BCCL Annual Report 2022 23

bajaj coNSUMERCARE
CHARTING A NEW
GROWTH STORY
17th Annual Report 2022-23

Contents
Charting a new
growth story
Introduction 1 Value Creation 22
Value creation model 24
Company Overview Business enablers 26
Corporate identity 2 Operating context 38
Diversified product suite 4 Strategic priorities 40
Global presence 6
We have embarked on a transformational journey of long-term growth,
Milestones 8 ESG 44
providing our customers with a range of innovative products that cater
ESG Approach 46
to their specific needs.
Stories in focus Environment 48
Our growth journey is driven by several key factors. Firstly, we
Social - People 50
10
Leveraging and building the brand equity expanded our product portfolio beyond light hair oils, leveraging the
Corporate social responsibility 52
of almond drops strong brand equity of Bajaj and Bajaj Almond Drops. With increased
Governance 56
investments in marketing and research and development, we aimed
to build a diverse range of hair and skin care products. Secondly, we
12 Expanding our addressable market in Statutory Reports
hair oil and entry into coconut oil Management Discussion & Analysis 60
focused on expanding our distribution reach across different channels
Directors’ Report 70
and geographies. Through the use of information technology and data
analysis tools, we strive to enhance the efficiency and productivity of
14
Corporate Governance Report 87
Investing in future – Diversification of
Bsuiness Responsibility and Sustainability Report 111
our sales teams. Thirdly, we invested in highly efficient manufacturing
product portfolio, new-age channels and
digital marketing
processes to deliver superior quality products to our consumers at the
lowest possible cost. And lastly, we streamlined our people practices
Financial Statements to empower our employees.
Standalone Financial Statements 134
Performance Review 16 Consolidated Financial Statements 176 As a result of our strategic initiatives, we have already
Message from the Chairman 18 Form AOC-1 219 witnessed growth across all our trade channels. This
Message from the Managing Director 20 Notice of 17th Annual General Meeting 220 year, we have emerged as one of the fastest-growing
companies in the hair oil industry and we are well
positioned to soar even higher and faster.
Key Highlights
J 938.1 Cr
REVENUE
53.4%
GROSS MARGIN
J 146.2 Cr
EBITDA
J 820.9 Cr
NET WORTH
J 139.8 Cr
PROFIT AFTER TAX
52.5%
DIVIDEND PAYOUT RATIO
CORPORATE IDENTITY
Overview
Corporate
Bajaj Consumer Care
at a glance Purpose
y We aspire to make BCCL a complete FMCG premium mixes and make them accessible
As a proud member of the Bajaj Group, an esteemed Indian conglomerate with
company by introducing a culture of innovation even in the farthest corner of the rural
an 80-year legacy, we are a 40+ year old Indian fast-moving consumer goods here to create newer pathbreaking products markets.
(FMCG) business of the group, which manufactures and sells a range of for consumers across the globe. y We will strongly Engage with, Develop,
personal care products. y We will help our consumers feel good, Recognise and Retain Talent within the
From humble beginnings in the hair care category, we embarked on a remarkable journey, steadily establishing a formidable
A look good and get more out of life with our organisation across every department.
presence nationwide. Today, we proudly stand among the industry's prominent companies, holding a leadership position in the
light hair oil market, spearheaded by our flagship brand, Bajaj Almond Drops Hair Oil.
Expanding beyond our roots in hair care, we have ventured into new product categories, catering to the diverse personal care
and grooming needs of our consumers. This strategic move allows us to provide comprehensive solutions, fulfilling every
aspect of their personal care requirements.
Vision
We at BCCL, to achieve our business goals, have These principles are what drives every individual
Our product categories Key facts laid down certain principles which we staunchly or team that is passionate about the growth of our
stand by and follow. business.
470
“
(v:,
The future is promising and we look forward to an exciting period that
~~~ ~~
\~
~72~
TOTAL PEOPLE would possibly establish a pronounced and decisive road map for us on the
Indian Industrial firmament”.
15+ - Kushagra Nayan Bajaj
-Haircare
-Skincare
TOTAL BRANDS
>60%
MARKET SHARE IN LIGHT HAIR OIL CATEGORY 0
Values
Business Enablers Consumer First Entrepreneurship

Our priority is to our CONSUMERS and We will think and act like owners of our
then to our customers, employees and the business and develop a strong growth
communities we serve. mentality, positive outlook about our work.
Integrity Innovation
We will do the right things, be transparent We will take measured risks, conquer
Expanding distribution in Enhancing brand Fostering innovation Operational excellence with all, trust each other and keep ourselves challenges and continue to differentiate
General Trade, accelerated awareness through through emphasis on R&D through automation, accountable for the responsibilities through our products.
growth in new channels targeted marketing efforts modernisation of given to us.
manufacturing and IT
Read more on page 26 Read more on page 30 Read more on page 32

•
e e G e Read more on page 34
2 Bajaj Consumer Care Limited 17th Annual Report 2022-23 0 3

)
ft
DIVERSIFIED PRODUCT SUITE
Overview
Corporate
Nourishing solutions
for beauty needs
With a comprehensive presence across various segments of personal
care, including hair care and skin care, we aim to establish ourselves as
the ultimate destination for all your personal care needs. Our mission is to
provide a holistic range of products, becoming your go-to solution for all
things related to personal care.
Range of Products
Bajaj Almond Drops Natyv Soul Bajaj 100% Pure

y Bajaj Almond Drops y Natyv Soul Pure Argan y Natyv Soul Hair Serum y Bajaj 100% Pure y Bajaj 100% Pure
Hair Oil Oil from Morocco with Sea Beet Extract Castor Oil Kalonji Oil
y Bajaj Almond Drops y Natyv Soul Argan Oil from France y Bajaj 100% Pure y Bajaj 100% Pure
Almond Argan Hair Oil Shampoo y Natyv Soul Pure Olive Oil Virgin Coconut Oil
y Bajaj Almond Drops y Natyv Soul Argan Oil Almond Oil from y Bajaj 100% Pure
Serum With Oil Conditioner California Jojoba Oil
y Bajaj Cool y Natyv Soul Argan Oil y Natyv Soul Enriched
Almond Drops Hair Serum Hair Oil with Rosehip
Hair Oil from Chile
y Natyv Soul Enriched
y Bajaj Almond Drops Hair Oil with Marula Oil y Natyv Soul Enriched
Soap With Almond Oil from Africa Hair Oil with Apple Seed
and Vitamin-E Oil from France
y Natyv Soul Hair Masque
with Buriti Oil from y Natyv Soul Hair Masque
Brazil with Shea Butter from
West Africa
y Natyv Soul Hair Serum
with Sacha Inchi Oil
from Peru
Bajaj 100% Pure Bajaj Coco Onion Bajaj Amla Aloevera Bajaj Brahmi Amla New Bajaj Sarson Bajaj Nomarks Ayurveda
Coconut Oil Non-Sticky Hair Oil Hair Oil Ayurvedic Hair Oil Amla Hair Oil
y Bajaj Nomarks y Bajaj Nomarks
Antimarks Cream Antimarks Soap
y Bajaj Nomarks
ti Antimarks Face Wash
4 Bajaj Consumer Care Limited 17th Annual Report 2022-23 5

GLOBAL PRESENCE
Overview
Corporate
Beyond boundaries
• International Locations
As a prominent India FMCG Company that specialises in personal Offices
care products, we have always envisioned a global expansion since
our inception and took purposeful steps towards it. Considering our
persistent strategic plans to expand our global footprint, we are ••
Cb
3
3
1
••
1 Mumbai
2 Udaipur (Registered Office)
currently present in more than 30 countries, including SAARC, the

Gulf and Middle East, ASEAN, and Africa.
6
02 ••
3 Noida
4 Kolkata
•• 2
5
••
4 8
••
5 Indore
6 Lucknow
•••
7 Hyderabad
8 Bangladesh
.,._;,-),,'.-:;r"'
• •
1
7
9 UAE
_. ~~o Plants
:)
~ .,,
~'lt?:>
/'"'<z,. 01 Paonta Sahib
f"'/-
,, ✓--- ~
4 ~ 02 Guwahati
/ 03 Dehradun
Canada
UK
>30
USA
Afghanistan
Jordan
Kuwait Tibet
Nepal
COUNTRIES Bahrain Bhutan
WHERE WE EXPORT UAE
Qatar Bangladesh Hong Kong
9 India
•• •• Oman
Laos
Saudi Arabia Thailand
9
Trinidad & Tobago
Cambodia Vietnam Philippines
Brunei
Singapore
Kenya Malaysia
OUTSOURCED
MANUFACTURING PLANTS Tanzania Indonesia
•• Fiji
3
Mauritius
Australia
OWNED MANUFACTURING
PLANTS
New Zealand
Note: Map not to scale

MILESTONES
Overview
Corporate
How we climbed the ladder
of growth, every year
Over the years, we have transformed into a strong Company with Great
an expanded product range and a robust financial profile. Place
To
Work .
~~~ CONSUMEJI CARE 2023

2010 2021
Certified as “Great Place
Expanded the We expanded our hair
To Work” for the 5th year
manufacturing footprint
2017 oil portfolio with the
2019
in a row.
by setting up a launch of Bajaj Amla
state-of-the-art plant in Established a Aloe Vera Hair Oil. The Automation and
manufacturing plant in Bajaj Corp Ltd
Paonta Sahib, Himachal range further grew modernisation in
underwent a name
2006-07 Pradesh. The Company's Guwahati, Assam and with the introduction of manufacturing.
Bajaj Almond Drops. change to Bajaj
successful Initial Public Pure Coconut Oil and
Consumer Care Ltd Launch of Gurukul and
Bhaumik Agro was Offering (IPO) raised Achieved a Guinness Sarson Amla Hair Oil.
(BCCL) and introduced Neev (Sales capability
incorporated in April approximately `3 billion, World Record for the Additionally, we ventured
Bajaj Cool Almond Drops programme).
2006 and subsequently
underwent a name
further reinforcing its
financial standing and
2013 'World's longest head
massage chain' initiative.
Hair Oil.
into the digital space
with the launch of two Launch of Bajaj 100%
change to Bajaj Corp Pvt. growth prospects. Acquired Nomarks brand We got certified as a brands: Bajaj 100% Pure Pure Henna and Bajaj
Ltd. in September 2007. from Ozone Ayurvedics. 'Great Place To Work' and Natyv Soul. NoMarks face serums
2008-09 2012 2016 2018 2020 2022

In 2008, Bajaj Corp Pvt. Ltd. Incorporated wholly- Received the ICSI CSR Bajaj Almond Drops Bajaj Almond Drops Introduced Bajaj Coco Onion
became a subsidiary of Bajaj owned subsidiaries in Excellence Award underwent a restage with underwent a restage, Hair Oil and expanded the
Resources Limited, Brands Bangladesh and UAE. in 2016. fresh packaging, while fortified with 6x Vitamin Almond Drops brand by
were licensed to Bajaj Corp Bajaj Coco Jasmine Hair E, and presented in new launching moisturising soap,
Parineeti Chopra was
Pvt. Ltd. (BCPL). BCPL Oil was introduced as a packaging. Additionally, Almond + Argan hair oil and
chosen as the brand
initiated manufacturing new product offering. we introduced the Hair serum with oil.
ambassador for Bajaj
operations with the first innovative Bajaj
Almond Drops We were certified as a
plant in Parwanoo, Himachal Zero Grey Hair Oil to
Hair Oil. 'Great Place To Work' for
Pradesh (2008). Expanding our product line-up
the 4th year in a row. A share
further, a second plant was and expanded rural
buyback programme was
established in Dehradun distribution through
also announced.
(2009), strengthening the Van operations.
Company's manufacturing Kiara Advani became the
capabilities. brand ambassador for
Almond Drops Hair Oil.
• •

STORIES IN FOCUS
Overview
Corporate
Leveraging and building
the brand equity of almond drops
Over the years, Almond Drops has consistently generated
significant value and established a dominant market
Initiatives Impact
1 crore+
presence through its distinctive branding in the hair oil • In June 2022, we launched Bajaj Almond Drops
industry. Our success lies in pioneering the market for Moisturising Soap, leveraging the strength of
almond-based hair oil and holding on a leading position the Bajaj Almond Drops brand to expand into VIEWS ON YOUTUBE FOR
new product categories. #DARONAHINDAREKARO CAMPAIGN
in the face of fierce competition for an extended period.
• Leveraging our premium positioning,
In our pursuit of enhancing brand visibility, we implemented a range of
initiatives and fostered innovation through new product launches. Our strategic
we launched Bajaj Almond Drops Almond
Argan non-sticky hair oil. 63 lakh+
decision-making and impactful measures have successfully amplified Almond • We also launched a hair serum with oil under PEOPLE REACHED OUT ACROSS
205 ONLINE COMMUNITIES
Drop's brand presence, yielding noteworthy outcomes. the Bajaj Almond Drops Brand.
10 lakh+
Since 2020, we have embarked on a transformative journey aimed at achieving
more stable growth in our revenue. To realise this goal, the company has
actively diversified into new product categories, leveraging the strong brand
equity of Almond Drops. In addition, we have expanded into skincare and
Actions PEOPLE REACHED OUT THROUGH
INFLUENCER MARKETING
haircare categories.
• Going digital has played a pivotal role in
strengthening the Bajaj Almond Drops equity
online and driving brand awareness through
77%
various channels and products that we have
to offer. Way forward
• In order to energise the brand further,
% OF TOTAL MARKETING BUDGET WAS Moving ahead, our vision entails cultivating Bajaj
renowned actress- Kiara Advani was
ALLOCATED TO ALMOND DROPS IN FY'23 Almond Drops into a comprehensive portfolio
onboarded as brand ambassador. This will help
encompassing products in diverse personal
us get a stronger connect with youth.
care categories over the upcoming years. Our
• New Social Media campaigns -
37%
unwavering commitment lies in harnessing the
#DaroNahinDareKaro Challenge. robust reputation of the Bajaj brand to extend our
• Community Marketing. presence beyond haircare and skincare, exploring
• Our Power of almond campaign is leveraging new horizons within the personal care domain.
INCREASE IN MARKETING SPENDS IN influencer marketing with nutritionists and This showcases our resolute determination to
ALMOND DROPS PORTFOLIO excel in this dynamic and ever-evolving market.
lifestyle influencers to connect with millennial
and GenZ.
10 17th Annual Report 2022-23 11

STORIES IN FOCUS
Overview
Corporate
Expanding our addressable market in
hair oil and entry into coconut oil
A pivotal aspect of our current transformation involves
expanding the scope of our business by enlarging our
The overall Indian hair oil market is
worth more than H 13,000 crore. Through
Impact
addressable market and diversifying our product range, its market-leading ADHO brand, Bajaj • In FY 2022-23, we have
aiming to achieve sustainable results. While our flagship Consumer Care was previously catering to registered one of the fastest
brand, Almond Drops Hair Oil (ADHO), remains the primary only the light hair oils market, which was growths in the hair oil industry.
catalyst for our top-line growth, the contribution of other worth just H 2,000 crore. The Coconut oil
brands in overall revenue has also increased significantly market estimated to be worth H 5,000 crore • Bajaj 100% Pure Coconut Oil has
during FY23. accounted for a major proportion of the been an excellent success owing
remaining market. In a bid to expand the to consumers' trust in its quality
addressable market, we entered the coconut
85%%
oil category as well as launched new • Non-ADHO sales have
products under the Amla brand. With Bajaj grown significantly since
100% Pure from the coconut oil range, last year, now accounting for
BCCL'S ADDRESSABLE MARKET IN
HAIR OIL AND COCONUT OIL we more than doubled our addressable approximately 12%.
market in the overall hair oil industry
from 40% to 84%. We have grown our • Our strategic plan includes
market share in the Indian hair oil market a focus on increasing the
over the last few years by increasing the proportion of our non-ADHO
addressable market and diversifying our portfolio in the coming years.
product portfolio.

STORIES IN FOCUS
Overview
Corporate
Investing in the future
Diversification of product portfolio,
new-age channels and digital marketing
Historically BCCL has relied on traditional sales

channels and marketing for Sales growth. However,
We are creating a digitally savvy
organisation to connect and maintain
Impact
led by digitisation, consumer behaviour and the retail relevance with new-age customers. • New Product Development
environment is changing rapidly. We at BCCL have Having analysed changing customer (NPD) now accounts for 13% of
also adapted well to this changing environment. preferences and buying patterns, we sales from 0.7% as compared to
We have strategically focused on modern trade and introduced digital-first brands, namely Bajaj two years ago.
e-commerce by launching new products specifically 100% Pure and Natyv Soul. These brands
designed for consumers who prefer these channels. are being supported by digital marketing • In two years, the contribution
In addition, we introduced two new brands, Bajaj efforts as we seek to scale our offerings. of e-commerce to total sales
100% Pure and Natyv Soul, to cater specifically to the We gained momentum in sales, particularly has grown to 7% of sales from
needs of these consumers. in modern trade and e-commerce channels. 2%. In the same period, Modern
Almost one-third of our marketing spend trade has jumped to 9% from 5%
To meet the needs of such consumers, we have also is attributed to digital and e-commerce of sales.
substantially increased our investment in marketing channels combined, up from ~10% three
on digital platforms. About a quarter of our marketing years ago. • Share of digital marketing
spends is now directed towards these platforms expense is now close to 20% of
and consumers. We are also applying digital marketing our total marketing expenses in
efforts across our key brands. We launched line with changing consumer and
12%+
the new ADHO campaign with our new brand media trends.
ambassador Kiara Advani on social media,
and the initial response has been good.
CURRENT VS. 6% IN FY 2020-21 NEW PRODUCT We have used marketing initiatives to drive
DEVELOPMENT (% OF TOTAL SALES)
awareness across the beauty, parenting and
7%
lifestyle communities and are also using
social media influencers to generate interest
amongst followers.
CURRENT VS 2% IN FY 2020-21
(E-COMMERCE (% OF TOTAL SALES)

PERFORMANCE REVIEW
Overview
Corporate
Throughout our journey of transformation, we have
witnessed significant improvement, positively impacting
our business results. This ongoing evolution has laid a
solid foundation for our future performance. The key
to our success will be the continuous expansion of
our product portfolio, as we strive to cater to diverse
consumer needs and preferences. By introducing new and
innovative offerings, we aim to capture additional market
segments and maximise growth opportunities.
Equally important are our initiatives to drive internal

process efficiencies. By streamlining our operations,
optimising resources, and adopting cutting-edge
technologies, we can enhance productivity, reduce costs,
and improve overall performance. These efforts will
enable us to operate with greater agility, responsiveness,
and competitiveness in the market.
Growing from strength to strength: Looking ahead, product expansion along with its
successful market execution will be a key to success in
A journey of resilience the future. We remain committed to delivering exceptional

value to our customers and stakeholders while staying
attuned to market dynamics and embracing innovation as
a driving force for sustained success.

MESSAGE FROM THE CHAIRMAN
Overview
Corporate
Sturdy in a
volatile environment
Dear Shareholders,
“ “
It gives me great pleasure to present to you the
17th edition of the Bajaj Consumer Care Annual Report. Our consolidated sales surged by It is worth noting that the strategies we envisioned and FY 2022-23 has been yet another
FY 2022-23 brought forth tremendous opportunities 9.5% YoY reaching J949.1 crore–a implemented a few years ago are now bearing fruit. BCCL’s challenging year for us. We have
strong performance is attributed to the diversification of
as the Indian economy rebounded from the COVID-19 remarkable feat in a year that its product portfolio, synergised with our flagship hair oil,
been tested on our resolve to
pandemic, with pent-up consumption ready to surge.
As anticipated, India achieved the highest GDP growth
was difficult for major hair oil Bajaj Almond Drops. In addition to the strong commitment persist with our strategies to invest
rate among global economies, underscoring the strength companies. Bajaj Consumer Care to our brands and expanding our product suite, our for future growth, despite facing
of domestic consumption. Although inflation pressures Limited achieved one of the fastest investments in new product launches, promotions, and immense margin pressures.”
distribution channels have strategically positioned us to
were felt globally due to high demand and supply issues, growth rates among all major hair attain sustainable top-line and earnings growth.
the Reserve Bank of India’s (RBI) moderate rate increases
provided a cushion to the economy. With the inflationary
oil players, a testament to our We have intensified our focus on ESG-related processes
On the sales front, we proactively strengthened our urban
pressures subsiding, lower costs, and a potential pickup improved execution, diversification, reach by adding around 35,000 outlets to our distribution
and investments, enlisting the assistance of external
consultants to establish robust policies and frameworks.
in demand, we are positioned exceptionally well to record and a more premium mix network. Furthermore, we successfully attracted top Lowering our carbon footprint, reducing wastage, and
strong top-line growth in the future. The pandemic also of products. retailers through attractive incentive plans. minimising resource consumption, including water and
caused a significant shift in customer-buying behaviour
In December 2022, our Board approved and initiated energy, remain key priorities for us.
to digital channels, and our FMCG brand, among
many others experienced remarkable traction in the a share buyback programme to further enhance In summary, this has been yet another challenging year
e-commerce sector. shareholder returns. Moreover, we reward our for us. We have been tested on our resolve to persist
shareholders with a final dividend for the FY 2022-23, with our investment strategies for future growth, despite
Hair oil continues to maintain high household recommended at C 5/- per equity share by the Board facing immense margin pressures. We will continue
penetration, nearing 93% levels. However, the adverse of Directors, subject to the approval of shareholders in investing in our brands and channels, and we remain
impact of inflation and slowing rural demand dealt a ensuing Annual General Meeting. confident in achieving solid growth in the future.
major blow to most companies in the sector during
FY 2022-23. The hair oil industry witnessed approx. I take this opportunity to thank all our stakeholders for
3% reduction in value and volume. The weakening rural their unwavering support throughout the difficulties
demand for discretionary products, owing to lower we faced during the year. I firmly believe that we stand
disposable incomes, eroded top-line growth for many taller and stronger today than we did a year ago, and
FMCG companies. However, despite the challenges, our dedication to delivering incremental value to all
we manoeuvred the turbulent waters adeptly, achieving our stakeholders remain steadfast. I also take this
growth in our modern trade and e-commerce channels, opportunity to reiterate our commitment to our core
thereby offsetting the decline in rural demand. Our values of integrity and propriety in business to build
consolidated sales surged by 9.5% YoY reaching customer trust.
H949.1 crore–a remarkable feat in a year that was difficult
for major hair oil companies. Bajaj Consumer Care Kushagra Nayan Bajaj
Limited achieved one of the fastest growth rates among
all major hair oil players, which testifies to our improved Chairman
execution, diversification, and a more premium
mix of products.

MESSAGE FROM THE MANAGING DIRECTOR
Overview
Corporate
Fuelling growth through
transformation and diversification
“ Delivered top line growth of
“ Our marketing investments
We take immense pride in our Company’s unwavering prioritise training and development to build capabilities within
resilience, especially during the most challenging times. our workforce. With strong growth levers already in place,
8.4% despite a decline in hair oil Throughout FY 2022-23, we implemented a range of
continued in the conventional, we are actively exploring opportunities in emerging categories
industry in India. This was aided measures to mitigate the adverse effects of inflationary digital and E-commerce mediums. where we believe we can excel and have a right to win. As we
by doubling contribution of new pressures of raw materials and subdued in demand Our advertising and promotion stabilise and create strengths in the domestic market, we
products and excellent growth conditions to deliver high single digit top-line growth. (A&P) spend jumped 26% YoY to have started investing in select international markets which
we believe will be major growth drivers for the Company in
in new age channels of Modern Our transformational journey to make this a fast-paced, support the launch of new products the short to medium term.
Trade and E-commerce.” consumer-focused, forward-looking Company continued and digital marketing activities.”
in 2022-23. We have made substantial progress in each As we move ahead, our commitment to sustainability and
of our strategic pillars of growth in FY23. Expansion of and better on-ground execution, we achieved substantial environmental stewardship remains a cornerstone of our
distribution in urban markets has helped our flagship gains in market share in top key accounts of Modern operations. We persistently strive to minimise our carbon
brand‑Bajaj Almond Drops Hair Oil regaining momentum and trade. E-commerce delivered excellent growth as we footprint and greenhouse gas emissions, recognising
registering growth in FY23. One of the key transformations laid emphasis on increased investment in on-platform the importance of lowering our impact on the planet. We
we are undergoing is broadening the base of our business visibility and digital marketing across various social media. have taken some necessary steps to achieve this. Through
by enhancing the addressable market for us in hair oils and E-commerce witnessed a stupendous growth by more than meticulous optimisation of packing material usage and
expanding our product range beyond hair oils in skin and hair doubling its turnover with significant contribution from new specifications, we have successfully reduced the consumption
care categories to deliver sustainable growth over the mid to products. This channel will remain instrumental in scaling of packaging material per litre of hair oil sold. Furthermore,
long term. Expansion of our Hair Oil Portfolio has helped to up our premium portfolio in the coming years. we have implemented energy-saving measures within our
drive top-line through new products in the Amla and Coconut plants to curtail energy consumption. Our dedication to
Our marketing investments remained robust in both
Portfolios. Bajaj Almond Drops extensions in Hair care & Extended Producer Responsibility (EPR) ensures that we
conventional and digital media with the latter being
Skincare categories are scaling up as per plan. In June 2022, meet our commitments and that our products are responsibly
substantially scaled up for both ADHO and new products.
we successfully launched Bajaj Almond Drops Moisturising managed throughout their lifecycle.
Our advertising and promotion (A&P) spending increased
Soap to widen our Bajaj Almond Drops portfolio after a
by 26% over the previous year as we continue to invest in Water conservation and the replenishment of water sources
successful launch of Bajaj Almond Drops Hair Serum with oil
our brands for long-term growth. We also onboarded the are integral to our plant operations, and we have made
and Bajaj Almond Drops Argan+ Almond Oil in FY22. Building
well-known and popular celebrity, Kiara Advani, as our significant progress in this vital endeavour. Upholding our
upon this success, we intend to introduce more new products
brand ambassador, infusing youthful energy and vibrancy responsibility as a corporate citizen, we actively contribute to
under the umbrella of Bajaj Almond Drops. They are being
into our brand. Our advertising campaigns have received preserving this precious resource.
supported by visibility on digital platforms and off-platform
tremendous response in both conventional and social media
awareness campaigns. Our Digital First Brands continue Looking ahead, our strategic focus centres on scaling up
resulting in an increased consumer purchase intent for
to witness steady growth and we will keep supporting them our existing portfolio and introducing exciting new products
the brand.
through Digital media as we continue to make a foray into the that will meet evolving consumer preferences. Execution
premium personal care space. In future, we aim to leverage In the year 2022-23, we continued our transformative excellence across various channels will serve as a driving
the strong equity of the “BAJAJ” brand to drive growth in journey of revamping our Company across various aspects, force for our top-line growth in FY 2023-24. Additionally,
skincare, hair care and other personal care categories. including people, processes, systems, governance, we will persistently drive premiumisation within our portfolio,
compliance, and ESG initiatives, among others. Significant rationalise cost structures, and embark on automation and
Despite the challenges in the rural market, the General Trade
investments in our people have resulted in a management digital transformation initiatives to fuel our growth trajectory.
channel of the Company delivered robust growth in both
team with a strong background and pedigree to lead
retail and wholesale backed by retail initiatives and wholesale I would like to express my gratitude to all the stakeholders for
the Company forward. We have increased our focus and
activations. Several initiatives like focus on sales capability, their invaluable support during this period. At BCCL, we have
investments in building capability amongst our team with
sales process improvement and retail focus which have been a strategic vision in place that will enhance shareholder value
focus on both strategic thinking and execution excellence.
initiated in the year, will pave the way for future growth in over the foreseeable future.
We reckon that this is just the beginning of our journey.
General trade.
We are confident these cornerstones of pillar that we
Sincerely,
Organised Trade (OT) which comprises Modern Trade, lay today will pave the way for our success in the future.
E-commerce and Institutions witnessed a strong growth We have invested in digitalisation and automation across Jaideep Nandi
of 61% in the last year. With initiatives taken for channel- the organisation to boost productivity, modernise our supply
specific products in key markets, merchandising support chain and manufacturing operations to drive efficiencies, Managing Director
17th Annual Report 2022-23 21

VALUE CREATION
Overview
Corporate
At every stage of our value chain, our focus has been on
generating incremental value. We believe in cultivating
a sustainable and responsible business model that not
only drives profitability but also positively impacts all
our stakeholders.
To achieve this, we strive to integrate social and

environmental considerations into our decision-making
processes. By embracing responsible practices and
initiatives, we aim to minimise our environmental
footprint, promote ethical sourcing, and foster a culture
of inclusivity and diversity within our organisation.
Furthermore, our commitment to delivering positive

value extends beyond financial gains. We aim to create
a positive impact on the communities where we operate
by supporting social causes, engaging in philanthropic
efforts, and empowering local economies. By actively
collaborating with our stakeholders, we foster long-term
partnerships based on trust, transparency, and
mutual benefit.
Our dedication to creating incremental value permeates

every aspect of our operations, from product
development and manufacturing to marketing and
customer service. By constantly striving for innovation,
Creating value for all efficiency, and excellence, we ensure that our products
and services exceed expectations, providing tangible
benefits to our customers.
We remain committed to pursuing this vision, guided by

the principles of integrity, transparency, and the shared
prosperity of all our stakeholders.

