<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Shareholders,

Your directors present the thirty-seventh Annual Report along with the audited standalone and consolidated financial statements for 2023-24 (or FY2024).

Bajaj Finance Ltd., is a public limited company incorporated on 25 March 1987 under the Companies Act, 1956 and has its registered office at Akurdi, Pune 411 035, Maharashtra, India. The Company changed its name from Bajaj Auto Finance Ltd. to Bajaj Finance Ltd. in the year 2010. It is registered as a Deposit taking Non-Banking Finance Company vide the Reserve Bank of India (‘RBI’) registration number A-13.00243 dated 5 March 1998. The Company launched its initial public offering of equity shares and was listed on the BSE Ltd. in the year 1994. Subsequently, listed on National Stock Exchange of India in the year 2003. It is also a registered intermediary within the meaning of Insurance Regulatory and Development Authority of India (‘IRDAI’) as a corporate agent. The Company stood at 12th rank based on market capitalisation as on 31 March 2024. It has been classified in the Upper Layer pursuant to RBI Scale Based Regulations.

The highlights of the standalone financial results are given below:

(C in crore)

Due to rounding off, numbers presented in above table may not add up precisely to the totals provided.

Under section 45-IC (1) of Reserve Bank of India (‘RBI’) Act, 1934, non-banking financial companies (‘NBFCs’) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, Bajaj Finance Ltd. (the 'Company', ‘Bajaj Finance’ or ‘BFL’) has transferred a sum of C 2,530 crore to its reserve fund.

Pursuant to provisions of Companies Act, 2013 (the ‘Act’) read with relevant rules thereunder, the Company, being a NBFC, is exempt from creating debenture redemption reserve in respect of privately placed debentures including the requirement to invest up to 15% of the amount of debentures maturing during the next financial year. However, the Company maintains sufficient liquidity buffer to fulfill its obligations arising out of debentures. In case of secured debentures, an asset cover of at least 100% is maintained at all times.

Pursuant to the provisions of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’), the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board of Directors (‘Board’) in determining the distribution of dividend to its shareholders and/or retaining profit earned. As a part of the review process, the dividend distribution policy was amended at the meeting of the Board held on 20 March 2024. However, there were no changes to principles, criteria or parameters set out in the dividend distribution policy basis which dividend is recommended or declared. The said policy is annexed to this Report and is also available on the website of the Company at https://cms-assets.bajajfinserv.in/is/ content/bajajfinance/dividend-distribution-policy-v1pdf?scl=1&fmt=pdf

RBI vide its circular dated 24 June 2021 (including any amendment thereof) has laid down a framework for declaration of dividend by NBFCs. Accordingly, the Board after taking into account various aspects and in compliance with the said circular, recommend for consideration of the members at the ensuing Annual General Meeting (‘AGM’), payment of final dividend of C 36 per equity shares (1800%) of face value of C 2. The total dividend for FY2024 is C 2,228.39 crore.

The dividend recommended is in accordance with the principles and criteria set out in the Company’s dividend distribution policy. Total dividend proposed for the year does not exceed the ceilings specified in said circular/ RBI Master Directions.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer Notice of AGM.

Reserve Bank of India issued a circular on “Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs” on 22 October 2021 (‘SBR Framework’). As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer ('NBFC-BL'), NBFC - Middle Layer ('NBFC-ML'), NBFC - Upper Layer ('NBFC-UL') and NBFC - Top Layer ('NBFC-TL'). RBI has categorised Bajaj Finance Ltd. as an NBFC in the Upper Layer for the year 2023-24 vide its press release dated 14 September 2023. The Company is in compliance with RBI Scale Based Regulations. With an endeavor to further strengthen the compliance culture across business and functions, an integrated compliance framework has been put in place which would be enhanced from time to time.

On a consolidated basis, BFL recorded AUM growth of 34% and growth in profit after tax of 26% in FY2024 as against AUM and profit after tax growth of 25% and 64%, respectively, in FY2023. With its strong AUM and profit growth in FY2024, BFL has further increased its share in the financial services sector in India. Return on average assets ('ROAA') and return on average equity ('ROAE') for FY2024 was 5.1% and 22.1% respectively on a consolidated basis.

The Company’s business model continues to generate healthy pre-impairment operating profits enabling it to withstand higher credit losses in times of stress such as these. It remains well capitalised with a capital-to-risk weighted asset ratio ('CRAR') of 22.52% as on 31 March 2024 making it among the best capitalised large NBFCs in India.

As a result of its deeply embedded risk culture and robust risk management practices, the Company’s portfolio quality as of 31 March 2024 continues to remain strong. BFL’s consolidated Gross NPA at 0.85% and Net NPA at 0.37% are among the lowest in the industry.

Using its robust risk management and portfolio monitoring framework, BFL took enhanced credit costs based on emerging trends across its different portfolios. It holds a management overlay provision on account of volatile macroeconomic factors of C 300 crore on consolidated basis as on 31 March 2024.

• Number of new loans booked: 36.2 million

• AUM grew by 34% to C 330,615 crore

• Net interest income ('NII') rose by 29% to C 29,582 crore

• Net total income ('NTI') rose by 26% to C 36,258 crore

• Total operating expenses ('Opex') grew by 22% to C 12,325 crore

• Opex to NTI stood at 34%

• Pre-impairment operating profit rose by 28% to C 23,933 crore

• Impairment on financial instruments was C 4,631 crore

• Profit before tax ('PBT') increased by 24% to C 19,310 crore

• Profit after tax ('PAT') increased by 26% to C 14,451 crore

• Capital adequacy ratio as of 31 March 2024 was 22.52%, which is well above the RBI norms. Tier I adequacy ratio was 21.51%.

With the experience of managing significant financial and operational disruption emanating after the pandemic, the transformational journey that BFL has embarked upon and the exit momentum of FY2024, the Company remains confident of a sound growth trajectory in FY2025 and thereafter and, hence, remain a leading NBFC in India.

Resilience and agility are deeply embedded in BFL’s culture. These cultural anchors have enabled BFL to make swift and calibrated changes to its risk and debt management practices to regain its business momentum while maintaining strong vigil on its portfolio quality and adapting to changing customer preferences of post pandemic world.

For more details on the performance of the Company, business segments, risk management framework and initiatives, refer Management Discussion and Analysis.

BFL is one of the largest and most diversified NBFCs in India. It has worked with approximately 83.64 million customers since it started its transformational journey in FY2008 from a mono-line captive lender to a diversified financial service business.

BFL was among the early movers to transit to digital processes in the financial services industry. It had already moved from ‘Physical’ to ‘Phygital’ in a seamless manner and has embarked to move to the last phase, namely ‘Digital’, in the last five years.

