Dear Shareholders,

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

Company overview

Bajaj Holdings & Investment Ltd. ('BHIL' or 'the Company') is registered with the Reserve Bank of India as a Non-Banking Financial Company - Investment and Credit Company (NBFC - ICC) vide RBI registration number N-13.01952 dated 29 October 2009. The Company is listed on BSE Limited and National Stock Exchange of India Limited and it stood at 62^nd rank based on average market capitalization from 1 July 2025 to 31 December 2025 as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations').

BHIL is essentially a holding and investment company and does not have any other operations of its own.

BHIL earns revenue primarily by way of dividend from investments held in group companies. More details about the Company and its investments are available in the Management Discussion and Analysis.

On 12 November 2025, with the approval of Board of Directors, the Company submitted an application to the Reserve Bank of India (RBI) under section 45 IA(6) of the Reserve Bank of India Act, 1934 ('RBI Act') for voluntary surrender/cancellation of Certificate of Registration (CoR) as a Non Banking Financial Company - Investment and Credit Company (NBFC ICC) and reclassify as Unregistered Core Investment Company (Unregistered CIC). The same is under review by RBI.

Financial Results

The financial results of the Company are elaborated in the Management Discussion and Analysis.

The highlights of the standalone financial results are as under:

Closing balances in reserve/other equity

Note: Detailed movement of above reserves can be seen in 'Statement of Changes in Equity'

The highlights of the consolidated financial results are as under:

Transfer to reserve fund

Under section 45-IC of RBI Act, Non-Banking Financial Companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend. Accordingly, the Company has till date transferred a sum of H 941.60 crore to the reserve fund.

Dividend

Pursuant to the provisions of regulation 43A of the SEBI Listing Regulations and in accordance with the RBI guidelines, the Company has in place a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The said policy is annexed to this Report and is also available on the website of the Company at https://www.bhil.in/pdf/Dividend%20Distribution%20Policy.pdf

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

In accordance with the aforesaid policy, the Board, after taking into account various aspects and in compliance with the said regulation, has declared/ recommended, the following dividend for FY2026 respectively:

Interim dividend

The Board of Directors, at its meeting held on 16 September 2025, after taking into account its financial position as on that date, declared an interim dividend of H 65 per equity share (650%) of face value of H 10 each for the year ended 31 March 2026. The record date fixed for the purpose of declaration of divided was 22 September 2025.

The total dividend pay-out on account of interim dividend was H 723.41 crore.

Final dividend

The Board of Directors, at its meeting held on 07 May 2026, has recommended a final dividend of H 130 (1300%) per equity share of face value of H 10 each for the financial year ended 31 March 2026. The said dividend, if declared, by the shareholders at the ensuing Annual General Meeting, will be credited on or before,

5 August 2026. This includes a special payout of H 50 (500%), in celebration of 100 years of the Bajaj Group.

The record date fixed for the purpose of final dividend is 30 June 2026. The total dividend pay-out on account of final dividend will be H 1,446.82 crore.

The total dividend pay-out (including interim dividend) for FY2026 would be H 2,170.23 crore.

The dividend declared/recommended is in accordance with the principles and criteria set out in the Dividend Distribution Policy. Total dividend proposed for the year does not exceed the ceilings specified in the relevant RBI Directions.

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

Material changes and commitments

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

Subsidiaries, Associates and Joint Ventures

Following are the subsidiaries and associates of the Company:

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

Details of subsidiaries and associates, including their performance, business, etc. are given in the Management Discussion and Analysis.

During FY2026, no new subsidiary or associate 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 Investors section of the Company's website and can be accessed at: https://www.bhil.in/investors.html#url-annual-reports

Particulars of loans, guarantees and investments

The Company, being NBFC registered with the RBI and engaged in the business of investments as its ordinary course of business, is exempt from complying with the provisions of the section 186 of the Companies Act, 2013 ('the Act') with respect to investments. Accordingly, the disclosures of the investments as required under the aforesaid section have not been made in this Report. During the year under review, the Company did not give loans or guarantee or provided any security to any person including its Directors.