VALUE CREATION MODEL
Overview
Corporate
Creating value We are utilising our powerful brand to expand our reach and strengthen our
across the chain presence in the personal care industry. Our robust financial position and
advanced manufacturing capabilities are supporting our growth objectives.
Additionally, we are consistently working towards reducing our environmental
impact and fostering community development, with a focus on creating value.
Inputs What We Do Areas of Presence Outcomes
Financial Capital
@ H 839.18 Crore H 2,700 Cr
Market capitalisation
0
Net debt
We are a consumer Company
which is engaged in: ½~ H 987 Cr H 146.2 Cr
Shareholder’s equity Revenue EBITDA
(I) Manufactured Capital

3 9 1.42 lakh sq ft
y Driving a culture of
innovation to create newer
pathbreaking products for
consumers across
J;)J Hair care
H 9.52
per share Basic EPS
H 139.8 Cr
PAT
(~,
Wholly-owned units Outsourced Warehousing space the globe y Zero Lost Time to Injury
with high speed manufacturing units y Helping consumers feel ,;,_ ~~
~72 y Reduced cost of production
manufacturing lines 31%+ good, look good and get y Enhanced manufacturing capability
10
Total offices
20
Total warehouses
Inputs sourced from
MSME/local suppliers
more out of life with our
premium mixes
y Making our products
accessible even in the
~& Skincare
through training and development
y Improved asset effectiveness in operations
®
Intellectual Capital
H 11.7 Cr
Total R&D spend in last
8
Members constituting
farthest corner of the rural
markets
y Developing digitally-
,~
.fli'g_
~~ 23.19%
People associated with the Company
46.87%
New hires in corporate functions
5 years the R&D team enabled and efficient ways
to continuously add more
rJ1 - for >5 years are women
value for our consumers (i 1 Styling

y Awarded the ‘Great Place to Work’
certification for the 5th year in a row
90%
Human Capital and customers Employees trained under various
@) > H 86.7 Cr 470 700+
training programmes
Employee benefits Permanent employees Hours of training

expenditure imparted to workforce
1,200+
Number of distributors
580 8,000+
Villages benefitted Farmers reached
Social and Relationship Capital

40,000 20,000+
> H 26.5 Cr 1,000+ > 43 lakh Population covered Acres of land covered under water
CSR spend in the last 5 Vendors Retail network resource development initiatives
years
Natural/Environmental Capital
28% 14%
y Rivers/streams y Reduction in y Improvement in crop Overall reduction in water Reduction in Scope 1 CO2 emission
rejuvenated through total energy yields of farmers consumption in FY23 in FY23
water resource consumption through our CSR
development programmes 26% y Conservation of resources to reduction
programme Reduction in wastage through material usage
*as on March 31, 2023

BUSINESS ENABLERS
Overview
Corporate
Expanding distribution
to enhance reach
Omni-channel Presence
We have increased the
Key Sales and Distribution Objectives Way Forward
For the past seven decades, we have played a key role In FY24, we will continue to strengthen our sales capability
in India's personal care market and built a strong Successfully executing new launches through a combination of classroom and online training number of outlets under our
reputation. The digital revolution has changed customer for our frontline team. Urban initiatives will be tailored
behaviour and tastes. To meet these changing needs,
Building sales capability
for metros and towns with populations of 10 lakh+ and visibility programme by 3X.
This increase in visibility
we have adapted our distribution network to provide 5 lakh + separately. Our focus on top-end retail will
convenience and accessibility. We classify these increase the visibility of stores by 3X, enhance the retail
distribution outlets into two parts: General trade (general
retail stores and local corner shops) and Organised trade
Scaling up Organised trade loyalty programme, and incentivise wholesale for selling
new products. Lastly, we aim to engage and motivate
supported by media has
- composed of Modern trade (large retail outlets) as well our channel partners through physical meets to ensure enabled us to become one
as E-commerce. Distribution expansion in both urban and rural markets strong relationships.
of the fastest-growing hair
General Trade Building sales infrastructure and improving market hygiene oil company. We have deep
Vans Drive Rural Connectivity
Our reach has significantly expanded throughout the
country, with over 43 lakh outlets now being served by
reach in rural markets and
our robust distribution network in both urban and rural
and conducted classroom training programs to equip Our van initiative was launched nearly three our wholesale engagement
areas. Additionally, we have implemented a retail loyalty
plan has been extended
them with the necessary skills. To reinforce their learning, years ago to increase our presence in the
programme in select cities and plan to expand to more rural market, which still accounts for ~45%
e-modules were also created. Our continued focus on
to rural to further expand
cities in the foreseeable future. of domestic business. The results so far have
sales fundamentals and efficiency positively impacted
In the fiscal year 2022-23, General Trade experienced retail growth. been positive; especially during the pandemic
modest growth. However, there was a decline in rural
In summary, despite subdued rural demand, our focused
period. Furthermore, these operations have also our footprints.
demand compared to the previous year. On the other served as a trigger for new product launches.
expansion in urban markets, bolstered by new product We plan to cover villages with a population of
hand, the urban market performed exceptionally well,
launches, strong sales capabilities, and a commitment 5,000 or more in the near future and boost our
witnessing a growth of approximately 12%. To capitalise
to reducing reliance on specific product portfolios, has sub-stockist network by converting bigger towns
on this growth, we focused on expanding our distribution
contributed to our overall growth in General Trade. into sub stockists. In the current year, we will
network in urban areas, successfully adding around
43,000 new outlets. evaluate the vans individually and optimise
43 lakh+ 6 Cr+
these operations.
We also made efforts to strengthen our presence in key
retail and wholesale outlets, investing in-store visibility.
37k
This strategic approach played a significant role in driving OUTLETS SERVICED CONSUMERS SERVICED
retail growth, which saw an impressive increase of
approximately 19% in FY23. Wholesale also experienced Furthermore, urban markets emerged to be significant VILLAGES PENETRATED THROUGH OUR VAN
growth, albeit at a more moderate rate of around 6%. growth drivers in FY 2022-23. To sustain this momentum, OPERATIONS TILL FY 2022-23
FY 2022-23 marked a continuation of our efforts to scale we will continue to invest resources and employ targeted
up the new products launched in the previous year. The marketing strategies to capture the urban consumer's
Coconut oil portfolio continues to perform well with attention. Simultaneously, we recognise the untapped
620
Bajaj 100% Pure Coconut Oil getting positive consumer potential within the wholesale channel and have devised
responses owing to its purity and quality. Additionally, we plans to strengthen our execution in this domain through
successfully introduced Bajaj Almond Drops Moisturising an improved wholesale programme in the coming year.
NUMBER OF VANS IN OPERATION
Soap across various channels and are now focused on Recognising the importance of reaching consumers in (AVG PER MONTH)
further expanding its presence. The non-ADHO portfolio rural areas, we have broadened our reach by establishing
now accounts for 12.4% of our overall business in General a nationwide network comprising approximately 600
Trade, aligning with our goal to reduce reliance on operational vans. This concerted effort ensures that
Bajaj Almond Drops Hair oil. our products are accessible to customers in even the
This year, we placed considerable emphasis on most remote locations, thereby driving growth and
enhancing the sales capability of our frontline sales brand loyalty.
team. We developed comprehensive learning modules

BUSINESS ENABLERS
Overview
Corporate
Modern Trade E-commerce
Modern trade, a vital distribution channel, has presented In response to the changing consumer landscape, our Way Forward
us with a remarkable opportunity to showcase our brands Company has strengthened the presence of our core
Looking ahead, we remain committed to expanding
prominently on the shelves of major retail chains. brands ADHO, CNO and other hair oils on e-commerce
our distribution network, both in the e-commerce
platforms. In addition, we have also embraced the surge
Through strategic partnerships with renowned retailers space as well as modern trade. Increased investments
of digital brands in the premium segment by launching
across India, we have been able to establish enduring in visibility and concerted efforts to strengthen our
two digital‑first brands, Natyv Soul and Bajaj 100% Pure.
relationships that have proven to be mutually beneficial. presence in key accounts both offline and online is part
As a result of these efforts, our e-commerce business
With the right assortment in place which is suited for the of our forward‑thinking strategy. By capitalising on
witnessed remarkable growth of 2.5 times in FY23.
channel, we have been able to leverage the strength of the opportunities presented by both modern trade and
Recognising the potential of e-commerce, we have been
our brands fully. e-commerce, we aim to drive sustainable growth and
constantly innovating our approach to meet the evolving
solidify our position in the market.
We have witnessed an impressive 67% growth in modern requirements of this business model.
11
trade. This growth has come across all customers and
Our strategic plans include implementing performance
all geographies. While Bajaj Almond Drops Hair Oil
marketing initiatives and leveraging e-commerce analytics
(ADHO) has grown strongly behind market share gain,
to enhance our understanding of consumer behaviour. This B2C PLATFORM PRESENCE
Coconut (CNO) and other non ADHO portfolio has scaled
has led to a substantial increase in market share within
up significantly.
hair oils. We aim to increase market share in the personal
By diversifying our product

care category by launching new products and focusing
on performance-driven marketing strategies. We have 9
established strategic alliances with major e-commerce B2B PLATFORM PRESENCE
range and catering to the players, including Amazon, Flipkart, Blinkit, Big Basket,
1 Mn+
Nykaa, Swiggy, Purplle, Myntra and many more.
specific preferences of our Way Forward Joint business planning, advanced event participation and
target consumers, we aim to Our commitment to modern trade has yielded remarkable launching exclusive packs on these platforms has been CONSUMERS SERVED ON
results, and we are determined to build upon this success some of the key initiatives. E-COMMERCE PLATFORMS
boost sales and solidify our in the future. Expansion of the portfolio and introduction
market position.
160%
of the right new products and SKUs will continue to
remain the focus. We will also continue to invest heavily
in brand-building efforts within the channel. On-ground
field strength will be expanded significantly to ensure GROWTH IN E-COMMERCE SALES IN FY 2022-23
the in-store experience remains at par with the best in
Some of the success stories are: the industry.
y Gain in market share in key modern trade

accounts
y Growth in Non-ADHO sales
5,831 International Markets
MODERN TRADE OUTLETS SERVICED
y Increased presence in pharma channel We identified the international business as
through new collaborations a lucrative opportunity and have initiated
y Volumes driven by large packs made for measures to drive growth in those markets.
Modern Trade Our new channel partners in countries in the
y Capability building among modern trade Middle East and Africa region have been starting
sales force to yield results and drive top-line growth.
We have built a team in Bangladesh for local
Additionally, we have increased our mix of larger packs manufacturing operations and expect to expand
offered at discounted rates to drive profitable growth in further into other international markets. The
Few priorities in Modern Trade are as follows: the e-commerce sector. massive Indian diaspora in our international
markets is a major factor in the success of our
y Better sales execution of new launches In the FY23, organised trade, which includes modern
ADHO business even in global markets. Over
trade and e-commerce, contributed significantly to our
y Robust in store execution the medium term, we expect our international
business, accounting for 21% of our overall revenue.
y Continue activations to drive markets to be a key growth lever, although
Meticulous planning, enhanced customer engagement,
consumer interest we acknowledge that significant work still needs
an effective assortment strategy, and investments in
to be done on that front.
visibility have played a pivotal role in our exceptional
performance within the organised trade segment.

. ' -
BUSINESS ENABLERS
Overview
Corporate
Creating brand awareness through
targeted marketing efforts
Community Marketing
Pursuing relevant brand communication
strategy for customers
From Traditional to Modern Social Media Behind

Marketing Methods New ADHO Campaign
We have been investing in TV and print ads and will carry
Beauty Parenting Lifestyle
1.3 crore
on doing so. Recently, however, with customers' tastes
evolving, we are quickly modifying our allocation of
63 lakh ~18,000 17%

media spending to digital platforms. Currently, roughly
a third of our marketing budget is devoted to digital and VIEWS OVER DEC-JAN
24 lakh
e-commerce - a huge step up from the 10% it was three PEOPLE REACHED OUT USER CONTENT CREATED % INCREASE IN ALMOND SOV
years ago. For further impact on the target demographic, IN 205 ONLINE COMMUNITIES IN THESE COMMUNITIES
we add social media influencers to our communication
VIEWS ON KIARA'S HANDLE
plans every now and then.
Organic visits on our social

18-20% of sales
A&P SPENDING IN FY 2022-23.
assets gone up by 65%
Power of Almond Campaign
3 lakh
To inject a youthful appeal into ADHO,
Using Digital Marketing we recently signed popular Bollywood
actress Kiara Advani as the new brand
Our digital marketing efforts are getting connected with PEOPLE REACHED OUT WITH INFLUENCERS ambassador. The campaign “Boring Nahi,
young generation consumers, and you can see the results
Ban Ja Toofani” conveys the message of
in terms of both E-commerce and Modern trade. We use
social platforms and social media influencers as part of Influencer added as styling hair fearlessly without worrying
about hair fall. In order to consolidate
our digital marketing efforts. We also support our digital
brands through these measures.
a part of the digital our market leadership in this segment,
campaigns we expect these initiatives to connect the
brand with young women.
Almond as a Superfood –
A Digital-Only Campaign
We launched a new digital-only campaign, projecting
almonds as a superfood since its benefits are not
restricted to hair nourishment alone. The objective of The social media activity
the campaign was to build the profile of almonds as a
superfood. Brand equity of Bajaj Almond Drops is being
for the ADHO campaign
further strengthened to extend the benefits of almonds to “Daro Nahi Dare Karo”
other category such as skin care and personal care.
had 1.3 crore views
over December 2022 to
January 2023.

BUSINESS ENABLERS
Overview
Corporate
Fostering innovation through
research & development
Driven by our dedication to quality, safety, and efficacy, we aspire to Innovative products launched during the year
positively impact millions of lives through our innovative personal
care products. Our strong research and development capabilities Bajaj Almond Drops Soap (June 2022)
underpin everything we do, enabling us to continuously create Our Research
effective solutions for healthy hair and skin. Recognising the prevalent need for a solution that addresses the concerns of dry
and dull skin, we launched this product to nourish and moisturise skin, providing
deep hydration and restoring its natural radiance.
Bajaj Almond Drops Serum with Oil (July 2022)
Understanding the unmet needs of

the consumers
Our Research
Understanding the widespread concern of consumers with rough and frizzy hair,
we set out to develop a solution that combines the nourishing benefits of almond
and argan oils to mend frizz, smooth out roughness, and add shine to the hair.
iII
Bajaj Almond Drops Almond Argan Hair Oil (July 2022)
Our Research
Addressing the concerns of consumers with sticky hair, we introduced a
Recognising their needs gender-wise lightweight and non-greasy solution that effectively tackles this issue.
Research and
Development
at the Core Innovative products under No Marks
Further, apprehending the needs age-wise,
as there is an increase in new-age consumers No Marks 2% Salicylic Acid Serum No Marks 10% Niacinamide Serum
including GenZ and GenX (Launch in June 2023) (Launch in June 2023)
Accordingly, we leverage innovation in our _,_

product suite to constantly meet the needs of raa-s.._ ~_
the consumers • u
~~ --1
©- ,'r..'i::
fl, -, .~
With growing demand for skincare solutions, we are excited to announce the upcoming launch of our new products specifically
designed to target common skincare concerns such as acne, uneven skin tone, and pigmentation caused by ageing.

BUSINESS ENABLER
Overview
Corporate
Operational excellence through
automation, modernisation of
manufacturing and IT Efforts that increased Operational Efficiency
Operations excellence is at the heart of our manufacturing Initiatives Results

plants with a special focus on delivering quality products with
an emphasis on resource optimisation and carbon footprint High Speed PET Line commissioned y Improvement in manpower productivity
at Paonta Plant
reduction. We continue to invest in automation for improving y Reduced carbon footprint by reducing energy
the scalability of our operations with improved productivity. consumption per unit
y Variable cost reduction by 20%
y Capacity enhancement
Modernisation of Manufacturing Excellence
Manufacturing Facilities
J 2.9 crore
The Company has taken steps to automate its
manufacturing operations in order to improve efficiencies
Modernising manufacturing facilities is essential
and optimise resources to reduce the carbon footprint.
for staying competitive in the market and enhancing OF TOTAL INVESTMENT
We have instituted a smart manufacturing framework MADE IN PAONTA PLANT
operational efficiency within the organisation. At BCCL,
which is a holistic framework based on the philosophy
we recognise the significance of this and have upgraded
of TPM to improve the overall equipment efficiencies
our production processes and infrastructure in
(OEE), reduce changeover and start-up times, improve
our plants.
maintenance practices and enhance the capability and
High Speed Pouch Line y Enhanced speed of the line with increase
By incorporating state-of-the-art machinery and skillsets of the people.
commissioned at Guwahati Plant in capacities
automation systems, we enhanced productivity, efficiency,
The Company continues to focus and invest in plant y Variable cost reduction by optimising
and quality control. Our modernised facilities allow us to
safety, quality, productivity, automation and waste manpower and energy
respond swiftly to customer needs with faster turnaround
reduction to improve the overall efficiency of its
times and increased production capacities. y Carbon footprint reduction
manufacturing operations.
Additionally, our commitment to sustainability drives y Reduction in wastages
eco-friendly practices in our plants, reducing our carbon
footprint. Through modernisation, we aim to set new
industry standards and deliver products that meet
J 72 lakh
OF TOTAL INVESTMENT
customer expectations while promoting a greener future. MADE IN GUWAHATI PLANT
J 68.7 lakh
OF SAVINGS FROM TOTAL PRODUCTIVITY
Recognised for Excellence
INITIATIVES INCLUDING 14 LOW-COST Teams of both Guwahati and Paonta Sahib won Par Excellence and Excellence Awards respectively
AUTOMATION PROJECTS at 36th National Convention on Quality Concept NCQC 2022, Aurangabad Chapter, Maharashtra.
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BUSINESS ENABLER
Overview
Corporate
This year, we further strengthened our IT systems in many areas as we worked on our core systems including SAP, Enhancing Security Way Forward
digital sales systems, expense management systems, and infrastructure and security.
We have deployed cyber security systems to enhance the We plan to enhance the usage of data analytics including
network and information security within BCCL which will sophisticated tools for insight-driven decision making.
help safeguard our systems from any cyber or malware Artificial intelligence would be leveraged in certain areas
attack in future. We plan to keep taking measures for data to help teams get useful information for the achievement
leak protection in susceptible areas. Given the constantly of their KPIs. For improving efficiencies in some of the
··· ... evolving threat landscape, we will continue upgrading our internal processes, we plan to introduce robotic process
• Email - Security SAP S/4 HANA
. 0 IT systems. automation (RPA).
2
• Data Protection
The Company continues
o. 1
Firewall Banking Integrations to scan the environment
and look at various
: . Active Directory
an
d Secu
rity
SA
03 opportunities in this fast
. e
. evolving field for driving

r
P
tu
business growth with

uc
: :
str
Cyber Security SAP Success
resilient systems.
Infra
Factors
Core
Infra, security, ERP,
DMS, SFA,
VAN, Expense
Digitising our Value chain
We continue to assess the entire distribution value
chain for our digitalisation initiatives and have deployed
Fun
systems for the last mile, including sub-stockists,

Travel and Expense Business Analytics • f
c
retailers and rural-oriented vans. Our investments in

ke
ti o
Applications (Power BI)

ar
IT systems have ensured we can generate KPI-specific

na
Ap
M
o
l
et
pl dashboards and reports providing insights from the entire
ic a t
t io R ou distribution chain including last-mile sales.
ns
0 6
· .. Document
Management System SFA - Urban & Rural
4
Automation Driving Efficiencies
Across the Board
We have implemented various automation initiatives
across the value chain seamlessly integrating with the
Governance and
Compliance VAN Sales front-end applications. Some key ones as below
5 Applications Application
• y Pan-India tracking of rural vans on real time basis
and data from sub-stockists for effective control and
insightful reports on rural market.
y Efficiencies through automation in the transaction

processes in SAP S/4 HANA.
IT Stacks Using Data Analytics to

Generate Insights
1 High Sustainability 3 Distribution Network 5 Digitisation The Company is using enhanced data analytics to drive
insights into both financial and non-financial metrics for
2 Reporting 4 Customer Experience 6 Mobility effective decision making. Data lakes have been created
with data from all the systems to help us build customised
solutions for various stakeholders.

OPERATING CONTEXT
Overview
Corporate
Consumer landscape
remains highly dynamic
The consumer industry has been witnessing a dramatic change in the
consumer behaviour and expectations as well as the outreach methods to
accommodate new-age digital channels.
Rapidly Changing Sustainability: A Key Decision Digitalisation and Data Analytics Volatility of the
Customer Preferences Factor for Customers Forward-looking organisations are seeking to drive External Environment
Customers are more conscious of health, wellness Most modern consumer-facing companies are internal efficiencies by deploying systems which FMCG companies have faced considerable
and beauty-related products, especially post the incorporating environmentally friendly materials from automate or quicken processes. Companies which challenges in recent times due to the volatility of
pandemic and are willing to invest in themselves. sustainable sources for manufacturing and packaging. proactively seek to enhance their audience's reach the external environment. Factors such as inflation
Many customers do not mind paying a premium for Many companies have started recycling products and and optimise consumer experience will thrive. The and the implementation of central bank policies to
quality products or for spending additional money started using biodegradable materials or paper as FMCG industry is experiencing significant changes increase interest rates have had an adverse impact
on themselves. In the modern era, millennials are well as reusable packing to reduce plastic waste. Many in customer expectations and actions, which makes on the industry. Throughout the year, these dynamic
shaping and will continue to determine the prospects customers have also become conscious of the harmful tracking consumer behaviour an imperative, as factors have presented unfavourable conditions
of the industry. Customers from this segment typically effects of environmental pollution, which also influences companies struggle to stay relevant. The latest that companies have had to contend with.
search for products online and then engage in buying their buying decisions. FMCG companies which focus on technologies can also enable companies to stay
decisions, which makes a strong digital presence vital sustainability will be able to attract such customers ahead of their rivals and garner market share.
for success. much better. Future launches are also planned in the
same direction.
Our Response Our Response Our Response Our Response

We ramped up our presence in the digital space Through the launch of the Bajaj 100% Pure range, We are actively pursuing digital transformation, We showed unwavering resilience, especially
through marketing and E-commerce selling of both we made an effort to provide products which investing in initiatives to enhance our Company's during the most challenging times. Throughout
our traditional and new-age product portfolio. are pure in quality and free from chemicals, capabilities. This includes digitising our supply FY 2022‑23, we implemented a range of measures
parabens etc. chain for improved efficiency, prioritising to mitigate the adverse effects of inflationary
investments in e-commerce channels, and pressure on our margins and top-line growth.
leveraging automation and data analytics to gain Automation and data analytics are to gain valuable
valuable consumer insights. consumer insights.
Growth Drivers
~$ 31.1 Bn ~900 Mn ~$ 111 Bn ~99.5%

ESTIMATED VALUE OF THE INDIAN BEAUTY INDIA’S PROJECTED INTERNET USERS BY 2025, PROJECTED SIZE OF THE INDIAN USER PENETRATION OF PERSONAL CARE
AND PERSONAL CARE MARKET BY 2027 WHICH IS BOUND TO CATALYSE E-COMMERCE SALES E-COMMERCE INDUSTRY IN 2024 PRODUCTS IN 2022-23
AND THE GROWTH OF DIGITAL BRANDS
Source: Web portals including Statista, InGovern Research and others

STRATEGIC PRIORITIES
Overview
Corporate
Crafting a niche through
well-defined strategies
In a dynamic and competitive market, Bajaj Consumer Care Limited (BCCL)
has set its sights on crafting a unique and influential position. With a firm
commitment to excellence, BCCL has identified and embraced well-defined
strategies driven by a long-term vision to become a market leader and a
trusted partner in personal care.
Premiumising Bajaj Almond Extending Bajaj Almond Drops Portfolio Beyond Hair Oils
Drops Hair Oil In an effort to connect more frequently with younger consumers, BCCL proactively expanded the well-established brand
reputation of Bajaj Almond Drops into a broader range of personal care products. This strategic move was aimed to resonate
BCCL, holding a dominant 60% market share in light hair
with millennials and GenZ, who are increasingly drawn towards innovative and contemporary ingredients, aligning our
oils, is poised to venture into the premium category, targeting
offerings with their evolving preferences in the new-age era.
younger consumers as the brand of choice. By prioritising
innovation, quality, and a customer-centric approach, BCCL
aims to differentiate itself from competitors and revolutionise Bajaj Almond Drops Moisturising Soap
the hair care industry. Through strategic initiatives, BCCL is
With an ambition to extend Bajaj Almond Drops' equity into By introducing the Bajaj Almond Drops Moisturising Soap,
determined to shape a distinct market presence and redefine
the adjacent space of skincare, in June 2022, we launched the we aim to extend the equity and success of our Bajaj Almond
industry standards for long-term success.
Bajaj Almond Drops Moisturising Soap with ingredients such Drops Hair Oil brand into the adjacent space of skincare. In
as almond oil and Vitamin E. Through extensive testing, June 2022, we launched the Bajaj Almond Drops Moisturising
the effectiveness of the soap in transforming the skin, Soap with ingredients such as almond oil and Vitamin E. The
How BCCL Expanded into BCCL’s Consumer-centric leaving it incredibly soft, supple, and radiant, has been soap has undergone extensive testing and is scientifically
the Premium Category Communication Approach scientifically proven. proven to be effective in transforming the skin, leaving it soft,
BCCL recognised the opportunity to capitalise on its brand BCCL has proactively realigned and refined its supple, and radiant.
equity and venture into the premium category to cater to communication strategy to cater to the needs of its younger
the evolving preferences of modern consumers. This led to customer base, who value quality products and nourishment.
the successful launch of the Bajaj Almond Drops Almond + A key focus has been on enhancing the "Style quotient" in
Argan hair oil variant and Bajaj Almond Drops Serum with communications to emphasise the personalised, relevant,
Oil, featuring premium packaging. Leveraging its robust and trendy aspects of BCCL's offerings. Furthermore,
R&D capabilities, BCCL is determined to expand its premium BCCL has consistently communicated the claim of
range and enhance its presence among the younger "2X hair fall reduction" to reinforce the brand's reputation
target audience. for nourishment and hair care excellence. These strategic
communication efforts aim to strengthen BCCL's connection
with the target audience and meet their evolving expectations.