The Company believes that each customer is a critical asset in its growth journey and their satisfaction is BFL’s primary responsibility which it thrives to achieve through an omnichannel strategy. Business transformation requires significant changes in operating processes and core technology stack of the Company. It focuses on building an ‘omnichannel’ model to deliver significant business velocity, reduction in operating costs and significant improvement in customer experience. This model with an integrated offering of products and services, will enable BFL to become a ‘moment of truth’ enterprise for its customers.

Further details regarding the operations, state of affairs and initiatives of the Company are given in the Management Discussion and Analysis.

The Company has the following subsidiaries and associate companies as on 31 March 2024:

*on fully diluted basis.

(i) Bajaj Housing Finance Ltd. (‘BHFL’ or ‘Bajaj Housing’), which is registered with National Housing Bank as a Housing Finance Company (‘HFC’) and a registered intermediary within the meaning of IRDAI as a corporate agent; and (ii) Bajaj Financial Securities Ltd. (‘BFinsec’), which is registered with the Securities and Exchange Board of India (‘SEBI’) as a stockbroker, depository participant and research analyst.

During FY2024, no new subsidiary was incorporated/acquired. The Company has not entered into a joint venture with any other company.

The financial statements of the subsidiary companies are also available in a downloadable format under the ‘Investor Relations’ section on the Company’s website at https://www.aboutbajajfinserv.com/finance-investor-relations-annual-reports 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, can be accessed on the Company’s website at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/policy-for-determining-material-subsidiaries-v3pdf?scl=1&fmt=pdf In terms of the said policy and provisions of regulation 16 of the SEBI Listing Regulations, BHFL is a material subsidiary of the Company.

Performance highlights of the subsidiaries are given below:

• AUM as at 31 March 2024 was C 91,370 crore as compared to C 69,228 crore as at 31 March 2023, representing a growth of 32%

• NII rose by 22% to C 2,510 crore

• NTI rose by 19% to C 2,925 crore

• Total operating expenses ('Opex') grew by 12% to C 703 crore

• Opex NTI stood at 24%

• Pre-impairment operating profit rose by 22% to C 2,222 crore

• Impairment on financial instruments wasC 61 crore. BHFL holds a management overlay provision of C 94 crore as of 31 March 2024 on account of volatile macro-economic factors

• Gross NPA and Net NPA were at 0.27% and 0.10%, respectively, amongst the lowest across all HFCs

• PBT increased by 27% to C 2,161 crore

• PAT grew by 38% to C 1,731 crore

• As on 31 March 2024, capital adequacy ratio was 21.28%, which is well above the prescribed norms of 15% The Company has further invested in BHFL an amount of approximately C 2,000 crore by subscribing to 1,107,419,709 shares of face value of C 10 at a price of C 18.06 per share.

As on date of this report, the total investment in BHFL is approximately C 9,528 crore.

Pursuant to press release dated 30 September 2022 issued by RBI, wherein BHFL was classified by RBI as an NBFC in the Upper Layer. Accordingly, pursuant to the applicable regulatory framework, BHFL is required to be mandatorily listed on or before 30 September 2025. In order for BHFL to comply with the regulatory timelines stipulated under the regulations applicable to companies classified as NBFC - UL, the Board of Directors of BHFL is evaluating various option for the same, subject to prevailing market conditions.

• Customer franchise as of 31 March 2024 was over 698,800

• Margin trade funding book stood at C 3,817 crore as of 31 March 2024

• NII for FY24 was C 112 crore

• NTI for FY24 was C 280 crore

• PAT for FY24 was C 56 crore

In order to support BFinsec to augment its business growth, facilitate working capital requirements, and building proprietary trading book, the Company infused capital to the tune of C 200 crore.

As on date of this report, the total investment in BFinsec is approximately C 870.38 crore. For more detailed discussion on the performance of the subsidiaries and their various segments, refer Management Discussion and Analysis.

Snapwork continues to be an associate of the Company. The Company holds 41.5% stake on a fully diluted basis in Snapwork.

Snapwork is engaged in the business of software services primarily focused on development of mobile apps and web portals. It has developed the Bajaj Finserv App. The Company closely works with Snapwork to solve key technical priorities on scalability, experience and performance. Snapwork has some of the leading financial services companies in India as its clients.

Details of investment made in Snapwork also forms part of the financial statements.

DuringFY2024,Snapworkmadeaprofit of C 15.01 crore, of which Company's share of profit was C 6.23 crore.

During FY2024, the Company advanced its technology strategy by acquiring 26.53% stake on a fully diluted basis in Pennant for aggregate amount of C 267.47 crore. Accordingly, Pennant has become an associate of the Company effective 19 January 2024 pursuant to provision of section 2(6) of the Companies Act, 2013. Pennant is engaged in providing end to end lending solutions with products like Loan Origination System, Loan Management System, Collections, CRM, and key digital enablers. Pennant has top tier NBFCs and banks as its clients. Going forward, Pennant will be the key Loan Management System provider for the Company with all the products transitioned in FY2025.

Details of investment made in Pennant also forms part of the financial statements.

Post-acquisition of shares by the Company, Pennant made a profit of C 5.32 crore, of which Company's share of profit was C 1.41 crore.

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

Bajaj Finserv Direct Ltd. (‘BFSD’ or 'BFS-Direct') has 2 synergistic divisions viz., Bajaj Markets, and Bajaj TechnologyServices.BajajMarketisa that offers multiple financial services products across categories including - Loans, Credit Cards, Insurances and Investments. It has over 80 onboarded partners with over 20 crore annual visitors on its digital properties. Bajaj Technology Services works in digital and enterprise space offering niche technologies like Adobe, SalesForce, Multi-cloud, Gen AI and Data analytics to BFSI companies across India and Middle East.

BFS-Direct is registered with IRDAI as a composite Corporate Agent for distribution of insurance (life and general) products in India. The Company is also registered with SEBI through its Investment Advisory Department as an Investment Advisor. It offers various financial products and services to its customers, through its partners listed on its digital platform.

As on 31 March 2024, Bajaj Finserv Ltd. (‘Bajaj Finserv’ or 'BFS'), holds 80.13% of the share capital of BFSD and the remaining 19.87% is held by the Company.

Customer engagement and experience are crucial pillars of our organisation and we are committed to customer fairness, in both form and spirit, in our conduct. Additionally, proactive customer engagement enables institutions to gather valuable insights, manage risks, ensure compliance, and integrate technology seamlessly. Ultimately, prioritizing customer experience is essential for staying competitive, building strong relationships, and thriving in the dynamic landscape.

To strengthen the customer engagement and monitoring process, the Board has constituted a Customer Service Committee ('CSC'), in line with the requirements applicable to Banks. It is headed by an independent director. The Committee consists of following Board members:

The Customer Service Committee of the Board plays a pivotal role in enhancing customer experience by overseeing strategies and initiatives aimed at improving overall customer service quality and experience. Comprising members with diverse expertise, the Committee collaborates with Management to identify areas for enhancement, review customer feedback, and implement policies to address concerns promptly. By prioritizing customer-centric practices and fostering a culture of responsiveness and empathy, the Committee ensures the organisation continuously evolves to meet the dynamic business needs and expectations of its customers, ultimately fostering loyalty and trust.

