Your directors have pleasure in presenting their Ninety Fourth Annual Report of Bajaj Hindusthan Sugar
Limited along with audited financial statements for the year ended March 31, 2026.

Financial highlights

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

On a standalone basis, the Company achieved a turnover (including other income) of ' 5,441.05 crore for
the year ended March 31, 2026 as compared to ' 5,559.39 crore in the previous year. The profit after tax is
' 137.96 crore as compared to ' (751.14) crore in the previous year. On a consolidated basis, the turnover
including other income is ' 5,476.96 crore as compared to ' 5,592.79 crore in the previous year. The profit
after tax net of minority interest is ' 126.63 crore as against loss of ' (779.09) crore in the previous year.

During the year ended March 31,2026, the Company implemented the approved Resolution Plan pursuant
to which Yield to Maturity (YTM) obligations aggregating to ' 3,584.95 crore and Right of Recompense (RoR)
obligations aggregating to ' 485.60 crore accrued up to March 31, 2025 under the earlier restructuring
arrangements, were quantified and settled. Historically, the Company had not recognised YTM obligations
in its financial statements and had disclosed the same as contingent liabilities. As these obligations were
substantially related to earlier reporting periods. Therefore, it constituted a prior period error within the
meaning of Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, hence the figures
of earlier year restated. Refer note 54 of the annual financial statements for details.

Dividend

The Board of Directors of your Company, after considering holistically the relevant circumstances, has
decided not to recommend any dividend for the year under review. (Previous Year: Nil).

Dividend distribution policy

The Board of Directors at its meeting held on February 13, 2017 approved the Dividend Distribution Policy
containing the requirements mentioned in regulations 43A of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is annexed as "Annexure
I” and forms part of this Report.

Transfer to Reserves

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the
year under review.

Operations

Detailed analysis of operations of the Company are given in the Management discussion and analysis
report under financial analysis of Operations of the Company.

The Operational data of Bajaj Hindusthan Sugar Limited for its fourteen sugar plants having an aggregate
sugarcane crushing capacity of 1,36,000 TCD, six distilleries having aggregate capacity to produce
Industrial Alcohol of 800 kilolitres per day and fourteen co-generation plants having a total power
generation capacity of 449 MW are as under:

Sugar

During the year ended March 31, 2026, the Company crushed 10.097 MMT of sugarcane as against 11.320
MMT in the previous year. This year, sugar recovery was 10.50% as against 10.51% in the previous year.
During the year 2025-26, the Company produced 10,60,320 MT sugar (previous year 11,90,281 MT) and
4,67,122 MT C-molasses (previous year 5,22,733 MT).

The Company sold 11,70,786 MT of sugar and 61,412 MT of molasses during the year as against 12,13,123
MT of sugar and 1,28,918 MT of molasses during the previous year.

Distillery

The Industrial Alcohol / Ethanol production was 1,04,923 KL as against 1,07,757 KL in the previous year.
Alcohol / Ethanol sale during the year was at 97,015 KL as against 1,20,410 KL during the previous year.

Ethanol sales during the year produced from B-heavy molasses stood at Nil KL at an average realization
of ' Nil per KL as against 11,222 KL at an average realisation of ' 60,574 per KL in the previous year.
Ethanol sales from molasses produced from C-heavy route (Excluding ENA) stood at 81,585 KL at an
average realization of ' 63,632 per KL as compared to 1,08,936 KL at an average realisation of ' 60,652
per KL in the previous year. Blended realisation for total industrial alcohol (including ENA) sales stood at
' 56,539 per KL as compared to ' 56,675 per KL in previous year.

During the year 2024-25, Distillery plants had been run for 160 days, while in current year 2025-26, all
plants had been run for 154 days.

Power

The operations of power generation were smooth at all the fourteen plants. While most of the power
generated by us continued to be used for captive consumption to run our plants, the surplus power was
sold to the Uttar Pradesh state grid.

During the year, Power generation was at 569.54 Million Units (MUs) as against 621.99 MUs in the previous
year. The Company exported 147.23 MUs of power as against 157.34 MUs during the previous year.