STRATEGIC PRIORITIES
-
Overview
Corporate
Expanding our Hair Oils Portfolio Building Digital-first Brands
BCCL’s vision is to establish itself as a comprehensive hair care solutions provider, catering to all the needs from start to We have created two digital-first brands as we strive to deliver growth from our D2C (direct-to-consumer) offerings and seek
finish. With a clear focus on expansion, they have embarked on a transformative journey, introducing a range of innovative to take a greater leap in Organised trade.
products to support this ambition. As BCCL scales its business, they are dedicated to offering holistic solutions that address
every aspect of hair care. Digital-first Brands
•
During the pandemic, the usage of technology-enabled our customers better. Inspired by new-age brands and their
Expanding into Newer Segments businesses to serve consumers. This also led to the creation D2C (direct-to-consumer) models, we ramped our digital
We have ventured into the hair styling space by introducing of digital brands to cater to shifting consumer preferences investments significantly, over the last few years and have
a new range of products. Over the past two years, we have who preferred to shop online. With customer centricity at our successfully launched two digital brands: Bajaj 100% Pure
successfully launched a diverse array of hair oils under two core, we decided to capitalise on this digital boom to serve and Natyv Soul.
main umbrellas: Amla (including Amla Aloe Vera in 2021 and
Sarson Amla in 2022) and Coco Onion, a value-added product.
These strategic initiatives have enabled them to diversify their Bajaj 100% Pure
offerings and cater to a wider range of consumer needs. Products under the Bajaj 100% Pure Oil category are virgin
cold-pressed oils. Keeping consumer health and well-being
Coconut Oil Category in mind, we launched Bajaj 100% Pure Oil, which does not
Since coconut oil is brand-driven, we feel that we are Amla hair oil category have any chemicals or additives. In this category, we offer
attractively positioned in this space. We launched Bajaj castor, jojoba, olive and kalonji oils, and will look to further
We also launched two products in the Amla category: Bajaj
100% Pure Coconut Oil, which is lighter than other products strengthen our oil portfolio over the foreseeable future.
Amla Aloe Vera Hair Oil and Bajaj Sarson Amla Hair Oil.
in the market and is made from high-quality oil extracts. The aloe vera variant was introduced in FY 2020-21 and
Besides this, we have also launched Bajaj Coco Onion, which has already been received well by Indian consumers. We
comprises two ingredients beneficial for hair nourishment launched the Sarson Amla variant in December 2021, and Natyv Soul
and is a value-added offering to the coconut oil category. that has performed well too. Brahmi Amla has been our Individuals in the age group of 18-26 are more aware of product benefits and are willing to experiment. In line with this, we
We will continue to focus on developing value-added products legacy brand on which the foundations of our Company were launched Natyv Soul in 2021 to cater to the ever-evolving demands of premium products for the younger target audience.
in the coconut oil category, both in the premium as well as the built. Interestingly, during the year, we managed to discover a All Natyv Soul products are made from natural, yet exotic ingredients procured from distant corners around the world.
lower-end segment. Coconut oil is already the second‑largest niche market with discerning customers even for this legacy
product in our portfolio by both, top-line and bottom-line We assess the unit economics of brands before deciding on launching them as D2C products. We plan to persist with the
product in the e-commerce channel. The saliency of our
and has done well across channels, supported by media D2C model over the coming years as we see that as a growth driver. We are confident that we will be able to maintain the
Amla brands reached 4% during the year, which probably is a
promotions, brand strength and the distribution network. balance between meeting the dynamic preferences of the new-age customer, while still ensuring that we do not neglect
reflection of our emphasis on large packs.
the traditional customer.
..
••
•
ESG
Overview
Corporate
At BCCL, we are dedicated to enhancing safety at our plant
through comprehensive risk assessments and proactive
mitigation measures, safeguarding our employees and
minimising hazards. Our operational efficiency strategy
focuses on incremental improvement projects and
automation, aiming for a 50% productivity increase in the
next 3-4 years. Environmental sustainability is paramount,
achieved through water conservation, carbon footprint
reduction, and optimised resource utilisation through
Journey as a responsible the 3R philosophy of Reduce, Reuse, Recycle. Additionally,

we prioritise quality assurance to ensure consistent
corporate citizen
product excellence while reducing reliance on controls.
Our commitment to ESG initiatives reflects responsible
business practices, creating a positive impact on the
environment, stakeholders, and the communities
we serve.

ESG APPROACH
Overview
Corporate
Striving towards a Our ESG priorities will continue to create value for stakeholders
sustainable future y Product stewardship
y Human capital development

y Business Ethics and Values
y Occupational Health and Safety
y Climate changes, Energy and Emission y Customer Relationship Management

We are part of the diversified Bajaj Group which carry the rich legacy of
y Waste Management y Diversity and Inclusion
Shri Jamnalal Bajaj, an eminent visionary and philanthropist. Bajaj Foundation,
y Supply Chain Management y Water and Effluents
the philanthropic arm of the Bajaj Group of companies, believes in working
towards the self-reliant and self-sustainability model for rural communities. y Corporate Governance & Compliance y Privacy and data security
The Foundation is transforming communities by implementing sustainable Water y Responsible Marketing and y Community Development
Recharge Structures, River Rejuvenation Projects, conducting Skill Development Communication
Programmes, and creation of Market Linkages for farmers.
We consider responsible and sustainable business practices as vital for our long-term success and for making
a positive impact on society and the environment. We have developed an ESG policy aligned with the aforesaid
philosophy to guide our operations. Our ESG vision includes measures for reducing environmental impact,
supporting employee well-being, practising good governance, and contributing to local communities. We will
ESG Elements Driven by
continue to demonstrate our commitment to conducting business ethically and responsibly, creating a positive
impact on society and the environment. our Philosophy Material Topics
Environment
Engaging with Maintaining a clean and y Product Stewardship
all key healthy environment, y Waste Management
stakeholders while conducting operations
regularly y Water and Effluents
y Climate Change/Energy & Emission
M
in t y
in ge
ag ili
im ne
g
ck ab
is r a
e Read more on page 48

p a in
in tio
in s t a
g n
w
Su
as
te
Social
Our ESG Philosophy Nurturing a formidable talent pool to
drive operations
y Human Capital Development
y Responsible Marketing and Communications
Integrating Our aim is to drive sustainable growth, Powering Building long-lasting relationships Occupational Health and Safety
water foster social inclusivity, and maintain y
the circular with stakeholders, resulting in
neutrality in strong governance in our business y Community Development
economy sustainable and holistic growth
operations operations. Through our commitment to
ESG, we aim to create a better future for
y Customer Relationship Management
our stakeholders, employees, and the e Read more on page 50 y Diversity and Inclusion
communities we serve.
ia d e h
Governance
pl n nc ac
m k a na ro
,
Re f c a t p r
co r i s e r p p
du r b int
o oo
v a
Maintaining a robust corporate y Supply Chain Management

go ic
c t on
e
f
nc
to li s t
io
governance regime, supported by the y Corporate Governance & Compliance

n
Ho
required and mandated policies to

streamline business functions y Business Ethics and Values
Achieving y Privacy and Data Security
certifications for
sustainability
initiatives
e Read more on page 52

ENVIRONMENT
Overview
Corporate
Progressing towards
sustainability
At BCCL, our utmost priority lies in being responsible stewards of the environment, Water Conservation Reduction of GHG Emissions
as we firmly believe that our progress is intricately tied to the health of the planet. We are working diligently to reduce water consumption We continuously strive to be more energy efficient by
With determination, we are continuously striving to integrate sustainability into at our manufacturing plants through effective standardising usage across both plants in terms of Kwh
every aspect of our operations. One of the key initiatives we have undertaken is the measurement, monitoring and controlling measures. at the production level. With the use of effective planning
We have installed the required measurement processes, we continue to optimise the distance travelled
implementation of the 3R principle to govern our consumption of packaging materials. mechanisms at both Guwahati and Paonta Sahib plants of our finished goods from our factories to the customer,
and have undertaken a multitude of initiatives to reduce thereby reducing the emissions from transportation. We are
water consumption. also upsising vehicles and the use of full truckloads to
Reduce Initiatives Undertaken optimise emissions during transportation.
We consistently strive to enhance the efficiency of raw Impactful Initiatives
Plant Safety
34% 13%
material utilisation in our packaging materials. Our y Flow meter installed at various usage points
goal is to minimise the amount of resources consumed We have implemented Risk-based Process Safety
y Water Pipeline leakage arrested
per litre of hair oil produced while maintaining the high Management (RBPS) by CCPS. With an investment
of 90 lakh, we installed a top-tier Fire Detection & y Water pipeline changed from PVC to metallic CARBON EMISSIONS CARBON EMISSIONS
quality of our product.
Suppression system in Paonta. Additionally, 15 Lakh was y Water tank Overflow eliminated through level sensor REDUCTION IN REDUCTION IN
SCOPE 1 IN GUWAHATI SCOPE 1 IN PAONTA
allocated to install a Beam Detector System & ELCB y Sprinkler installed for gardening.
in Guwahati, prioritising plant safety and employee
24%
y Rainwater harvesting
well‑being.
y STP Installation
Wastages Reduction OVERALL REDUCTION IN CO2

EMISSION IN FY23 VS FY22
35% 29%
In FY23, we achieved a significant reduction in laminate (843 TONS TO 774 TONS)
wastage across our operations. We have reduced
laminate wastage by more than 50% across both of our
Recycle plants. This improvement exemplifies our commitment to
YOY WATER SAVINGS AT YOY WATER SAVINGS AT
PAONTA GUWAHATI
Over the last few years, our aim has been to ensure that sustainability and optimising resource utilisation. (5384 TO 3484 KL) (3782 TO 2680 KL) Packaging Materials
we are using recyclable materials for the bulk of our
As part of our commitment to the 3R philosophy (Reduce,
33%
packaging needs. We are working with our vendors to
Recycle, Reuse) for packaging materials, we have
look for innovative solutions to increase the volume of
implemented several initiatives. With a focus on lowering
recyclable material in packaging.
OVERALL REDUCTION IN our carbon footprint and greenhouse gas emissions,
WATER CONSUMPTION we successfully reduced the consumption of packaging
Our concerted efforts REDUCTION IN FY23 VS FY22
(9166 TO 6162 KL)
materials through the optimisation of specifications. We
achieved a reduction in consumption of glass by 25% over
in minimising laminate a two-year period. We have optimised our consumption of
wastage demonstrate laminates by 20%+ over a two-year period by optimising

specifications and upgrading our machines, systems,
our dedication to and processes.
Reuse operational efficiency

More than 95% of the packing
In our effort to use recycled plastic in our packaging,
we have conducted successful commercial trials with and cost‑effectiveness.
varied usage percentages of recycled plastic.
materials used are recyclable
and we are committed to
moving this to 98%+ in the
near term.

SOCIAL - PEOPLE
Overview
Corporate
Doing the right Enhancing Employee Experience Throughout the year, employee feedback was used to
thing for our employees

introduce multiple improvements to workplace infrastructure
The 'Great Place to Work' model is an industry-agnostic,
and make it livelier. These enhancements included efforts
globally-recognised and evidence-based model of employee
to create a greener office, fun and entertainment spaces,
engagement used by us to assess employee experience.
smart offices and rigorous hygiene standards in line with
We have been certified recently for March'23 to March'24
pandemic guidelines. Additionally, various engagement
Throughout the year, we remained dedicated to enhancing the and it is now five years in a row that we are certified as a
activities were arranged in-person and online - one of
“Great Place to Work”.
skills of its employees through upskilling initiatives, while the more popular being an online fantasy sports game.
also recognising and rewarding outstanding performances. Our goal was to create an environment of motivation, The ‘Samvaad’ communication platform, set up at the start
appreciation and engagement among employees by of the year, ensured regular forums took place in numerous
The Company acknowledges the importance of cultivating overhauling the ‘Reward & Recognition’ framework, called formats throughout, aiding two-way communication between
a future‑oriented organisation and it firmly believes that its ‘RISE (Relentless, Instantaneous, Simple & Extensive). employees and conveying a sense of unity. Moreover,
people represent the most invaluable asset. Employees are encouraged to recognise their teammates, townhalls were held quarterly while monthly engagement
family members, and peers meaningfully through sessions further complemented these efforts.
the programme.
Initiatives Undertaken
We fostered a strong sense of unity and cohesion,
through our “One BCCL Family” idea, which exemplified
Great Place to Work Monthly
during the challenging times of the pandemic. Our
entire organisation rallied together, utilising all available
resources to support one another, our families, and
our business partners, guided by our esteemed
Project Pragati
In order to revamp the organisation's design,
performance, and rewards process, we undertook
RECEIVED FOR THE 5TH YEAR IN FY23
COMMUNICATION MEETINGS OF SAMVAAD
CONDUCTED THROUGH THE YEAR f::l
this project. Extensive stakeholder discussions,
senior leadership. Although the pandemic's impact
had diminished, our team's resilience and proactive
benchmarking with similar companies and strategic Learning and Development Psychological Safety programmes were introduced to
planning were conducted to gain insights into the future support mid-level managers in leading resilient teams.
approach continued to propel us towards growth. Throughout the year, we have launched various learning
of the organisation. Aligning with the organisation's Organisation‑wide POSH awareness sessions were conducted
and development initiatives. The Summer E-learning
By making strategic investments to enhance its people requirements, a tailored plan was developed for a to ensure a discrimination-free workplace. As the pandemic's
Championship promoted a culture of e-learning, resulting
management systems and processes, the Company seamless transition in the upcoming financial year. impact lessened, Outbound Trainings (OBTs) were scheduled
in approximately 1,200 courses completed by employees.
holds a strong belief that its human resources will play to enhance interpersonal effectiveness, strengthen trust, and
The HR digital transformation project, initiated in As staff returned to the office, EQ Gym and Understanding
a pivotal role in realising its future vision. foster collegial bonds among employees.
the early months of 2020-21, has been successfully
implemented and is gaining momentum. By incorporating
digital and data technology, we have enhanced the
employee experience and increased productivity by ~1,200 700+
streamlining non-essential HR procedures. Various COURSES COMPLETED UNDER SUMMER HOURS OF TRAINING IMPARTED TO WORKFORCE
personnel systems, including recruitment, onboarding, E-LEARNING CHAMPIONSHIP
performance management, training, and benefits,
have been integrated into a single platform, enabling Talent Management Employee Safety and Well-being
employees to conveniently access these services digitally
and on their terms. The Sales Team, including international business teams, Since the pandemic began, employee safety and Well-being
took part in a revitalised Talent Management initiative. This has always remained the foremost priority. In response to the
framework allows for ongoing refinement of competencies, second wave, BCCL announced special financial assistance
workforce assessment, and the establishment of clear career and insurance to impacted staff. To further support them,
38 years
paths. Over 350 employees and their managers participated they launched BAJAJCARES (BAJAJ Covid Assistance,
in the talent management initiative, which involved Relief and Support), a dedicated assistance programme.
external assessments. They established a leadership action group with the goal of
AVERAGE EMPLOYEE AGE
evaluating needs in real-time and developing policy changes,
Enhanced Manpower Productivity new processes, hyper-care facilities for employees and
23.19% By optimising the efficiency and effectiveness of our

workforce, we have maximised output while utilising
dependents, financial aid and COVID-specific health coverage
- which includes off-roll frontline personnel too.
EMPLOYEES ASSOCIATED WITH THE
COMPANY FOR MORE THAN 5 YEARS resources efficiently.
18% 12% 46%

IMPROVED MAN-POWER IMPROVED MANPOWER PERCENTAGE OF WOMEN
PRODUCTIVITY AT PAONTA PRODUCTIVITY IN GUWAHATI HIRED IN CORPORATE
IN FY23 IN FY23 FUNCTIONS

CORPORATE SOCIAL RESPONSIBILITY
Overview
Corporate
Driving change
together
BCCL’s community development initiatives are focused on the protection Boribandhs Well Recharge Structures through Rainwater
of natural resources, agricultural development, sustainable livelihood and During the year, 831 Boribandh were established with active A total of 1,303 well recharge structures systems have
women empowerment, among others. The Company proactively works participation and collaboration with the local farmers in been constructed during the year. As a result of this unique
123 villages in eight blocks of Wardha district. As a result intervention support, a total of 3,258 acres of agricultural
towards bringing holistic societal change. These activities are executed of this low-cost water harvesting intervention, a total of land owned by 1,303 farmers have been benefitted in 383
through a participatory process and the planning of the programmes is 7,056 acres of farming land owned by 1,743 farmers have villages situated in eight blocks of Wardha district.
decided as per the need of the people. benefitted.
Existing Well Deepening
Corporate Social Responsibility has always been at the core of the Company’s business practices, and they have always Support to Drip Irrigation Systems
During the year, 552 wells have been deepened for more
strived to empower the people in their community with comprehensive growth opportunities. In many of its interventions, Supported 112 farmers in 77 villages spread over eight water storage. As a result of this intervention, a total of
the Kamalnayan Jamnalal Bajaj Foundation (Bajaj Foundation) strives for sustainability. Some of the initiatives the blocks of Wardha district for drip irrigation to save the 1,656 acre of farming land owned by 552 farmers have
Bajaj Foundation has been working on include water resource management, dairy farming, institutional development, irrigation water up to 80%. As a result of the intervention, benefitted in 237 villages in eight blocks of Wardha district.
and capacity building. a total 280 acres of farming land were benefitted.
Construction of Group Wells Other CSR initiatives by

0
Q
During FY 2022-23, 59 group wells were constructed. Bajaj Foundation
As a result, 930 acres of farming land owned by 234 farmers
Through the promotion of Natural Farming, Horticulture
were benefitted in 58 villages across eight blocks of
Vision Mission Wardha district.
development, Crop Demonstrations, Seed support, Kisan
Pathshala, Agri tools support, and Agri demonstrations,
Integrated development of the society through participatory Empowering the rural community for efficient and judicious Installation of Lift Irrigation System we have empowered farmers and fostered self-reliance
approaches that sets benchmarks and standards for others use of human and natural resources to improve the quality in both families and villages. Over 15,000 farmers have
Total 19 group lift irrigation systems were established in
to emulate for sustainable development. of their lives. fully embraced Natural farming practices, while more
15 villages of Deoli, Hinganghat and Samudrapur blocks of
than 100,000 farmers have been trained and initiated
Wardha districts. Total 439 acres of agriculture land owned
580
into this sustainable approach through Kisan Pathshala.
8,000+
by 79 beneficiaries farmers were brought under irrigation.
Additionally, 20,966 farmers have successfully adopted
Recharge Pit Converted into Wells for Perennial horticulture crops, transforming themselves into lakhpati
VILLAGES REACHED FARMERS REACHED farmers. In the Horticulture and vegetables sector,
Source of Irrigation
average household income has surged from ` 15,000 to
During the year, a total of 841 recharge pits were
J 4.78 Cr 40,000
` 1 lakh per acre per annum, while cropping intensity has
successfully converted into irrigation wells. This initiative
increased from one crop to three crops. We have also
resulted in bringing approximately 2102 acres of
TOTAL CSR SPENT POPULATION COVERED extended support to 4,075 tribal families, enabling their
agricultural land under irrigation, benefitting 841 farmers
livelihoods to thrive through horticulture activities.
who reside in 352 villages across eight blocks in the
Wardha district.
Initiatives Undertaken
1,657 4.26 lakh
increase of up to 8 feet in the vicinity of WRD interventions.
In Wardha district, the area under irrigation has risen from
Support to Promote Sprinkler
8% in 2010 to 26% in 2021, resulting in improved crop yields.
Water Resources Development (WRD) Crop yields have witnessed significant improvements, with
Irrigation Intervention VILLAGES REACHED FAMILIES BENEFITTED
These initiatives have played a significant role in rejuvenating Kharif crops increasing from 6 quintals to 14 quintals per 2550 farmers received support for the promotion of
20.32 lakh
rivers, implementing check dams, group lift irrigation, acre, and Rabi crops such as Gram and wheat yielding sprinkler irrigation systems during the year. As a result,
group wells, well recharge, recharge structures, watershed 6 quintals per acre. The average household income has 6,375 acres of land owned by 2,550 farmers were benefitted,
development, and various other measures. These risen from ` 15,000 to ` 35,000 per acre per annum while covering 567 villages situated in eight blocks of
interventions have had a positive impact on 7,056 acres of Wardha district. VILLAGES REACHED
cropping intensity has increased from one crop to three
farming land across 123 villages. Furthermore, over 20,000 crops. Additionally, the implementation of community water
1,385 1.27 lakh

acres of waterlogged farming land have been successfully Water Recharge Structures
recharge structures has led to an increase in groundwater
brought under cultivation. The water table has seen an levels and improved water quality. A total of 893 Water recharge structures have been
constructed during the year. As a result of this support,
VILLAGES COVERED FAMILIES BENEFITTED
total 2233 acres of agricultural land owned by 893 farmers UNDER AGRICULTURE UNDER THE AGRICULTURE
have benefitted covering 383 villages of eight blocks of INTERVENTIONS INTERVENTIONS
Wardha district.

CORPORATE SOCIAL RESPONSIBILITY
Overview
Corporate
1,217 974
Women Empowerment: Alternate Energy Programme
Gender Equity and Equality We have actively promoted sustainable practices through
We have taken proactive steps to empower our VILLAGES COVERED UNDER INTERVENTIONS the construction of Biogas Plants, the use of Solar- VILLAGES COVERED UNDER INTERVENTIONS
communities. This has been done by setting up Self-Help operated lights, and the implementation of Solar Water
Groups, promoting income generation activities, and Pumps. Additionally, we have provided training to masons
4,421 6,018
facilitating capacity building of women. Through training in to enhance their skills in constructing Biogas Plants.
livelihood activities and organising preventive and curative In collaboration with the State Government, we have
health measures, we have created awareness and uplifted successfully constructed 6,018 Biogas Plants, leading
SELF HELP GROUPS (SHGS) FORMED BIOGAS PLANTS
the overall well-being of individuals. A result of this was to significant environmental benefits. These plants
that 74,073 women experienced a boost in confidence and collectively save 5 quintals of fuel wood each, amounting
56,294
to a total annual saving of 15,045 tonnes of fuel wood.
4,336
improved social status within their families and society.
Additionally, 17,800 families benefitted from Kitchen As a result, 6,018 families save ` 4,500 per year on fuel
Gardens, saving an annual amount of ` 14,400 per family. wood expenses. The adoption of biogas has significantly
FAMILIES BENEFITTED (UNDER SHGS) reduced fuel wood consumption by 80%, contributing to FAMILIES COVERED UNDER SOLAR LIGHTS
Moreover, 8,023 women have significantly increased their
monthly income from ` 2,000 to ` 15,000 through income forest conservation, soil erosion prevention, and overall
generation activities. We have identified and supported ecosystem strengthening. Moreover, the utilisation
15,000+ 2,045
130 different types of income generation initiatives, of Biogas Plants has resulted in a reduction of 16.96
providing diverse opportunities for sustainable livelihoods. million kg CO2 per year, mitigating the negative impact of
Furthermore, we supported and strengthened the FAMILIES SUPPORTED FOR INDIGENOUS COWS methane on climate change. The combustion of biogas FARMERS BENEFITTED UNDER SOLAR PUMPS
livelihoods of 537 deprived families, contributing to their effectively converts methane into CO2 and significantly
overall socio-economic upliftment. reduces greenhouse gas emissions by over 20 times.
Empowering Rural Community 6,850

through Institution Building & VILLAGE INSTITUTIONS ESTABLISHED
Collaboration
Through value-chain governance and the establishment
of Farmer Producer Organisations (FPOs), we have
fostered collective action for ethical profit. In Wardha
district, we have formed 20 FPOs, while in Sikar district,
we have established 3 FPOs. These organisations have
facilitated the joint purchases of agricultural inputs,
the collective sales of agricultural produce, and the
setup of infrastructure for processing and marketing.
With community involvement at the forefront, we have
witnessed increased participation in the planning,
execution, and ownership of development interventions.
Collaborations with the State Government, NABARD,
Tata Trusts, IFAD, and GIZ have enhanced our reach.
"Our efforts have garnered

national and international
- recognition, solidifying Bajaj
Foundation as a resource
organisation sharing
, ft •
- experiences for broader

development."