In order to strengthen and streamline the process of product program approvals, during the year under review, the Board enhanced the scope of the Committee to approve and recommend all new product programs and changes/modifications to key parameters of an existing program to the Board.

The CSC would then based on the recommendations of the Product Program Committee, further approve, and recommend to the Board all product programs or any changes thereto.

The updated terms of reference of CSC can be accessed at https://cms-assets.bajajfinserv.in/is/content/ bajajfinance/customer-service-committee-v1?scl=1&fmt=pdf During FY2024, the Committee met thrice.

In addition, the Company has in place a Standing Committee of Management for Customer Service. The CSC is updated on the discussions, actions, and other recommendations of this Standing Committee. The suggestion, feedback, and guidance from CSC is taken note of by the Standing Committee for necessary actions.

Various interventions, to uphold BFL’s commitment towards the customers, under the guidance of these Committees are undertaken. To list a few:

• Defining and reviewing key baseline metrics which are key to customer service and experience;

• Implementation of FPC across all customers facing documents including vernacular communications;

• Significant investments and progress in enabling digital channels for engaging with customers;

• Branch Customer meeting scope enhanced with inclusion of Fixed Deposits and Gold Loan branches;

• In FY2024, 552 customer meetings were conducted where 1,907 customers participated. These meetings were more inclusive and had 356 women and 109 senior citizen participation; and

• Customer education and awareness programs 10 offline programs conducted on financial education, fraud awareness covering over 2,100 customers / citizens, 12 digital campaigns with a total of 128 posts (89 static and 39 videos), these collective efforts generated an overall impression of 16.67 lakh.

Initiatives of the Company towards customer engagement are detailed in the Management Discussion and Analysis.

RBI has issued notification on ‘Appointment of Internal Ombudsman by Non-Banking Financial Companies’ dated 15 November 2021 vide which NBFCs are required to appoint an IO. Pursuant to the same, considering the scale of operations and complexity of business, the Company has appointed two IOs. Keeping in view the tenure of current IOs, appointment of an additional IO has also been approved by the Board during the year under review. IOs are invited to the CSC meetings to offer their comments, suggestions and share concerns, if any.

The Board of Directors has adopted a risk management policy for the Company which provides for identification of key events/risks impacting the business objectives of the Company and attempts to develop risk policies and strategies to ensure timely evaluation, reporting and monitoring of key business risks.

This framework, inter alia, provides the set of components that provide the foundations and organisational arrangements for designing, implementing, monitoring, reviewing and continually improving Risk Management throughout the organisation. It covers principles of risk management, risk governance with roles and responsibilities, business control measures, principle risks and business continuity plan. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

The Board is of the opinion that there are no elements of risk that may threaten the existence of the Company. The current composition of Risk Management Committee (‘RMC’) is as follows:

Further details on RMC are furnished in the Report on Corporate Governance.

More detailed discussion on the Company’s risk management and portfolio quality is covered in the Management Discussion and Analysis.

Pursuant to RBI Master Direction on Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016, the Company is required to report all frauds to RBI. Further, the Company is required to have a policy/mechanism for dealing with frauds. Pursuant to the Direction and Policy, the Company is required to report all frauds of C 1 lakh and above to Board and C 1 crore and above to the Audit Committee on their detection.

Based on the above, the Company has a process in place for monitoring and reporting the instances of fraud. During the year under review, instances of frauds were detected and reported by the Management to the Audit Committee and the Board as per the RBI Directions. Among other things, details reported included modus operandi, amount involved, identity of the perpetrators of fraud, action taken against them and remedial actions taken to mitigate the risk. Further, the same was also reported to RBI and Statutory Auditors. The Statutory Auditors, in turn, have also brought these cases to the attention of the Audit Committee pursuant to circular issued by National Financial Reporting Authority ('NFRA') dated 26 June 2023.

During the year under review, the amount involved in above said cases were approximately C 27.87 crore in aggregate. The nature of the fraud covered documentation fraud, identity theft and misappropriation of funds. Approximately C 12.42 crore has been recovered till date. The Company confirms that none of the above reported frauds have involvement of the Management or an employee having a significant role in the Company’s internal control system over financial reporting.

The Company has a comprehensive Risk Containment Unit ('RCU') infrastructure. The risk containment and fraud control unit, through prevention and deterrence actions, is responsible for preventing frauds perpetrated by customers, sourcing channels and internal employees either alone or in connivance with others. It ensures that most fraud checks are performed well before any disbursal of loan through an inbuilt advanced fraud controls analytics in its loan origination system. The fraud check rules are periodically updated based on emerging learnings.

Pursuant to Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 issued by RBI on 19 October 2023 ('RBI Scale Based Regulations'), NBFCs are required to have an ICAAP in place. The objective of ICAAP is to ensure availability of adequate capital to support all risks in business and also to encourage NBFCs to develop and use better internal risk management techniques for monitoring and managing their risks. Accordingly, the Company has framed an ICAAP policy. This policy is developed considering the requirements of the SBR and is based on the Pillar-2 requirements under Basel III Framework developed by the Basel Committee on Banking Supervision (BCBS).

The objective of the policy is to provide an ongoing assessment of the Company’s entire spectrum of risks and the methodology to assess current and future capital, reckoning other mitigating factors and also to assist and apprise the Board on these aspects and on Company’s internal capital adequacy assessment process and Company’s approach to capital management.

RBI vide Master Direction dated 8 June 2017 has laid down an Information Technology Framework for the NBFC sector. Accordingly, the Company has constituted an Information Technology Strategy Committee (‘IT Strategy Committee’) consisting of an Independent Director as Chairman and comprising Chief Technology Officer and other members of the Management.

The RBI has issued Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices dated 7 November 2023 effective 1 April 2024. In line with said Directions, the terms of reference of the IT Strategy Committee were revised during the year. The same, inter alia, includes the following:

• Review at least on an annual basis, the adequacy and effectiveness of the Business Continuity Planning and Disaster Recovery Management;

• Review the assessment of IT capacity requirements and measures taken to address the issues;

• Approve documented standards and procedures for access to information assets; and

• Decide constitution of Information Security Committee ('ISC') with Chief Information Security Officer ('CISO') and other representatives from business and IT functions, etc.

Detailed terms of reference can be accessed at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/it-strategy-committee-1pdf?scl=1&fmt=pdf The IT Strategy Committee met thrice during the year under review.

In terms of the aforementioned Directions, the Committee would now meet at least on a quarterly basis. Pursuant to the said Directions, the Company has appointed a CISO who shall be responsible for driving cyber security strategy and ensuring compliance to the extant regulatory/statutory instructions on information/cyber security and other roles and responsibilities as stipulated therein.