Acquisition of equity stake in Bajaj General Insurance Ltd. and Bajaj Life Insurance Ltd.

Allianz SE held a 26% equity stake in both the insurance subsidiaries of Bajaj Finserv Ltd., Bajaj General Insurance Ltd. ('Bajaj General') and Bajaj Life Insurance Ltd. ('Bajaj Life').

With a view to pursue the main strategic objective of group investment holding company as mentioned above, on 8 January 2026, the Company acquired from Allianz SE:

• 19,356,005 equity shares of face value of H 10 each aggregating to 17.56% of Bajaj General at a price of H 4,808.24 per share.

• 26,464,600 equity shares of H 10 each aggregating to 17.56% of Bajaj Life at a price of H 2,654.12 per share.

In addition to the above, BFS, associate of BHIL acquired 1.01% stake, and Jamnalal Sons Pvt. Ltd ('JSPL'), a promoter group company, acquired 4.43% stake in Bajaj General and Bajaj Life.

Further, pursuant to an offer of buy back, the remaining 3% equity stake held by Allianz SE in each of Bajaj General and Bajaj Life was bought back by the respective companies. Subsequent to this, Company's stake in the above insurance companies increased from 17.56% to 18.10%. BHIL together with BFS and JSPL, now collectively hold 100% of the equity share capital of each of the aforesaid insurance subsidiaries.

This marks a key milestone in Bajaj Group's financial services expansion.

More details are mentioned in the Management Discussion and Analysis.

A. Directors liable to retire by rotation

Shekhar Bajaj (DIN: 00089358)retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment.

Brief details of Shekhar Bajaj, who is seeking for re-appointment, are given in the Notice of 81^st AGM.

B. Re-Appointment of Director

Dr. Arindam Kumar Bhattacharya (DIN: 01570746), independent director of the Company, has completed his first term. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 7 May 2026, approved his re-appointment for a second term of five (5) consecutive years, in accordance with the provisions of the Act and the SEBI Listing Regulations.

The re-appointment of Dr. Bhattacharya for a second term shall be subject to the approval of the members at the ensuing AGM.

Brief details of Dr. Bhattacharya are provided in the Notice of the 81^st AGM.

C. Change in KMP

Saurabh Erande was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1 October 2025, in place of Sriram Subbramaniam, who resigned from the position of Company Secretary and Compliance Officer of the Company effective 25 July 2025 (close of business hours).

There were no other changes in KMP during the year. Further details are provided in the Report on Corporate Governance forming part of this Annual Report.

Composition of committees

The details of all the Board Committees including composition, attendance, key terms of reference, etc, are provided under Report on Corporate Governance. Pursuant to section 177 and section 135 of Companies Act, 2013, the composition of Audit Committee and Corporate Social Responsibility Committees are provided hereunder:

Audit Committee

The composition as on 31 March 2026 is as follows:

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

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

Corporate social responsibility (CSR)

The composition as on 31 March 2026 is as follows:

The CSR policy has been hosted on the website of the Company and can be accessed at https://www.bhil.in/pdf/CSR-Policy.pdf

The CSR obligation of the Company for FY2026 was H 42.57 crore. As on 31 March 2026, total amount spent on CSR activities by Company was H 27.07 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.

The unspent amount primarily pertains to ongoing projects commenced during the year under review.

The ongoing projects generally span over a period of 2 to 3 years and have milestone-based payments as per agreed outcomes. The earmarked amount for FY2026 for these ongoing projects have been spent and the remaining are due in the upcoming years, hence the shortfall. Accordingly, the Company has transferred H 15.55 crore to prescribed bank account towards unspent amount.

