Dear Shareholders,
Your directors have pleasure in presenting the thirty-ninth Annual
Report along with the audited standalone and consolidated financial statements for
Financial Year 2025-26 (or FY2026).
Company overview
Bajaj Finance Limited, (the ‘Company' or ‘BFL' or
'Bajaj Finance'), is a public limited company incorporated on 25 March 1987 under the
Companies Act, 1956. The Company is listed on BSE Limited and National Stock Exchange of
India Limited. The Company stood at 8th rank based on average market capitalisation from 1
July 2025 to 31 December 2025 as per Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing
Regulations'). It is also registered as a corporate agent with the Insurance
Regulatory and Development Authority of India (‘IRDAI').
Bajaj Finance is one of India's leading and most diversified
financial services companies, serving 119 million customers, digitally via our app and web
and at 4,098 locations and 242,000 active distribution points across the country. At the
heartofourbusinessliesinnovationandfinancial inclusion. For over 38 years, the Company has
served India by enabling access to wide range of financial services, from loans and fixed
deposits to payments and investments to wide spectrum of customers.
Financial Results
The highlights of the standalone financial results are given below:
(C in crore)
|
|
|
( C in crore) |
|
|
|
% change |
Particulars |
FY2026 |
FY2025 |
over FY2025 |
| Interest income |
61,357 |
51,549 |
19% |
| Interest and finance charge |
21,417 |
18,436 |
16% |
Net interest income |
39,940 |
33,113 |
21% |
| Fees, commission, and other income |
8,497 |
7,015 |
21% |
Net Total Income |
48,437 |
40,128 |
21% |
| Total operating expenses |
16,641 |
13,969 |
19% |
Pre-impairmentoperatingprofit |
31,796 |
26,159 |
22% |
| Impairment on financial instruments |
9,290 |
7,027 |
32% |
Profit before tax |
23,672 |
21,676 |
9% |
Profit after tax |
17,804 |
16,662 |
7% |
Retained earnings as at the beginning of
the year |
44,459 |
33,359 |
33% |
| Profit after tax |
17,804 |
16,662 |
7% |
Retained earnings before appropriations |
62,263 |
50,021 |
24% |
Appropriations |
|
|
|
| Transfer to reserve fund u/s 45-IC (1) of the
RBI Act, 1934 |
3,562 |
3,335 |
7% |
| Dividend paid |
3,478 |
2,226 |
56% |
| Other |
7 |
- |
- |
Retained earnings as at the end of the
year |
55,216 |
44,459 |
24% |
| Due to rounding off, numbers presented in
above table may not add up precisely to the totals provided. |
|
|
|
Transfer to Reserve Fund
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, the Company has transferred a sum of C 3,562 crore to its reserve
fund.
Pursuant to section 71 of Companies Act, 2013 (the ‘Act') read
with rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, the Company,
being an 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 fulfil its obligations arising out of debentures. In case
of secured debentures, an asset cover of at least 100% is maintained at all times.
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://cms-assets.bajajfinserv.in/is/content/bajajfinance/dividend-distribution-policy-v4?scl=1&fmt=pdf
Further, there has been no change in any of the 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, at its meeting held on
29 April 2026 has recommended a final dividend for members approval, as mentioned below:
Final Dividend:
Final dividend of C 6 per equity share (600% of face value of C 1) for
the financial year ended 31 March 2026 is recommended for consideration of the members at
the ensuing Annual General Meeting ('AGM'). This includes a special payout of C 0.60 per
equity share out of the exceptional gain on sale of shares of Bajaj Housing Finance Ltd.,
subsidiary of the Company. Thetotaldividendpay-outonaccountoffinal dividend is C 3,733
crore, considering the capital base as on 31 March 2026.
Total dividend proposed for the year does not exceed the ceilings
specified in the relevant RBI Directions. The record date fixed for the purpose of final
dividend is 30 June 2026.
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, members are requested to refer to the Notice of 39th Annual General Meeting.
Working Results of the Company
On a consolidated basis, the Company has recorded AUM growth of 22% and
growth in profit after tax of 15% in FY2026 as against AUM and profit after tax growth of
26% and 16%, respectively, in FY2025. With its strong AUM and profit growth in FY2026, the
Company has further increased its share in the financial services sector in India. Return
on average assets ('ROAA') and return on average equity ('ROAE') for FY2026 was 4.3% and
18.1% 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. It remains well capitalised with a capital-to-risk weighted asset ratio ('CRAR')
of 21.55% as on 31 March 2026 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 2026 continues to remain strong. The
Company's consolidated Gross NPA at 1.01% and Net NPA at 0.41% are among the lowest
in the industry.