In accordance with IT Governance framework, the Company has put in place policies which, inter alia, includes Business Continuity Policy, Information Security Policy, Information Technology Policy, Cyber Security Policy, IT Outsourcing Policy, Cyber Crisis Management Plan and Information Security Incident Management Policy. During the year under review, a cyber security awareness program was conducted for the Board members. It, inter alia, covered, industrialisation of cyber-crime operations, new developments and issues relating to cyber and information security, understanding of cyber security trends including recent cyber frauds and attacks, Board’s responsibility in the events of change management and cyber security, etc. Further, on an annual basis, the Senior Management and employees of the Company have undergone IT security trainings.

The Company continues to enhance cyber security and information security aspects while transforming to a customer-centric digital enterprise. It has capability to offer remote access for identified IT vendors/partners enable full resources for user support, data center support, application maintenance and testing. All IT systems are compliant to ISO 27001 Information Security Management System and ISO 22301 Business Continuity Standard. The Company also has a dedicated cyber security and information security team to ensure technical expertise and regulatory as well as internal compliance for Information Technology. In addition, an outsourcing compliance unit and third-party security governance framework is also set up. As part of Omnipresence Strategy, the Bajaj Finserv app is live now with recent version 9.0.5 (954) and the Company will continue its journey towards a digital organisation.

A detailed discussion on information systems, cyber security and information technology is covered under Management Discussion and Analysis.

During the year under review, Dr. Arindam Bhattacharya has been appointed as an independent director of the Company for the first term of five consecutive years commencing from 1 April 2023.

The Board is of the opinion that Dr. Arindam Bhattacharya is a person of integrity, expertise, and competent experience and proficiency to serve the Company as an independent director that can strengthen the overall composition of the Board.

Dr. Arindam Bhattacharya has successfully passed the online proficiency self-assessment test as required under the provisions of rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

Anup Saha, Deputy CEO, was appointed as Executive Director of the Company for a period of five years with effect from 1 April 2023. He was classified as KMP within the meaning of section 2(51) of the Act. The Board, based on the recommendation of Nomination and Remuneration Committee ('NRC'), redesignated Anup Saha as Deputy Managing Director of the Company effective from 1 April 2024. The re-designation has been approved by the members vide resolution passed through postal ballot on 19 March 2024.

The Board is of the opinion that Anup Saha is an outstanding leader, and this advancement exceptional contributions and confidence in his leadership abilities as the Company embarks on new challenges and opportunities.

On the recommendation of the NRC, the Board at its meeting held on 25 April 2024 proposed the appointment of Tarun Bajaj as an independent director of the Company for a period of 5 years effective from 1 August 2024.

The Board is of the opinion that Tarun Bajaj is a person of integrity, expertise, and competent experience and proficiency to serve the Company as an independent director strengthening overall composition of the Board.

Tarun Bajaj has successfully passed the online proficiency self-assessment test as required under the provisions of rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

Rakesh Bhatt (DIN: 02531541), Deputy CEO, was appointed as Executive Director of the Company for a period of five years with effect from 1 April 2023 and was classified as KMP within the meaning of section 2(51) of the Act.

However, Rakesh Bhatt resigned as an Executive Director of the Company with effect from close of business hours on 31 January 2024 in order to pursue new career opportunities outside the Company. The Board accepted the resignation and placed on record its sincere appreciation for the valuable contribution made by him during his long association with the Company and the group, including his tenure as director on the Board of the Company.

Your directors express their profound grief on the sudden demise of D J Balaji Rao.

He was an independent director on the Board of the Company since 22 October 2008. He was Chairman of Stakeholders Relationship Committee. He passed away on 28 November 2023 and consequently ceased to be a director of the Company. The Board places on record its sincere appreciation for the invaluable guidance, services and mentorship provided by him in his tenure as an independent director of the Company.

The Board, on recommendation of the NRC and after evaluating performance of Anami N Roy during his tenure as an independent director, recommended his re-appointment as an independent director of the Company for second term of five consecutive years commencing from 1 April 2024 till 31 March 2029. The Board also recommended continuation of his directorship upon him attaining the age of 75 years on 15 May 2025. The same has been approved by the members vide special resolutions passed through postal ballot on 19 March 2024.

The Board is of the opinion that Anami N Roy is a person of integrity, expertise, and competent experience and proficiency to serve the Company as an independent director.

The Board, on recommendation of the NRC and after evaluating performance of Dr. Naushad Forbes during his first tenure as an independent director, recommended his re-appointment as an independent director of the Company for second term of five consecutive years commencing from 1 April 2024 till 31 March 2029. The same has been approved by the members vide special resolution passed through postal ballot on 19 March 2024.

The Board is of the opinion that Dr. Naushad Forbes is a person of integrity, expertise, and competent experience and proficiency to serve the Company as an independent director.

Rajeev Jain (DIN: 01550158) retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment.

Brief details of Rajeev Jain, who is seeking re-appointment, are given in the Notice of 37th AGM.

SEBI vide its notification dated 14 June 2023, amended SEBI Listing Regulations effective from 15 July 2023. Pursuant to said notification, a new sub -regulation 17(1D) was inserted which provides that with effect from 1 April 2024, the continuation of a director serving on the Board of a listed entity shall be subject to the approval by the shareholders in a general meeting at least once in every five years. Further, any director serving on the board as on 31 March 2024, without the approval of the shareholders for the last five years or more shall be subject to the approval of shareholders in the first general meeting to be held after 31 March 2024.

The shareholders at their meeting held on 17 July 2012 had appointed Sanjiv Bajaj (DIN: 00014615), non-executive director, as a director not liable to retire by rotation pursuant to provisions of the erstwhile Companies Act, 1956. He continues on the Board as a non-executive director not liable to retire by rotation since then.

Pursuant to regulation 17(1D), the Board at its meeting held on 20 March 2024, on the recommendation of NRC, approved continuation of Sanjiv Bajaj on the Board of the Company. In terms of said SEBI

Regulations, approval of the members is being sought at the ensuing AGM.

Save and except as stated above, there are no other changes in the KMPs during FY2024. For details on changes in senior management, please refer Report on Corporate Governance.

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 them meeting 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.

1. Policy on Directors’ Appointment and Remuneration

Pursuant to section 178(3) of the Companies Act, 2013 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.

In view of detailed RBI Guidelines for NBFCs concerning compensation of KMP and Senior Management ('SMT'), the Company has in place a specific policy to this effect. Accordingly, this remuneration policy has to be read along with the specific policy adopted pursuant to RBI Guidelines as regards compensation of KMP and SMT, which is detailed below.

2. Policy for Compensation of KMP and SMT pursuant to RBI Guidelines

RBI has vide its circular dated 29 April 2022 issued Guidelines on Compensation of Key Managerial Personnel and Senior Management in NBFCs pursuant to RBI Scale Based Regulations. Accordingly, the Company has adopted a Board approved policy exclusively governing compensation payable to KMP and SMT. This policy lays down detailed framework, inter alia, encompassing the following:

• Principles of compensation;

• Compensation components;

• Principles of variable pay;

• Deferral of variable pay;

• Compensation for control and assurance function personnel; and

• Provisions for malus and clawback and circumstances under which application of malus and clawback is to be considered.