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

Risk management framework

Considering the nature of business of BHIL, i.e., investments in securities for a long-term horizon, the risk perceived is low as far as the standalone business of BHIL is concerned. However, risks arising out of businesses of the group companies are the key risks of the Company. BHIL has a risk management framework in place which provides an integrated approach for identifying, monitoring and mitigating risks associated with its business and that of its group companies.

Key risks exposure of BHIL includes market risk, credit risk, governance risk, reputation risk and compliance risk. The Risk Management Committee of the Board assists the Board in monitoring various risks, review and analysis of risk exposures and mitigation plans related to the Company and its group companies.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy, approach and mitigation plans, liquidity risk management and asset liability management.

The group companies have their risk policies appropriate to the industry in which they operate.

Business operations of each of the group companies, own risk management frameworks in line with their strategic business operations as the risks faced by them and the risk mitigation tools followed by them are reviewed periodically by the Risk Management Committees and the Boards of the respective group companies.

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

Number of meetings of the Board

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

Independent directors meeting

Pursuant to the Act and SEBI Listing Regulations, the independent directors must hold at least one meeting in a financial year without presence of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on 20 March 2026 and:

• noted the report of performance evaluation of the Board and Committees for the year 2025-26;

• 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.

Suggestions of the independent directors were noted by the Board.

Declaration by independent directors

All the independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with Regulation 16 of the SEBI Listing Regulations, as amended. They also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding 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 of the Act.

Annual evaluation of the performance of the Board, Committees, and directors

Pursuant to section 178 of the Act, the Nomination and Remuneration Committee ('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 2025-26 is given below:

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

• From the individual ratings received from the directors, a report on summary of ratings in respect of performance evaluation of the Board, its Committees, Chairperson, and individual directors for the year 2025-26 and a consolidated report thereof were arrived at.

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

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

• Based on the report and evaluation, the NRC and Board at their above said meetings, 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 2026 have been furnished in a separate paragraph elsewhere in this Report.

• The evaluation criteria for independent directors as required under chapter VI - D of the SEBI Master Circular dated 30 January 2026 can be accessed at https://www.bhil.in/pdf/Board%20Fvaluation%20Criteria.pdf

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

Succession planning

The Company has 14 employees, and the primary responsibility of these employees is to manage the investments passively. Some senior employees from the group companies extend support to BHIL under a Memorandum of Understanding (MoU), enabling the Company to maintain high quality without incurring commensurate costs. Every year in March, the Company prepares its Annual Operating Plan and ensures that the employees are adequately staffed.

Remuneration Policy

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

a) the criteria for determining qualifications, positive attributes and independence of directors; and

b) broad guidelines of compensation philosophy and structure for non-executive director, key managerial personnel and other employees.

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

Hitherto, Company has not paid any commission or sitting fees to independent director of the Company for attending separate meeting of independent director. Considering the value addition from these meetings to Management and the Board as a whole, the Board at its meeting held on 30 May 2025, has approved the payment of sitting fees of H 100,000 and Commission of H 300,000 per meeting, for separate meeting of independent directors. Consequently, the policy was amended.

The said policy can be accessed on the Company's website at https://www.hhil.in/prif/Remuneration%20 Policv%?0-BHII .pdf

As per the requirements of 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.

Related party transactions

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

The Company had engaged an independent law firm to review the transactions carried out with related parties during FY2026, to affirm that the transactions are at arm's length. The said firm, based on its review has concluded that the aforementioned transactions are at arm's length.

All related party transactions entered during FY2026, were on arm's length basis and in the ordinary course of business of the Company under the Act and not material under the SEBI Listing Regulations or extant RBI guidelines. None of the transactions required members prior approval under the Act or SEBI Listing Regulation Hence, Form AOC-2 does not form a part of this report. Details of transactions with related parties during FY2026 are provided in the notes to the financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions is placed on the Company's website at https://www.bhil.in/pdf/Policy%70on%70Materiality%70of%70&%70Dealing%70with%70Related%70Party%70 Transactions.pdf

Annual Return

The Annual Return as provided under section 92(3) of the Act, in the prescribed form is hosted on the Company's website and can be accessed at https://www.bhil.in/investors.html#url-annual-reports

Share Capital

As on 31 March 2026, the paid-up share capital of the Company was unchanged and stood at H 111.29 crore consisting of 111,293,510 equity shares of H 10 each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has neither issued shares with differential voting rights or sweat equity shares, nor has granted any stock options during FY2026.