Using its robust risk management and portfolio monitoring framework,
the Company absorbed enhanced credit costs based on emerging trends across its different
portfolios. It holds a account of volatile macroeconomic factors of C 134 crore on
consolidated basis as on 31 March 2026.
The consolidated performance highlights for FY2026 are
given below: |
| • Number of new loans booked: 119 million |
| • AUM grew by 22% to C 509,975 crore |
| • Net interest income ('NII') rose by 21% to C
44,110 crore |
| • Net total income ('NTI') rose by 21% to C 53,324
crore |
| • Total operating expenses ('Opex') grew by 19% to C
17,776 crore |
| • Opex to NTI stood at 33.3% |
| • Pre-impairment operating profit rose by 22% to C
35,548 crore |
| • Impairment on financial instruments wasC 9,482
crore |
| • Profit before tax ('PBT') increased by 17% to C
25,817 crore |
| • Profit after tax ('PAT') increased by 15 % to C
19,332 crore |
| • Capital adequacy ratio as of 31 March 2026 was
21.55%, which is well above the RBI norms. |
| Tier I adequacy ratio was 20.67%. |
For more details on the performance of the Company and business
segments refer Management Discussion and Analysis.
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 Venture
The Company has the following subsidiaries and associate companies as
on 31 March 2026:
Sr. No. Name of Entity |
% of equity stake |
Relationship |
Business activity |
| 1. Bajaj Housing Finance Limited |
86.70 |
Subsidiary |
Housing finance |
| 2. Bajaj Financial Securities Limited |
100 |
Subsidiary |
Stock broking and depository participant |
| 3. Snapwork Technologies Private Limited |
41.5* |
Associate |
Software development for financial
services |
| 4. Pennant Technologies Private Limited |
26.53* |
Associate |
Software development for financial
services |
*On diluted basis
A separate statement containing the salient features of the
subsidiaries and associates in the prescribed form AOC-1 is attached to the consolidated
financial statements.
During FY2026, no new subsidiary or associate was
incorporated/acquired. The Company has not entered into a joint venture with any other
company.
More details on subsidiaries and associates, including their
performance, business, etc. are given in the Management Discussion and Analysis.
Particulars of Loans, Guarantees and Investments
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 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.
Strategic Investments
• Protectt.ai Labs Private Limited
(‘Protectt.ai')
During the year under review, the Company has acquired a 12% equity
stake in Protectt.ai for an aggregate consideration of up to C 66 crore.
Protectt.ai is a cybersecurity product company offering solutions
across mobile application security, mobile device security, mobile transaction security,
and AI security.
Incorporated in 2020, Protectt.ai has built an active customer base of
over 60 clients with zero customer attrition to date. While its current customer base is
entirely domestic, Protectt.ai has recently established offices in the Middle East and the
United States to support international expansion.
• Status of other strategic investments are as under:
Sr. No. Company |
Holding (in equity stake) |
| 1. Bajaj Finserv Direct Limited |
• 19.90% is held by Company. |
|
• 80.10% is held by Bajaj Finserv
Limited, the holding Company |
| 2. One MobiKwik Systems Limited |
10.14% |
| 3. RMBS Development Company Limited |
7% |
The Company during the year scaled down its investments in RBL Bank
Limited. Further details of investments are provided in the financial statements.
Directors and Key Managerial Personnel (‘KMP')
A. Change in Directors during the financial year:
i. Anup Saha (DIN: 07640220)
The Board, based on the recommendation of Nomination and Remuneration
Committee elevated Anup Saha as the Managing Director of the Company effective 1 April
2025 for the remainder of his tenure i.e. up to 31 March 2028.
However, during the year under review, Anup Saha resigned as Managing
Director and Director from the Board of the Company with effect from close of business
hours on 21 July 2025 due to personal reasons. Accordingly, he ceased to be the KMP within
the meaning of section 2(51) of the Act.
ii. Rajeev Jain (DIN: 01550158)
The Board at its meeting held on 20 March 2025, approved the elevation
of Rajeev Jain as Executive Vice Chairman in the capacity as executive director for
a period of three years from 1 April 2025 till 31 March 2028.