Change in nature of business

There is no change in nature of business during the financial year.

Material changes and commitments

There have been no material changes and commitments which affect the financial position of the Company
which have occurred between the end of the financial year to which the financial statements relate and
the date of this Report.

Debt restructuring

Due to the recurring and prolonged mismatch between the high raw material (cane) procurement cost and
the almost flat finished goods (sugar) realisations, mounting cane dues and non-settlement of subsidy
claims under the Sugar Promotion Policy of Uttar Pradesh government, the Company has been facing
cash flow mismatch and has been working on various alternatives to align its debt obligations with its
cash flows. Owing to significant pressure on operating margins of the Company and resultant liquidity
constraints, the ability of the Company to service its principal repayment and interest obligations was
adversely affected.

On account of the perceived and imminent stress, the Company requested its lenders ("Consortium of
Lenders") to consider restructuring of their outstanding Optionally Convertible Debentures ("OCDs"),
Yield to Maturity ("YTM") on the outstanding OCDs and the Right of Recompense ("ROR") under the
restructuring agreement dated December 30, 2014 entered between the Company and Lenders ("MRA"),
and to explore options to resolve the stress in accordance with the RBI's Circular No. RBI/2018-19/203,
DBR.No.BP.BC.45/21.04.048/2018-19 dated June 07, 2019, on Prudential Framework for Resolution of
Stressed Assets, including any statutory modification or re-enactment thereof for the time being in force
( "RBI Prudential Framework").

The Consortium of Lenders, after a long deliberation, decided to restructure the dues in accordance
with the RBI Prudential Framework. The final resolution plan amongst the Company and the Consortium
of Lenders pursuant to the RBI Prudential Framework ("Resolution Plan") was adopted and common
consensus of all lenders for the implementation of the Resolution Plan has been accorded and minuted at
the Consortium of Lenders meeting held on December 29, 2025.

For the purpose of the Resolution Plan, the cut-off date ("COD") is to be considered as April 01, 2025,
with an aggregate exposure of various lenders in the Company amounting to '6,640.88 crores (Rupees
Six Thousand Six Hundred and Forty Crores and Eighty Eight Lakhs Only) as on April 01, 2025, which
comprises of outstanding OCDs, YTM on the outstanding OCDs and ROR on earlier restructuring schemes
in the year 2014 as on April 01, 2025, as per the details given hereunder:

The salient features of the Resolution Plan are as follows:

1. COD - April 01, 2025.

2. Broad contours of the proposed restructuring of loan facilities as per the Resolution plan are provided
in Table A below:

Table A:

A Framework Agreement was executed in this regard on March 26, 2026 between the Company and
Lenders. In terms of the Resolution plan, the restructured facilities (OCDs) have been secured on
first pari passu charge basis on all current assets and all movable and immovable fixed assets of the
Company. The outstanding OCDs are further secured by personal/corporate guarantee from promoter/
promoter group and other securities from subsidiary/group companies as mentioned in Table A. Out of
the committed amount of ' 1,000 crore, an amount of ' 630.79 crore has been brought by the promoters
through buyback of shares of Lalitpur Power Generation Company Limited (LPGCL) and balance ' 369.21
crore as Inter corporate deposit from LPGCL. Outstanding YTM and RoR amount converted into equity
shares and compulsorily convertible preference shares of the Company. The Restructuring gives your
Company critical support to tide over the present difficult business environment. The decision of the
banks to consider and approve the Restructuring of loans also reflects the faith these institutions have in
the long-term business model of the Company.