GOVERNANCE
Overview
Corporate
Our Commitment to
Transparency and Accountability
Governance forms the cornerstone of responsible and sustainable Board Composition Key pillars of our Code of Conduct
business practices. At BCCL, we have ingrained corporate governance Board Chart
into our business practices since our inception. We firmly believe 1. Health, Safety & Environment
that good corporate governance arises from the application of sound
2
management practices, legal compliance, and adherence to high Non-Executive Director 2. No Discrimination
standards of transparency and business ethics.
Executive Director
3. Human Rights
■ Independent Director
1
4 4. Information Management & Data Security
······························· ~a
.·· .. ········
............ .:::::·.-.-. D=-
- ·········· ....: Age Range 5. Respect for People and Consumers
.. ·········· --= i..·· i
....
,
.. .. ..
.. .. .
2 2
..
...
... ... ..... 6. Anti-corruption
Fairness .. ... Disclosure ..
41-50
...
. ...
··- ............. ~- ..................... . .
··- ......................... '.: .......... . 51-60
7. Protect Company Property and Resources
Fundamental Pillars ■ 61-70
of our Corporate 3
Governance philosophy Policies governing corporate
Tenure governance
·········· ..:. ........ , ·········· ..... y Whistle Blower Policy
..·········· ..· 2
... ..
.. ..... 3-5 years y Code of Conduct
..... ..
Transparency ...Accountability ..... 5-10 years y Prevention of Sexual Harassment Policy
. 0
······························••.•.·.:····· ··- ...... ··:.•.:••··· ..................... . y Grievance redressal policies
···· ... ■ Above 10 years
5 y CSR Policy
······················ ....
y Code of Conduct for Directors and
Senior Management
Average Attendance in Board Meetings
y Risk Management Policy
These principles are deeply embedded in our operations, Our governance structure empowers our executive
guiding how we conduct our business and manage the management while operating within a defined framework. y Related Party Transaction Policy
Company. We prioritise ethical and transparent practices to This ensures that the vested powers are exercised with due
y Business Responsibility Policy
build trust among our stakeholders. Corporate governance care and responsibility, aligning with the expectations of all
is viewed as a vital element in driving efficiency, growth and stakeholders. We are committed to upholding the highest ■ In FY23
y Nomination Remuneration Policy
investor confidence. standards of corporate governance to drive sustainable
success and create value for our stakeholders.
97.1

GOVERNANCE
Overview
Corporate
Board of Directors
Management Committee
MR. KUSHAGRA MR. JAIDEEP MR. SUMIT MR. GAURAV MR. JAIDEEP MR. DILIP KUMAR MR. AMIT MR. ABHISHEK
BAJAJ NANDI MALHOTRA DALMIA NANDI MALOO BAKDE PRASAD
Promoter & Managing Director Director and Advisor Independent & Managing Director Chief Financial Officer Head – Sales Head – Marketing
Non-Executive Chairman Non-Executive Director
MR. RAJESH MR. ANUJ MR. RICHARD MR. NARESH

MR. DILIP MR. ADITYA MS. LILIAN JESSIE MENON AWASTHI TONY D'SOUZA GEHLAUD
CHERIAN VIKRAM RAMESH PAUL Head – Supply Chain, Head – Organised Trade & AVP – Finance Head – Operations
Independent & SOMANI Independent & Operations and IT International Business
Non-Executive Director Non-Executive Director
Independent &
Non-Executive Director
MR. MOHAN MR. VIVEK MR. PANKAJ

CHAVAN MISHRA NIGAM
Head – Research & Head – Legal & Company Head – Information &
Development Secretary Technology

Management Discussion and Analysis -
Reports
Statutory
Global Economic Review global demand. Improving market conditions and consumer
In 2022, the global economy experienced significant impacts
confidence will drive growth in private consumption. However, Inflation rates (%) based on CPI
manufacturing growth in FY2023 is expected to go down due
from various factors, including the battle against inflation, (%)
to weak global demand, but it will likely improve in FY2024.
Russia’s conflict in Ukraine and a resurgence of COVID-19
Recent announcements to boost agricultural productivity, 9.00
cases in China. However, the year saw a slightly slower
such as setting up digital services for crop planning and
growth in global GDP compared to the previous year. While 8.00
support for agriculture startups will be important in
the global GDP increased by 5.9% in 2021, the growth in 2022 7.00
sustaining agriculture growth in the medium term.
was 3.4%.
Inflation will moderate to 5% in FY2023, assuming moderation 6.00
(Source: World Economic Outlook - 2023)
in oil and food prices. It will further reduce to 4.5% in FY2024 5.00
Commodity prices rose sharply following Russia’s invasion as inflationary pressures are likely to subside. In tandem,
monetary policy in FY2023 is expected to be tighter as core 4.00
of Ukraine has moderated, but the war continues, and
geopolitical tensions are high. Infectious COVID-19 strains inflation persists, while becoming more accommodative in
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
caused widespread outbreaks last year, but economies FY2024. The current account deficit is projected to decline
2022 2022 2022 2022 2022 2022 2022 2022 2022 2023 2023 2023
that were hit hard appear to be recovering, easing supply- to 2.2% of GDP in FY2023 and 1.9% in FY2024. Growth
chain disruptions. in goods exports are expected to moderate in F Y2023 -0- Urban -0- Rural
before it improves in FY2024, backed by production-linked
As the baseline forecast predicts a decline in growth from incentive schemes and efforts. This will enhance the business
3.4 percent in 2022 to 2.8 percent in 2023, followed by a environment by streamlining labour regulations, improving In FY22 and FY23, inflation in WPI ‘fuel and power’ was Industry Overview and Developments
stabilisation at 3.0 percent in 2024. Advanced economies are performance in electronics and other areas of manufacturing. mostly driven by high international crude oil prices. Due The fast-moving consumer goods (FMCG) sector normalised
expected to see an especially pronounced growth slowdown, to the Covid-19 restrictions and weakened global demand,
(Source: Asian Development Bank – April 2023) to pre-COVID levels in FY 2022-23 and is expected to grow by
from 2.7 percent in 2022 to 1.3 percent in 2023. In a plausible the price of the Indian basket of crude oil remained within 8-10% in FY 2022-23 as compared to FY 2021-22. This growth
alternative scenario with further financial sector stress, the range of US$20-65 per barrel throughout the fiscal
Inflation Uptrends was driven by various factors such as increasing disposable
global growth declines to about 2.5 percent in 2023 with year 2021. Thereafter, prices started surging on account of incomes, changing consumer preferences, expanding
advanced economy growth falling below 1 percent. Global In the fiscal year 2022-23, consumer price inflation in India unprecedented cuts in crude oil supply by the Organisation distribution networks, and the penetration of modern
headline inflation in the baseline is set to fall from 8.7 percent went through three distinct phases. Initially, it began at of the Petroleum Exporting Countries (OPEC) and other oil- retail formats. The recovery was however impacted by high
in 2022 to 7.0 percent in 2023 on the back of lower commodity a higher rate of 7.8 percent in April 2022, then remained producing countries. The upward trend continued in FY22 inflation across many product categories which has led to a
prices but underlying (core) inflation is likely to decline relatively stable at around 7.0 percent until August 2022. and FY23, as demand picked up with the easing of COVID-19 slow-down in overall consumption and uneven growth across
more slowly. Subsequently, there was a decline, bringing the inflation rate restrictions in most regions of the world. Furthermore, owing segments and geographies. As a result, volume growth in
to approximately 5.7 percent in December 2022. However, in to supply disruption amid rising tensions in Eastern Europe
The initial indications in early 2023 of a potential decrease FMCG was muted in FY 23 with volumes flat in food categories
the subsequent months, India witnessed a surge in inflation, and the Middle East in June 2022, the Indian basket of crude
in inflation and stable growth have diminished, given and declining ~ 5% in the Non-Food categories.
with the rate surpassing 6.0%. This upward trend was driven oil peaked at US$116/bbl. Subsequently, the price declined to
the persistently high inflation and recent turmoil in the
by several factors, including rising concerns over Russia- US$ 78/bbl in December 2022. Growth in the FMCG markets is currently being driven
financial sector.
Ukraine war, escalating commodity prices, and relatively by urban markets as rural consumers have cut down on
(Source: IMF world-economic-outlook April 2023) (Source: India Economic Survey Jan2023, Press information Bureau GOI)
high crude oil prices. To address the persistent inflationary discretionary spending due to high inflation.
pressures, the RBI adopted a hawkish stance, implementing
Indian Economy In FY24, it is projected that the inflation rate will fall within the However, the uneven growth could be improved by leveraging
a series of rapid repo rate increases throughout the year.
range of 5.0 - 5.6 percent. However, there is a potential risk digitisation and enhancing distribution channels for both
The growth prospects for India in FY2023 are underpinned by Following consecutive hikes, the RBI decided to maintain the
of inflation resurfacing due to the potential impact of El Nino, urban and rural India. E-commerce and digital media are
various factors that contribute to a positive outlook. Despite repo rate at 6.50% during its April 2023 meeting, allowing
which could have adverse effects in the months of monsoon enabling growth in new categories as consumers can now
the challenges posed by a global economic slowdown, tight time for the impact of the previous rate adjustments to unfold.
and subsequently, lead to an increase in food prices. The discover and learn about innovative products and categories
monetary conditions, and elevated oil prices, the Indian
CPI-based rural inflation experienced a decrease, reaching forecasts of the RBI have taken into account the possibility far more easily than what it was possible with traditional
economy remains resilient and poised for growth.
5.5 percent in March 2023, following a previous high of 8.4 of supply shortages causing domestic prices of cereals and media channels.
India’s gross domestic product (GDP) growth is projected to percent in April 2022. This decline can be attributed to the spices to rise.
In the medium-term, growth prospects for FMCG remain
reach 6.4% in fiscal year 2023 ending on 31st March 2023 moderation of global food prices and a reduction in farm
good. Rising incomes and price stability will allow households
and rise to 6.7% in FY2024, driven by private consumption input costs.
to shift to branded products for commodities and move up
and private investment on the back of government policies
The reduction was also pronounced for urban inflation, the value chain to products that offer better functionality or
to improve transport infrastructure, logistics, and the
which eased from 7.0 percent in April 22 to 5.9 percent in user experience. Consequently, the current uneven growth
business ecosystem.
March 2023. patterns are expected to normalise, leading to sustained
In the face of a global slowdown, India’s growth rate is long-term growth across various segments and categories.
Rural inflation has remained above its urban counterpart
stronger than many peer economies and reflects relatively
throughout the 2022-23 and slightly came below urban in
robust domestic consumption and lesser dependence on
March 2023.

Reports
Statutory
Overall Hair Oil Market Industry Trends Outlook
The hair oil market exhibits the following broad trends: The long-term outlook for the hair oil industry continues
Value Sales to be positive despite the short‑term challenges and
1. In rural India, low-price brands and low-pick up price demand slowdown. The industry provides ample growth
(H in Crore) SKUs (`10/- `20/-) are commonly consumed. This opportunities, driven by a growing population, urbanisation,
trend has been further accelerated due to the impact of premiumisation and increasing demand for value-
12,733 13,393 13,020 inflation on consumers' spending power. added products. The Company strives to leverage these
2. In urban India, people generally buy products from opportunities and will continue to launch innovative products
e-commerce platforms, ranging from premium to that meet diverse consumer requirements and fuel its future
6,879 7,296 7,273 growth. Automation in operations will be instrumental in
5,854 6,097 5,747 affordable products with greater emphasis on suitable
offers and combos. strengthening its supply chain and improving processes,
while ensuring premium quality and the ESG responsibilities
3. E-commerce is also driving the following trends: of the Company are met. Further, the Company will continue
a)
New Ingredients: Traditional Indian herbs, seeds, to invest in marketing and advertising to help reinforce its
AI (U+R) URB RUR and ingredients sourced from international brand name and new product launches.
markets, known for their association with hair oils
■ MATFEB21 ■ MATFEB22 ■ MATFEB23 Business Overview
are experiencing growing popularity. As a result,
ingredients such as onion and argan oil have FY 2022-23 has been a challenging year for the hair oils
become integral components of the consumers' category. Across all the quarters the hair oils category has
Value Sales selection of hair care products. been sliding, both in volume and value terms. Most of the
(Tonnes/KL) Hindi-speaking markets, where most of the contribution of
b)
Clean Beauty: A large number of consumers are
the Company comes from, showed a double-digit decline in
300,459 310,394 300,441 trending towards products that offer clean beauty.
the category offtakes. Demand in rural markets has been
These products are clear of toxic ingredients,
a key cause of concern in FY 2022-23. Despite the category
while they lean towards being organic and
constraints, the internal growth of the organisation has
environment‑friendly.
been high in this financial year on the back of exceptional
154,807 160,814 159,980 145,652 149,580 140,461
4. Many consumers are mixing hair oils and various kitchen performance by organised trade. Organised trade registered
ingredients to create their personal oils, leading to an a phenomenal growth of 52% in FY2022-23. General trade on
increase in the usage of various pure oils like coconut, the other hand had been under pressure and ended up flat
castor, curry and so on. in the year. Although urban markets in GT have performed
well and grew by 10%, rural continued to be under pressure.
AI (U+R) URB RUR
Long-term Outlook of Hair Oil Consumption
■ MATFEB21 ■ MATFEB22 ■ MATFEB23 Traditionally, hair oil has a strong prevalence in the Indian Sales and Distribution
market as applying oil on the hair has always been a routine Distribution remains the backbone of the Company, as we
practice for ages. The following trends will ensure that continue to be the market leader in terms of outlet reach,
The Hair Oil Industry consumers keep using hair oil for benefits such as healthy with close to ~43-lakh outlets serviced nationally as per
In an overall dynamic environment for FMCG industry, hair oils saw muted performance in FY23. On long term basis hair, dandruff-free hair and zero-hair fall. Nielsen. During the financial year under review, the Company
(MAT March’2023), gradual recovery was visible with the market declines reducing in Q4 FY23 over earlier quarters of FY23 also focused on driving direct reach and increasing the retail
resulting in overall hair oil value decline of 2.5% and volume decline of 2.8% at All India level. 92% of Indian households, have Increasing Hair Concerns contribution. Key stores within the retail channels were
consumed hair oil in last 12 months, resulting in steady growth in the past 2-3 years. The average consumption per household Present-day lifestyles and environmental issues like strengthened through improved loyalty programmes. The
was steady at 1.5 litres, (Source: Nielsen Offtake Nos. MAT Feb’23 and Kantar HH Panel MAT Dec’22) emphasises that hair pollution are creating a range of hair problems, such as Company has witnessed 19% growth in retail channel on
oils remain an essential and enduring part of Indian consumers' hair care routine. The resilience of the hair oil market is dryness, dandruff, hair breakage, and so on. This will ensure the back of increased investment in key stores and driving
rooted in deep-seated traditions and continued consumer demand for nourishing products. the continued relevance of hair nourishment, providing hair sales effectiveness. The focus next year will be on how to
oil brands with an opportunity to effectively capitalise on this maximise range selling in our existing set of outlets. Urban
Overall Hair Oil Market Trends demand by incorporating validated ingredients like vitamin E markets have fortunately driven the growth in FY23. In the
Value Growth % Vs YA into their oils. next year, we would be looking at strengthening our execution
Hair Oils
Q1 Q2 Q3 Q4 YTD (Year to date) in the wholesale channel through an improved wholesale
All India (U+R) 0.80% -5.50% -4.50% -0.50% -2.50% Impact of Social Media programme. The rural town coverage expansion, which
All India (U) 3.50% -2.80% -2.10% 3.70% 0.50% started two years back with van operations continues with a
Social media, including the role of influencers, is playing a
strong network of ~600 vans functioning nationwide.
All India (R) -2.30% -8.70% -7.50% -5.60% -6.00% significant role in educating consumers about hair care in a
more comprehensive manner compared to traditional media.
Volume Growth % Vs YA
Hair Oils The influence of this medium is contributing to the popularity
Q1 Q2 Q3 Q4 YTD (Year to date)
of hair oil as a preferred solution for hair nourishment,
All India (U+R) -0.40% -5.70% -4.40% -0.80% -2.80% even as consumers explore various hair styling options and
All India (U) 1.80% -2.70% -1.60% 4.10% 0.40% chemical treatments.
All India (R) -2.70% -8.90% -7.50% -6.20% -6.30%

Reports
Statutory
Organised trade has done well in FY 2022-23. The Company demands of our customers, particularly with the expansion Risk and Opportunities The HR digital transformation project was initiated in early
is aggressively driving distribution and penetration, both in of our business in modern trade and e-commerce channels. 2020‑21 which has already been commenced. This has
At BCCL, risk management is an integral part of the Company’s
modern trade and e-commerce channels. Organised trade not only enhanced employee experience by leveraging the
strategy and planning process. The Company has a well–
now contributes 20% to the India business which we believe Manufacturing power of digital and data, but also improved productivity
documented ERM policy which lays down the framework of
has still potential to grow further. Meticulous planning, better The manufacturing footprint in BCCL is a mix of our own and by cutting down substantially on non-value-added HR
Risk Management giving guidelines for a proactive approach
customer engagement, participating in customer events, outsourced facilities. We continue to invest in our plants for transactions. Various employee-related systems, including
of identifying, assessing, prioritising and mitigating the risks
right assortment strategy, and visibility investments both additional capacity requirements, productivity improvements talent acquisition, onboarding, performance management,
associated with the business.
in modern trade and e-commerce are a few of the levers and upgradation of the safety and quality processes. The learning and rewards were brought under one umbrella to
which the company drove and has resulted in a significant Company has adopted the Smart Manufacturing Processes The current ERM framework is in line with global ERM offer a smooth experience to the employees, providing them
performance in organised trade. Digital-first brands like to improve lead time, quality, cost, customer service, and standards which are aimed at creating a culture of Risk with the convenience of accessing these activities digitally
Natyv Soul and 100% Bajaj Pure oils have been launched flexibility with a process-driven approach implementing Enabled Performance Management (REPM) which integrates and on the go.
exclusively in the e-commerce space, and the initial response the techniques, such as doing it right the first time (DRIFT), the ERM framework with strategy and planning process. The
has been reassuring. The idea is to scale up further, focusing Zero Defects, and operational excellence. The Company framework for ERM and the Risk management policy has Enhancing Employee Experience
and capitalising on the realms of e-commerce, and B2B. The invests in automation and lean practices to continuously been reviewed by the Audit Committee and has been approved BCCL follows the ‘Great Place to Work’ model to measure
upcoming year will be dedicated to expanding distribution improve productivity and help the plant significantly offset by the Board. employee experience. The ‘Great Place to Work’ is an
channels, with a particular focus on the e-commerce space. the increase in the variable costs. industry-agnostic, globally-recognised and evidence-based
The Company has created a risk infrastructure by setting up
There will be increased investment in enhancing visibility model of employee engagement. We recently got certified in
As we expand our product profile, we will continue to have an ERM Executive Committee as the apex committee.
and brand presence. The goal is to reach a wider consumer March 2023 for the period till March 2024, and this marks
base and strengthen market penetration by leveraging online a mix of taking production in-house and developing new The committee conducts regular reviews of our Risk the fifth successful and consecutive year of the certification.
platforms and improving overall visibility in the marketplace. contract manufacturers. During the year, we have added Management framework, assessing identified risks and
new partners, who bring in specific capabilities for certain the effectiveness of mitigation plans. This ensures ongoing In FY23, we were also recognised for our commitment
FY 2022-23 was a year where we continued to scale up new product categories. We work with our partners to ensure the towards continually improving our systems, policies, and
evaluation and validation of our risk management strategies,
products which were launched in the previous year. Bajaj quality standards are at par with BCCL standards through processes as per the feedback received from the annual Trust
guaranteeing their efficiency and effectiveness in addressing
Coconut oil showed good traction and the initial sense was adequate controls and capability enhancement of their teams. Index Survey.
potential risks.
very encouraging. The company also launched Bajaj Almond
Drops Moisturising Soap this year across the channels. The The ERM Executive Committee prioritises entity-wide During the year, basis the employee feedback we received,
Quality
Non-Almond drop portfolio contributes 13% to the overall risks, aligning mitigation efforts with the Company’s risk multiple infrastructural enhancements were implemented to
At BCCL, we believe in maintaining the highest quality create a vibrant workspace. This included creating smarter
business which has improved by 9% over the previous year. capacity and appetite. The entire process is independently
standards for our products. We have well-defined processes and modern office spaces, fun and entertainment zones at
This aligns perfectly with our efforts to reduce reliance on reviewed by the Internal Audit Department to ensure that the
to ensure compliance with all the product and regulatory the Head Office. A series of engagement initiatives were
the Almond oil portfolio. risk management framework is operating effectively. Top
requirements. We continuously audit our vendor ecosystem conducted across different zonal offices, plant locations
entity level risks have been identified at the ERM Executive
During the year under review, significant attention was given and work with them to consistently maintain and upgrade and Head Office ranging from celebration of national events,
Committee level taking into consideration the volatility and
to enhancing the sales capabilities of our front-line sales the quality standards. All manufacturing facilities have sports activities, outbounds, team get togethers. In Sales,
complexity of the external environment associated with
team. Comprehensive learning modules were developed and completed annual certifications of ISO standards. Our the project ‘Pratidharan’ was launched which focused
its business by alignment of strategy, processes, people,
the team underwent intensive classroom training programs laboratories are well equipped with analytical facilities that on targeted Engagement initiatives for the Sales teams in
technology, and knowledge.
to reinforce their knowledge. Additionally, e-modules were cover wet chemistry, microbiology, and packaging testing for General Trade & Organised Trade. Initiatives like ‘Chai Pe
created to further support their learning. The emphasis on day-to-day analysis as well as for supporting the development Charcha’, ‘BCCL Tales’, ‘Meet the Leaders’, ‘Dil Ki Baat’
Human Resources
driving sales fundamentals and improving sales efficiencies of new products. were launched and successfully conducted across different
remained strong, resulting in positive growth in the Towards building a future-ready organisation, BCCL believes
teams. The communication platform ‘Samvaad,’ launched
retail sector. Safety Standards that its people are its greatest asset. The central aspect of our
in FY 22, saw regular connect forums in multiple formats,
culture has been the sense of “One BCCL Family” that binds all
The focus on data analytics through front-line SFA has We have implemented several measures in our plants to ensuring two-way communication and establishing a sense of
our employees together. Our people-focused initiatives aim
been key this year. Van operations were also GPS-enabled continuously enhance safety standards. We conducted an belonging. Town Hall was also conducted at an organisational
to enhance the work experience and increase engagement
from tracking and compliance perspectives. In FY23, we external audit to evaluate our practices and processes. The level which ensured seamless cascading of important
levels among employees, ultimately creating a more fulfilling
successfully launched Sales Force Automation (SFA) for our identified risks were promptly addressed, and appropriate organisational updates till the last mile.
and rewarding environment within the organisation. BCCL
van operations, streamlining and optimising our processes. mitigation measures were implemented to ensure compliance
has consistently emphasised strategic investments in its In May last year, BCCL organised a sales conference in Jaipur,
Looking ahead to FY24, we plan to further enhance efficiency against any potential issues.
people, resulting in the enhancement of people management which saw a massive gathering of around 400 people from
by automating the review and monitoring mechanisms. systems and processes. Recognising that Human Resources Sales, Corporate teams and the entire senior management
Environment and Sustainability
plays a pivotal role in achieving the organisation's vision, team. It was a 2-day session packed with various engagement
Supply Chain and Procurement We strive to keep sustainability at the heart of our operations BCCL has dedicated efforts to strengthen and optimise its activities, which included team presentations, rewards and
The past year presented significant challenges due to the by ensuring optimal usage of resources like water and HR practices. recognitions. The ‘MD Circle of Excellence’ – the topmost
cost pressures resulting from the macro-economic situation, electricity. We have reduced water consumption at our plants and coveted recognition plan in the organisation, went a step
particularly the Ukraine-Russia conflict. We experienced by 33% during the year. Our goal is to achieve water neutrality HR Transformation further by inviting the family members of the winners to the
unprecedented inflation in key raw materials and packaging within the next two years. Guwahati plant will attain water award ceremony. The entire session saw a mix of praise,
Project Pragati
materials such as Light Liquid Paraffin (LLP), Refined neutrality in FY24. To achieve this goal, we have implemented emotions and commitments coming out from all corners.
various measures to minimise water wastage throughout The project kickstarted in FY 2021-22 to revamp the
Mustard Oil (RMO), as well as glass and plastic packaging.
our plants. organisational design, performance and rewards process of Followed by this, in June 2022, a conference for the
Consequently, our margins were affected. However, the
BCCL. The process involved multiple stakeholder discussions international sales teams took place in Kathmandu,
Company implemented several cost-reduction initiatives to The Company has fulfilled its obligations under the Extended to understand the way forward, benchmarking similar Nepal. The event brought together teams from the Head
mitigate some of these impacts. Our supply chain remained Producer Responsibility (EPR) framework by effectively organisations and devising an optimal plan. The change in Office, Nepal, Gulf countries, and Bangladesh, fostering
flexible and responsive, enabling us to meet the evolving addressing plastic waste management. the performance and rewards system was implemented last collaboration and exchange of ideas among representatives
year in the month of June. The new system was named Bajaj from various regions.
‘EDGE’ where E, D, G, E stand for ‘Enhance’, ‘Develop’, ‘Grow’
and ‘Excel’ respectively.

