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DIRECTORS' REPORT

Maharashtra Scooters Ltd.

GO
Market Cap. ( ₹ in Cr. ) 14817.14 P/BV 0.54 Book Value ( ₹ ) 24,180.45
52 Week High/Low ( ₹ ) 18538/10901 FV/ML 10/1 P/E(X) 47.71
Book Closure 30/06/2026 EPS ( ₹ ) 271.74 Div Yield (%) 1.70
Year End :2026-03 

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

Company overview

Maharashtra Scooters Ltd. ('MSL' or 'the Company') is a public limited company incorporated on
11 June 1975 under the Companies Act, 1956. MSL is an Unregistered Core Investment Company
('Unregistered CIC'), not requiring registration with Reserve Bank of India ('RBI').

Continued classification as an Unregistered CIC

As per Reserve Bank of India (Core Investment Companies) Directions, 2025, the Company is termed as an
Unregistered CIC. As an Unregistered CIC, a minimum of 90% of its assets stand invested in the Bajaj Group
and the balance representing accumulated surpluses is invested in debt and other instruments with the sole
objective of earning a reasonable rate of return whilst protecting the principal. The Company did not transfer
any amount to reserve during FY2026.

The Company continued to meet the conditions for being classified as a Unregistered CIC, exempted from
registration with RBI.

Financial Results

The highlights of the financial results are given below:

Particulars

FY2026

FY2025

Total income

31,324

18,520

Gross profit before depreciation

30,901

17,364

Depreciation

2

196

Exceptional items

-

4,360

Profit before tax

30,899

21,528

Tax expense

(157)

93

Profit after tax

31,056

21,435

Earnings per share (H)

271.7

187.6

Dividend

Pursuant to the provisions of regulation 43A of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the 'SEBI Listing Regulations'), the Company has in place a
Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board
in determining the distribution of dividend to its shareholders and/or retaining profit earned. The said policy is
available on the website of the Company at
https://www.mahascooters.com/pdf/Dividend%?0Distribution%?Q
Policy.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, declared/recommended the following dividends for FY2026:

Interim dividend

The Board of Directors, at its meeting held on 15 September 2025, after taking into account the financial
position of the Company, declared an interim dividend of H 160 per equity share (1600%) of face value of
H 10 each for the financial year ended 31 March 2026. The record date fixed for the purpose of declaration of
dividend was 22 September 2025.

The total dividend pay-out for interim dividend for FY2026 was H 18,285 lakh.

Final dividend

The Board of Directors, at its meeting held on 22 April 2026, recommended a final dividend of H 60 per equity
share (600%) 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 ('AGM'), will be credited on or before,

4 August 2026. The record date fixed for the purpose of declaration of above dividend is 30 June 2026. The
total dividend pay-out on account of final dividend will be H 6,857 lakh.

The total dividend pay-out (including interim dividend) for FY2026 would be H 25,142 lakh.

The dividend recommended, is in accordance with the principles and criteria set out in the Dividend Distribution
Policy of the Company. The said dividend will be taxable in the hands of the members of the Company in
accordance with the Income Tax provisions. For further details on taxability, please refer to 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.

Subsidiary/Associates

The Company neither has any subsidiary/associates nor the Company has entered into a joint venture with any
other company.

Particulars of loans, guarantees and investments

The Company has not given any loans or guarantee or provided any security during the financial year.

Full particulars of the investments covered under the provisions of section 186 of the Companies Act, 2013
('the Act'), made by the Company are detailed in the Financial Statements attached to this Report.

Directors and Key Managerial Personnel ('KMP')A. Director liable to retire by rotation

Ravikumar Srinivasan (DIN: 09345490) retires by rotation at the ensuing AGM and being eligible, offers
himself for re-appointment.

Brief details of Ravikumar Srinivasan, who is seeking re-appointment, are given in the Notice of AGM.

B. Changes in KMP1. Resignation of Sanjay Uttekar

Sanjay Uttekar ceased to be a Chief Executive Officer of the Company w.e.f. close of business hours on
31 July 2025.

2. Appointment of Saurabh Erande

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

3. Appointment of V Rajagopalan (DIN: 02997795) and Ravikumar Srinivasan (DIN: 09345490)

Based on the recommendation of the Nomination and Remuneration Committee ('NRC'), the Board
appointed V Rajagopalan and Ravikumar Srinivasan as the Joint Managing Directors of the Company
for a term of five(5) consecutive years w.e.f. 1 August 2025. Further, shareholders have approved their
appointment through a postal ballot on 8 October 2025.