Changes in capital structure

Pursuant to the approval of the shareholders of the Company at the Extraordinary General Meeting held
on March 10, 2026, the consent of the members of the Company was accorded to increase the Authorised
Share Capital of the Company from '500,00,00,000/- (Rupees Five Hundred Crores Only) divided into

500.00. 00.000 (Five Hundred Crores) equity shares of '1/- (Rupee One Only) each to '13,000,00,00,000/-
(Rupees Thirteen Thousand Crores Only) divided into 3,000,00,00,000 (Three Thousand Crores) equity
shares of '1/- (Rupee One Only) each aggregating to '3,000,00,00,000/- (Rupees Three Thousand
Crores Only) and 10,000,00,00,000 (Ten Thousand Crores) preference shares of '1/- (Rupee One Only)
each aggregating to '10,000,00,00,000/- (Rupees Ten Thousand Crores Only) by creation of additional

2.500.00. 00.000 (Two Thousand Five Hundred Crores) equity shares of '1/- (Rupee One Only) each and

10.000. 00.00.000 (Ten Thousand Crores) preference shares of '1/- (Rupee One Only) each in the Authorised
Share Capital of the Company.

Preferential Allotment of Equity Shares and Compulsorily Convertible Preference Shares (CCPS) to
Lenders

Your Company has allotted 1,09,65,82,534 equity shares on preferential basis to the Lenders upto March
31,2026 and 1,67,23,565 equity shares to the Lenders on April 01, 2026 of ' 1/- each at a premium of ' 4.12
per share. Accordingly, paid up equity share capital of the Company has been increased from 127,73,59,942
equity shares of ' 1/- each to 239,06,66,041 equity shares of ' 1/- each.

Company has also allotted 28,10,88,20,184 Compulsorily Convertible Preference Shares to the Lenders
upto March 31, 2026 and 44,56,67,369 Compulsorily Convertible Preference Shares to the Lenders on April
01, 2026 of ' 1/- each in accordance with Restructuring Scheme.

The Company paid first instalment of Optionally Convertible Debentures (OCDs) issued to lenders and
outstanding OCDs as on March 31, 2026 is ' 3215.31 Crore.

Listing of securities

The Company's equity shares are listed on the BSE Limited and National Stock Exchange of India Limited.
The Annual Listing fees to each of these Stock Exchanges have been paid by the Company.

Subsidiary, Associate and Joint Ventures

As on March 31, 2026, the Company had the following Subsidiaries, all of them are presently unlisted:
Subsidiaries:

1. Bajaj Aviation Private Limited (BAPL) - (Holding 100%).

2. Bajaj Power Generation Private Limited (BPGPL) - (Holding 100%).

3. Phenil Sugars Limited (PSL) - (Holding 99.70%)

4. Bajaj Hindusthan (Singapore) Private Limited (BH(S)PL) - (Holding 100%).

5. PT. Batu Bumi Persada, Indonesia - (step down subsidiary being 99.00% subsidiary of BH(S)PL).

6. PT. Jangkar Prima, Indonesia - (step down subsidiary being 99.88% subsidiary of BH(S)PL).

There is no associates or joint ventures in the Company during the year.

Performance and financial positions of subsidiaries

a) Bajaj Aviation Private Limited (BAPL): During the year ended March 31,2026, BAPL, the wholly owned
subsidiary of the Company, continued to provide Air Transport Services through Aircraft - Falcon LX
2000.

For the year ended March 31,2026, BAPL generated revenue of ' 3,699.02 lakh from its operations as
compared to ' 3,280.26 lakh generated in the previous year. The profit after tax for the current year
was at ' 275.11 lakh as compared to ' 145.28 lakh in the previous financial year.

b) Bajaj Power Generation Private Limited (BPGPL): BPGPL, the wholly owned subsidiary of the
Company is engaged in setting up of power project. The Company's existing power project could not
take off in time due to various reasons beyond the Company's control. The Company is exploring
opportunities in renewable energy sector and will seek necessary regulatory approvals as may be
required going forward.

c) Phenil Sugars Limited (PSL): PSL continued to be the subsidiary of the Company (99.70%) during the
year under review. During the financial year 2025-26, the loss after tax is ' 50.36 crore as compared
to the loss of ' 60.01 crore in the previous year.

d) Bajaj Hindusthan (Singapore) Private Limited: BH(S)PL through its two subsidiaries in Indonesia,
continued to hold coal mines in Indonesia which are in the process of being developed.

e) PT. Jangkar Prima (PTJP), Indonesia and PT. Batu Bumi Persada (PTBBP), Indonesia: PTJP and
PTBBP are engaged in the business of Mining and Mining services. These subsidiaries are in the
process of development of a coal mine for which necessary approvals are in place. Operation of coal
mine is expected to start soon.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts)
Rules 2014, statement containing the salient features of the financial statements of its subsidiaries in the
manner prescribed under the Companies Act, 2013 is given as Annexure to the Consolidated Financial
Statements.