Deposits

The Company does not have any customer interface and does not accept deposits.

Internal financial controls

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 are discussed in more detail in Management Discussion and Analysis.

Internal Audit

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and effectiveness of the internal controls, risk management and governance related systems and processes. In line with the RBI's guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal Audit Policy, which is subject to review on an annual basis.

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

The Audit Committee reviews the internal audit reports quarterly and the adequacy and effectiveness of internal controls. Significant audit observations, corrective and preventive actions thereon are presented to the Audit Committee on a quarterly basis. The Committee also has an independent meeting 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 FY2026 to assess functioning of the internal audit function, adherence to the internal audit policy, objectives and expected outcomes. Similarly, QAIP for FY2027 will be carried out by an external auditing partner.

Statutory Audit

As per the RBI Guidelines dated 27 April 2021 on Appointment of Statutory Auditors, for every NBFC with asset size of H 15,000 crore and more as at the end of previous year, the statutory audit should be conducted under joint audit of a minimum of two audit firms and each term of statutory auditors shall be for a maximum period of 3 consecutive years.

The Company at 80^th General Meeting had appointed Khandelwal Jain & Co., (Firm Registration No. 105049W), as one of Joint Statutory Auditors of the Company for a term of three years commencing from the conclusion of 80^th AGM till the conclusion of 83^rd AGM i.e. for the financial year ending 31 March 2026, 31 March 2027 and 31 March 2028.

The report of the statutory auditors does not contain any qualification, reservation or adverse remark or disclaimer.

During the year under review, the Statutory Auditors have not reported any instance of fraud under section 143(12) of the Companies Act, 2013. Consequently, there are no details required to be disclosed under section 134(3)(ca) of the Act.

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 05 August 2025, for FY2025 which has been filed with RBI. There were no comments or adverse remarks in the said Report as well.

Special Audit under RBI Framework

During the year, in line with the Company's application for re-categorization into an Unregistered - Core Investment Company (Unregistered - CIC), one of the key regulatory requirements under the Reserve Bank of India (RBI) framework is the submission of audited standalone financial statements for the relevant reporting period. Accordingly, the Joint Statutory Auditors of the Company were engaged to conduct a special audit of the standalone financial statements for the half year ended 30 September 2025.

Considering the above, the Auditors have submitted their report which does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit

Pursuant to Regulation 24A(1) of the SEBI Listing Regulations, the members at the 80^th Annual General Meeting held on 6 August 2025, approved the appointment of DVD & Associates ('DVD'), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditor of the Company for a term of five (5) consecutive years from FY2026 till FY2030.

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

During the year under review, the Secretarial Auditor has not reported any instance of fraud under section 143(12) of the Companies Act, 2013. Consequently, there are no details required to be disclosed under section 134(3)(ca) of the Act.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, a report on secretarial compliance for FY2026 will be issued DVD, Practicing Company Secretaries and the same will be submitted with the Stock Exchanges within the given timeframe. The report will also be made available on the website of the Company at https://www.bhil.in/investors.html#url-stock-exchange-intimations

Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle-Blower Policy encompassing Vigil Mechanism pursuant to the requirements of section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The whistle-blower framework has been introduced with an aim to provide employees, 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. During FY2026, no person was denied access to the Audit Committee including the Chairman of the Audit Committee.