The aforesaid policies can be accessed at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/ remuneration-policy-companies-act-2013-v1pdf?scl=1&fmt=pdf and https://cms-assets.bajajfinserv.in/ is/content/bajajfinance/remuneration-policy-rbi-v1pdf?scl=1&fmt=pdf As per the requirements of the RBI Master Directions and 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.

All Board members and Senior Management personnel have affirmed compliance with the Company’s Code of Conduct for FY2024.

A declaration to this effect signed by the Managing Director is included in this Annual Report.

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s website and can be accessed at https://www.aboutbajajfinserv.com/finance-investor-relations-annual-reports

Eight (8) meetings of the Board were held during FY2024. Details of the meetings and attendance thereat forms part of the Report on Corporate Governance.

The financial statements are prepared in accordance with the Indian Accounting Standards ('Ind AS') under historical cost convention on accrual basis except for certain financial instruments, which are measured at fair value pursuant to the provisions of the Act and guidelines issued by SEBI/RBI. Accounting policies have been consistently applied except where revision to an existing Accounting Standard requires a change in the accounting policy.

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; 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 profit of the Company for FY2024; iii. they have taken proper and sufficient care 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; 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.

The Audit Committee comprise of four independent directors viz., Anami N Roy (DIN: 01361110), Chairman, Dr. Naushad Forbes (DIN: 00630825), Pramit Jhaveri (DIN: 00186137) and Dr. Arindam Bhattacharya (DIN: 01570746), members. Dr. Arindam Bhattacharya was inducted as member of the Committee with effect from 1 April 2023.

The composition of Audit Committee is over and above the minimum requirement prescribed under the Act, SEBI Listing Regulations, and the RBI Regulations for NBFCs (the ‘NBFC Regulations’) of having a minimum of two-thirds of independent directors, including the Chairman. All members of the Committee are considered financially literate and are deemed to have necessary terms of SEBI Listing Regulations.

During FY2024, all recommendations of the Audit Committee were accepted by the Board.

The brief terms of reference and attendance record of members are given in the Report on Corporate Governance.

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made, guarantee given, or security provided.

In addition to investment in subsidiaries, associates and group companies which is covered above, details of other major strategic investments are as under:

1. One MobiKwik Systems Ltd. (‘MobiKwik’):

The Company continues to stay invested in MobiKwik. Total investment in MobiKwik as on 31 March 2024 is approximately C 296.89 crore.

The total equity shares held by the Company in MobiKwik is 7,979,440 equity shares representing 13.07% of its capital on a fully diluted basis.

MobiKwik has filed its draft red herring prospectus ('DRHP') for an IPO with SEBI, aiming to raise approximately C 700 crore. The IPO is an entirely fresh equity share issue without an offer for sale component.

2. RBL Bank Ltd.:

The Company continues to stay invested in RBL Bank Ltd.

3. RMBS Development Company Ltd.:

With the objective of promoting and developing residential mortgage-backed securities in the country, RMBS Development Company Ltd. ('RMBS Ltd.') has been established by National Housing Bank (‘NHB’). The entity will act as a market intermediary for residential-mortgage-backed-security (‘RMBS’) by investing in RMBS, facilitating investment/issuance/trade of RMBS, extend credit enhancement (including second loss credit enhancement) for RMBS transactions, provide liquidity support in the secondary market for RMBS transactions, set-up an information repository of RMBS transactions, develop standards and guidelines to ensure standardisation of RMBS transactions, create securitisation documents for RMBS transactions, leverage a platform to enable price discovery for RMBS transactions, where ecosystem participants come together and finalise securitisation of RMBS transactions, provide warehouse financing, and related advisory and structuring services.

The Board at its meeting held on 26 April 2023 approved an investment up to C 180 crore in RMBS Ltd. Pursuant to the shareholders’ agreement with NHB and other investors, the Company has agreed to acquire up to 7% equity stake in RMBS Ltd. The acquisition would enable the Company and its subsidiary, BHFL to penetrate and support in developing the RMBS market.

Further details of investments are provided in the financial statements.

The Company offers stock options to select employees of the Company and its subsidiaries 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 tenured 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. 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.

As per the Employee Stock Option Scheme of the Company, the total options which could be granted is 35,071,160. During the year under review, the scheme has been amended, inter alia, to expand the categories and base of employees who could be eligible for grant of options in line with to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, ('ESOP Regulations'). The scheme was also amended to include enabling provisions for treatment of stock options in case of retirement, death, permanent incapacity, transfers, and deputation. The same has been approved by the special resolutions passed by the shareholders through postal ballot on 19 March 2024. The amended scheme is in compliance with the ESOP Regulations.

A statement giving complete details, as at 31 March 2024, under regulation 14 of the ESOP Regulations, is available on the website of the Company and can be accessed at https://www.aboutbajajfinserv.com/finance-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 FY2024.

During FY2024, pursuant to the approval of the Board of Directors and members of the Company, the following changes have taken place in the share capital of the Company:

Pursuant to provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘SEBI ICDR Regulations’) and the Act, the Company made a QIP of 12,104,539 equity shares of face value of C 2 at a price of C 7,270 per equity share (inclusive of premium of C 7,268 per equity share), representing a discount of C 263.81 to the floor priceof C 7,533.81 per share, to Qualified Institutional Buyers aggregating to approximately C 8,800 crore.

Pursuant to provisions of the SEBI ICDR Regulations and the Act, preferential allotment of 1,550,000 convertible warrants was made to Bajaj Finserv, promoter and the holding company, amounting to approximately C 1,200 crore.

In accordance with the terms of issue, 25% of issue price amounting to C 297.21 crore was received on application.

Pursuant to SEBI ICDR Regulations, the Company appointed CARE Ratings Ltd. as monitoring agency to monitor the utilisation of issue proceeds of both QIP and PI. The net proceeds have been utilised for the purpose stated in the offer document. There has been no deviations in the use of proceeds as stated in the offer document. Details of utilisation of funds raised through QIP and PI as per regulation 32(7A) are given in the Report on Corporate Governance.

The Company has issued and allotted 1,462,548 equity shares of the face value of C 2 each at respective grant prices to the trustees of BFL Employee Welfare Trust under the Employee Stock Options Scheme, 2009.

As on 31 March 2024, the paid-up share capital of the Company stood at C 123.80 crore consisting of 618,996,320 equity shares of face value of C 2 fully paid-up.

All contracts/arrangement/transactions entered by the Company during FY2024 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Such transactions are reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY2024 were in the ordinary course of business, at arm’s length and not material under the Act and SEBI Listing Regulations. None of the transactions required members’ prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY2024 are provided in the notes to the financial statements. There were no transactions requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC 2 does not form a part of this Report.