Consolidated Financial Statements

In compliance with Section 129(3) of the Companies Act, 2013 and Rules made thereunder, Indian
Accounting Standard (Ind AS) 110, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Consolidated Financial Statements form part of this Annual Report. Consolidated Financial
Statements presented by your Company include financial information about its aforesaid subsidiaries.
The standalone financial statements of BHSL as well as its aforesaid subsidiaries and its associates will
be available on the website of the Company (www.bajajhindusthan.com).

Credit Rating

The brief details of the ratings received from credit rating agency are given in Corporate Governance
Report.

Investor Education and Protection Fund

The details of Investor Education and Protection Fund are given in Corporate Governance Report.
Directors and Key Managerial Personnel
Number of meetings of the board

During the year, eight meetings of the board were held on May 29, 2025, June 30, 2025, July 18, 2025,
August 12, 2025, November 12, 2025, December 31, 2025, February 12, 2026 and March 21, 2026. The
Maximum time-gap between any two consecutive meetings was within the period prescribed under the
Companies Act 2013 & SEBI (LODR) Regulation, 2015.

A detailed update on the Board and its Committee's composition, meetings held and attendance of the
Directors at these meetings is provided in the Corporate Governance Report, which forms a part of this
Annual Report.

Retirement by rotation

Mr. Ajay Kumar Sharma (DIN:09607745), Managing Director of the Company, will retire by rotation
and being eligible offers himself for reappointment. The appointment of Mr Ajay Kumar Sharma is in
compliance with the provisions of Section 152 of the Companies Act, 2013.

Appointment of Director

Mr. Satish Kumar Nagpal (DIN:09045584) was appointed as Nominee Director (State Bank of India) of
the Company with effect from July 18, 2025 and the profile of Mr. Satish Kumar Nagpal forms part of the
Corporate Governance Report.

Dr. Anil Rishiraj was appointed as Additional Director (Non-executive, Non-Independent Director) of the
Company with effect from May 29, 2026 and the profile of Dr. Anil Rishiraj is given below.

With over 43 years of professional experience, Dr. Anil Rishiraj has been working as a Senior Management
Executive with Large Corporate Groups for the last over 17 years handling Business Development,
Corporate Affairs, Liaising & Networking at Higher Bureaucratic/Corporate Levels. Prior to this, he has
worked for over 26 years with Central Government Preventive & Investigative Departments under Ministry
of Finance. Previously, he has been associated with Essar Services India Limited. With a Master of Arts
Degree in Personnel Management & Industrial Relations, he holds a Degree of Doctor of Social Work and
a Diploma in Human Resource Management.

Cessation of Director

Mr. Ramani Ranjan Mishra (DIN:09389302) ceased to be a Nominee Director of the Company due to
superannuation from Punjab National Bank with immediate effect as per letter dated May 13, 2026.

Key Managerial Personnel

There is no change in Key Managerial Personnel during the year.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange
Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out an annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate Governance
Report.

Induction and training of Board members

The process followed by the Company for induction and training to Board members has been explained in
the Corporate Governance Report.

Independent Directors’ Declaration

The Company has received the necessary declaration from each Independent Director in accordance with
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out
in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of Securities and
Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As required under Rule 8(5) (iiia) of the Account of Companies Rules, in the opinion of the Board of
Directors of your Company, the Independent Directors comprise persons of high repute and possess
relevant expertise and experience in their respective fields.

Directors’ responsibility statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,
your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and profits of the Company for that
year;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

Auditors and Auditors’ Report
Auditors and their report

M/s. Sidharth N Jain & Company, Chartered Accountants (Firm Registration No. 018311C), has been
appointed as Statutory Auditors of the Company at the 90th annual general meeting held on September
26, 2022, for a period of 5 consecutive years till the conclusion of 95th Annual General Meeting.