Composition of Committees of the Board

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

Audit Committee

The composition as on 31 March 2026 is as follows:

Sr.

No. Name of Director

Category

1 Mayur Patwardhan

Chairman, non-executive, independent

2 Jasmine Chaney

Non-executive, independent

3 Mayur Chokshi

Non-executive, independent

Further details on Audit Committee, key ToR and attendance record of members are given in the Report on
Corporate Governance.

During 2026, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility ('CSR') Committee

The composition as on 31 March 2026 is as follows:

Sr.

No. Name of Director

Category

1 Mayur Patwardhan

Chairman, non-executive, independent

2 Sanjiv Bajaj

Non-executive, non-independent

3 Ravikumar Srinivasan

Executive, non-independent

The CSR obligation of the Company for FY2026 was H 105 lakh. As on 31 March 2026, total amount spent on
CSR activities by Company was H 106 lakh.

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

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

The CSR Policy has been hosted on the website of the Company and can be accessed atmahascooters.com/
pdf/MSI -CSR Policy.pdf

Risk management framework

The Board of Directors have 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.

Key risks exposure of MSL includes market 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.

However, risks arising out of businesses of the group companies are the key risks of the Company. MSL has
a risk governance framework in place which provides an integrated approach for identifying, monitoring and
mitigating risks associated with its business.

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 Board is of the opinion that there are no elements of risk that may threaten the existence of the Company.

The details of meetings of Risk Management Committee and the members who attended the same are
mentioned 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 16 March 2026 and:

• noted the report of performance evaluation of the Board and its 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.

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 to
the Act.

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

Pursuant to section 178 of the Act, the NRC and the Board has decided that the evaluation shall be carried out
by the Board only and 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, Chairman 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 Chairman, 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, Chairman, 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
16 March 2026.

• The report of performance evaluation so arrived at, was then discussed and noted by the Board at its
meeting held on 16 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 Chairman of the Company as carried
out by the independent directors at their separate meeting held on 16 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.mahascooters.com/prif/Boarri%20Evaluation%20
Criteria.pdf

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

Succession planning

The Company has 5 employees, and the primary responsibility of these employees is to manage the
investments passively. Some senior employees from the group companies extend support to MSL 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 has framed a Remuneration Policy.

The policy, inter alia, provides:

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

(b) a policy on remuneration for directors, key managerial personnel and other employees.

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

Considering the value addition from these meetings to Management and the Board as a whole, the Board at its
meeting held on 23 July 2025, has approved the payment of sitting fees of H 100,000 per meeting, for separate
meeting of independent directors. Consequently, the policy was amended.

The said policy can be accessed on the Company's website athttps://www.mahascooters.com/pdf/
Remuneration%20Policy.pdf

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

Related party transactions

All contracts/arrangement/transactions entered by the Company during FY2026 with related parties
were in compliance with the applicable provisions of the Act and 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.

All related party transactions entered during FY2026 were at 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. Hence,

Form AOC-2 does not form a part of this report. None of the transactions required shareholders prior approval
under the Act or SEBI Listing Regulations. 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.mahascooters.com/pdf/Policy%20on%20Materiality%20of%20and%20Dealing%20with%20
Related%20Party%20Transactions.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.mahascooters.com/investors.html#annualReports

Share Capital

The paid-up equity share capital remained unchanged. As on 31 March 2026, it stood at H 1,143 lakh consisting
of 11,428,568 shares of H 10 each. During the year under review, there was no public issue, rights issue, bonus
issue or preferential issue. 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 has been discussed in Management Discussion and Analysis.

AuditStatutory Auditor

KKC & Associates LLP, Chartered Accountants (Firm Registration No.105146W/ W100621), the Statutory
Auditors of the Company, have conducted audit of the financial statements of the Company for the financial
year ended 31 March 2026.

The statutory audit report given by KKC & Associates LLP for FY2026 does not contain any qualification,
reservation, adverse remark or disclaimer.