The policy on materiality of related party transactions and on dealing with related party transactions is available on the website of the Company at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/policy-on-materiality-of-and-dealing-with-related-party-transactions-v1pdf?scl=1&fmt=pdf and also forms a part of the Report on Corporate Governance.

The Company has in place a succession planning framework to address anticipated, as well as unscheduled changes in leadership. The plan is revisited, re-evaluated, and updated every year. The key attribute of the plan involves:

• Organisational level Long Range Strategy wherein talent required to fulfil the Company’s strategy and annual operating plan is discussed and planned.

• Performance appraisal system which helps identifying people demonstrating leadership behaviours in line with our cultural anchors.

• Talent Management framework is a bi-annual exercise under which a Talent Card is made for every Senior Management team member.

• Job Rotation Policy with the intent of providing movement and enhancements to senior leaders in the organisation.

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.

The operations of the Company are not energy intensive. The Company implements various energy conservation measures across all its functions and value chain, which are highlighted in the Business Responsibility and Sustainability Report.

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.

During FY2024, the Company did not have any foreign exchange earnings and the foreign exchange outgo in terms of actual outflow amounted toC 1,437 crore.

The CSR Committee comprises of three directors viz., Dr. Naushad Forbes, Chairman, Sanjiv Bajaj and Rajeev Jain, members.

The CSR interventions for the year focused on Child education, Child protection, Child health, Youth skilling and inclusion of People with disability. The salient features of the CSR policy and impact assessment report forms part of the Annual Report on CSR activities. The CSR policy has been hosted on the website of the Company and can be accessed at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/corporate-social-responsibilitypdf?scl=1&fmt=pdf 'Bajaj Beyond' is the Bajaj Group's new identity for all its corporate social responsibility and charitable programmes with focus on youth skilling. The initiatives will benefit the youth and enable them to take advantage of employment and entrepreneurial opportunities offered by India's growing economy in the years’ to come. The CSR obligation of the Company for FY2024 is C 185.70 crore. As on 31 March 2024, total amount spent on CSR activities by Company is C 179.52 crore.

As per section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company is required to transfer any unspent amount, pursuant to any ongoing project undertaken by the Company in pursuance of its CSR policy, within a period of thirty days from the end of the financial year to a special account opened by the Company in that behalf for that financial year in any scheduled bank called Unspent Corporate Social Responsibility Account.

Due to delay in commencement of project, some part of the mandatory spend for few ongoing projects remained unspent as on 31 March 2024, thereby requiring it to be transferred to an Unspent Corporate Social Responsibility Account. Accordingly, the Company has opened prescribed bank account to transfer unspent amount of C 6.19 crore.

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

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2024.

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 directors 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 the year 2023-24 is given below:

• The NRC at its meeting held on 16 March 2023, reviewed the criteria for performance evaluation. The criteria is available on the website of the Company at https://cms-assets.bajajfinserv.in/is/content/ bajajfinance/performance-evaluation-criteria-for-board-committees-of-board-chairperson-and-directors-v1pdf?scl=1&fmt=pdf

• Based on the said criteria, a questionnaire-cum-rating sheet was deployed using an IT platform for seeking feedback of the directors with regards to the performance of the Board, its Committees, the Chairperson, and individual directors. As advised by the NRC and Board, an option for qualitative feedback was introduced. Further, the Management was advised to benchmark the processes and criteria with best practices.

• From the individual ratings received from the directors, a report on summary of ratings in respect of performance evaluation of the Board, its Committees, Chairperson, and individual directors for the year 2023-24 and a consolidated report thereof were arrived at.

• The report of performance evaluation so arrived at was then discussed and noted by the Board at its meeting held on 20 March 2024.

• The NRC reviewed the implementation and compliance of the performance evaluation at its meeting held on 20 March 2024.

• Based on the report and evaluation, the Board and NRC at their respective meetings held on 20 March 2024, determined that the appointment 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 2024 have been furnished in a separate paragraph elsewhere in this Report.

• During FY2024, the process followed by the Company was reviewed by the NRC, which opined these to be in compliant with applicable provisions and found it to be satisfactory.

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

During FY2024, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Company’s operations in future.

Though not affecting going concern status, following orders were passed by RBI:

• RBI has passed an order against the Company under section 45 (1) (b) of the Reserve Bank of India Act, 1934 on 15 November 2023. Vide the said order, the Company has been directed to stop sanction and disbursal of loans under its two lending products namely, ‘eCOM’ and ‘Insta EMI Card’, with immediate effect, particularly with respect to non-issuance of Key Facts Statements to the borrowers under these two lending products and the deficiencies in the Key Facts Statement issued in respect of other digital loans sanctioned by the Company. For further details, refer Management Discussion and Analysis.

• RBI vide its order dated 28 September 2023 has imposed a penalty of C 8.5 lakh for delay in reporting of frauds under paragraph 1 (iv) and 1 (v) of Chapter lV of Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016 for the Financial Year 2021-22.

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the 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 is of the opinion that internal financial controls with reference to the financial statements are adequate and operating effectively. The internal financial controls 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.

The Company accepts deposits from retail and corporate clients. As on 31 March 2024, it had a standalone deposit book of C 59,966.66 crore, delivering an annual growth of 35% in FY2024. Deposits contributed to 27% of BFL’s standalone borrowings versus 27.52% as at the end of FY2023.

The consolidated deposits book as on 31 March 2024 stood at C 60,150.92 crore, delivering an annual growth of 35% in FY2024. Deposit contributed to 21% of its consolidated borrowings as on FY2024 versus 21% as at the end of FY2023.

Break-up of deposits raised on a consolidated basis:

(C in crore)

Pursuant to provisions of the RBI Act, 1934, the Company has created a charge on statutory liquid assets amounting to C 6,738.01 crore in favour of the trustee for Public Fixed Deposit (‘FD’) holders. During FY2024, there was no default in repayment of deposits or payment of interest thereon. With a view to reduce unclaimed deposits, the Company adopted the following process:

• Wherever payment of deposit amount and interest thereon is rejected by bank of the deposit holder, Customer Service Team calls the depositor to inform about rejection reason and advise them the process for change of linked bank account;

• In addition, SMS/Email/Physical letter are also sent to depositors to inform them of rejection reason(s) and advise them to initiate appropriate action for change of bank details;

• Account payee cheque along with covering letter in the name of the deposit holder for unclaimed amount is dispatched at depositor’s communication address (excluding deceased cases, where settlement is to be done as per nomination/survivorship clause);

• In case deposit holder is not contactable, a field verification is initiated reach out the depositor;

• In case of death of depositors, claim settlement process is advised to joint depositors/nominee/legal heir, as the case may be; and

• Wherever resident status of the depositors has changed from Resident to Non-Resident, they are advised to submit updated FATCA/CRS declaration along with residential status change request.