During FY 2025-26, the Statutory Auditors had not reported any matter under Section 143(12) of the
Companies Act 2013 and therefore, no details are required to be disclosed under Section 134(3) (ca) of
the Act.

The auditors in their report to the members, have given, emphasis of matter and key audit matters and the
explanation/comments of your directors with respect to it are as follows:

1. Comments to para 4th (i) & (ii) of the Audit report regarding Emphasis of Matter

a. Management is of the view that sufficient efforts are being undertaken to revive the said
subsidiaries in the foreseeable future to recover carrying value of the investments & loans and
on-going efforts towards obligation casted on the Company and its promoters to recover the
outstanding loans in phased manner.

b. Please refer note no. 51 of standalone financial statement.

2. Comments on Key audit matters of the Audit report regarding Impairment assessment for
Investments, loans and interest on loan-related party companies

Please refer the comments on Sr. 1(a) above regarding recovery of outstanding loans and sale of
investment and accordingly no impairment have been identified by the management based on above
assessment.

Cost auditors and their report

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the
Audit Committee appointed M/s. B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration
No. 000011) as the Cost Auditors of the Company for financial year 2026-27 and has recommended
their remuneration to the shareholders for ratification at the ensuing Annual General Meeting. The Cost
Audit Reports for the financial year ended March 31, 2025, for the products Sugar, Industrial Alcohol and
Electricity was filed with the Ministry of Corporate Affairs on September 04, 2025.

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated
that the cost accounts and records are made and maintained by the Company as specified by the Central
Government under sub-section (1) of Section 148 of the Act.

Secretarial auditors and their report

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015, M/s. Anant B Khamankar & Co., Practicing
Company Secretaries (C.P. No. 1860 & Peer Review Certificate No. 1283/2021), has been appointed as
Secretarial Auditors of the Company at the 93rd annual general meeting held on September 11, 2025 for
a term of 5 (Five) consecutive years from April 01, 2025 to March 31, 2030.

The Secretarial Audit Report and Annual Secretarial Compliance Report are annexed as "Annexure II” and
"Annexure III” and forms part of this report. The report does not contain any qualification, reservation or
adverse remark or disclaimer.

Public deposits

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Deposits unclaimed
at the end of the year was Nil.

Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in "Annexure IV” and forms part of this report.

Details of difference between valuation amount on one time settlement and valuation while availing
loans from banks and financial institutions

During the year under review, there has been no one-time settlement of loans taken from banks and
financial institutions.

Audit Committee

The Company constituted Audit Committee as required under Section 177 of the Companies Act, 2013
and Regulation 18 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Composition of Audit Committee is given in Corporate Governance
Report. There is no such instance during the year under review where the Board had not accepted any
recommendation of the Audit Committee.

Related party transactions

The details of transactions entered into with the Related Parties are enclosed in Form no. AOC 2 is annexed
herewith as "Annexure V” and forms part of this report.

Internal financial control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of
business, including adherence to Company's policies, the safeguarding of its assets, the prevention and
detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures. The Company has in place adequate internal financial controls
with reference to financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.

Annual Return

Draft Annual Return of the Company for the financial year ended March 31, 2026 as per Section 92(3) of the
Companies Act, 2013 is placed on the website of the Company at www.bajajhindusthan.com
Corporate Social Responsibility

As required under Section 135 of the Companies Act, 2013, the Company has constituted a Corporate
Social Responsibility (CSR) Committee. As per recommendation of the CSR Committee, the Board at its
meeting held on September 25, 2014 approved the CSR Policy of the Company. Report on CSR Activities/
Initiatives is enclosed as "Annexure VI” and forms part of this report.