Consequent to the resignation of Anup Saha and in the interest of
continuity of management, the Board, pursuant to the recommendation of Nomination and
Remuneration Committee of the Company and the applicable provisions of the Companies Act,
2013, has, in addition to Rajeev Jain's existing powers and roles as Executive Vice
Chairman of the Company, vested him with the powers, roles and responsibilities of
management of the Company and re-designated him as Vice Chairman and Managing Director of
the Company for the remainder of his term.
B. Directors liable to retire by rotation:
Rajiv Bajaj (DIN: 00018262), being the Director longest in office among
those liable to retire by rotation, shall retire at the ensuing Annual General Meeting and
has expressed his intention not to seek re-appointment. Accordingly, it is proposed to
change the status of Sanjiv Bajaj (DIN: 00014615), presently a Director not liable to
retire by rotation, as a Director liable to retire by rotation, subject to the approval of
the Members. Brief details of Sanjiv Bajaj are given in the Notice of 39th AGM.
C. KMPs:
Save and except as stated above, there were no other changes in the
KMPs during FY2026.
Composition of Committees
The details of all the Board Committees including composition,
attendance, terms of reference, etc, are provided under Report on Corporate Governance.
Pursuant to section 177 and section 135 of 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. Anami N Roy |
Chairman, Non-executive, Independent |
| 2. Pramit Jhaveri |
Non-executive, Independent |
| 3. Dr. Arindam Bhattacharya |
Non-executive, Independent |
| 4. Tarun Bajaj |
Non-executive, Independent |
Further details on Audit Committee, brief terms of reference, and
attendance records 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:
Sr. No. Name of Director |
Category |
| 1. Dr. Naushad Forbes |
Chairman, Non-executive, Independent |
| 2. Sanjiv Bajaj |
Non-executive, Non-independent |
| 3. Rajeev Jain |
Executive, Non-independent |
Further, Anami N Roy, has been inducted as a member of the Committee
with effect from 1 April 2026. 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-responsibility-v8?scl=1&fmt=pdf.
The CSR obligation of the Company for FY2026 is C 333.97 crore. As on 31 March 2026, total
amount spent on CSR activities by Company is C 318.81 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, and hence the shortfall. Accordingly, the Company has opened the
prescribed bank account to transfer unspent amount of C 15.16 crore.
Pursuant to rule 8(1) of Companies (Corporate Social Responsibility
Policy) Rules, 2014,Annual Report on CSR activities is annexed to this Report.
Customer Engagement
Customer engagement and experience remain foundational pillars of our
organisation. We are committed to upholding customer fairness in both letter and spirit
across all interactions. Proactive engagement enables institutions to generate actionable
insights, strengthen risk management, ensure regulatory compliance, and accelerate the
adoption of new technologies. In an increasingly dynamic environment, prioritising
customer experience is essential to maintaining competitiveness, deepening relationships,
and driving sustainable, long-term growth.
To strengthen customer engagement and oversight, the Board has
constituted a Customer Service Committee (‘CSC') led by an Independent Director.
Additionally, a Customer Service Standing Committee enables senior management to regularly
review initiatives aimed at delivering an exceptional customer experience.
The Company adopts a customer-centric approach through multiple
communication and service channels that ensure timely resolution of customer queries.
Dedicated customer experience teams across operations and businesses drive continuous
improvement, measurement, and a strong customer-first culture.
Further details on the Customer Service Committee, brief terms of
reference and attendance record of members are given in the Report on Corporate
Governance.
Initiatives of the Company towards customer engagement are detailed in
the Management Discussion and Analysis.
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. This framework, inter
alia, provides a 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 Board has established a comprehensive
Company-wide risk management approach that ensures risks are identified, assessed,
monitored, and managed in a structured and consistent manner across all business and
support functions.
Risk Management Framework of the Company comprises of:
Further details on the Risk Management Committee, brief terms of
reference and attendance record of members are given 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.
Fraud monitoring and reporting
During the year under review, instances of frauds were reported to the
“Special Committee for Monitoring and follow up of cases of fraud” (hereinafter
referred as ‘FMC') and Audit Committee of the Board. The aggregate amount
involved in these cases was approximately C 65.16 crore. These cases, inter alia,
included forgery, identity theft and misappropriation of funds.
Out of the above, an aggregate amount of approximately C 15.37 crore
was found to have involvement of employee(s). Following the detection, the services of
concerned employee(s) were terminated. As a preventive measure, the Company has also
undertaken steps to educate other employees through targeted communication and internal
awareness initiatives to strengthen vigilance and mitigate the risk of similar incidents
in the future.