Reports
Statutory
CSR Activities ISRs and VSRs through ‘Train the Trainer’ approach. The Financial review (Standalone)
programme is currently ongoing, with new recruits being
Our Paonta Sahib plant unit has undertaken a special initiative Results
trained in small batches by the respective zonal teams. The
to make a meaningful contribution to CSR by uplifting the H in lakh
Marketing team participated in external workshops such as
quality of life for village school children in areas of sports and Particulars 2021-22 2022-23
‘Festival of Marketing’ hosted by renowned experts Dr. Philip - - - - - - - - - - - - - - - - - - - - - -93,811.19
- - - -86,551.61
- -
school infrastructure. Financial help in the form of donations Sales (Value)
Kotler and David Aaker in Dec’22 and the ‘India Digital
was given to local Gram Panchayats for the upliftment of EBITDA 14,618.90 18,383.16
Summit’ in Feb’23. Both the programmes helped the team
sports infrastructure at local Govt. schools. The unit also Profit Before Tax 16,948.43 21,148.99
to gain an external perspective on areas of brand marketing
supported the local village school by donating chairs & tables
and digital marketing. These workshops directly contributed Profit After Tax 13,981.54 17,453.84
for its library.
to skill enhancements in key areas of marketing, further
Both these initiatives have received high praise and strengthening the Company's initiatives in product, brand, Summarised Profit and Loss Account of the Company
appreciation from the Gram Pradhan, local wards and school and digital domains. H in lakh
authorities, gaining significant attention in local media. Particulars 2022-23 2021-22 YoY%
In the areas of performance management, employees went
through classroom and virtual training interventions on the Sales (Value) 93,811.19 86,551.61 8.39%
Learning & Capability Development Other Operating Income 1,182.10 1,285.79 -8.06%
new process and its implications. The training was conducted
BCCL maintained a culture of continuous learning throughout in two phases, with the first phase taking place in October/ Total 94,993.29 87,837.40 8.15%
the year, offering diverse modalities and formats to cater to November'22, followed by the second phase in March'23. All Consumption 43,738.10 36,978.07 18.28%
different learning preferences and needs. To ensure we are the training was conducted internally by the HR team, with the Salaries and Wages 8,670.55 8,652.11 0.21%
a discrimination-free workplace, a POSH awareness session assistance of an external facilitator. Both sessions were highly Promotional Expenses 17,079.97 14,362.55 18.91%
was held for the entire employee base. A specially curated engaging and interactive, effectively addressing employees' Other Expenses 10,885.75 9,461.51 15.07%
training plan, ‘NEEV’ was launched for the domestic sales queries and providing clarity on the new processes. EBITDA 14,618.90 18,383.16 -20.50%
team. ‘NEEV’ is an extensive training programme to empower
the sales GT team with essential skills in ownership, planning, In our manufacturing unit, a 5-day comprehensive training Interest and Bank Charges 92.13 98.34 -6.31%
review, and team management. The programme aims to programme was conducted by the plant HR team on ‘Integrated Depreciation 809.31 463.39 74.65%
ensure that team members are prepared for the future and Management System Internal Auditor Certification’ for CSR 478.06 528.75 -9.59%
have a strong foundational understanding of key concepts. selected employees. It was a virtual programme held in Other Income 3,709.02 3,856.31 -3.82%
Feb’23 which was conducted through an external facilitator. Profit Before Tax 16,948.43 21,148.99 -19.90%
This includes classroom training on behavioural aspects The plant teams also went through a training session on
of ownership and team management. It also provides Taxes 2,966.89 3,695.15 -19.70%
Business communication and presentation skills.
comprehensive functional and hands-on training on crucial Profit After Tax 13,981.54 17,453.84 -19.90%
aspects of planning and review, aligning the entire GT sales OCI Net of taxes 18.70 37.72 -50.40%
Talent Management
team in a unified direction. This training was done in ‘Train Profit After Tax (after OCI) 14,000.24 17,491.56 -20.00%
A revamped talent management initiative was rolled out
the Trainer’ mode through the zonal heads and head of
in FY22 for the entire sales team. The purpose was to use
sales capability for 240+ sales officers and 45+ area sales Key Profitability Ratios
this framework in continually evolving our competency
managers in 15 different batches in Jan 23. In accordance with the SEBI (Listing and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required
framework, assessing our workforce and using it to develop
‘PASSION’, another initiative, was launched for the extended our sales team, in addition to providing concrete career to provide details of significant changes (changes of 25% or more as compared to immediately preceding financial year) in
sales team of ISRs and VSRs to promote ‘BCCL way of selling’ paths. The approach has been consistently applied in key sector specific ratios. The Company has identified following ratios as key financial ratios in FY 2022-23:
by improving in-market executions. It was a well-defined areas of performance management, job rotations and role Particulars 2022-23 2021-22
seven-step approach, including planning and preparation, enhancements for employees. EBITDA/Sales 15.58% 21.24%
approaching and greeting the customer, conducting
Profit before Tax & Exceptional Item/Sales 18.07% 24.44%
store checks and maintaining housekeeping standards, Awards and Accolades
PAT/Sales 14.90% 20.17%
effectively selling and securing orders, implementing The Company achieved the prestigious "Great Place to Work"
merchandising strategies, closing the call, observing the Total Comprehensive Income/Sales 14.92% 20.21%
(GPTW) certification for the fifth consecutive time, covering 9.52 11.83
level of achievement, and concluding the day with necessary Basic Earnings Per Share (H)
the period from March'23 to March'24. The certification is
notifications and updates. The module comprised of video Diluted Earnings Per Share (H) 9.51 11.82
based on employees' assessment of the company's credibility,
shots on Vijay (An ideal ISR in BCCL), demonstration on “Kal respect, fairness, pride, and camaraderie through an online Particulars 2022-23 2021-22
ka Vijay” (the wrong way of selling) and on “Aaj ka Vijay“ "Trust Index" survey, along with GPTW's evaluation of people Interest Coverage Ratio 185.00 216.10
(the right way of selling). The training conducted classroom practices maturity. The Trust Index score of the survey results
sessions followed by an online quiz. The initial session took Debt Equity Ratio NA NA
exceeded the 80-level mark, highlighting the success of the
place in August & September ’23 in 84 batches, to train 1800 Profit Before Tax Margin 18.07% 24.55%
Company's developmental journey.
Detailed explanation of ratios wholly-owned funds. It is calculated by dividing a Company’s
Interest Coverage Ratio – The Interest Coverage Ratio total Debt by its shareholder’s equity. There is no debt
measures how many times a Company can cover its current outstanding as on March 31, 2022 and March 31, 2023.
interest payment with its available earnings. It is calculated Profit Before Tax Margin (%) – Profit Before Tax Margin is a
by dividing PBIT by finance cost. profitability ratio used to calculate the percentage of profit
Debt Equity Ratio – The ratio is used to evaluate a Company’s a Company produces from its operations. It is calculated by
financial leverage. It is a measure of the degree to which a dividing the Profit Before Tax by Sales.
Company is financing its operations through debt versus

Reports
Statutory
Key Balance Sheet Ratios The Company, accordingly, made the payment of the Final At the 7th Annual General Meeting held on August 2, 2013, the shareholders of the Company authorised the Board of Directors
Particulars 2022-23 2021-22 Dividend after deduction of tax at source. to vary and/or revise the aforesaid utilisation of proceeds. Pursuant to the said authority granted by the shareholders, the
-=--=--=----_-_-_-_-_-_--_-- - - -
ROCE
RONW
20.4%
16.8%
26.2%
21.54%
Buyback
Board of Directors have revised the aforesaid IPO proceeds as under:
H in crore
The Company, pursuant to the resolution of the Board Estimated Revised Amount utilised
Book Value per Share (H) 57.5 56.89 of Directors of the Company dated December 9, 2022, Sr.
Expenditure Items Expenditure as per Expenditure for net up to
No.
Net Working Capital 6.8 3.0 announced the buyback of fully paid-up equity shares of the Prospectus IPO proceeds March 31, 2023
(in no. of days sales) face value of H 1/- (Indian Rupee One only) (“Equity Shares”) 1. Promote our future products 220.00 28.60 28.60
Debtors turnover (in times) 36.9 37.5 of the Company, each, from the shareholders/beneficial 2. Acquisitions and other strategic initiatives 50.00 200.00 200.00
Inventory turnover (in times) owners (other than those who are promoters, promoter
============----
17.9 17.7
3. General Corporate Purposes 5.46 49.44 49.44
Current Ratio (in times) 6.1 6.6 group or persons in control), from the open market through
Total 275.46* 278.04* 278.04
Quick Ratio (in times) 5.7 6.1 stock exchange mechanism i.e. using the electronic trading
facilities of the stock exchanges where the Equity Shares of *Budgeted IPO expenses H 21 crore (approx.) Actual IPO expenses H 18.96 crore (approx.)
Detailed explanation of key balance sheet ratios – the Company are listed i.e. National Stock Exchange of India
Limited (“NSE”) and BSE Limited (”BSE”), for an aggregate
ROCE – Return on Capital Employed (ROCE) is a financial ratio Treasury Operations Highlight The Company will continue to tactically shift the allocation
amount not exceeding H 8,089.00 lakh (Indian Rupees Eight
that measures a Company’s profitability and the efficiency During the Financial Year, the Company’s Treasury operations between bonds of different tenors depending upon interest
Thousand Eighty Nine Lakhs Only) (“Maximum Buyback
with which its capital is used. In other words, the ratio were managed efficiently to generate stable returns for the rate scenario and liquidity condition in the market. However,
Size”), and at a price not exceeding H 240/- (Indian Rupees
measures how well a Company is generating profits from its funds within the defined framework of investments. it will assure that the credit quality of the portfolio of
Two Hundred and Forty only) per Equity Share, payable in
capital. It is calculated dividing by profit before interest on investments remains top notch and there is no credit risk
cash. The Maximum Buyback Size and Maximum Buyback Since February 2022, the global economic and financial
long term debt, exceptional items and tax by average capital in the portfolio. The Company Treasury remains committed
Price did not include any expenses incurred or to be incurred environment has worsened with rising escalation of
employed during the year. to actively manage portfolio to generate higher returns
for the Buyback viz. brokerage, costs, fees, turnover charges, geopolitical conflict and the related sanctions. This has led without sacrificing the credit quality of portfolio. Over the last
RONW – Return on Net Worth (RONW) is a measure of taxes such as buyback tax, securities transaction tax, goods to commodity prices increasing across the board with crude decade of treasury operations, the Company has achieved
profitability of a Company expressed in percentage. It is and services tax (if any) and income tax, stamp duty, advisors oil prices jumping to 14-year high in early March. All this has credible reputation in debt markets for regular and stable
calculated by dividing profit after tax for the year by average fees, printing expenses, filing fees and other incidental and led to build up of inflationary pressure in the economy. RBI investment operations.
capital employed during the year. related expenses and charges (collectively referred to as has initiated measures to withdraw accommodative policies
“Transaction Costs”). in order to manage inflation within the desired target range
Book Value Per Share – It is calculated by dividing equity at Internal Control Systems and Adequacy
year end by number of shares outstanding at year end. The Maximum Buyback Size represents 9.66% and 10% of the while supporting economic growth.
BCCL has instituted three lines of defense model (i)
aggregate of the total paid-up capital and free reserves of the The Indian rupee had seen gradual depreciation over the Management and Internal control measures (ii) Financial
Net working Capital – It is calculated by dividing net working
Company based on the audited standalone and consolidated year based on capital outflows and current account deficit on controls and risk management measures and (iii) Robust
capital (excluding Current Investment, Cash and Bank
financial statements of the Company as at March 31, 2022, account of rise in imports due to higher crude oil prices. RBI internal audit function providing the third line of defense.
balance and Tax asset & liabilities) during the year by sales
respectively (being the latest audited financial statements has intervened actively in forex markets during the Ukraine
turnover and further converted into days. The Company maintains an adequate and efficient Internal
of the Company, available at the Board Meeting) which crisis to control the volatility.
Debtors’ Turnover – The above ratio is used to quantify a is not more than 10% of the total paid-up capital and free Control System that is proportionate to its size and
Company’s effectiveness in collecting its receivables or money reserves of the Company in accordance with the proviso to complexity. The system is designed to ensure reliable
y Under the accommodative policy stance with ample of
owed by customers. The ratio shows how well a Company the Regulation 5(i)(b) of the SEBI Buyback Regulations. The financial information, comply with applicable laws,
liquidity in system, the Company invested cautiously in
uses and manages the credit it extends to customers and Buyback commenced on December 19, 2022 and closed with protect assets, authorize transactions appropriately, and
high quality corporate bonds and government securities
how quickly that short-term debt is collected or is paid. It is effect from closing of trading hours of April 12, 2023 (both adhere to corporate policies and processes. The company
to generate stable returns for the portfolio, which was
calculated by dividing sales by average trade receivables. days inclusive). Intimation for closure of the Buyback was understands the inherent limitations of an internal control
higher than liquid mutual fund rates, yielding sub-4% for
issued to the Stock Exchanges on April 12, 2023. framework. To address this, regular audit and review
Inventory Turnover – Inventory Turnover is the number of the whole year.
processes are conducted to reinforce and strengthen these
times a Company sells and replaces its inventory during a Till the date of closure of the Buyback, the Company had y Post the COVID-19 pandemic as the economy recovers, systems continuously.
period. It is calculated by dividing sales by average inventory. utilised 99.9913% of the Maximum Buyback Size, being RBI has started giving signals of unwinding of measures
H 8,088.30/- lakh (excluding Transaction Costs) authorised for introduced to support the economy which indicates The Company has an independent internal audit function.
Current Ratio – The Current Ratio is a liquidity ratio that The audits are conducted as per the Annual Audit Plan
the Buyback. The total number of Equity Shares bought back reduction of liquidity in the system and eventual increase
measures a Company’s ability to pay short-term obligations approved by the Audit Committee. The scope of the internal
under the Buyback is 49,14,159 equity shares. The Company in interest rates.
or those due within one year. It is calculated by dividing the audit covers all aspects of business acts, including regular
funded the buyback from its securities premium account. y We have avoided to invest in credit mutual funds during
current assets by current liabilities. front-end and back‑end operations and internal compliances.
Initial Public Offer (IPO) the last 2 years. It was a conscious call to avoid investing
Quick Ratio – The quick ratio is an indicator of a company’s It lays emphasis to check on process controls, measures
in credit mutual funds when macroeconomic environment
short-term liquidity position. It is calculated by dividing the In the year 2010, the Company through an Initial Public undertaken by the Company to monitor risk and to check for
was weak.
current assets (excluding Inventory) by current liabilities. Offering (“IPO”) had raised H 297 crore. The Net Issue proceeds leakages or frauds. The Company has invested in ensuring
H 275.46 crore [Actual H 278.04 crore] was proposed to be y The Company expects the interest rates to rise in 2022-2023 that its internal audit and control systems are adequate
Dividend applied for the following objects set out in the Prospectus: with the RBI focusing on withdrawal of accommodation and commensurate with the nature of business, regulatory
The Board of Directors have recommended a final dividend H in crore to ensure that inflation remains within the target going prescriptions, and the size of its operations.
of H 5/- per equity share amounting to H 7,132.10/- lakh for Sr. Total Estimated
forward while supporting growth.
Expenditure Items
===============---
FY 2022‑23 to shareholders for their approval. The total No. Expenditure y The Company expects the headline inflation to continue
dividend for FY 2022-23 aggregates to H 5/- per equity share. 1. Promote our future products 220.00 to print above 5% levels in the foreseeable future.
This would translate cash outflow of H 7,132.10/- lakh and a 2. Acquisitions and other 50.00 The inflation trajectory will largely depend upon the
dividend pay-out of 52.5% of total comprehensive income. strategic initiatives geopolitical situation and its impact on global commodity
In view of the changes made under the Income-tax Act, 1961,
by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the Shareholders.
~===============---
3. General Corporate Purposes
Total
5.46
275.46
prices and logistics.

Directors’ Report -
Reports
Statutory
Dear Members, of the Company are listed i.e., National Stock Exchange of given in the Notes to the Financial Statements, forming a part
India Limited (“NSE”) and BSE Limited (”BSE”) (collectively, of this Annual Report.
The Board of Directors is pleased to present the Seventeenth Annual Report of Bajaj Consumer Care Limited (“BCCL” or “the
“Stock Exchanges”), for an aggregate amount not exceeding
Company”) for the financial year ended March 31, 2023.
H 8,089.00 Lakhs (Indian Rupees Eight Thousand Eighty Nine Subsidiaries and Associate Companies
In compliance with the applicable provisions of Companies Act, 2013, (“the Act”) and the Securities and Exchange Board of Lakhs Only) (“Maximum Buyback Size”), and at a price not During the year under review, no company became/ ceased to
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this report covers exceeding H 240/- (Indian Rupees Two Hundred and Forty be a subsidiary/ associate/ joint venture of the Company. As
the financial results and other developments during the financial year from April 1, 2022 to March 31, 2023. only) per Equity Share (“Maximum Buyback Price”), payable in on March 31, 2023, the Company had the following unlisted
cash (the process being referred hereinafter as “Buyback”). subsidiaries namely:
Financial Performance
The Maximum Buyback Size represents 9.66% and 10% of the
The summarised financial results of the Company for the Financial Year ended March 31, 2023 are presented below: aggregate of the total paid-up capital and free reserves of the y Uptown Properties and Leasing Private Limited
Particulars
Financial year ended Financial year ended Company based on the audited standalone and consolidated y Bajaj Bangladesh Limited (wholly owned subsidiary)
March 31, 2023 March 31, 2022 financial statements of the Company as at March 31, 2022, y Bajaj Corp International (FZE) (wholly owned subsidiary)
Total revenue 98,702.31 91,693.71 respectively (being the latest audited financial statements
Profit before interest, depreciation and tax 17,849.87 21,710.72 of the Company, available at the Board Meeting) which Out of above, Uptown Properties and Leasing Private Limited
Finance cost 92.13 98.34 is not more than 10% of the total paid-up capital and free is a ‘Material Subsidiary’ as defined in the SEBI Listing
Depreciation 809.31 463.39 reserves of the Company in accordance with the proviso to Regulations. The details of the policy for determining ‘Material
the Regulation 5(i)(b) of the SEBI Buyback Regulations. The Subsidiary’ is available on the website of the Company at
Profit before tax 16,948.43 21,148.99
Buyback commenced on December 19, 2022 and closed with https://www.bajajconsumercare.com/policies.php.
Provision for taxation – Income Tax 2,966.89 3,695.15
effect from closing of trading hours of April 13, 2023 (both
Profit after tax 13,981.54 17,453.84 days inclusive). Pursuant to the provisions of Section 129 of the Companies
Other comprehensive income 18.70 37.72 Act, 2013 and Rules made thereunder and the Companies
Till the date of closure of the Buyback, the Company had (Accounts) Rules, 2014, the Company has attached a separate
Total comprehensive income 14,000.24 17,491.56
utilised 99.9913% of the Maximum Buyback Size, being statement containing the salient features of the Financial
Balance brought forward from previous year 46,072.93 40,384.58 H 80,88,29,740/- (Indian Rupees Eighty Crore Eighty-Eight Statements of its subsidiary companies along with the
Retained earnings available for appropriation 60,073.17 57,876.14 Lakh Twenty Nine Thousand Seven Hundred Forty only) Financial Statements.
Appropriations – (excluding transaction costs) authorised for the Buyback.
– Dividend /Interim dividend 5,901.61 11,803.21 The total number of Equity Shares bought back under the Subsidiaries Operations
– Balance carried to balance sheet 54,171.56 46,072.93 Buyback is 49,14,159 (Forty-Nine Lakh Fourteen Thousand
Uptown Properties and Leasing Private Limited (Uptown)
One Hundred Fifty-Nine) Equity Shares.
During the Financial Year ended March 31, 2023, the net Loss
During the period under review, the Company recorded total Based on the principles detailed in the above Policy, your Share Capital of Uptown was H 34.12 lakh as against net loss of H 22.15 lakh of
revenue of H 98,702.31 lakh as compared to H 91,693.71 lakh directors are pleased to recommend a Dividend of H 5/- per the previous Financial Year. The Company is into the business
The paid-up Equity Share Capital of the Company as on
in the previous year. Profit before Tax was H 16,948.43 lakh as equity share of face value of H 1/- each for the year ended of construction and leasing of commercial space
March 31, 2022 was ` 14,75,40,159/- divided into 14,75,40,159
against H 21,148.99 lakh in the previous year. The Profit after March 31, 2023. The Dividend, subject to the approval of
equity shares of ` 1/- each. During the year under review,
Tax stood at H 13,981.54 lakh as compared to the Profit after Members at the Annual General Meeting on Wednesday, Bajaj Bangladesh Limited (BBL)
the Company has bought back 42,10,512 equity shares of
Tax of H 17,453.84 lakh in the previous year. The operations August 9, 2023, will be paid within the time period stipulated BBL recorded revenue of H 341.90 lakh in FY 2022-23 as
` 1/- each from the open market through stock exchange
and financial results of the Company are elaborated in the under The Companies Act, 2013 (subject to deduction of Tax against NIL in previous financial year. Net loss for the current
mechanism. Paid up Equity Share Capital of the Company
Management Discussion and Analysis Report. at source). FY 2022‑23 was recorded at H 127.41 lakh as against net loss
as on the date of approval of this report i.e. May 3, 2023 is
There are no material changes & commitments which affects The aggregate dividend for the FY 2022-23 will amount to ` 14,26,26,000/- divided into 14,26,26,000 equity shares of of H 4.21 lakh of the previous financial year.
the financial position of the Company between the end of H 5/- per share of H 1/- each fully paid up (being 500%) as ` 1/- each. Total number of equity shares extinguished as on
financial year 2022-23 and the date of this report. Further, against H 8/- per share of H 1/- each fully paid up (being 800%) March 31, 2023 is 42,10,512 and as on the date of signing of Bajaj Corp International (FZE)
there is no change in the nature of business of the Company. declared in previous year. this report is 49,14,159. During the financial year ended March 31, 2023, FZE achieved
total revenue of H 1409.68 lakh as compared to H 527.61 lakh of
Transfer to Reserves Unpaid/Unclaimed Dividend Employee Restricted Stock Unit Plan 2018 the previous financial year. Net profit for the current FY 2022-
Your directors do not propose to transfer any amount In terms of the provisions of Investor Education and Protection The shareholders at the Annual General Meeting held on July 23 was H 94.41 lakh as against net loss of H 440.50 lakh of the
to Reserves. Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, 23, 2018, had approved an ‘Employee Restricted Stock Unit previous financial year.
Investor Education and Protection Fund (Awareness and Plan 2018’ (“RSU 2018”) authorising grant of not exceeding
Deposits from Public Protection of Investors) Rules, 2001, ` 1,21,900/- of unpaid/ 7,37,500 options to the eligible employees, in one or more Consolidated Financial Statements
The Company has not accepted any deposits from public and unclaimed dividends were transferred during the year to the tranches, with each such option conferring a right to apply Pursuant to the provisions of Section 129 of the Companies
as such no amount on account of principal or interest on Investor Education and Protection Fund. for one share in the Company in accordance with the terms Act, 2013 and the Companies (Accounts) Rules, 2014, the
deposits from public was outstanding as on March 31, 2023. and conditions under the plan. Consolidated Financial Statements of the Company and
Buy Back of Equity Shares its subsidiaries have been prepared in the same form and
Additional details of the plan as required under Securities &
Dividend The Company pursuant to the resolution of the Board manner as mandated by Schedule III to the Companies Act,
Exchange Board of India (Share Based Employee Benefits)
of Directors of the Company dated December 9, 2022, 2013 and shall be laid before the forthcoming 17th Annual
Your Company’s dividend distribution philosophy aims at Regulations 2014 are annexed as Annexure-1 and forms
announced the buyback of fully paid-up equity shares of the General Meeting (AGM) of the Company.
sharing its profits with its shareholders through a formal part of this report and also uploaded on the website of the
disbursement of profits. In accordance with Regulation 43A face value of H 1/- (Indian Rupee One only) (“Equity Shares”) Company at https://www.bajajconsumercare.com. The Consolidated Financial Statements of the Company have
of the SEBI Listing Regulations, the Company has adopted of the Company, each, from the shareholders / beneficial also been prepared in accordance with relevant Accounting
the Dividend Distribution Policy, which is made available on owners (other than those who are promoters, promoter Particulars of Loans, Guarantees and Investments Standards issued by Ministry of Corporate Affairs forming
the Company’s website and can be accessed using the link group or persons in control), from the open market through part of this Annual Report. In accordance with Section 136 of
Details of Loans, Guarantees and Investments covered under
https://www.bajajconsumercare.com/policies.php. stock exchange mechanism i.e., using the electronic trading the Companies Act, 2013, the Audited Financial Statements,
the provisions of Section 186 of the Companies Act, 2013 are
facilities of the stock exchanges where the Equity Shares

Reports
Statutory
including the Consolidated Financial Statements and related However, the Company is well aware of the above risks and as y To oversee the evaluation of the Board, Committees of the through a structured questionnaire prepared separately for
information of the Company and Audited Accounts of each part of business strategy has put in a mechanism to ensure Board and the management; the Board, Committees, Chairman and individual Directors.
of its subsidiaries are available on Company’s website at that they are mitigated with timely action. The Company y To assess the Company’s policies and processes in key The Chairman’s performance evaluation was carried out by
https://www.bajajconsumercare.com. These documents are has a robust Business Risk Management (BRM) framework areas of Corporate Governance, other than those explicitly Independent Directors at a separate meeting.
also available for inspection by the Members at the Registered to identify, evaluate business risks and opportunities. assigned to other Board Committees, with a view to The Nomination, Remuneration & Corporate Governance
Office of the Company during business hours on all working This framework seeks to create transparency, minimise ensuring the Company is at the forefront of good corporate Committee have defined the evaluation criteria for the Board,
days, except Saturdays, Sundays and National Holidays up to adverse impact on the business objectives and enhance the governance; its Committees and Directors. The evaluation exercise is
the date of the 17th AGM. Company’s competitive advantage. The details of the Risk
y Review key corporate governance processes not carried out through a structured questionnaire circulated to
Management Policy are available on the Company’s website
specifically assigned to other committees, and recommend the Directors covering various aspects of evaluation of the
Management Discussion and Analysis Report at https://www.bajajconsumercare.com/policies.php.
changes needed to ensure that the Company is at best Board, Committee and individual Directors.
The Management Discussion and Analysis Report is presented In the opinion of the Board of Directors, none of the practice;
in a separate section forming part of this Annual Report. The Board’s functioning was evaluated on various aspects,
aforementioned risks affect and/or threatens the existence y Examine the impact of significant regulatory and statutory including inter alia, degree of fulfilment of key responsibilities,
of the Company. changes applicable to the governance practices of the
Corporate Social Responsibility (CSR) Initiatives Board structure, composition, establishment and delineation
Company and to recommend measures to implement the of responsibilities to various Committees, effectiveness of
In accordance with the requirements of the provisions Vigil Mechanism/ Whistle-Blower Policy same; Board processes, information and functioning.
of Section 135 of the Companies Act, 2013, the Company The Company has adopted a ‘Whistle-Blower Policy’ for y To regularly examine ways to strengthen the Company’s
has constituted a CSR Committee. The Company has also Directors, employees and business partners to report Directors were evaluated on aspects such as attendance and
organisational health, by improving the hiring, retention,
formulated a CSR Policy which is available on Company’s genuine concerns and to provide adequate safeguards against contribution at Board/Committee Meetings and guidance/
motivation, development, deployment and behavior of
website at https://www.bajajconsumercare.com/policies. victimisation of persons who may use such mechanism. support to the management. In addition, the Chairman was
management and other employees.
php. also evaluated on key aspects of his role, including setting
The functioning process of this mechanism has the strategic agenda of the Board, encouraging active
During the year under review, in compliance with the been more elaborately mentioned in the Corporate In this context, the Committee also reviews the framework
participation by all Board Members.
provisions of Section 135 of the Companies Act, 2013, the Governance Report forming a part of this Annual Report. and processes for motivating and rewarding performance
Companies (Corporate Social Responsibility) Rules, 2014 and The said policy is hosted on Company’s website at at all levels of the organisation, reviews the resulting Areas on which the Committees of the Board were assessed
the various notifications/circulars issued by the Ministry of https://www.bajajconsumercare.com/policies.php. compensation awards and makes appropriate proposals for included degree of fulfilment of key responsibilities, adequacy
Corporate Affairs, the Company has spent ` 478.07 lakh on Board approval. In particular, it recommends all forms of of Committee composition and effectiveness of meetings.
permitted CSR activities through Kamalnayan Jamnalal Bajaj Remuneration Policy compensation to be granted to Directors, Key Managerial
The performance evaluations of the Independent Directors
Foundation (the implementing agency engaged in activities Personnel, Senior Management and other employees of
The Board on the recommendation of the Nomination, were carried out by the entire Board, excluding the Director
specified in Schedule VII of the Companies Act, 2013). The the Company.
Remuneration & Corporate Governance Committee, framed being evaluated. The performance evaluation of the Chairman
salient features of the CSR policy along with the Report on CSR
a policy for Nomination, Remuneration and Evaluation of and the Non-Independent Directors were carried out by the
activities are given in Annexure-2 to this Directors’ Report. Retirement by Rotation
Directors, Senior Management and to develop & recommend Independent Directors who also reviewed the performance
to the Board a set of Corporate Governance Guidelines. The As per the provisions of Section 152 of the Companies Act, of the Board as a whole.
Business Risk Management 2013, not less than two-third of the total number of directors,
policy of the Company including criteria for determining
The Company, like any other enterprise, is exposed to other than Independent Directors shall be liable to retire by In addition, Independent Directors were evaluated based on
qualifications, positive attributes, independence of Directors
business risk which can be internal risks as well as external rotation. One-third of these Directors are required to retire parameters such as qualification, experience, knowledge
and other matters provided under Section 178(3) of the
risks. One of the key risks faced by the Company in today’s every year and if eligible, these Directors qualify for re- and competency, fulfilment of functions, ability to function
Companies Act, 2013 and Regulation 19 of the SEBI Listing
scenario is the wide and frequent fluctuations in the prices appointment. At the ensuing Annual General Meeting (AGM), as a team, initiative, commitment independence, independent
Regulations is available on the Company’s website at https://
of its raw material. Any further increase in prices of raw Mr. Sumit Malhotra (DIN: 02183825), Director, retires by views and judgement, availability, attendance and participation
www.bajajconsumercare.com/policies.php.
materials could create a strain on the operating margins of rotation and being eligible, offers himself for re-appointment. in the discussion at the Meetings, adherence to the Code of
the Company. Inflationary tendencies in the economy and The salient features of the policy are as below:- Ethics (Code of Conduct) of the Company as well as the Code
A detailed profile of Mr. Sumit Malhotra along with additional for Independent Directors as applicable, understanding the
deterioration of macroeconomic indicators can impact the
y To identify individuals qualified to be Board Members and information required under Regulation 36(3) of the SEBI environment in which the Company operates and contribution
spending power of the consumer because of which down
in Senior Management, consistent with criteria approved Listing Regulations and Secretarial Standards on General to strategic decision and raising valid concerns to the
trading from branded products to non‑branded can occur
by the Board and to periodically examine the structure, Meetings is provided separately by way of an Annexure to the Board, interpersonal relations with other Directors and
which can affect the operating performance of the Company.
composition, functioning and performance of the Board, Notice convening the AGM. management, objective evaluation of Board’s performance,
The Company operates in the highly competitive FMCG its Committees & Senior management and recommend rendering independent/unbiased opinion, safeguarding of
market with competitors who may have better ability to spend changes, as necessary; Number of Meetings of the Board confidential information and maintaining integrity.
more aggressively on advertising and marketing and more The Board met five times during the Financial Year 2022-23
y To recommend new Board Members in light of resignation Detail s of the polic y on evaluation of Board’s
flexibility to respond to changing business and economic viz. May 6, 2022, August 1, 2022. November 9, 2022,
of current Members or a planned expansion of the Board; performance is available on the Company’s website at
conditions. An increase in the amount of competition that we December 9, 2022 and February 9, 2023. The maximum time
face could have a material adverse effect on our market share y To recommend to the Board of Directors to serve on each https://www.bajajconsumercare.com/policies.php.
gap between any two Board Meetings was not more than
and sales. of the Board Committee;
120 days as required under Regulation 17 of the SEBI Listing
y To formulate the criteria for evaluation of Independent Familiarisation Programme for Independent Directors
Any unexpected changes in regulatory framework pertaining Regulations, Section 173 of the Companies Act, 2013 and
Directors and the Board; Secretarial Standard on Meetings of the Board of Directors. Pursuant to the provisions of Regulation 25 of the SEBI Listing
to fiscal benefits and other related issues can affect our
y To formulate the criteria for determining the qualifications, Regulations, the Company has formulated a programme for
operations and profitability.
positive attributes and independence of a Director; Annual evaluation by the Board familiarising the Independent Directors, their roles, rights,
A key factor in determining a Company’s capacity to create responsibilities in the Company, nature of the industry
y To recommend to the Board remuneration policy for Pursuant to the applicable provisions of the Companies Act,
sustainable value is the ability and willingness of the Company in which the Company operates, business model of the
Directors, Key Managerial personnel and other employees; 2013 and SEBI Listing Regulations, the Board carried out
to take risks and manage them effectively and efficiently. Company etc. through various initiatives. The details of the
y To develop and recommend to the Board a set of Corporate an annual evaluation of its performance as well as of the
aforementioned programme is available on the Company’s
Governance Guidelines; working of its committees and individual Directors including
website at https://bajajconsumercare.com.
Chairman of the Board. This exercise was carried out