Secretarial Auditor

Pursuant to regulation 24A(1) of the SEBI Listing Regulations, the members at the 50th AGM held on
23 July 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.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, a report on secretarial compliance for FY2026
will be issued by 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 athttps://www.mahascooters.com/
investors.html#annualReports

Internal Audit

The internal audit is an integral part of corporate governance. The objective of internal audit is to identify,
assess and mitigate risks as well as to evaluate and contribute to the systems of internal controls and
governance processes followed by the Company. Key elements of internal audit are:

• assurance on controls

• governance and compliance

• risk assessment and its mitigation

• process optimisation

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

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

Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy encompassing Vigil Mechanism pursuant to the requirements of the
section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The whistle blower framework
has been introduced with an aim to provide employees and directors with a safe and confidential channel to
share their inputs about such aspects which are adversely impacting their work environment. The Whistle
Blower Policy/Vigil Mechanism enables directors, employees and other persons 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 are addressed to any member of Enforcement Committee of the Company along with the
available details and evidence to the extent possible. Pursuant to the Whistle Blower Policy, the Enforcement
Committee will decide the case and recommend the action within four weeks to Audit Committee. Based
on the recommendation of the Audit Committee, the final action which is to be taken, will be taken by the
Board. Further, the Committee from time to time reviews the functioning of the whistle-blower mechanism
and measures taken by the Management to encourage employees to avail of the mechanism to report
unethical practice.

During FY2026, no person was denied access to the Audit Committee.

The Whistle Blower Policy is uploaded on the website of the Company and can be accessed athttps://www.
mahascooters.com/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 MSL, we believe that all employees have the right to
be treated with fairness and dignity.

The Company has a policy on prevention of sexual harassment at the workplace. This Policy has been framed in
accordance with the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, (POSH) 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.mahascooters.com/prif/POSH%20Policy.prif

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

No. of complaints of sexual harassment
received in the year

No. of complaints disposed off
during the year

No. of cases pending for more
than ninety days

Nil

Nil

Nil

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 FY2023.

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. MSL, being classified among the top 500
listed entities, has undertaken reasonable assurance of the BRSR Core.

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

• Reasonable assurance for the BRSR Core, and

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

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

Additionally, the Company has adopted a Policy on BRSR. A detailed BRSR in the format prescribed by SEBI
along with the assurance report of BRSR Core by SGS can be accessed at
https://www.mahascooters.com/
investors.html#annualReports

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

During FY2026, there were no significant or material orders passed by any regulators, courts or tribunals
impacting 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 Joint Managing Director is included in this Annual Report.

Special call-auction mechanism for price discovery

Pursuant to Securities and Exchange Board of India (SEBI), Circular No. SEBI/HO/MRD/MRD-PoD 3/P/
CIR/2024/86 dated June 20, 2024, SEBI introduced a special call auction mechanism for price discovery of
scrips of Listed Investment Companies (ICs) and Listed Investment Holding Companies (I HCs).

Further, NSE on 15 October 2025 via Circular No NSE/CML/70850, issued list of ICs and IHCs eligible for special
call-auction mechanism for price discovery. MSL was also included in the list.

Furthermore, the circular also stated that, until the actual price of the Company is not discovered, it shall
continue on the next day and till such time the actual price is discovered.

The special call auction was held on 29 October 2025.

Further, the said activity continued for two(2) trading days and regular trading was effective from
31 October 2025.

Conservation of energy

The Company's operations are not energy intensive.

Technology absorption

No expenditure was incurred by the Company attributable to technology absorption during the year.

Foreign exchange earnings and outgo

No foreign exchange was earned by the Company during the year, while the outgo was H 2 lakh.

Corporate Governance

Pursuant to the SEBI Listing Regulations, a separate chapter 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 Joint Managing Director 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 Auditor of the Company regarding compliance of conditions of corporate
governance is annexed to this Report and it does not have any observations.

Secretarial Standards of ICSI

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

Other statutory disclosures

• In this report, any reference to the statutory or regulatory guidelines, acts, circulars, regulations,
notifications and directions, unless the context otherwise requires, 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.mahascooters.com/investors.html#financialResults

• Details as required under the provisions of section 197(12) of the Companies Act, 2013, 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 of 31 March 2026, the Company had five(5) permanent employees, all of whom were male.

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

• The 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 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 was 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.

• The Company has not accepted any fixed deposits under chapter V of the Companies Act, 2013 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 had not made any one-time settlement with banks or financial institutions during FY2026.

• The Company has in place various Board approved policies pursuant to Companies Act, 2013 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 Act 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 were adequate and were operating effectively; and

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

Acknowledgement

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members,
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 Depositories and Banks.

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

On behalf of the Board of Directors
Sd/-

Sanjiv Bajaj
Chairman
DIN: 00014615
Pune: 22 April 2026

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