Approximately C 13.93 crore has been recovered till date. None of the
above reported frauds had involvement of the Management or an employee having a
significant role in the Company's internal control system over financial reporting.
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.
The Company has a robust and evolving fraud prevention & detection
framework. key drivers includes enhanced front-end validations, automated fraud
deduplication, and advanced early warning systems with analytics. Further details on the
FMC, brief terms of reference and attendance record of members are given in the Report on
Corporate Governance.
Internal Capital Adequacy Assessment Policy (‘ICAAP')
Pursuant to Master Direction - Reserve Bank of India (Non-Banking
Financial Companies Prudential Norms on Capital Adequacy) Directions, 2025 issued by the
RBI in supersession of the erstwhile 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 an NBFC to develop and use better internal risk management
techniques for monitoring and managing its risks. Accordingly, the Company has framed an
ICAAP policy and document.
The document encompasses the assessment of material risks to which the
Company is exposed and measures taken to mitigate those risks. It has completed its ICAAP
for FY2025 in line with its Board approved ICAAP policy. Based on assessment of all the
material risks applicable to it and reviewing the controls and risk mitigation techniques,
the Company is not required to maintain any additional capital.
Information Technology Governance and Cyber Security
In accordance with IT Governance framework, the Company has put in
place policies which, inter alia, include Information Technology Policy,
Information Security Policy, Cyber Security Policy, Business Continuity Policy,
Outsourcing Policy, Cyber Crisis Management Plan, Access Control Policy and Information
Security Incident Management Policy.
During the year under review, a cyber security awareness programme was
conducted for senior management and CXOs. It, inter alia, covered, emerging
technology risks like AI and quantum computing, new developments and issues relating to
cyber and information security, understanding of cyber security trends including recent
cyber frauds and attacks, etc. Further, on an annual basis, 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 the
capability to offer remote access for identified IT vendors/ partners to 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.
There is an active engagement with stakeholders, including senior
management team, in scenario-based cyber drills to evaluate our readiness to respond to
potential cyber threats. Furthermore, security operations are being overhauled to
strengthen our detection and response capabilities, while also advancing our proactive
threat- hunting measures. Key endeavours include enhancing cyber insurance coverage and
scope, implementation of security measures like Software Bill of Material (SBOM),
establishing on premises 24X7 Security Operations Center (SOC), formulating AI Governance
and security policy, dedicated team for AI governance and security. The Company has
implemented an Outsourcing Policy in line with regulatory requirements. The Company has an
Outsourcing Compliance Committee. The Committee is responsible for:
• Evaluation of the risks and materiality of outsourced
activities;
• Ensuring that periodic review of outsourcing arrangements is
conducted by the Company; and
• Putting in place a central database on outsourcing.
Periodic risk-based information security assessment is conducted for
vendors who are covered under “IT Outsourcing” as per regulatory guidelines. To
enhance vendor governance, implemented vendor lifecycle management platform. Furthermore,
to mitigate supply chain risks, improved secure coding guidelines for developers.
Additionally, compliance teams have been established within each business unit to ensure
alignment with regulatory requirements.
Further details on the IT Strategy Committee, brief terms of reference
and attendance record of members are given in the Report on Corporate Governance.
Number of Meetings of the Board
Eight (8) 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 attendance of
Non-independent directors and members of the Management. Accordingly, independent
directors of the Company met on 23 March 2026 and:
• noted the report of performance evaluation of the Board and
committees for the FY2026;
• 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.
In addition, the independent directors have a separate meeting with the
Senior Management ('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.
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.
Formal Annual Evaluation of the performance of the Board, its
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 director 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 17 March 2026.
• The report of performance evaluation so arrived at was then
discussed and noted by the Board at its meeting held on 23 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 23 March 2026 have been furnished in a separate paragraph
elsewhere in this Report.
• During the year under review, the process followed by the
Company was reviewed by the NRC, which opined these to be compliant with applicable
provisions and found it to be satisfactory.
• 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://cms-assets.bajajfinserv.in/is/content/bajajfinance/
performance-evaluation-criteria-27-january-2025-finalpdf?scl=1&fmt=pdf. The feedback
provided by the directors was noted.
Other than Chairperson of the Board and NRC, no other director has
access to the individual ratings given by directors.
Succession Planning
The Company has a structured and institutionalised succession planning
framework designed to ensure leadership continuity under both anticipated and unforeseen
circumstances. The framework is reviewed and refreshed annually to remain aligned with the
Company's strategic priorities and evolving business needs.