Reports
Statutory
Board Committees Directors and Key Managerial Personnel (KMP) as at March 31, 2023 and of the profit of the Company for Auditors
the year ended on that date;
A. Audit Committee There was no change in the composition of Board of Directors (a) Statutory Auditors
during the year under review. The board comprises of the (c) that proper and sufficient care has been taken for Members of the Company at the 16th AGM held on August
The Audit Committee comprises of following
following Directors as on March 31, 2023: the maintenance of adequate accounting records in 1, 2022, approved appointment of M/s. Chopra Vimal
Independent Directors:
accordance with the provisions of the Companies Act, & Co, Chartered Accountants (Firm Registration No.
Mr. Kushagra Bajaj, Non-Executive Chairman
1. Mr. Gaurav Dalmia, Chairman of the Committee 2013 for safeguarding the assets of the Company and for 06456C), as the Statutory Auditors of the Company for a
2. Mr. Aditya Vikram Ramesh Somani Mr. Jaideep Nandi, Managing Director preventing and detecting fraud and other irregularities; term of 5 years to hold the office from the conclusion of
3. Mr. Dilip Cherian Mr. Sumit Malhotra, Non-Executive, Non-Independent (d) that the annual financial statements have been prepared 16th AGM till the conclusion of 21st AGM of the Company.
4. Ms. Lilian Jessie Paul on a going concern basis; M/s. Chopra Vimal & Co. have confirmed and issued a
Mr. Aditya Vikram Ramesh Somani, Non-Executive, Independent
(e) that proper internal financial controls were in place certificate that they are within the limits specified under
B. Nomination, Remuneration & Corporate Mr. Dilip Cherian, Non-Executive, Independent Section 141(3)(g) of the Companies Act, 2013 and they are
and that the financial controls were adequate and were
Governance Committee Mr. Gaurav Dalmia, Non-Executive, Independent operating effectively; not disqualified to act as Statutory Auditors in terms of
the provisions of Sections 139 and 141 of the Companies

The Nomination, Remuner ation & Corpor ate Ms. Lilian Jessie Paul, Non-Executive, Independent (f) that systems to ensure compliance with the provisions Act, 2013 and the Companies (Audit and Auditors)
Governance Committee comprises of following of all applicable laws were in place and were adequate Rules, 2014.
Independent Directors: In terms of the provisions of Section 203 of the Companies and operating effectively.
As required under Regulation 33(1)(d) of Listing
1. Mr. Gaurav Dalmia, Chairman of the Committee Act, 2013, following are the KMPs of the Company:
Related Party Transactions Regulations, M/s. M/s. Chopra Vimal & Co., have
2. Mr. Aditya Vikram Ramesh Somani Mr. Jaideep Nandi, Managing Director confirmed that they hold a valid certificate issued by
The Board of Directors has adopted a policy on Related Party
3. Mr. Dilip Cherian the Peer Review Board of the Institute of Chartered
Mr. D. K. Maloo, Chief Financial Officer Transactions. The said Policy is available on Company’s
Accountants of India.
website at https://www.bajajconsumercare.com/policies.
C. Stakeholders Relationship Committee Mr. Vivek Mishra, Head-Legal & Company Secretary
php. The Statutory Auditors Report to the shareholders for the
The Stakeholders Relationship Committee comprises of year under review does not contain any modified opinion
Declaration by Independent Directors The objective of the Policy is to ensure proper approval,
following Directors: or qualification and observations/comments given in the
The Independent Directors of the Company have submitted disclosure and reporting of transactions as applicable,
report of the Statutory Auditors read together with Notes
1. Mr. Dilip Cherian, Chairman of the Committee declaration of Independence confirming that they meet between the Company and any of its related parties. All
to accounts being self-explanatory, hence do not call
the criteria of independence under Section 149(6) of the contracts or arrangements with related parties entered into or
2. Mr. Kushagra Nayan Bajaj for any further explanation or comments under Section
Companies Act, 2013 and SEBI Listing Regulations. modified during the Financial Year were at arm’s length basis
3. Mr. Jaideep Nandi 134(f)(i) of the Companies Act, 2013.
and in the ordinary course of the Company’s business. All such
4. Mr. Sumit Malhotra All the Independent Directors of the Company have also contracts or arrangements were entered into only with prior During the year under review, the auditors have
confirmed that they are not aware of any circumstance or approval of the Audit Committee, except transactions which not reported any fraud under Section 143(12) of the
D. Corporate Social Responsibility (CSR) Committee situation, which exist or may be reasonably anticipated, qualify under omnibus approval as permitted under the law. Companies Act, 2013 and therefore, no details are
that could impair or impact their ability to discharge their No material contracts or arrangements with related parties required to be disclosed under Section 134(3)(c)(a) of
The CSR Committee comprises of following Directors: duties with an objective independent judgement and without were entered into during the year under review. Therefore, the Companies Act, 2013.
1. Mr. Gaurav Dalmia, Chairman of the Committee any external influence and that they are independent of there is no requirement to report any transaction in Form
the management. Further, it is also confirmed that they AOC-2 in terms of Section 134 of the Companies Act, 2013 (b) Secretarial Auditor
2. Mr. Dilip Cherian
have complied with the provisions regarding Independent read with Rule 8 of the Companies (Accounts) Rules, 2014.
3. Mr. Jaideep Nandi Pursuant to the provisions of Section 204 of the
Directors’ registration with the databank maintained by
Further, the Company has not entered into any transaction Companies Act, 2013 and the Companies (Appointment
4. Mr. Sumit Malhotra The Indian Institute of Corporate Affairs (‘IICA’) and online
of a material nature with the Promoters, subsidiaries of and Remuneration of Managerial Personnel) Rules, 2014,
proficiency self-assessment test conducted by the IICA
Promoters, Directors, Key Managerial Personnel or their as amended, the Company has appointed Mr. Hitesh J
E. Risk Management Committee unless exempted.
Gupta, Company Secretary in Practice, to undertake the
relatives etc. that may have potential conflict with the
The Risk Management Committee comprises of the The Board is of the opinion that the Independent Directors interests of the Company. Secretarial Audit of the Company. The Secretarial Audit
following members from board and senior management: of the Company possess requisite qualifications, experience Report does not contain any qualification, reservation or
and expertise and they hold highest standards of integrity. Transactions with Related Parties are disclosed in the notes adverse remarks or disclaimer and is annexed herewith
1. Mr. Aditya Vikram Ramesh Somani, Chairman of to accounts annexed to the financial statements. as Annexure-3 to this Directors’ Report.
the Committee
Directors’ Responsibility Statement
2. Ms. Lilian Jessie Paul Internal Financial Controls Cost Audit
To the best of their knowledge and belief and according to
3. Mr. Jaideep Nandi the information and explanations obtained by them, your The Company has an internal financial control system The Ministry of Corporate Affairs vide Notification dated
4. Mr. Rajesh Menon Directors make the following statements in terms of Section commensurate with the size and scale of its operations and December 31, 2014, made amendment in the Companies
134(3)(c) of the Companies Act, 2013: the same has been operating effectively. The Internal Auditor (Cost Records and Audit) Rules, 2014, through Companies
F. Buyback Committee evaluates the efficacy and adequacy of internal control (Cost Records and Audit) Amendment Rules, 2014. As per
(a) that in the preparation of the annual financial statements system, accounting procedures and policies adopted by the

T he Bu y back Commit tee compr ises of the the Amendment Rules, the Company is exempted from the
for the year ended March 31, 2023, the applicable Company for efficient conduct of its business, adherence
following Directors: requirement of Cost Audit.
accounting standards have been followed along with to Company’s policies, safeguarding of Company’s assets,
1.
Mr. Kushagr a Nay an B ajaj, Chair man* proper explanation relating to material departures, prevention and detection of frauds and errors and timely Reporting of Frauds
(Non-Independent, Non- Executive) if any; preparation of reliable financial information etc. Based on the
There was no instance of fraud during the year under review,
2. Mr. Jaideep Nandi (Non-Independent, Executive) (b) that such accounting policies as mentioned in the Notes report of internal audit function, process owners undertake
which required the Statutory Auditors to report to the Audit
3. Mr. Aditya Vikram Ramesh Somani (Independent, to the Financial Statements have been selected and corrective action in their respective areas and thereby
Committee and/ or Board under Section 143(12) of the
Non-Executive) applied consistently and judgement and estimates have strengthen the controls. Significant audit observations and
Companies Act, 2013 and Rules made thereunder.
been made that are reasonable and prudent so as to give corrective actions thereon were presented to the Audit
a true and fair view of the state of affairs of the Company Committee of the Board.

Reports
Statutory
Corporate Governance Report and Certificate The following is the summary of sexual harassment General Disclosure Industrial Relations
complaints received and disposed off during the year
In compliance with Regulation 34 read with Schedule V(C) of During the year under review: Industrial relations have been cordial at all the manufacturing
under review.
SEBI Listing Regulations, a report on Corporate Governance units of the Company.
(a)
the Company has not issued Equity Shares with
and the certificate as required under Schedule V(E) of SEBI 1. Number of Complaints received: 4
differential rights as to dividend, voting or otherwise,
Listing Regulations received from the Statutory Auditors of Cautionary Statement
2. Number of Complaints disposed off: 4 pursuant to the provisions of Section 43 of Companies
the Company, forms part of this Annual Report. Statements in the Director’s report and the Management
Act, 2013 and Rules made thereunder.
Particulars of Employees Discussion and Analysis Report describing the Company’s
Compliance of Corporate Governance Standards of (b) the Company has not made any provisions of money or objectives, expectations or predictions, may be forward
New York Stock Exchange (NYSE) Disclosures pertaining to remuneration and other details has not provided any loan to its employees for purchase looking within the meaning of applicable securities laws
as required in terms of provisions of Section 197(12) of the of shares of the Company or its holding Company,
The Company, to achieve greater transparency and to and regulations. Actual results may differ materially from
Companies Act, 2013 read with Rule 5 of the Companies pursuant to the provisions of Section 67 of Companies
comply with internationally prevalent norms of Corporate those expressed in the statement. Important factors that
(Appointment and Remuneration of Managerial Personnel) Act, 2013 and Rules made thereunder.
Governance, has voluntarily adopted Corporate Governance could influence the Company’s operations include: global
Rules, 2014 is annexed as Annexure-5 to this Directors’ Report.
Standards codified in Section 303A of New York Stock (c) the Company has not accepted any deposit from the and domestic demand and supply conditions affecting selling
Exchange (NYSE) Listed Company Manual. The details of the In terms of first proviso to Section 136(1) of the Companies public, pursuant to the Chapter V of the Companies Act, prices, new capacity additions, availability of critical materials
same and the steps taken by the Company are explained in Act, 2013, the Directors Report is being sent excluding 2013 and Rules made thereunder. and their cost, changes in government policies and tax laws,
the Corporate Governance Report. the information on employees’ particulars mentioned in economic development of the country and other factors which
Section 197(12) of the Companies Act, 2013 and Rule 5 of the (d) the Company bought back 42,10,512 equity shares of `1/- are material to the business operations of the Company.
Compliance of Secretarial Standards of ICSI Companies (Appointment and Remuneration of Managerial each till the end of financial year 22-23 pursuant to the
Personnel) Rules, 2014, which is available for inspection by provisions of Section 68 of the Companies Act, 2013 and Acknowledgements
In terms of Section 118(10) of the Companies Act, 2013,
the Members at the Registered Office of the Company during Rules made thereunder.
the Company is complying with the applicable Secretarial Your directors express their appreciation for the sincere
Standards issued by the Institute of Company Secretaries of business hours on all working days, except Saturdays, The Company has closed the buy back on April 13, 2023 cooperation and assistance of Central and State Government
India and approved by Central Government. Sundays and National Holidays up to the date of the 17th and completed the buy back of 49,14,159 equity shares authorities, bankers, customers, suppliers and business
AGM. If any Member is interested in inspecting the same, such in aggregate. associates. Your directors also wish to place on record their
Business Responsibility and Sustainability Report Member may write to the Company Secretary in advance. deep sense of appreciation for the committed services by
(e) there are no significant material orders passed by
In compliance with Regulation 34 of SEBI Listing Regulations, The Managing Director of the Company does not receive your Company’s employees. Your directors acknowledge with
the Regulators/Courts which would impact the going
the Business Responsibility Report detailing the various any remuneration and/ or commission from the Company’s gratitude, the encouragement and support extended by our
concern status of the Company and its future operations.
initiatives taken by the Company on environmental, social holding and/ or subsidiary companies. valued shareholders.
and governance front is forming a part of this Annual (f) there was no occasion where the Board has not accepted
Report. The Board of Directors has adopted a Business Listing Agreement any recommendation of the Audit Committee.
Responsibility Policy which is available on Company’s website For and on behalf of the Board of Directors
In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 (g)
no application was filed for corporate insolvency
at https://www.bajajconsumercare.com/policies.php. dated October 13, 2015, the Company has executed a resolution process, by a financial or operational creditor
Uniform Listing Agreement with BSE Limited and National or by the Company itself under the IBC before the NCLT. Kushagra Nayan Bajaj
Energy Conservation, Technology Absorption and Stock Exchange of India Limited, where Equity Shares of the Place: Mumbai Chairman
Foreign Exchange Earnings and Outgo Company are listed. Company has paid annual listing fees to Date: May 3, 2023 (DIN: 00017575)
The disclosure of particulars with respect to Conservation both the Stock Exchanges.
of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as required under Section 134(3)(m) of Prohibition of Insider Trading
the Companies Act, 2013 read with Rule 8(3) of the Companies In compliance with SEBI (Prohibition of Insider Trading)
(Accounts) Rules, 2014 is annexed herewith as Annexure-4 Regulations, 2015, the Company has adopted a ‘Code of
to this Directors’ Report. Conduct for Regulating, Monitoring and Reporting of Trading
by insiders’ and ‘Code of Fair Disclosure’ of Unpublished
Annual Return Price Sensitive Information to ensure prohibition of Insider
The Annual Return as provided under Section 92(3) of Trading in the Organisation. The said codes are available on
the Companies Act, 2013 and as prescribed in Form No. Company’s website at https://www.bajajconsumercare.com/
MGT‑7 of the Companies (Management and Administration) policies.php.
Rules, 2014, is available on the website of the Company at
The ‘Trading Window’ is closed when the Compliance
https://bajajconsumercare.com/general-meetings-postal-
Officer determines that a designated person or class of
ballots-agm.php.
designated persons can reasonably be expected to have
possession of Unpublished Price Sensitive Information. The
Disclosure under the Sexual Harassment of Women
Company Secretary of the Company has been designated
at Workplace (Prevention, Prohibition and Redressal)
as Compliance Officer to administer the Code of Conduct
Act, 2013
and other requirements under SEBI (Prohibition of Insider
The Company has in place a policy for prevention of sexual Trading) Regulations, 2015.
harassment at the workplace in line with the requirements
of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal complaints
committee has been set up to redress complaints, if any
received regarding sexual harassment at workplace.

Annexure – 1 -
Reports
Statutory
Details of Stock Options as on March 31, 2023 No. Description Details
Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) (v) Weighted average exercise prices and weighted average (i) Weighted average exercise price of options granted
Regulations, 2014 as on March 31, 2023: fair values of options disclosed separately for options during the year whose:
whose exercise price either equals or exceeds or is less (a) Exercise price equals market price: N.A.
A. Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI than the market price of the stock
or any other relevant accounting standards as prescribed from time to time, Members may please refer to the audited (b) Exercise price is greater than market price: N.A.
financial statement for the year 2022-23. (c) Exercise price is less than the market price: N.A.
B. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options: Diluted EPS for the year ended (ii) Weighted average fair value of options granted
March 31, 2023 is H 9.51. during the year whose:
C. Details related to Employees’ Stock Option Scheme: (a) Exercise price equals market price: N.A.
No. Description Details (b) Exercise price is greater than market price: N.A.
(i) The description including terms and conditions of ESOS is (c) Exercise price is less than the market price: N.A.
summarised as under: (vi) Employee-wise details of options granted to :-
Date of shareholders’ approval July 23, 2018 i. Senior Managerial Personnel None
b. Total Number of options approved under ESOS Upto 0.5% of the paid-up capital of the Company i.e. ii. Any other employee who receives a grant in any one None
7,37,500 year of option amounting to 5% or more of option
c. Vesting Requirements 7,37,500 options granted shall not vest earlier than granted during that year
minimum period of one (1) year and not later than Identified employees who were granted option, None
iii.
maximum period of four (4) years from the date of grant. during any one year, equal to or exceeding 1% of the
d. Exercise Price or Pricing Formula Exercise price per option shall be the face value of equity issued capital (excluding outstanding warrants and
shares i.e. H 1/- conversions) of the Company at the time of grant
e. Maximum term of options granted 4 years (vii) Description of the method and significant assumptions used during the year to estimate the fair value of options
f. Source of shares Primary including the following information:
g. Variation in terms of options None • Fair value of the options calculated by using Black-Scholes option pricing model.
(ii) Method used to account for ESOS Fair Value • Stock Price: The closing price on NSE as on the date of grant has been considered for valuing the options granted.
(iii) Where the company opts for expensing of the options NA • Volatility: Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during
using the intrinsic value of the options, the difference a period. The measure of volatility used in the Black-Scholes option-pricing model is the annualised standard
between the employee compensation cost so computed deviation of the continuously compounded rates of return on the stock over a period of time. The historical
and the employee compensation cost that shall have been volatility of the stock till the date of grant has been considered to calculate the fair value of the options.
recognised if it had used the fair value of the options shall
be disclosed. The impact of this difference on profits and on • Risk Free Rate of Return: The risk-free rate is taken as the zero-coupon yield on Government of India securities
EPS of the Company shall be disclosed. corresponding to the expected life of options.
(iv) Option movement during the year: • Time of maturity/Expected Life: Time of maturity/Expected Life of option is the period for which the Company
expects the option to be live. The minimum life of a stock option is the minimum before which the options cannot
a. Number of options outstanding at the beginning of the 1,67,803
be exercised and the maximum life is the period after which the options cannot be exercised.
period
b. Number of options granted during the year Nil • Expected dividend yield: The expected dividend yield has been calculated on the basis of past history of dividend
payouts.
c. Number of options forfeited/ lapsed/ expired during the Nil
year
d. Number of options vested during the year Nil
For and on behalf of the Board of Directors
e. Number of options exercised during the year Nil
f. Number of shares arising as a result of exercise of Nil
Kushagra Nayan Bajaj
options
Place : Mumbai Chairman
g. Money realised by exercise of options (H), if scheme is Nil Dated: May 3, 2023 DIN: 00017575
implemented directly by the Company
h. Loan repaid by the trust during the year from exercise N.A.
price received
i. Number of options outstanding at the end of the year 1,67,803
j. Number of options exercisable at the end of the year Nil

Annexure – 2 -
Reports
Statutory
Annual Report on Corporate Social Responsibility Activities as prescribed under Section 135 of the Companies Act, 2013 (b) Details of CSR amount spent against ongoing projects for the financial year:
and Companies (Corporate Social Responsibility Policy) Rules, 2014 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Amount Amount Mode of Implementation
Location of the
1. Brief outline on CSR Policy of the Company. Item from the Local project
Amount spent transferred to
Mode of
- Through Implementing
Name allocated in the Unspent CSR Agency
The Company's vision of “Integrated development of the society through participatory approaches that sets benchmarks Sl.
of the
list of activities area Project
for the current Account for
Implementation
and standards for others to emulate for sustainable development” empower the rural community to take charge of No. in Schedule VII (Yes/ duration - Direct (Yes/
Project project financial the project as CSR Registration
to the Act No) State District No) Name*
their own development in a participatory manner by developing and managing natural resources. The developmental (in K) Year per Section number
(in K) 135(6) (in K)
interventions focus on enhancing the income generated from agriculture, which is the principal source of livelihood.
Company's implementing agency for CSR initiatives, Kamalnayan Jamnalal Bajaj Foundation also promotes alternate 1. NOT APPLICABLE ------
agro based livelihood opportunities such as dairy farming, organic farming, horticulture and biogas which not only (c) Details of CSR amount spent against other than ongoing projects for the financial year:
provides additional steady income but allows rural community to get enhanced quality of life. The Company has framed
(1) (2) (3) (4) (5) (6) (7) (8)
a CSR Policy in compliance with the provisions of the Companies Act, 2013 and Rules made thereunder. The CSR Policy
Location of the Amount Mode of Mode of implementation -
provides for carrying out CSR activities in respect of those areas as provided in Schedule VII of the Companies Act, 2013. Item from the list Local
Project spent Implement- Through implementing agency
Sr. of activities in area
Name of the Project for the tation
No. schedule VII to the (Yes/ CSR registration
2. Composition of CSR Committee Act No) State, District project - Direct Name
number
(H in lakh) (Yes/No)
Number of meetings of Number of meetings of 1. Water Conservation Environmental Yes Maharashtra, 7.85 No KJBF CSR00004622
Sl.
Name of Director Designation / Nature of Directorship CSR Committee held CSR Committee attended
No.
during the year during the year
(Bori Bandh) Sustainability Wardha
1. Mr. Gaurav Dalmia Chairman of the Committee 2 1 2. Water Conservation Environmental Yes Maharashtra, 6.07 No KJBF CSR00004622
Independent Director (Drip Set) Sustainability Wardha
2. Mr. Dilip Cherian Member/Independent Director 2 2 3. Water Conservation Environmental Yes Maharashtra, 38.73 No KJBF CSR00004622
(Group well) Sustainability Wardha
3. Mr. Jaideep Nandi Member/Managing Director 2 2
4. Water Conservation Environmental Yes Maharashtra, 16.92 No KJBF CSR00004622
4. Mr. Sumit Malhotra Member/Non-Executive Director 2 2
(lift Irrigation) Sustainability Wardha
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the
(Recharge pit convert Sustainability Wardha
board are disclosed on the website of the Company.
in to well)
These details are disclosed on the Company’s website at https://bajajconsumercare.com. 6. Water Conservation Environmental Yes Maharashtra, 114.72 No KJBF CSR00004622
(Sprinkler) Sustainability Wardha
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 7. Water Conservation Environmental Yes Maharashtra, 69.45 No KJBF CSR00004622
8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). (Water Recharge Sustainability Wardha
Not Applicable Structure)
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate (Well Recharge) Sustainability Wardha
Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any 9. Water Conservation Environmental Yes Maharashtra, 102.51 No KJBF CSR00004622
(Existing well Deepening) Sustainability Wardha
Amount available for Amount required to be
Sl. set-off from preceding set-off for the financial 10. Administrative Yes Maharashtra, 18.00 No KJBF CSR00004622
Financial Year
No. financial years year, if any Expenses Wardha
(in H) (in H)
Total 478.07
1. Prior to 2022-23 Nil Nil
* Kamalnayan Jamnalal Bajaj Foundation (Registration Number CSR00004622).
Total Nil Nil
(d) Amount spent in Administrative Overheads: H 18.00 lakh
6. Average net profit of the Company as of the Company as per Section 135(5): H 23,903.45 lakh.
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(a) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: H Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): H 478.07 lakh
(b) Amount required to be set off for the financial year, if any: H Nil
(g) Excess amount for set off, if any:
(c) Total CSR obligation for the financial year (7a+7b-7c): H 478.07 lakh
Sr.
Particulars Amount (K in lakh)
7. (a) CSR amount spent or unspent for the financial year: No.
i. Two percent of average net profit of the Company as per Section 135(5) 478.07
Amount Unspent (K in lacs)
Total Amount Spent ii. Total amount spent for the Financial Year 478.07
Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as per
for the Financial Year iii. Excess amount spent for the financial year [(ii)-(i)] Nil
Account as per section 135(6) second proviso to section 135(5)
(K in lakh)
Amount Date of transfer Name of the Fund Amount Date of transfer iv. Surplus arising out of the CSR projects or programmes or activities of the previous Nil
478.07 Nil N.A. N.A. Nil N.A. financial years, if any
v. Amount available for set off in succeeding financial years [(iii)-(iv)] Nil