Policies

Policy for determining material subsidiary

During the year ended March 31, 2026, the Company does have material unlisted subsidiary company
as defined in Regulation 16 (c) of Securities and Exchange Board of India (SEBI) (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Company has framed a policy for determining "material
subsidiary” and the same is available on the Company's website at https://www.bajajhindusthan.com/
bajajHindustanCMS/uploads/1552050985_BHSL-Policy%20on%20Material%20Subsidiaries-12.02.2019.
pdf

Policy on remuneration and other aspects of Directors and Key Managerial Personnel

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy
on directors' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of director and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The detailed remuneration policy is placed on the Company's
website at https://www.bajajhindusthan.com/bajajHindustanCMS/uploads/BHSL-Nomination%20and%20
Remuneration%20Policy-13.02.2023.pdf
Vigil Mechanism / Whistleblower Policy

The Company has formulated a Vigil Mechanism/Whistleblower Policy in accordance with Section
177(9) of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (SEBI)
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Vigil Mechanism/
Whistleblower Policy are provided in the Corporate Governance Report and also posted on the website
of the Company at https://www.bajajhindusthan.com/bajajHindustanCMS/uploads/1553861260_BHSL-
Poficy%20on%20Vigif%20Mechanism-12.02.2019.pdf

Risk Management

The Company has a Risk Management Policy to identify and 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 business risk framework defines the risk management
approach across the enterprise at various levels including documentation and reporting. The framework
has different risk models which help in identifying risks trend, exposure and potential impact analysis
at a Company level as also separately for business. The detailed risk management policy is placed on
the Company's website at https://www.bajajhindusthan.com/bajajHindustanCMS/uploads/1552050985_
BHSL-Risk%20Management%20Policy-12.02.2019.pdf

The Board of Directors had constituted Risk Management Committee to identify elements of risk in
different areas of operations and to develop policy for actions associated to mitigate the risks.

Related Party Transaction Policy

Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's
website at https://www.bajajhindusthan.com/bajajHindustanCMS/uploads/BHSL-Policy%20on%20
Materiafity%20and%20Deafing%20with%20Refated%20Party%20Transactions-20.05.2022.pdf

Corporate Social Responsibility (CSR) policy

Contents of Corporate Social Responsibility Policy in the Board's report are given in the Report on
CSR Activities in "Annexure VI” and on the Company's website at https://www.bajajhindusthan.com/
bajajHindustanCMS/uploads/1433133931_BHL%20CSR%20Policy.pdf

Anti-Sexual Harassment Policy

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal
committee has been set up to redress the complaints received regarding sexual harassment at workplace.
All employees, including trainees, are covered under this policy. During the financial year ended March 31,
2026, there was nil complaints recorded pertaining to sexual harassment.

Compliance with Secretarial Standards

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries
of India on Board Meetings and Annual General Meetings.

Significant and material orders passed by the regulators or courts or tribunals

There have been no significant and material orders passed by the courts or regulators or tribunals
impacting the going concern status and Company's operations. However, members' attention is drawn
to the statements on contingent liabilities and commitments in the notes forming part of the financial
statements.

Particulars of employees and related disclosures

As required under the provision of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company are set out in "Annexure VII” and forms part of this report.

Transfer of unclaimed dividend and unclaimed shares to investor education and protection fund

The details of Unclaimed Dividend and Unclaimed Shares forms part of the Corporate Governance Report.
Conservation of energy, technology absorption and foreign exchange earnings and outgo

The relevant particulars regarding the above are given in "Annexure VIII” and forms part of this report.
Corporate governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013
and as stipulated under the Listing Regulations. A separate section on corporate governance practices
followed by the Company, together with a certificate from the Auditors confirming compliance is annexed
and forms part of this Report.

Management Discussion and Analysis and Business Responsibility and Sustainability Report

As per Regulation 34 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report and Business
Responsibility and Sustainability Report are prescribed in separate Sections forming part of this Annual
Report.

Acknowledgements

Industrial relations have been cordial at all the plants of the Company. The Directors express their
appreciation for the sincere co-operation and assistance of Central and State Government authorities,
bankers, customers and 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

For and on behalf of the Board of Directors

Kushagra Bajaj

Chairman
(DIN: 00017575)

Mumbai
May 29, 2026