Key elements of the framework include:
• Strategic Workforce Alignment: Succession planning is
anchored to the Company's Long-Range Strategy (LRS) and Annual Operating Plan (AOP),
ensuring that leadership capability requirements are proactively identified and planned in
line with future strategic objectives.
• Performance and Culture Linked Assessment: The
performance appraisal process enables consistent identification of leaders demonstrating
sustained performance against goals, as well as leadership behaviours aligned to the
organisation's cultural anchors.
• Enterprise Talent Management Process: A structured
bi-annual Talent Management exercise identifies Top Talent, High Potential leaders, and
Core Contributors, culminating in the development of a robust succession bench for senior
and critical leadership roles.
• Leadership Development through Role Rotation: A formal
Job Rotation Policy supports the development of senior leaders through planned role
transitions, aimed at broadening exposure, strengthening cross-functional understanding,
and building well rounded leadership capability.
Remuneration Policies
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.
Hitherto, Company has not paid any commission and sitting fees to its
Independent Directors for attending separate meetings of Independent Directors.
Considering the value addition from these meetings to Management and the Board as a whole,
the Board at its meeting held on 29 April 2025, has approved the payment of sitting fees
of C 100,000 and Commission of C 500,000 per meeting, for separate meeting of Independent
Directors. Consequently, the policy was amended.
In view of detailed RBI Guidelines for NBFCs concerning compensation of
KMP and SMT, the Company has in place a specific policy to this effect.
2. Policy for Compensation of KMP and SMT pursuant to RBI
Guidelines
Pursuant to RBI Directions, the Company has adopted a Board approved
policy exclusively governing compensation payable to KMP and SMT. During the year under
review, in line with best practices followed by banks, the categories of employee covered
under the policy has been amended to include the identified Material Risk Takers
(‘MRT'). 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-v4?scl=1&fmt=pdf
and
•
https://cms-assets.bajajfinserv.in/is/content/bajajfinance/annexure-4f-policy-for-compensation-of-kmp-and-senior-managementpdf?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.
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 were entered into on an arm's length basis. The said firm, based on its
review has concluded that the aforementioned transactions were entered into on an
arm's length basis. Pursuant to regulation 23(1) of SEBI Listing Regulations, 2015, a
transaction with a related party was considered material if the transaction, individually
or taken together with previous transactions during a financial year, exceeded C 1,000
crore or 10% of the annual consolidated turnover of the Company as per the last audited
financial statements, whichever was lower.
Accordingly, approval of shareholders was obtained at the last Annual
General Meeting held on 24 July 2025 for transactions with Bajaj Housing Finance Ltd.,
(subsidiary) for an aggregate amount of C 12,612 crore and with Bajaj Life Insurance Ltd.,
fellow subsidiary (formerly know as Bajaj Allianz Life Insurance Company Ltd.) for an
aggregate amount of C 1,445 crore.
Details of transactions with related parties during FY2026 are provided
in the notes to the financial statements. Also, details of transactions with related
parties during FY2026 as reported to the stock exchanges in the prescribed format can be
accessed at https://www.aboutbajajfinserv.com/finance-investor-relations-rpt-disclosure.
With effect from 19 December 2025, SEBI has revised the criteria for
determination of material related party transactions. Accordingly, a transaction with a
related party shall be considered material if the transaction, individually or taken
together with previous transactions during a financial year, exceeds the thresholds
specified in schedule XII of the said regulations.
Accordingly, the Company proposes to seek approval of the shareholders
at the upcoming Annual General Meeting for material related party transaction with Bajaj
Housing Finance Ltd., as under:
|
( C in crore) |
Particulars |
Amount |
| Acquisition of loans or loan pools by way of
assignment and servicing arrangements |
12,550 |
| Granting of any loans or advances, credit
facilities, or any other form of fund-based facilities |
2,500 |
| Purchase of portfolio and corresponding fee
sharing arrangements |
3,039 |
| Charges for inter-company services rendered
between the Company and BHFL |
42 |
| Commission paid and received towards sourcing
of products of the company and BHFL |
21 |
Total |
18,152 |
Total 18,152
Further details are provided in the Notice of the 39th Annual General
Meeting.
All transactions of the Company were on an arm's length basis and in
the ordinary course of business. No transaction required approval under section 188 of the
Act, nor any transaction requires reporting under Form AOC-2.