As on 31 March 2024, there were 29 deposits amounting to C 35.69 lakh which had matured and remained unclaimed and interest on matured deposits amounting to C 4.16 lakh and interest on active deposits amounting to C4.38 lakh had also remained unclaimed.

To augment resources for the potential growth, the borrowing limit has been increased from C 225,000 crore to C 375,000 crore during the year under review. The same has been approved by shareholders vide special resolution passed on 19 March 2024 through postal ballot.

The total borrowing as on 31 March 2024 is C 220,378.65 crore. The break-up of the same is as under:

(C in crore)

The brief details of the ratings received from credit rating agencies by the Company for all its outstanding instruments are given in General Shareholder Information.

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, directors, and value chain partners 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 directors, employees, and value chain partners 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 a Committee comprising of Senior Management representatives. Pursuant to the Whistle Blower Policy, the summary of incidents investigated, actioned upon, founded and unfounded are reviewed by the Audit Committee on a quarterly basis. 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 practices.

The Whistle Blower Policy is uploaded on the website of the Company and can be accessed at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/whistle-blower-policy-v3pdf-1?scl=1&fmt=pdf More details are given in the Report on Corporate Governance.

The details pertaining to the transfer of unclaimed dividend amount and shares to IEPF have been provided in General Shareholder Information, which forms part of this Annual Report.

R Vijay, Company Secretary is the Nodal Officer of the Company, appointed pursuant to rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of which are available on the website of the Company at https://www.aboutbajajfinserv.com/finance-investor-relations-shareholders-information-listing-on-stock-exchange

Pursuant to the Act and SEBI Listing Regulations, the independent directors must hold at least one meeting in a financial year without attendance of non-independent director and members of the Management. Accordingly, independent directors of the Company met on 20 March 2024 and: • noted the report of performance evaluation from the Chairman of the Board for the year 2023-24; • 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 executive and 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. In addition, the independent directors have a separate meeting with the SMT, during which the SMT is encouraged to express their views and concerns pertaining to the business. Suggestions from the directors are noted by the Management.

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital to risk-weighted assets ratio of the Company was 22.52% as on 31 March 2024. In line with the RBI guidelines for asset liability management ('ALM') system for NBFCs, the Company has an asset liability committee, which meets monthly to review its ALM risks and opportunities. Further, BFL exceeds the regulatory requirement of liquidity coverage ratio ('LCR') introduced by the RBI in FY2020. As against the LCR requirement of 85%, BFL’s LCR as on 31 March 2024 was 168.91%.

The Company continues to be in compliance with the RBI Scale Based Regulations.

In terms of 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 General Shareholder Information.

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

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

Pursuant to the SEBI circular dated 10 May 2021 and amendment in SEBI Listing Regulations, top 1,000 listed entities based on market capitalisation are required to submit BRSR with effect from FY2023.

SEBI, vide its circular dated 12 July 2023 introduced BRSR Core. BRSR Core is a sub-set of the BRSR, consisting of a set of Key Performance Indicators ('KPIs') under nine ESG attributes. Further, top 150 listed entities are required to mandatorily undertake reasonable assurance of the BRSR Core. The Company, from FY2022, has been voluntarily taking limited assurance on BRSR and GHG data. In compliance with the SEBI requirements, the Company has appointed DNV Business Assurance India Pvt. Ltd. ('DNV') as an Assurance provider for carrying out the Reasonable Assurance for BRSR Core (including GHG data) and Limited Assurance on rest of the BRSR, for FY2024.

The Company has adopted a Policy for Responsible and Sustainable Business Conduct. The Board has in place an executive level cross functional ESG Committee headed by the Deputy Managing Director. The Committee chalks out plans and other initiatives keeping in view the leading practices and the requirements. It also monitors the implementation of the ESG related initiatives and reporting thereof.

The BRSR in the updated format (including new KPIs of BRSR Core) prescribed by SEBI is annexed to the Annual Report. A detailed ESG Report describing various initiatives, actions and process of the Company towards the ESG endeavor can be accessed at https://www.aboutbajajfinserv.com/impact-environmental-social-and-governance

In order to provide an explicit authorisation for issuance of pre-paid instruments, clause 3B of the Memorandum of Association was amended vide special resolution passed by the members at its Extraordinary General Meeting held on 31 October 2023. Details of the same can be accessed on the website of the Company at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/altered-copy-of-memorandum-of-associationpdf-1?scl=1&fmt=pdf

SEBI vide its notification dated 2 February 2023 amended SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 by inserting sub-regulation (6) in regulation 23 which mandates an issuer to ensure that its Articles of Association (‘AoA’) require its Board of Directors to appoint a person nominated by the Debenture Trustee (‘DT’) upon occurrence of any of the events of default as per regulation 15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993 (‘DT Regulations’). In order to comply with above requirements, the AoA of the Company was amended to enable DT to appoint their Nominee on the Board upon occurrence of any of the event specified in regulation 15(1)(e) of the DT

Regulations vide special resolution passed by shareholders on 26 July 2023. Details of the same can be accessed on the website of the Company at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/ articles-of-associationpdf-1?scl=1&fmt=pdf

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors and General Meetings read with the MCA circulars.

The internal audit function provides an assurance to the Audit Committee/Board of Directors and the Senior Management on the quality and effectiveness of BFL’s internal controls, risk management and governance related systems and processes. In line with RBI’s guidelines on Risk Based Internal Audit, the Company has implemented a Risk Based Internal Audit Policy.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The Audit Committee on a quarterly basis reviews the internal audit reports based on the approved plan, which includes audit observations, corrective and preventive actions. The Committee also reviews adequacy and effectiveness of internal controls based on such reports.

The Committee also has independent meetings with the internal auditor without the presence of Management.

As per RBI guidelines, quality assurance and improvement program (‘QAIP’) is required to be carried out at least once a year covering all aspects of internal audit function. Accordingly, QAIP was carried out by an external agency for FY2023 to assess functioning of the internal audit function, adherence to the internal audit policy, objectives and expected outcomes. Similarly, QAIP for FY2024 will be carried out by an external auditing partner.

In line with the RBI requirements, the Board of Directors, based on the recommendation of the Audit Committee, at their meeting held on 16 September 2021, appointed Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No. 302009E) (‘Deloitte’) and G. M. Kapadia & Co., Chartered Accountants, (Firm Registration No.104767W) (‘G. M. Kapadia’) as Joint Statutory Auditors for a period of 3 years to conduct audit of the financial statements of the Company for the financial years 2022, 2023 and 2024. The said appointment was also approved by the shareholders.

The Audit Report given by Deloitte and G.M. Kapadia, Joint Statutory Auditors for FY2024 is unmodified, i.e., it does not contain any qualification, reservation or adverse remark or disclaimer.

