critical raw materials, changes in government policies and tax laws, economic conditions and development within the country, and other factors material to the Company's business operations.

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.