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.aboutbajajfinserv.com/finance-investor-relations-annual-reports.
Employee Stock Options (‘ESOP')
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 behavior. 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 a focus on consistent long-term results.
BFL Employee Stock Option Scheme ('ESOP 2009') is in compliance with
the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('ESOP
Regulations'). The scheme was modified pursuant to a special resolution passed in the
Annual General Meeting held on 24 July 2025 to include secondary market acquisition of
existing shares of the Company by the trust. No acquisition has been undertaken by the
trust under the secondary market route. The same can be accessed at
https://cms-assets.bajajfinserv.in/is/content/
bajajfinance/esop-scheme-postal-ballot-final-15-may-2024-new-for-nrcpdf?scl=1&fmt=pdf
A certificate obtained from the Secretarial Auditors confirming that the scheme has been
implemented in accordance with the aforesaid regulations and the shareholders' resolution
shall be placed before the Members at the ensuing Annual General Meeting.
A statement giving details, as at 31 March 2026, 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 FY2026.
Share Capital
During FY2026, 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:
a) Sub-division of Equity Shares of the Company and issue of Bonus
shares:
During the year under review, the Members approved the following
corporate actions through postal ballot on 7 June 2025: • sub-division of one equity
share of face value of C 2 (Rupees Two Only) into 2 equity shares of face value of C 1
(Rupee One Only); and • issue of 4 (Four) bonus equity shares of face value of C 1
(Rupee One Only) for every 1 (One) equity share fully paid-up of C 1 (Rupee One Only) by
capitalising such sums out of securities premium account.
b) Allotment to ESOP Trust:
The Company has issued and allotted 8,195,345 equity shares of the face
value of C 1 each at respective grant prices to the trustees of BFL Employee Welfare Trust
under the Employee Stock Options Scheme, 2009.
As on 31 March 2026, the paid-up share capital of the Company stood at
C 622.24 crore consisting of 6,222,481,865 equity shares of face value of C 1 fully
paid-up.
Deposits
The Company accepts deposits from retail and corporate clients. As on
31 March 2026, it had a standalone deposit book of C 68,485.55 crore, representing an
annual degrowth of 4% in FY2026. Deposits contributed to 21% of Company's standalone
borrowings versus 26% as at the end of FY2025.
The consolidated deposits book as on 31 March 2026 stood at C 68,533
crore. Deposit contributed to 16% of its consolidated borrowings as on FY2026 versus 20%
as at the end of FY2025.
Break-up of deposits raised on a standalone basis:
(C in crore)
|
|
(C in crore) |
Sr. No. Type |
Amount raised |
Outstanding as on 31 March 2026 |
| 1. Public deposit |
7,330.93 |
39,379.73 |
| 2. Corporate deposit |
24,162.78 |
26,841.16 |
| 3. Other deposit |
846.05 |
2,264.66 |
TOTAL |
32,339.76 |
68,485.55 |
Pursuant to provisions of the RBI Act, 1934, the Company has created a
charge on statutory liquid assets amounting to C 6,499.17 crore in favour of Catalyst
Trusteeship Ltd., the trustee, for Public Fixed Deposit (‘FD') holders.
During FY2026, there was no default in repayment of deposits or payment
of interest thereon. With a view to reduce unclaimed deposits, the Company inter-alia
has taken the following measures:
• Communication via SMS and/or email is sent to the depositor on
T+1 (T=Rejection date), informing them of the payment rejection by the depositor's
bank;
• The FD Customer Service team subsequently contacts the depositor
on their registered mobile number to notify them of the rejection and request submission
of updated bank account details to be linked with the fixed deposit;
• The depositor is required to share the updated bank details
along with necessary supporting documents via email or through the branch for processing
and updation;
• In cases where the depositor is not contactable, an
‘Account Payee' cheque is prepared and dispatched to the depositor's
registered address within T+10 days; and
• If the cheque remains unrealised within T+30 days, an additional
attempt is made through a field visit by branch operations to establish contact with the
depositor.
As on 31 March 2026, there were 19 FDs amounting to C 30.81 lakh which
had matured and remained unclaimed and interest on matured deposits amounting to C 3.39
lakh and interest on active deposits amounting to C 3.79 lakh had also remained unclaimed.
Borrowings
The total borrowing limit approved by the shareholders pursuant to the
provisions of section 180(1)(c) of the
Act stands at C 375,000 crore.