Directors’ Report Annexure – 3 -
Reports
Statutory
8. (a) Details of Unspent CSR amount for the preceding three financial years: FORM NO. MR-3
Amount transferred to any fund specified under Secretarial Audit Report
Amount transferred to Amount spent Amount remaining to
Preceding Schedule VII as per Section 135(6), if any
Sr.
Financial
Unspent CSR Account in the reporting be spent in succeeding For the Financial year ended March 31, 2023
No. under Section 135 (6) Financial Year Name of the Amount financial years [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule
Year Date of transfer
(in K lakh) (in K lakh) Fund (in K lakh) (in K lakh)
No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
1. 2019-20 Nil 567.38 NA Nil NA Nil
2. 2020-21 Nil 533.37 NA Nil NA Nil To,
The Members,
3. 2021-22 Nil 528.74 NA Nil NA Nil
BAJAJ CONSUMER CARE LIMITED
Total 1629.51 NIL
OLD STATION ROAD, SEVASHRAM CHOURAHA
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): UDAIPUR 313001.
Total amount Spent on the project Cumulative amount Status of the I have conducted the secretarial audit of the compliance of c. The Securities and Exchange Board of India (Issue of
Financial Year in
Sr. Project Name of Project allocated for the in the reporting spent at the end of project applicable statutory provisions and the adherence to good Capital and Disclosure Requirements) Regulations,
which the project
No. ID The Project
was commenced
Duration project Financial reporting Financial Completed/ corporate practices by BAJAJ CONSUMER CARE LIMITED 2018 (Not Applicable to the Company during the
(in K) Year (in K) Year (in K) Ongoing
(CIN - L01110RJ2006PLC047173) (hereinafter called “The financial year under review);
NOT APPLICABLE Company”). Secretarial Audit was conducted in a manner
d. The Securities and Exchange Board of India (Share
that provided me a reasonable basis for evaluating the
9. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through Based Employee Benefits and Sweat Equity)
corporate conducts/statutory compliances and expressing
CSR spent in the financial year: Not Applicable. Regulations, 2021;
our opinion thereon.
(a) Date of creation or acquisition of the capital asset(s).: N.A. e.
The Securities and Exchange Board of India
Based on our verification of the Company’s books, papers,
(Issue and Listing of Non-Convertible Securities)
(b) Amount of CSR spent for creation or acquisition of capital asset.: N.A. minute books, forms and returns filed and other records
Regulations, 2021 (Not Applicable to the Company
maintained by the Company and also the information
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their during the financial year under review);
provided by the Company, its officers, agents and authorized
address etc.: N.A.
representatives during the conduct of secretarial audit, f. The Securities and Exchange Board of India
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital I hereby report that in our opinion, the Company has, during (Registrars to an Issue and Share Transfer Agents)
asset).: N.A. the audit period covering the financial year ended on 31st Regulation 1993 regarding the Act and dealing with
March, 2023 complied with the statutory provisions listed client (Not Applicable to the Company during the
10. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5).: hereunder and also that the Company has proper Board financial year under review);
The Company has completed spending its CSR obligation in full for the FY 2022-23. processes and compliance mechanism in place to the extent,
g.
in the manner and subject to the reporting made hereinafter:
(Delisting of Equity Shares) Regulations, 2021 (Not
I have examined the books, papers, minute books, forms and Applicable to the Company during the financial year
returns filed and other records maintained by the Company under review);
Jaideep Nandi Gaurav Dalmia for the financial year ended on 31st March, 2023 according to
Date: May 3, 2023 Managing Director Chairman CSR Committee h.
the provisions of:
Place: Mumbai (DIN: 06938480) (DIN: 00009639) (Buyback of Securities) Regulations, 2018;
i. The Companies Act, 2013 (th Act) and the rules
i. The Securities and Exchange Board of India
made thereunder;
(Listing Obligations and Disclosure Requirements)
ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) Regulations, 2015.
and the rules made thereunder;
vi. The Management has identified the compliances of the
iii. The Depositories Act, 1996 and the Regulations and Bye- following laws as specifically applicable to the Company:
laws framed thereunder;
a. Environment (Protection) Act, 1986;
iv. Foreign Exchange Management Act, 1999 and the
b. Air (Prevention and Control of Pollution) Act,
rules and regulations made thereunder to the extent of
1981 and Rules issued by the State Pollution
Foreign Direct Investment, Overseas Direct Investment
Control Boards;
and External Commercial Borrowings;
c. Water (Prevention and Control of Pollution) Act,
v. The following Regulations and Guidelines prescribed
1974 and Rules issued by the State Pollution
under the Securities and Exchange Board of India Act,
Control Boards;
1992 (‘SEBI Act’):-
d. Drugs and Cosmetics Act, 1940 and the rules made
a.
thereunder; and
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; e. Legal Metrology Act, 2009 and Legal Metrology
(Packaged Commodities) Rules, 2011;
b.
(Prohibition of Insider Trading) Regulations, 2015;

Directors’ Report Annexure – 4 -
Reports
Statutory
Having regard to the compliance system prevailing in the All decisions at Board Meetings and Committee Meetings are Disclosure of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange
Company, I further report that on the examination of the carried out unanimously as recorded in the minutes of the Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
relevant documents and records in pursuance thereof, on meetings of the Board of Directors or Committee of the Board Companies (Accounts) Rules, 2014.
test-check basis, the Company has complied with the same. as the case may be.
(A) CONSERVATION OF ENERGY (b) The technologies so far generated by the
I have also examined compliance with the applicable clauses I further report that there are adequate systems and Company have been absorbed and adapted/
i. Steps taken or impact on conservation of energy
of the Secretarial Standards issued by the Institute of processes in the Company commensurate with the size and innovated to make them suitable to the Indian
Companies Secretaries of India. operations of the Company to monitor and ensure compliance (a)
Energy conser vation by adopting new
conditions by the active involvement of the R
with applicable rules, laws, regulations and guidelines. technology, Natural source of sunlight and
During the period under review the Company has complied & D Department.
more focus on continuous improvement &
with the provisions of the Act, Rules, Regulations, Guidelines, I further report that during the audit period, the following process, through improved maintenance. (c)
Absorption, adaptation & innovation of
standards etc. mentioned above. activities took place: technology have led to less dependence on
(b) Making appropriate infrastructural changes
imports of certain products. This has saved a
i. Further investment in Bajaj Bangladesh Limited, a in plant & machineries in order to conserve
I further report that considerable cost of production.
Wholly Owned Subsidiary of the Company for an amount energy & manpower by utilising optimum
The Board of Directors of the Company is duly constituted not exceeding H 13 Crores. natural resources like air, heat, water (d) Import substitution and alternative to core raw
with proper Balance of Executive Directors, Non-Executive and lighting. material like mineral oil.
Directors and Independent Directors. The changes in the ii. Buyback of fully paid-up equity shares of face value of
(c) Improving OEE (Overall Equipment Efficiency) (e)
The Company is regularly filing patents
composition of the Board of Directors took place during the H 1/- each at a price not exceeding H 240 per equity share
resulting productivity improvement and (2 patents have already been filed).
period under review were carried out in compliance with the from the open market out of free reserves and such
other sources for an aggregate amount not exceeding reduction of power and resources.
provisions of the Act. ii. Efforts made towards technology absorption
H 8,089 lakh. (d) The power consumption saving by use of LED
Adequate Notice is given to all directors to schedule the Board machines for filling, sealing and packaging. These
lights for machine works areas, overhead
Meetings, agenda and detailed notes on agenda were sent at machines are energy efficient, highly productive
lights in some testing laboratories etc.
least 7 days in advance and a system exists for seeking and Hitesh J. Gupta and equipped with best in class safety features.
Practicing Company Secretary (e)
Reduce machine power consumption by
obtaining further information and clarifications on the agenda
M No. A33684 implementing reduction of over usages, iii. Benefits derived like product improvement,
items before the meeting and for meaningful participation at
Date: May 3, 2023 CP No. 12722 under usages, idling and synchronisation & cost reduction, product development or import
the meeting.
Place: Mumbai UDIN: A033684E000242101 transmission losses. substitution:
(f) By implementing load balancing of power Company has benefited significantly in terms of
Note: This report is to be read with my letter of even date which is annexed as ‘ANNEXURE - A’ and forms an integral part of this report.
across 3 phases and optimising the better product quality, reduced operating cost and
power consumptions. new product additions into hair & skin care portfolio.
(g) Company is continuously monitoring energy
ANNEXURE – A consumption per unit of production at iv. In case of imported technology (imported during
various facilities and taking actions towards the last three years reckoned from the beginning
conservation of energy in view of rising cost of the financial year):
To,
The Members, of energy and keeping with the Company’s (a) The details of technology imported Nil
BAJAJ CONSUMER CARE LIMITED commitment to be an energy efficient entity. (b) The year of import NA
Old Station Road, Sevashram Chouraha ii. Steps taken by the company for utilising alternate (c) Whether the technology been fully NA
Udaipur 313001. sources of energy: Absorbed
(d) If not fully absorbed, areas where
My report of even date is to be read along with this letter. Total 16 numbers of streetlight in plants changed absorption has not taken place and the
to solar light. reasons thereof
1. Maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to
express an opinion on these secretarial records based on my audit. Total 44 number transparent roof sheet and 15
numbers of turbo ventilator changed to use solar v. Expenditure on R&D
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the light during daytime.
For the year ended March 31
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable iii. Capital investment on the equipment - - - - - - - - -2023
(a) Capital 9.84
2022
- -41.60
-
basis for my opinion. Street light investment cost is 1.8 Lacs. (b) Recurring 440.20 585.81
Transparent sheet & turbo ventilator cost 4.6 Lacs (c) Total 450.04 627.41
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
(d) Total R & D expenditure 0.48% 0.72%
4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations (B) TECHNOLOGY ABSORPTION as a percentage of total
and happening of events etc. turnover
The Company has a vision to touch millions of lives
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility through its good quality, safe and efficacious products.
of management. My examination was limited to the verification of procedures on test basis. We understand consumers' unmet needs and try to (D) FOREIGN EXCHANGE EARNINGS AND OUTGO
design products to meet consumer expectations. During the year, foreign exchange earnings and outgo
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
was H 1,684.02 lakh and H 242.21 lakh respectively.
effectiveness with which the management has conducted the affairs of the company. i. Research and Development:
(a) Company had been aggressively carrying out
in-house R&D for development of products and For and on behalf of the Board of Directors
Hitesh J. Gupta processes in all its manufacturing businesses
Practicing Company Secretary to meet the requirements of the market. The
M No. A33684 Kushagra Nayan Bajaj
Company is also recognised as “In house R&D
Date: May 3, 2023 CP No.12722 Date: May 3, 2023 Chairman
Centre” by DSIR (Department of Scientific &
Place: Mumbai UDIN: A033684E000242101 Place: Mumbai (DIN: 00017575)
Industrial Research).
Annexure – 5 Corporate Governance Report -
Reports
Statutory
A. Disclosures with respect to the remuneration of Directors and employees as required under Section 197 A Report on compliance with the Corporate Governance Board of Directors
of the Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial provisions as prescribed under Regulation 34 of the
The Members of the Board of Directors of the Company are
Personnel) Rules, 2014 Securities and Exchange Board of India (Listing Obligations
eminent personalities from various fields who bring in a wide
and Disclosure Requirements) Regulations, 2015, as amended
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for range of skills and experience to the Board and they are
from time to time (“Listing Regulations”) for the Financial
the financial year and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief entrusted with the ultimate responsibility of the management,
Year 2022-23 is as follows:
Executive Officer, Company Secretary or Manager, if any, in the financial year. general affairs, direction and performance of the Company.
Remuneration of % Increase in Ratio of Remuneration
Company’s philosophy on Code of Corporate
Sr. Directors/ KMP for Remuneration of each Director to Composition
No.
Name of the Directors/KMP Designation
the year 2022-23 in the year median remuneration Governance
(Amount in K lakh) 2022-23 of employee The Company is in compliance with the provisions of Section
At Bajaj Consumer Care Limited (BCCL), Corporate
1. Mr. Kushagra Bajaj Chairman 1.60 * NA 149 of the Companies Act, 2013 and Regulation 17 of Listing
Governance has been an integral part of the way we have
2. Mr. Jaideep Nandi Managing Director 427.07 51.33 Regulations with regard to the composition of the Board.
been doing our business since inception. We believe that good
3. Mr. Sumit Malhotra Director & Advisor 150.00 NA NA Corporate Governance emerges from the application of the The Board of Directors of the Company comprises an
4. Mr. Aditya Vikram Somani Director 2.20 * NA best and sound management practices and compliance with optimum combination of Executive and Non-Executive
5. Mr. Dilip Cherian Director 2.80 * NA the laws coupled with adherence to the high standards of Directors. As on March 31, 2023, the Board consists of seven
6. Mr. Gaurav Dalmia Director 1.70 * NA transparency and business ethics. Directors comprising four Independent Directors including
7. Ms. Lilian Jessie Paul Director 1.85 * NA one Women Independent Director, one Executive Director and
The elements of transparency, fairness, disclosure and
8. Mr. D. K. Maloo Chief Financial Officer 96.27 11.57 two Non‑Executive Directors. Commensurate with the size of
accountability form the cornerstone of corporate governance
9. Mr. Vivek Mishra Head-Legal & Company 76.99 9.25 the Company, complexity and nature of underlying business,
policy at BCCL. These elements are embedded in the way
Secretary the composition of the Board represents an optimal mix of
we operate and manage the business and operations of
* S
itting fees paid to Non-Executive Directors during the year is not considered as remuneration for ratio calculation purpose. There professionalism, knowledge and experience and enables the
the Company. We value, practice and implement ethical
was no change in the amount of sitting fees for every Board or Committee meeting attended by each Director. No sitting fees was paid Board to discharge its responsibilities and provide effective
and transparent business practices aimed at building trust
to Mr. Sumit Malhotra for the meetings attended by him in capacity of Non-Executive Director. leadership to the business. The Independent Directors bring
amongst various stakeholders. We believe that corporate
external perspective and independence to decision making.
2. The median remuneration of employees of the Company during the year was K 8,31,996/-. governance is a key element in improving efficiency and
3. The increase in the median remuneration of employees in the financial year was 5.88%. growth as well as enhancing investor confidence. All the Independent Directors have confirmed to the Board
that they meet the criteria for Independence in terms of
4. There were 470 permanent employees on the rolls of the Company as at March 31, 2023. BCCL’s governance structure is based on the principles
the definition of ‘Independent Director’ stipulated under
5. Average percentile increase already made in the salaries of employees other than the managerial personnel of freedom to the executive management within a given
Regulation 16(1)(b) of the Listing Regulations and Section
in the last financial year and its comparison with the percentile increase in the managerial remuneration and framework to ensure that powers vested in the executive
149 of the Companies Act, 2013. These confirmations have
justification thereof and point out if there are any exceptional circumstances for increase in the managerial management are exercised with due care and responsibility
been evaluated and taken on record by the Board. None of
remuneration: to meet the expectation of all the stakeholders.
the Independent Directors hold office as an Independent
Average percentage increase of the employee of the Company other than managerial personnel is 6.93%. Increase The philosophy and practice of corporate governance can be Director in more than seven listed companies as stipulated
in remuneration of managerial personnel is 6.92%. The increase in remuneration of employees other than the summarised as: under Listing Regulations. Further, Executive Director of the
managerial personnel is in line with the increase in remuneration of managerial personnel. Company is not serving as an Independent Director in any
y Responsible and ethical decision making; listed company. In the opinion of the Board, the Independent
6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Directors fulfil the conditions specified in the Listing
y Transparency in all business dealings and transactions;
Personnel and other employees. Regulations and are independent of the management.
y Timely and accurate disclosures of information;
B. Particulars of Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule y Integrity of reporting; All the Directors have made necessary disclosures regarding
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 their directorships as required under Section 184 of the
y The protection of the rights and interests of all
1. In terms of proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, Companies Act, 2013 and the Committee positions held by
stakeholders.
2014 the aforesaid particulars shall be made available to any shareholder on a specific request made by him in them in other companies as stipulated under Regulation 26 of
y Effective internal control to manage elements of Listing Regulations. None of the Directors of the Company hold
writing before the date of such Annual General Meeting wherein financial statements for the financial year 2022-23
uncertainty and potential risks inherent in every business Directorships in more than 20 companies, including 10 public
are proposed to be adopted by shareholders and such particulars shall be made available by the Company within
decision; companies. Further, none of the Directors hold directorship in
three days from the date of receipt of such request from shareholders.
y The Board, Employees and all concerned are fully more than 7 listed entities as provided in Regulation 17(A)(1)
2. Details of Employees employed throughout the financial year who were in receipt of the remuneration for that year committed to maximising long-term value of the of the Listing Regulations. In accordance with Regulation 26
which, in aggregate, was not less than H 1.02 crore are: 8. stakeholders and the Company; of the Listing Regulations, none of the Directors are Members
3. Employees employed for a part of the financial year and who were in receipt of the remuneration during for that y The Company positions itself from time to time to be at in more than 10 committees excluding private limited
financial year at a rate not less than H 8,50,000 per month: 4. par with any other Company of world-class in operating companies, foreign companies and companies under Section
practices. 8 of the Companies Act, 2013 or act as Chairperson of more
C. Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that than 5 committees [the committees being Audit Committee
year which, in the aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that and Stakeholders Relationship Committee] across all listed
drawn by the managing director or whole-time director or manager and holds by himself or along with his entities in which he/she is a Director. All the Directors of the
spouse and dependent children, not less than two percent of the equity shares of the Company: NONE. Company except Independent Directors are liable to retire
by rotation.
For and on behalf of the Board of Directors
Kushagra Nayan Bajaj

Date: May 3, 2023 Chairman
Place: Mumbai (DIN: 00017575)
Corporate Governance Report -
Reports
Statutory
Profile of Directors Mr. Gaurav Dalmia, Independent Director Mr. Aditya Vikram Ramesh Somani, Independent Director Ms. Paul joined our Board as Independent Director in March
Mr. Gaurav Dalmia aged 58 years is the Chairman of Dalmia Mr. Aditya Vikram Ramesh Somani, aged 49 years is an 2019. Ms. Paul has been appointed as an independent director
A brief profile of each of the Directors as on March 31, 2023
Group Holdings, a holding company for business and financial Independent Director of the Company. Mr. Somani is an by the shareholders of the Company for the first term of five
is as below:
assets. It invests in private equity, real estate, public markets, entrepreneur and over the last 28 years, he has successfully years with effect from March 18, 2019.
Mr. Kushagra Nayan Bajaj, Non-Executive Chairman structured debt and fixed income. built various companies with business interests in During the year, none of the Independent Directors of the
manufacturing of building products, real estate, construction, Company had resigned before the expiry of their respective
Kushagra Nayan Bajaj is the Promoter and Non-Executive He is an early investor in and a Board member of True
distribution, information management and textiles and tenure(s).
Chairman of the Bajaj Group. At 46, Kushagra is among North, a leading Indian private equity fund, which manages
is an independent board member or advisor in various
India’s youngest and brightest business leaders driving a approximately $3.5billion. He is also the founder and
organisations. He is fascinated by Lean Manufacturing, Fast Core Skills/ Expertise/ Competencies of Board
diverse set of companies with sizeable interests in Sugar, Chairman of Landmark Holdings, a real estate investment
Construction, Full-kit Project Planning and Singularity,
Energy and FMCG sectors. Under his stewardship, the Group firm. He co-founded GTI, a long-term investment vehicle for The Nomination, Remuneration & Corporate Governance
concepts that he has successfully distilled in his organisations
businesses have registered enhanced profitability, expanded India focused investments. Committee has laid down the following core skills/expertise/
and investee companies.
their footprints, and secured leadership positions in their competencies for Board Membership:
He is a member of the Governing Board of The Institute for
respective markets. With a B.Sc. in Economics, Political He holds a master’s degree in commerce from Sydenham
New Economic Thinking in New York. He is Chairman of the
Philosophy, and Finance from Carnegie Mellon and M.Sc. College, Mumbai, Post Graduate Diploma in Business (i) Directors
Indian Advisory Board of 'Room to Read', a global education
in Marketing from the Northwestern University (Chicago), Management from S P Jain Institute of Management and y Must have relevant experience in Finance/Law/
charity. He is a Board member of the Centre for Social
Kushagra’s academic qualifications are matched only by his Research, Mumbai and MBA from University of Pittsburgh, Management/ Sales/ Marketing/ Administration/
and Economic Progress. He is an op-ed contributor to The
expansive business pursuits and clear-eyed vision for the USA. A Fellow of the Aspen Institute, Mr. Somani is associated Research/ Corporate Governance/ Technical
Economic Times, The Times of India and The Financial Times.
Group. As of today, the revenues of the Bajaj Group stand at with various institutions working towards better education Operations or the other disciplines related to
USD 2 billion with an assets base of USD 5.3 billion. A scion of Mr. Dalmia was selected as a Global Leader for Tomorrow and skill building amongst weaker sections of society. He company’s business.
the storied Bajaj Family, Kushagra is walking in the footsteps by the World Economic Forum in 2000. Gaurav Dalmia holds is deeply involved with organisations in the area of culture,
y Should possess the highest personal and professional
of his predecessors, chiefly his great-grandfather Shri an MBA with Beta Gamma Sigma honors from Columbia philanthropy, urban conservation and governance.
ethics, integrity and values.
Jamnalal Bajaj, the venerated businessman philanthropist Business School.
Mr. Somani joined our Board as Independent Director in y Must be willing to devote sufficient time and energy in
and freedom fighter. Shouldering the weight of the century old
Mr. Dalmia joined our Board as Independent Director in February 2010. Mr. Somani has been re-appointed as an carrying out their duties and responsibilities.
legacy built on the ideas of trust, transparency, leadership,
February 2010. Mr. Dalmia has been re-appointed as an independent director after seeking necessary approval from
and service to the nation, he is counted among India’s leading y Must have behavioural competencies such as
independent director after seeking necessary approval from the shareholders of the Company for the second term of five
young philanthropists – with a special focus on education – collaborative and ability to work as a team member,
the shareholders of the Company for the second term of five years with effect from April 1, 2019.
and remains a guiding force behind Bajaj Foundation, the seeking and giving feedback to/from individual
years with effect from April 1, 2019.
Group’s CSR arm engaged in social welfare programmes in directors, be challenging but supportive in the board
Ms. Lilian Jessie Paul, Independent Director
the farthest corners of the country. room.
Mr. Dilip Cherian, Independent Director Ms. Lilian Jessie Paul aged 53 years is an Independent
y Willingness and ability to devote adequate time and
Mr. Jaideep Nandi, Managing Director Mr. Dilip Cherian, aged 67 years, is an Independent Director Director. She holds an MBA from IIM Calcutta and a bachelor’s
energy to fulfil board and committee responsibilities,
of the Company. He holds bachelor’s and master’s degree degree in computer science and engineering from National
Mr. Jaideep Nandi, aged 57 years, is the Managing Director strategic thinking, integrity with high ethical
in economics and is a Gurukul Chevening Fellow from Institute of Technology, Trichy.
of the Company. He holds a bachelor’s degree in mechanical standards, trust, accountability and avoid situations
the London School of Economics. Mr. Cherian is Founder
engineering from Jadavpur University, Kolkata and has Ms. Paul is the founder of Paul Writer (www.paulwriter.com),a leading to conflict of interest.
& Consulting Partner of Perfect Relations, South Asia’s
completed his post-graduation in Management, with marketing advisory firm that works with clients to design y Any person to be appointed as Director shall not
leading image management consultancy. He advises CEOs
specialisation in Marketing and Finance, from IIM, Bangalore. targeted outreach campaigns that result in business impact. possess the disqualifications contained in the
on External Communications, Internal Communications and
Mr. Nandi was appointed as Managing Director effective July Companies Act, 2013, as amended from time to time.
Public Affairs. Ms. Paul has 28 years of experience as a marketer. She was
1, 2020. He has more than 33 years of experience in the
Global Brand Manager of Infosys, headed marketing for iGATE
Consumer sector. He is responsible for the overall operations Mr. Cherian has been the National Chair of the International (ii) Independent Director
(now a part of CapGemini) and was Chief Marketing Officer of
of the Company and its subsidiaries. Public Relations Association, the Governing Board of
Wipro Technologies. She commenced her career with Ogilvy An Independent Director shall comply and meet with
Advertising Standard Council of India and had served on
& Mather Advertising. all the criteria laid down in Listing Regulations and
Mr. Sumit Malhotra, Non-Executive, Non‑Independent the Board of Advisors at Mudra Institute of Communication,
the Companies Act, 2013 and Rules made thereunder.
Director Ahmedabad, the Governing Council of the National Institute Ms. Paul is frequently cited as a marketing expert in
Further, the Independent Director shall adhere to the
Mr. Sumit Malhotra aged 61 years, He holds a bachelor’s of Design, Museum of Arts & Photography, Bangalore. publications and is the author of two books on marketing –
Code of Ethics (Code of Conduct) adopted by the Company.
degree in pharmacy with Honors from Indian Institute of Mr. Cherian was member of the Apex Committee of Marketing Without Money published by Bloomsbury in 2021
Technology, Banaras Hindu University, Varanasi and a Shareholder Grievance of the Ministry of Corporate Affairs and No Money Marketing, published by Tata McGraw-Hill
Post Graduate Diploma in Business Management from IIM, & the Economics Advisory Council at the Ministry of in 2009. She publishes India’s longest running newsletter
Ahmedabad. Mr. Malhotra was the Managing Director of the Civil Aviation. on marketing.
Company till June 30, 2020. He was re-designated as Director Mr. Cherian serves on the Board of several companies and
and Advisor with effect from July 1, 2020. Mr. Malhotra has social organisations. Mr. Cherian joined our Board as an
more than 33 years of experience in the FMCG sector. Independent Director in February 2010.
He has been re-appointed as an independent director after
seeking necessary approval from the shareholders of the
Company for the second term of five years with effect from
April 1, 2019.