In terms of the RBI Master Directions Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2016, the Joint Statutory Auditors have also submitted an additional Report dated 26 July 2023, for FY2023 which has been filed with RBI. There were no comments or adverse remarks in the said Report as well. Reserve Bank of India, through its circular dated 27 April 2021, issued Guidelines for Appointment of Statutory Auditors (the 'Guidelines'/'circular'), mandating NBFCs (including HFCs) with an asset size of C 15,000 crore and above to appoint minimum two audit firms as joint auditors for a continuous period of three years. Further, the Guidelines also specifies that an auditor who has completed a period of three years (counted as one tenure) as on the date of the circular shall not be eligible for re-appointment in the same entity for six years (two tenures) after completion of one tenure of three years.

Accordingly, Deloitte and G.M. Kapadia, Joint Statutory Auditors, present joint statutory auditors will cease to be the auditors on completion of three-year term.

In line with the RBI requirements, the Board of Directors, based on the recommendation of the Audit Committee, at their meeting held on 25 April 2024, have proposed the appointment of Price Waterhouse LLP, Chartered Accountants, (Firm Registration No. 301112E/E300264) (‘PWC’) and Kirtane & Pandit LLP, Chartered Accountants, (Firm Registration No. 105215W/W100057) as Joint Statutory Auditors for a period of 3 years to conduct audit of the financialstatementsoftheCompanyforthefinancial years 2025, 2026 and 2027. Profile and other details of the proposed joint statutory auditors forms part of the AGM notice. Pursuant to the provisions of section 139(1) of the Act, approval of the members of the Company will be sought for their appointment as joint statutory auditors for a period of 3 years at the ensuing annual general meeting scheduled in July 2024. If approved, they will hold office as Joint Statutory Auditor from the conclusion of the 37th AGM till the conclusion of the 40th AGM for the financial years ending 31 March 2025, 31 March 2026 and 31 March 2027 respectively.

The information under section 143(12) read with section 134(3)(ca) of the Act is given in the section ‘Fraud monitoring and reporting.’

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Shyamprasad D. Limaye, Practicing Company Secretary (FCS No. 1587, CP No. 572), to undertake secretarial audit of the Company.

A Report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report.

As per regulation 24A(1) of SEBI Listing Regulations, a listed company is required to annex a secretarial audit report of its material unlisted subsidiary to its Annual Report. The secretarial audit report of BHFL, a material subsidiary (a high value debt listed company) for FY2024 is annexed herewith.

In addition, secretarial audit report pursuant to section 204 of the Act for BFinsec, a non-material subsidiary is also annexed herewith.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, a Report on secretarial compliance for FY2024 has been issued by Shyamprasad D. Limaye and the same will be submitted with the stock exchanges within the given timeframe. The Report will be made available on the website of the Company.

There are no observations, reservations, qualifications or adverse remark or disclaimer made in any of the aforesaid Reports.

The secretarial auditor has 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.

• 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 athttps:// www.aboutbajajfinserv.com/finance-investor-relations-annual-reports

• Details required under the provisions of 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 director to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report.

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

• The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable. Disclosures as per NBFC regulations have been made in this Annual Report.

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

• The Company has a policy on prevention of sexual harassment at the workplace. The policy is gender neutral. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details of the composition of the Committee is given in the said policy. The number of complaints received, disposed of, and pending during FY2024 is given in the Report on Corporate Governance. The policy can be accessed at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/prevention-of-sexual-harassment-policy-v1pdf?scl=1&fmt=pdf

• There is no change in the nature of business of the Company during FY2024.

• The Company has completed all corporate actions within the specified time limits. The securities were not suspended from trading during the year due to corporate actions or otherwise.

• The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities.

• During FY2024, the Company has issued non-convertible debenture to the tune of C 24,972.90 crore and redeemed non-convertible debentures and subordinate liability to the tune of C 11,766 crore and C 50 crore respectively. In addition, the Company also raises funds for business purposes through issuance of Commercial Papers ('CPs'). As on 31 March 2024, the total outstanding amount raised through CPs stands at C 18,421.11 crore.

• SEBI vide its circular no. SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/176 dated 8 November 2023 (‘the Circular’), has prescribed the procedural framework for dealing with unclaimed interest and redemption amounts lying with entities having listed non-convertible securities and manner of claiming such amounts by investors. The circular requires such companies to formulate a policy specifying the process to be followed by investors for claiming their unclaimed amounts. Accordingly, a policy titled ‘ Policy for claiming Unclaimed Amounts with respect to Non-Convertible Debentures from Escrow Account’ has been framed by the Company. The policy can be accessed at https://cms-assets.bajajfinserv.in/is/content/bajajfinance/ policy-for-unclaimed-amounts-ncds-8-march-2024pdf?scl=1&fmt=pdf The Company Secretary has been designated as the Nodal Officer for the purposes of this circular. As on 31 March 2024, there is no amount remaining unclaimed in respect of non-convertible debentures.

• Disclosures under section 197(14) of Companies Act, 2013:

? Rajeev Jain, Managing Director (DIN: 01550158)

Rajeev Jain, Managing Director, is also on the Board of BHFL as its Non-Executive Vice Chairman. In his capacity as a non-executive director, he draws sitting fees and commission from BHFL at par with other non-executive directors in terms of its remuneration policy. The total remuneration (sitting fees and commission) drawn for FY2024 is C 63 lakh. Apart from the above, he does not draw any commission from any other subsidiary company.

He has been awarded one time grant of ESOPs of BFS, holding company during FY2023. All options will vest entirely post completion of 5 years from the grant date.

? Anup Saha, Deputy Managing Director (DIN: 07640220)

Anup Saha is not on the Board of any subsidiary or group companies and does not draw any commission or remuneration from any of these companies.

He has been awarded one time grant of ESOPs of BFS during FY2023. The options will vest entirely post completion of 5 years from grant date.

? Rakesh Bhatt, Executive Director (DIN: 02531541)

Rakesh Bhatt ceased to be a director of the Company from close of business hours on 31 January 2024. During his tenure as director, he did not draw any commission or remuneration from any of the subsidiary companies.

He was awarded one time grant of ESOPs of BFS during FY2023. However, since the options would vest entirely post completion of 5 years from grant date. He would not be eligible to exercise the said options on account of cessation.

He was also granted stock option of BFS as per the details given below during his association with BFS-Direct:

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

• During FY2024, 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.

• 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.

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors’ Report, form part of the notes to the standalone financial statements and Report on Corporate Governance.

• The Company has in place various Board approved policies pursuant to Companies Act, 2013, SEBI Regulations, RBI Directions, and other regulations. These policies are reviewed from time to time keeping in view the operational requirements and the extant regulations. The Report on Corporate governance contains web-link for policies hosted on website.

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI and other regulators, banks, financial institutions, trustees for debenture holders and fixed deposit holders.

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, its subsidiaries and associates and thanks them for yet an excellent year of performance.

On behalf of the Board of Directors,