The total borrowing as on 31 March 2026 was C 322,818.39 crore. The
break-up of the same is as under:
Category |
Amount (K in crore) |
% of total borrowing |
| Non-Convertible Debentures |
114,434.88 |
35.45% |
| Bank Loans (TL/CC/OD/WCDL) |
73,451.68 |
22.75% |
| Deposits |
68,485.55 |
21.21% |
| Short-term Borrowings |
34,079.88 |
10.56% |
| External Commercial Borrowing |
22,866.97 |
7.08% |
| Securitisation (PTC) |
6,694.12 |
2.07% |
| Subordinate Liabilities |
2,805.31 |
0.87% |
Credit Rating
During the year under review, Moody's Ratings vide their press
release dated 4 August 2025, has assigned the Company a new rating ‘Baa3 Corporate
Family Rating (CFR)' with outlook as ‘Stable'. Simultaneously, the
Moody's Ratings has withdrawn its existing rating assigned to the Company, i.e.,
Baa3(Stable outlook)/P-3 long-term and short-term foreign and local currency issuer
ratings, for Moody's own business reasons. Further, S&P Global Ratings vide their
report dated 14 August 2025, has upgraded the Company (issuer) credit rating from
BBB-/Positive/A-3 to BBB/Stable/A-2. S&P Global Ratings has further informed that the
Standalone Credit Profile (SACP) for the Company remains unchanged at ‘bbb'.
S&P Global Ratings report mentioned that the rating upgrade is subsequent to the
upward revision in the sovereign credit rating on India to ‘BBB‘ from
‘BBB-'.
Pursuant to SEBI master circular for credit rating agencies, dated 11
July 2025, the Members of the Audit Committee interacted with credit rating agencies, inter
alia, to discuss issues on related party transactions, internal financial controls and
other material disclosures made by the management, which have a bearing on rating of its
listed non-convertible debentures (NCDs).
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.
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 assurance to the Audit
Committee/Board of Directors and the Senior Management on the quality and effectiveness of
Company'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. Closure of corrective and preventive actions arising
from the audit observations is tracked and reviewed by the internal audit team and status
is updated to the Audit Committee. 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 programme (‘QAIP') is required to be carried out at least once a
year covering all aspects of internal audit function. Accordingly, QAIP is carried out
annually through an external agency to assess functioning of the internal audit function
and adherence to the internal audit policy.
Statutory Audit
Price Waterhouse LLP, Chartered Accountants, (Firm Registration No.
301112E/E300264) (‘PWC') and Kirtane & Pandit LLP, Chartered Accountants,
(Firm Registration No. 105215W/W100057), the Joint Statutory Auditors of the Company have
conducted audit of the financial statements of the Company for the FY2026. The Audit
Report given by the Joint Statutory Auditors for FY2026 is unmodified, i.e., it does not
contain any qualification, reservation, adverse remark or disclaimer.
The information under section 143(12) read with section 134(3)(ca) of
the Act is given in the section ‘fraud monitoring and reporting'.
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 24 July 2025, for FY2025 which has been filed
with RBI. There were no comments or adverse remarks in the said Report as well.
Secretarial Audit
Pursuant to regulation 24A(1) of the SEBI Listing Regulations, the
Members at the 38th Annual General Meeting held on 24 July 2025, approved the appointment
of M/s. Makarand M. Joshi & Co. (‘MMJC'), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditor of the Company for a term of 5 (five)
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 MMJC.
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.
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.
Pursuant to regulation 24A(2) of the SEBI Listing Regulations, a report
on secretarial compliance for FY2026 has been issued by MMJC, 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.aboutbajajfinserv.com/finance-investor-relations-secretarial-compliance-reports.
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 behavior, 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://cms-assets.bajajfinserv.in/is/content/bajajfinance/whistle-blower-policy-v-1-6?scl=1&fmt=pdf
More details are given in the Report on Corporate Governance.
Compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act')
The Company is committed to creating a healthy working environment that
enables employees to work without fear of prejudice, gender discrimination and harassment.
The Company 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. The policy is gender neutral. This policy has been framed in accordance with
the provisions of POSH Act, 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://cms-assets.bajajfinserv.in/is/content/
bajajfinance/prevention-of-sexual-harassment-at-workplace-website-v1-6?scl=1&fmt=pdf
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 |
| 8 |
6 |
0 |
Business Responsibility and Sustainability Report (‘BRSR')
Pursuant to the SEBI circular dated 10 May 2021 read with SEBI Master
Circular dated 30 January 2026, and amendment in SEBI Listing Regulations, top 1,000
listed entities based on market capitalisation are required to submit BRSR with effect
from FY2023, as part of their Annual Report.