The Whistle Blower Policy is uploaded on the website of the Company and can be accessed at https://www.bhil.in/pdf/Whistle%20Blower%20Policy.pdf

Compliance with the POSH Act, 2013

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

The Company has a gender neutral policy on prevention of sexual harassment at the workplace. This policy has been framed in accordance with the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) (POSH) Act, 2013, and rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under POSH Act, 2013. The policy can be accessed at https://www.bhil.in/pdf/BHII %20Prevention%20of%20 sexual%20harassment%20at%20workplace%20May%202026-%20.pdf

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

Business Responsibility and Sustainability Reporting

Pursuant to the SEBI circular dated 10 May 2021, read with SEBI Master Circular dated 30 January 2026, and amendment in SEBI Listing Regulations, the top 1,000 listed entities based on market capitalisation are required to submit the Business Responsibility and Sustainability Report ('BRSR') with effect from 2023.

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

Accordingly, SGS India Pvt. Ltd. ('SGS'), assurance provider, has issued:

• Reasonable assurance for the BRSR Core, and

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

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

The Company has also adopted a Policy for Responsible and Sustainable Business Conduct. A detailed BRSR, along with the assurance report of BRSR Core issued by SGS can be accessed at https://www.bhil.in/investors. html#url-annual-reports

Significant and material orders passed by the Regulators or Courts or Tribunals

There were no significant or material orders passed by the Regulators, Courts or Tribunals having an impact on the going concern status and Company's operations in future.

Compliance with Code of Conduct

All Board members and Senior Management personnel have affirmed compliance with the Company's Code of Conduct for FY2026.

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

Conservation of energy

The Company's operations are not energy intensive.

Technology absorption

The Company, primarily being an investment company and not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

Foreign exchange earnings and outgo

During FY2026, the Company did not have any foreign exchange earnings and the foreign exchange outgo in terms of actual outflow amounted to H 58.86 crore.

RBI guidelines

The Company continues to fulfill all the norms and standards laid down by the RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital adequacy ratio of the Company was 154% as on 31 March 2026. In line with the RBI guidelines for Asset Liability Management (ALM) system for NBFCs, the Company has an Asset Liability Management Committee, which meets twice a year to review its ALM risks and opportunities.

The Company continues to be in Compliance with RBI Directions.

Corporate Governance

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

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

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

Secretarial Standards of ICSI

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

Other statutory disclosure

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

• The financial results of the Company are placed on the website of the Company at https://www.bhil.in/investors.html#url-financial-results-press-release and the audited financial statements of its subsidiaries are placed on the website of the Company at https://www.bhil.in/investors.html#url-annual-reports.

• Details as 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, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report.

• Details as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be made available to any member by way of email upon request, as per provisions of section 136(1) of the said Act.

• As required under section 197(14) of the Act, Sanjiv Bajaj (DIN: 00014615), who also serves as the non-executive chairman of Maharashtra Scooters Ltd., a subsidiary of the Company, has received sitting fees amounting to H 0.07 crore from the subsidiary.

• As on 31 March 2026, the Company had 14 permanent employees, comprising 11 male and 3 female employees.

• Pursuant to RBI Master Direction-Information Technology Framework for the NBFC sector, the Company has constituted an IT Strategy Committee to review the IT strategies in line with the corporate strategies, board policy reviews, cyber security arrangements and any other matter related to IT governance.

• The provisions of section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

• The Company has a gender-neutral policy on prevention of sexual harassment at the workplace.

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

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

• Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company. Further, the Company had not made any one-time settlement with banks or financial institutions during FY2026.

• The Company has not accepted any fixed deposits under chapter V of the Act and as such no amount of principal and interest were outstanding as on 31 March 2026.

• During FY2026, the Company had not borrowed any funds from any banks or financial institutions.

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

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

• As no independent director was appointed during the financial year 2025-26, a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) is not provided.

Directors' responsibility statement

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

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

b) 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 FY2026;

c) 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;

d) they have prepared the annual accounts on a going concern basis;

e) 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

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

Acknowledgement

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI, the Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited, the Registrar to an issue and Share Transfer Agent.

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 another good year of performance.