SEBI has further introduced BRSR Core, a focused sub-set 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 disclosures.
In compliance with the SEBI requirements, the Company has appointed SGS India Private
Limited ('SGS') as an Assurance provider for carrying out the Reasonable Assurance for
BRSR Core and Limited assurance for the remaining BRSR disclosures, in alignment with
SEBI's requirements, for FY2026. 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 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 ESG related initiatives and reporting thereof.
The BRSR in the updated format (including 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 endeavour can be accessed
at https://www.aboutbajajfinserv.com/impact-environmental-social-and-governance.
Significant and Material Orders passed by the Regulators, 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.
Conservation of Energy
The Company's operations are not energy intensive. However, it
remains committed to responsible resource utilisation and minimizing its environmental
impact. Initiatives to reduce greenhouse gas emissions, energy consumption, and water
usage have been introduced across select areas of operations. Details of these measures
and their outcomes are provided in the Business Responsibility and Sustainability Report
(BRSR) and ESG Report.
Technology Absorption
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.
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 toC 1,032.12 crore.
RBI Guidelines
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 21.55% 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
committee, which meets monthly to review its ALM risks and opportunities. Further, the
Company is well ahead of the regulatory requirement in terms of liquidity coverage ratio
('LCR') introduced by the RBI in FY2020. As against the LCR requirement of 100%, the
Company's LCR as on 31 March 2026 was 128.38%.
The Company continues to be in compliance with the RBI Directions.
Corporate Governance
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 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 statements of the Company and its subsidiaries are
placed on the Company's website at
https://www.aboutbajajfinserv.com/finance-investor-relations-annual-reports.
• More details regarding the operations, state of affairs and
initiatives of the Company are given in the Management Discussion and Analysis.
• 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 members 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. Hence, information pursuant
to rule 8 of the Companies (Accounts) Rule, 2014 is not applicable. However, disclosures
as per RBI regulations with respect to deposits have been made in this Annual Report.
• The provisions of section 148 of the Act relating to maintenance
of cost records and cost audit are not applicable to the Company.
• Details pursuant to rule 13(4) Companies (Audit and Auditors)
Rules, 2014 are provided under para ‘Fraud Monitoring and Reporting' of this
report.
• 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.
• 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.
• As on 31 March 2026, the Company had 68,742 permanent employees,
comprising 64,444 male and 4,298 female employees.
• Disclosures under section 197(14) of Companies Act, 2013:
• Rajeev Jain, Vice Chairman & Managing Director (DIN:
01550158)
Rajeev Jain is on the Board of BHFL, a subsidiary of the Company, 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
FY2026 is C 92 lakh. Apart from the above, he does not draw any commission from any other
subsidiary company.
Effective 1 April 2025, he has been appointed on the Board of Bajaj
Finserv Ltd. ('BFS'), the holding company, as a Non-executive, Non-independent director.
He is entitled to sitting fees and commission on par with other Non-executive,
Non-independent directors. The total remuneration (sitting fees and commission) drawn for
FY2026 is C 20 lakh.
• Neither any application has been made, nor any proceeding is
pending against the Company under the Insolvency and Bankruptcy Code, 2016
(“Code”). However, the Company has been impleaded as a respondent in certain
applications filed by corporate borrowers under the Code, wherein such borrowers have
sought reliefs on account of their inability to repay loans availed from the Company.
Further, these matters do not have any material adverse impact on the business,
operations, or financial position of the Company.
• During FY2026, 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.
• Disclosure pursuant to RBI Master Directions, unless provided in
the Directors' Report, form part of the notes to the standalone financial statements
andReport 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.
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: i. in the
preparation of the annual accounts, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures where applicable; ii. they
have selected such accounting policies and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit of the
Company for FY2026; 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.
Acknowledgement
The Board of Directors places its gratitude and appreciation for the
support and cooperation from its members, debenture holders, trustees for debenture
holders, the Reserve Bank of India, the Insurance Regulatory and Development Authority of
India, the Securities and Exchange Board of India, BSE Limited & National Stock
Exchange of India Limited, the Registrar to an issue and Share Transfer Agent, the
depositories, banks, financial institutions, and customers.
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.
| On behalf of the Board of Directors, |
Sanjiv Bajaj |
| Chairman |
| DIN: 00014615 |
| Pune: 29 April 2026 |