Reports
Statutory
he core skills/ expertise/ competencies as identified by the Board of Directors as required in the context of the Company’s
T required for storage and transmission of Board/ Committee XII. Show cause, demand, prosecution notices and penalty
business(es) and sector(s) for it to function effectively and those available with the Board are given below. The matrix below Agenda and Minutes in electronic form. notices, which are materially important;
highlights the skills and expertise which are currently available with the Board of the Company.
The draft Minutes of the proceedings of the Meetings of the XIII. Details of foreign exchange exposure and steps taken by
Mr. Mr. Aditya Board/Committee(s) are circulated to all the Members of the management to limit the risk of adverse rate movement;
Mr. Mr. Ms. Lilian
Key Skill Skills/ Expertise/ Kushagra Mr. Sumit Vikram Mr. Dilip
Area Competencies Nayan
Jaideep
Malhotra
Gaurav
Ramesh Cherian
Jessie Board or the Committee for their perusal within the stipulated
Nandi Dalmia Paul XIV. S ale of investments, subsidiaries, assets which are
Bajaj Somani time prescribed by Secretarial Standard on Meeting of the
material in nature and not in the normal course
Business & Consumer Insight & Marketing Y Y Y Y Y Y Y Board of Directors. Comments, if any, received from the
of business;
Strategy Technical & R&D Y Y Y Y - Y Y Directors are incorporated in the Minutes in consultation with
the Chairman. The Minutes are approved by the Members of XV. Details of any joint venture or collaboration agreement;
Economic Issues/ Macro Economic Trends/ Y Y Y Y Y Y Y
the Board/Committee(s) prior to the next Meeting. The signed
Interpretation of National Policies XVI. Transactions that involves substantial payment towards
Minutes are circulated to all the Members of the Board or
E-Commerce, Digital, new technologies & Y Y Y Y Y Y Y goodwill, brand equity or intellectual property;
the Committee within the stipulated time prescribed by the
M&A Secretarial Standard on Meeting of the Board of Directors. XVII. Details of acquisition plans;
Operations Sales & Customer Management Y Y Y Y Y Y Y
XVIII.
Information Te c h n o l o g y strategies and
Operation Management & Risk Mitigation Y Y Y Y Y Y Y Information provided to the Board
related investments;
Finance, Treasury & Audit Y Y Y Y Y Y Y The Board of Directors of the Company has complete access
Environment Sustainability (water, sanitation, Y Y Y Y Y Y Y to any information within the Company. At the Meetings, XIX. Legal compliances reporting system;
community development, CSR) the Board is provided with all the relevant information on XX. Insider trading related disclosure procedures and such
Scientific & Regulatory Affairs Y Y Y Y - Y Y important matters affecting the working of the Company as other matters;
Media, Local Interactions & Environment Y Y Y Y Y Y Y well as all other relevant details that require deliberation
by the Members of the Board. The Company, in compliance XXI. Significant transactions entered by the Company and
Assessment
with Regulation 17(7) and Schedule II, Part A of the Listing its Subsidiaries;
Climate Change Y Y Y Y Y Y Y
Regulations, places before the Board all the required XXII. Material default, if any, in the financial obligations to and
Other Enables Innovation Management Y Y Y Y Y Y Y information from time to time. by the Company or substantial non-payment for goods
Human Resource & Talent Y Y Y Y Y Y Y
Comprehensive information regularly provided to the Board, sold, if any;
Communication Y Y Y Y Y Y Y
inter alia, include: XXIII. Non-compliance of any regulatory, statutory or listing
General Management and Board Y Y Y Y Y Y Y
governance I. Production, sales and financial performance statistics; requirements and investor service, if any;
II. Expansion plans, financial plans, annual operating XXIV. A ny issue, which involves possible public or product
Performance evaluation criteria of Independent Directors Directors in advance. All major agenda items are backed liability claims of substantial nature, including any
plans, capital expenditure budgets and updates;
Independent Directors are evaluated based on parameters by comprehensive background information to enable the judgement or order, if any, which may have strictures
such as qualification, experience, knowledge and competency, Board to take informed decisions. Where it is not practicable III. Plant-wise operational review; on the conduct of the Company.
ability to function as a team, initiative, commitment, to circulate any document in advance or if the agenda is of
IV. Quarterly financial results of the Company;
independence, independent views and judgement, attendance a confidential nature, the same is tabled at the meeting. Post-meeting follow-up
and participation in the discussion at the Meetings, adherence In special and exceptional circumstances, consideration V. Utilisation of IPO proceeds;
The important decisions taken at the Board/Committee
to the Code for Independent Directors of the Company, of additional or supplementary items is taken up with the
VI. Minutes of Meetings of Board and Committees as well Meetings are communicated to the departments/ subsidiary
understanding the environment in which the Company approval of the Chair and majority of the Directors. Senior
as the abstracts of the Circular Resolutions passed and companies concerned promptly.
operates and contribution to strategic decision and raising Management Personnel are invited to the Board/Committee
also Board Minutes of Subsidiary Companies;
valid concerns at the Board, interpersonal relations with other Meeting(s) to provide additional inputs for the items being
Attendance at Board Meetings, Last Annual General Meeting,
directors and management, objective evaluation of Board’s discussed by the Board/Committees thereof as and when VII.
D isclosures under Companies Act, 2013 and
relationship between Directors inter se, No. of Directorships
performance, safeguarding of confidential information and necessary. Further, presentations are made on business Listing Regulations;
and Committee Memberships/ Chairpersonships and
maintaining integrity. operations to the Board by the Functional Heads of the
VIII. Materially important legal proceedings by or against Listed entities where the person is a Director & Category
Company. Additionally, presentations are also made on
the Company; of Directorship
Board Procedure various matters which the Board wants to be apprised of. In
addition to above, the Company, in compliance with Regulation IX. Share transfer and dematerialisation/rematerialisation The Board met five times during the Financial Year 2022-
The Board meets at regular intervals to discuss and decide 23, namely May 6, 2022, August 1, 2022. November 9, 2022,
17(7) and Schedule II, Part A of the Listing Regulations, places and other share related compliance;
on Company/business policy and strategy apart from other December 9, 2022 and February 9, 2023. The maximum
before the Board all the required information from time
Board business. The Board Meetings (including Committee X. Significant developments relating to labour relations time gap between any two Board Meetings was not more
to time.
Meetings) of the Company are scheduled in advance to and human resource relations; than 120 days as required under Regulation 17 of the Listing
facilitate the Directors to plan their schedule and to ensure The Company Secretary is responsible for convening of the Regulations, Section 173 of the Companies Act, 2013 and
XI. Fatal/serious accidents or mishaps and any material
meaningful participation in the meetings. However, in case of Board and Committee Meetings and preparation of respective Secretarial Standard on Meetings of the Board of Directors.
effluent or pollution problems;
a special and urgent business need, the Board’s approval is Agenda. The Company Secretary attends all the Meetings of
taken by passing resolution(s) by circulation, as permitted by the Board and its Committees, advises/assures the Board
law, which is noted in the subsequent Board Meeting. on Compliance and Governance principles and ensures
appropriate recording of minutes of the meetings.
Functional heads and member of the Management Committee
of the Company communicate with the Company Secretary With a view to leverage technology and to reduce paper
in advance with regard to matters requiring the approval consumption, the Company has adopted a web-based
of the Board to enable inclusion of the same in the agenda application for transmitting Board/Committee Agenda and
for the Board Meetings. The detailed agenda as approved Minutes. The Directors of the Company receive the agenda
by the Chairman as well as Managing Director together in electronic form through this application. The application
with the relevant attachments are circulated amongst the meets high standards of security and integrity that are

Reports
Statutory
The details along with the number of Companies and Committees where he/she is a Director/ Member/ Chairperson and the The Board and its Committees, Individual Directors and and accountability and recognise that employees and
relationship between the Directors inter se as on March 31, 2023, are given below: Independent Directors were evaluated based on the above external stakeholders have an important role to play in
Board Meeting Attendance No. of No. of criteria. In addition, the Chairman was also evaluated on key achieving the organisational goals. It is the policy of the
Relationship Attendance at the last Director- Committee Listed entities where the aspects of his role, including setting the strategic agenda Company to encourage employees, suppliers, vendors,
Name of the Director Category with other AGM held ship(s) in other position(s) held person is a director & of the Board, encouraging active engagement by all Board contract manufacturer and other external stakeholders
Director Held Attended on August companies in other public category of directorship
1, 2022 (a) companies (b) Members. The performance evaluation of the Independent when they have reasons to suspect violations of laws, rules,
Directors was carried out by the entire Board, excluding the regulations, unethical conduct, questionable accounting/
Mr. Kushagra Nayan Non-Executive, None 5 5 Yes 3 2 Bajaj Hindusthan
Director being evaluated. The performance evaluation of the audit practices, reporting of fraudulent financial information
Bajaj (Chairman) Non-Independent Sugar Limited –
Chairman and the Non-Independent Directors was carried to shareholders, the Government or the financial markets
(DIN: 00017575) Chairman
out by the Independent Directors who also reviewed the and/or other misconducts, to report those concerns to the
Mr. Jaideep Nandi Executive None 5 5 Yes 0 0 Nil performance of the Board as a whole. Company’s management.
(Managing Director)
(DIN: 06938480) The Nomination, Remuneration & Corporate Governance The ‘Whistle-Blower’ Policy adopted by the Company
Mr. Sumit Malhotra Non-Executive None 5 5 Yes 0 0 Nil Committee also reviewed the performance of the Board. provides a ready mechanism for reporting violations of laws,
(DIN: 02183825 rules, regulations or unethical conduct. The confidentiality
The Directors were satisfied with the evaluation results,
of the ‘whistle-blower’ is maintained and the person raising
Mr. Aditya Vikram Independent None 5 5 Yes 2 0 Nil which reflected the overall functioning of the Board and
reporting concern in good faith, is not subjected to any
Ramesh Somani its Committees. The details of the policy on evaluation of
victimisation and/or harassment. The present Whistle‑Blower
(DIN: 00046286) Board’s performance is available on the Company’s website
Policy is in conformity with the provisions of Section 177 of
Mr. Dilip Cherian Independent None 5 5 Yes 1 0 Nil at https://www.bajajconsumercare.com/policies.php.
the Companies Act, 2013 and Regulation 22 of the Listing
(DIN: 00322763)
Regulations. Every employee of the Company has been
Mr. Gaurav Dalmia Independent None 5 4 No 5 1 Landmark Property Succession Planning
provided access to the Audit Committee Chairman through
(DIN: 00009639 Development The Company has a mechanism in place for ensuring e-mail/correspondence address, should they desire to avail
Company Limited orderly succession for appointments to the Board and of the Vigil Mechanism. Details of the Policy are available on
– Chairman & senior management. the Company’s website at https://www.bajajconsumercare.
Managing Director com/policies.php.
Ms. Lilian Jessie Paul Independent None 5 5 Yes 5 3 Paul Writer Strategic Risk Management
(DIN: 02864506) Services Private The Company recognises that its activities are routinely Board Committees
Limited – Managing exposed to the risks that a Fast-Moving Consumer Goods Establishing Committees is one way of managing the work
Director (FMCG) Company faces today. The Company is also aware of the Board, thereby strengthening the Board’s governance
(a) The Directorships held by Directors as mentioned above, includes private companies and companies incorporated under Section 8 of the that some risks it faces are somewhat different to those that role. These Committees play a crucial role in the governance
Companies Act, 2013. generally exist in the FMCG business. The Board has adopted structure of the Company and have been constituted to deal
(b) Memberships include Chairpersonship. Only Memberships of Audit Committee and Stakeholders Relationship Committee are considered. a Risk Management Policy primarily aimed at mitigating the with specific areas/activities. The Board has constituted a
effects of the risks faced through identification and mitigating set of Committees with specific terms of reference/scope,
(c) None of the Directors are related inter se.
the effects that the risks pose to the Company. The Board has to focus effectively on the issues and ensure expedient
constituted a Risk Management Committee to oversee risk resolution of diverse matters. These Committees are set up
Separate Meeting of Independent Directors Evaluation of Board’s Performance
environment and suggest mitigations plans. The details of under the formal approval of the Board to carry out clearly
As stipulated by Section 149(8) read with Schedule IV of Pursuant to the provisions of the Companies Act, 2013 and the Risk Management Policy are available on the Company’s defined roles which are considered to be performed by
the Companies Act, 2013 and Regulation 25 of the Listing Listing Regulations, the Board has carried out an annual website at https://www.bajajconsumercare.com/policies. Members of the Board. The Board supervises the execution
Regulations, a meeting of the Independent Directors of the evaluation of its own performance, performance of the php. of its responsibilities by the Committees and is responsible
Company was held during the year, without the attendance Directors as well as the working of its Committees.
for their action. The Chairman of the respective Committee
of Non-Independent Directors and Members of the Responsibilities of Managing Director
The Nomination, Remuneration & Corporate Governance informs the Board about the summary of the discussions held
management, to review the performance of the Chairman,
Committee have defined the evaluation criteria for the Board, Mr. Jaideep Nandi, Managing Director, is at the helm of in the Committee Meetings. The minutes of the Meetings of
Non-Independent Directors, various Committees of the
its Committees and Directors. affairs. The Managing Director is responsible for leading and all Committees are placed before the Board for discussions/
Board and the Board as a whole. The Independent Directors
directing the Company’s overall operations. noting. The Board Committees can request special invitees
also reviews the quality, content and timeliness of the flow i. Attendance at the Board/Committee Meetings.
to join the meeting, as appropriate. As of March 31, 2023, the
of information from the Management to the Board and its ii. Active participation in the Meetings. Code of Ethics (Code of Conduct) Board had following six Committees:
Committees which is necessary to perform reasonably and
iii. Understanding the critical issues affecting the Company. The Company has adopted a Code of Ethics (Code of Conduct)
discharge their duties. (a) Audit Committee
iv. Prompting discussion on strategic issues. for the Directors and Senior Management of the Company. The
same has been posted on the Company’s website at https:// (b) Nomination, Remuneration & Corporate
Familiarisation Programme for Independent Directors v. Bringing relevant experience to the Board and using
www.bajajconsumercare.com/policies.php. The Members Governance Committee
As stipulated by Section 149 read with Schedule IV, Part III it effectively.
of the Board and Senior Management of the Company have (c) Stakeholders Relationship Committee
of the Companies Act, 2013 and Regulation 25 of the Listing vi. Understanding and evaluating the risk environment of
submitted their affirmation on compliance with the Code for
Regulations, the Company familiarises its Independent the organisation. (d) Corporate Social Responsibility Committee
the effective period. The declaration by the Managing Director
Directors on their roles, rights, responsibilities, nature of vii. Conducting himself/herself in a manner that is ethical to that effect forms part of this Report. (e) Management Committee
the industry in which the Company operates, business model and consistent with the laws of the land.
of the Company, etc. The familiarisation programme for (f) Risk Management Committee
viii. Maintaining confidentiality wherever required. Whistle-Blower Policy (Vigil Mechanism)
Independent Directors is disclosed on the Company’s website
at https://bajajconsumercare.com/investors-familiarization- ix. Communicating in an open and constructive manner. The Board of Directors of the Company are committed to (g) Buyback Committee
programme.php. x. Seeking satisfaction and accomplishment through maintaining the highest standards of honesty, openness
serving on the Board.

Reports
Statutory
Committee Members Company Manual. The same are constantly reviewed and x. Valuation of undertakings or assets of the Company,
Audit Committee Mr. Gaurav Dalmia, Chairman* (Independent, Non-Executive) appropriate changes are made from time to time for greater wherever it is necessary;
Mr. Aditya Vikram Ramesh Somani (Independent, Non-Executive) effectiveness of the Committee. The terms of reference of the
xi.
Evaluation of internal financial controls and risk
Mr. Dilip Cherian (Independent, Non-Executive) Committee are as follows:
management systems;
Ms. Lilian Jessie Paul, (Independent, Non-Executive) i. Oversight of Company’s financial reporting process and
Nomination, Remuneration and Mr. Gaurav Dalmia, Chairman* (Independent, Non-Executive) xii. Reviewing with the management, independence and
the disclosure of its financial information to ensure that
Corporate Governance Committee Mr. Aditya Vikram Ramesh Somani (Independent, Non-Executive) performance of Statutory Auditors, Internal Auditors
the financial statement is correct, sufficient and credible;
Mr. Dilip Cherian (Independent, Non-Executive) and Secretarial Auditor, effectiveness of Audit process
ii. Recommend to the Board, appointment, re-appointment, and adequacy of the internal control systems;
Stakeholders Relationship Committee Mr. Dilip Cherian, Chairman* (Independent, Non-Executive)
removal of the Statutory Auditors, Internal Auditors and
Mr. Jaideep Nandi (Non-Independent, Executive) xiii. Reviewing the adequacy of Internal Audit function
Secretarial Auditors of the Company, fixation of Audit
Mr. Kushagra Nayan Bajaj (Non-Independent, Non-Executive) including the structure of the internal audit department,
fees and other terms of appointment;
Mr. Sumit Malhotra (Non-Independent, Non- Executive) staffing and seniority of the official heading the
CSR Committee Mr. Gaurav Dalmia, Chairman* (Independent, Non-Executive) iii. Approval of payment to statutory auditors for any other department, reporting structure coverage and frequency
Mr. Dilip Cherian (Independent, Non-Executive) services rendered by the Statutory Auditors; of internal audit;
Mr. Jaideep Nandi (Non-Independent, Executive) iv. Review with the Statutory Auditors, Internal Auditors and xiv. Ensure that there are no unjustified restrictions or
Mr. Sumit Malhotra (Non-Independent, Non-Executive) Secretarial Auditors of the Company any audit problems limitations on the tasks of the Internal Auditors and
Management Committee Mr. Kushagra Nayan Bajaj, Chairman* (Non-Independent, Non- Executive) or difficulties and management’s response; review and concur in the appointment, replacement, or
Mr. Jaideep Nandi (Non-Independent, Executive) dismissal of the Internal Auditor;
Mr. Aditya Vikram Ramesh Somani (Independent, Non-Executive) v. Discuss with Statutory Auditors critical accounting
Mr. Gaurav Dalmia (Independent, Non-Executive) practices and policies and to mediate on any xv. Review the internal audit reports prepared and submitted
disagreement on accounting treatment or process by the Internal Auditor to the Management;
Risk Management Committee Mr. Aditya Vikram Ramesh Somani, Chairman* (Independent, Non- Executive)
regarding financial reporting between the Statutory
Mr. Jaideep Nandi (Non-Independent, Executive) xvi. Discussion with Internal Auditors of any significant
Auditors and the management;
Ms. Lilian Jessie Paul, (Independent, Non-Executive) findings and follow up thereon;
Mr. Rajesh Menon, Head – Supply Chain, Operations and IT vi. Reviewing with the management, the quarterly/annual
xvii. Reviewing the findings of any internal investigations
Buyback Committee Mr. Kushagra Nayan Bajaj, Chairman* (Non-Independent, Non- Executive) financial statements and Statutory Auditor’s report
by the Internal Auditors into matters where there is
Mr. Jaideep Nandi (Non-Independent, Executive) thereon before submission to the board for approval,
suspected fraud or irregularity or a failure of internal
Mr. Aditya Vikram Ramesh Somani (Independent, Non-Executive) with particular reference to:
control systems of a material nature and reporting the
*Chairman of the respective Committee (a) responsibility statement to be included in the matter to the board;
board’s report in terms of clause (c) of sub-section
xviii. Discussion with Statutory Auditors before the Audit
The Chairman of the Board, in consultation with the Company Audit Committee of the Company was not more than 120 days (3) of Section 134 of the Companies Act, 2013;
commences about the nature and scope of audit as
Secretary, determines the frequency and duration of the as specified under Regulation 18 of the Listing Regulations.
(b) changes, if any, in accounting policies and practices well as post-audit discussion to ascertain any area
Committee meetings. Recommendations of the Committees The attendance of each Committee Member is as follows:
and reasons for the same; of concern;
are submitted to the Board for approval. In the case of all the Number of meetings
above Committees of the Company, two Members constitute during the Financial (c) major accounting entries involving estimates based xix. To look into the reasons for substantial defaults in
Name of the Director Year 2022-23
the quorum for the purposes of meetings subject to the on the exercise of judgement by management; the payment to the depositors, debenture holders,
specific provisions laid down in the Listing Regulations and Held Attended shareholders (in case of non-payment of declared
(d) significant adjustments made in the financial
Companies Act, 2013. Mr. Gaurav Dalmia 4 3 dividends) and creditors;
statements arising out of audit findings;
Mr. Aditya Vikram Ramesh Somani 4 4
xx.
To rev iew the func tioning of the w histle-
Audit Committee Mr. Dilip Cherian 4 4 (e) compliance with listing and other legal requirements
blower mechanism;
Composition Ms. Lilian Jessie Paul 4 4 relating to financial statements;
xxi. Review the utilisation of loans and/or advances from/
The Audit Committee as on March 31, 2023 consists of (f) disclosure of any related party transactions;
Mr. Kushagra Nayan Bajaj, Non-Executive Chairman, investment by the holding company in the subsidiary
Mr. Gaurav Dalmia (Chairman of the Committee), Mr. Aditya
Mr. Jaideep Nandi, Managing Director, Mr. D. K. Maloo, Chief (g) disclosure of contingent liability; exceeding rupees 100 crore or 10% of the asset size of
Vikram Ramesh Somani, Mr. Dilip Cherian and Ms. Lilian
Financial Officer and Mr. Richard D’Souza, are permanent the subsidiary, whichever is lower including existing
Jessie Paul. All the Members of the Audit Committee are (h) modified opinion(s) in the draft Audit report;
invitees to the Audit Committee Meetings. Mr. Vivek Mishra, loans/advances/ investments.
Independent Directors. As on March 31, 2023, the compositions
Head Legal & Company Secretary regularly attends meetings (i)
C omp any ’s ear ning pr e s s r eleas e and
of the Audit Committee conform to the requirements of xxii. Review the effectiveness of the system for monitoring
in the capacity of Company Secretary and Compliance investor presentations;
Section 177 of the Companies Act, 2013, Regulation 18 of compliance with laws and regulations and the results
Officer of the Company. In addition, Head-Internal Audit,
the Listing Regulations and Section 303A.07 of NYSE Listed vii. Reviewing with the management, the statement of uses/ of management’s investigation and follow-up of any
representatives of Statutory Auditors and other Executives
Company Manual. Further, as required by Section 303A.07 of application of funds raised through an issue (public issue, instances of non-compliance;
as per necessity and statutor y requirement, attend
NYSE Listed Company Manual, the Audit Committee satisfies rights issue, preferential issue, etc.), the statement of
these Meetings. xxiii. Review the findings of any examinations by regulatory
the requirements of Rule 10A-3 of the US Securities Exchange funds utilised for purposes other than those stated in
agencies and any auditor observations;
Act, 1934 (as amended). The Chairman of the Audit Committee was not present at the offer document/ prospectus/ notice and the report
the 16th AGM of the Company held on August 1, 2022 due to submitted by the monitoring agency monitoring the xxiv.
Review the process of communicating Company’s
The Company Secretar y act as the Secretar y to
health reasons. utilisation of proceeds of a public or rights issue and Code of Ethics (Code of Conduct) to employees and the
the Committee.
making appropriate recommendations to the Board to mechanism for its adherence and functioning of the
Terms of Reference take up steps in this matter; Whistle-Blower policy and its mechanism;
Meetings and Attendance
The terms of reference of the Audit Committee are wide viii. Approval or any subsequent modification of transactions xxv. O n annual basis, review the financial statements of
The Audit Committee met four times during the year on May
enough to cover the role specified for Audit Committee under of Company with related parties. Company’s materially significant subsidiaries;
6, 2022, August 1, 2022. November 9, 2022, and February 9,
Section 177 of the Companies Act, 2013, Regulation 18 of the
2023. The maximum gap between any two meetings of the ix. Scrutiny of inter-corporate loans and investments;
Listing Regulations and Section 303A.07 of NYSE Listed

Reports
Statutory
xxvi. Obtain regular updates from management regarding 2013, Regulation 19 of the Listing Regulations. The same is Stakeholders Relationship Committee Details of Shareholders’ Complaints:
compliance matters. constantly reviewed and appropriate changes are made from During the year under review, the Company/its Registrar and
Composition
time to time for greater effectiveness of the Committee. The Transfer Agent received the following complaints from SEBI/
xxvii. To review the following: The Stakeholders Relationship Committee as on March 31,2023
terms of reference of the Committee are as follows: Stock Exchanges and queries from the shareholders, which
(a) management discussion and analysis of financial consists of Mr. Dilip Cherian (Chairman of the Committee),
i. To identify individuals qualified to be Board Members were resolved within the time frame laid down by SEBI:
condition and results of operations; Mr. Kushagra Nayan Bajaj, Mr. Sumit Malhotra & Mr. Jaideep
and in the Senior Management, consistent with criteria Nandi. The composition of the Stakeholders Relationship Complaints pending as on April 1, 2022 Nil
(b)
s t atement of signif ic ant r el ated p ar t y approved by the Board and to periodically examine the Committee is in conformity with the requirements of Section Complaints received during the year 93
transactions(as defined by the audit committee), structure, composition and functioning and performance 178 of the Companies Act, 2013 and Regulation 20 of the Complaints resolved during the year 93
submitted by management; of the Board, its Committees & Senior Management and Listing Regulations.
recommend changes, as necessary; Complaints pending as on March 31, 2023 Nil
(c) management letters/letters of internal control Mr. Vivek Mishra, Company Secretary, has been designated
weaknesses issued by the Statutory Auditors; ii. To recommend new Board Members in light of resignation as the Compliance Officer. Corporate Social Responsibility (CSR) Committee
of current Members or a planned expansion of the Board;
(d) internal audit reports relating to internal control The Company has a designated e-mail id Composition
weaknesses; and iii. To recommend to the Board of Directors to serve on each complianceofficer@bajajconsumer.com for the purpose of The CSR Committee as on March 31, 2023 consists of
of the Board Committee; registering complaints by shareholders/ investors/ security Mr. Gaurav Dalmia (Chairman of the Committee), Mr. Dilip
(e) terms of appointment, removal and remuneration
of the Internal Auditors. iv. To formulate the criteria for evaluation of Independent holders electronically. This e-mail id is displayed on the Cherian, Mr. Sumit Malhotra and Mr. Jaideep Nandi. There
Directors and the Board. Company’s website at www.bajajconsumercare.com. was no change in the composition of the Committee during
(f) statement of deviations: the Financial Year. As on March 31, 2023, the composition of
v.
To formulate the criteria for determining the Meetings and Attendance the CSR Committee is in conformity with the requirements of
y quarterly statement of deviation(s) including
qualifications, positive attributes and independence of Section 135 of the Companies Act, 2013.
report of monitoring agency, if applicable, The Stakeholders Relationship Committee met four times
a Director.
submitted to stock exchange(s) in terms of during the year on May 6, 2022, August 1, 2022. November 9,
Listing Regulations. vi. To recommend to the Board, remuneration policy 2022 and February 9, 2023. The attendance of each Committee Meetings and Attendance
y annual statement of funds utilised for purposes for Directors, Key Managerial Personnel and Member is as follows: The CSR Committee met twice during the year on May 6,
other than those stated in the offer document/ other employees. Number of meetings 2022 and August 1, 2022. The attendance of each Committee
prospectus/ notice in terms of Listing during the Financial Member is as follows:
vii. To develop and recommend to the Board, a set of Name of the Director Year 2022-23
Regulations. Corporate Governance Guidelines; Number of meetings
Held Attended during the Financial
Name of the Director
viii. To oversee the evaluation of the Board, Committees of Mr. Dilip Cherian 4 4 Year 2022-23
Nomination, Remuneration & Corporate Governance
the Board and the management. Mr. Kushagra Bajaj 4 4 Held Attended
Committee
Mr. Jaideep Nandi 4 4 Mr. Gaurav Dalmia 2 1
Composition ix. To assess the Company’s policies and processes in
key areas of Corporate Governance, other than those Mr. Sumit Malhotra 4 4 Mr. Dilip Cherian 2 2
Nomination, Remuneration & Corporate Governance Mr. Jaideep Nandi 2 2
explicitly assigned to other Board Committees, with a
Committee consists of Mr. Gaurav Dalmia (Chairman of the Mr. Sumit Malhotra 2 2
view to ensuring the Company is at the forefront of good Terms of Reference
Committee), Mr. Aditya Vikram Ramesh Somani and Mr. Dilip
corporate governance; The scope and function of the Stakeholders Relationship
Cherian. All the Members of the Committee are Independent
Committee is in accordance with Section 178 of the Companies Terms of Reference
Directors. There was no change in the composition of x.
Review key corporate governance processes not
the Committee during the Financial Year. As on March 31, specifically assigned to other committees, and Act, 2013 and Regulation 20 of the Listing Regulations. The The Committee’s prime responsibility is to assist the Board in
2023, the composition of the Nomination, Remuneration & recommend changes needed to ensure that the Company Committee, inter alia, is primarily responsible for considering discharging its social responsibilities by way of formulating
Corporate Governance Committee is in conformity with the is at best practice; and resolving grievances of security holders of the Company. and monitoring implementation of the framework of CSR
requirements of Section 178 of the Companies Act, 2013, The additional terms of reference of the Committee are policy. The terms of reference of the CSR Committee is in
xi.
Examine the impact of significant regulatory and as follows: conformity with the provisions of Section 135 of the Companies
Regulation 19 of the Listing Regulations.
statutor y changes applicable to the governance Act, 2013 and Rules made thereunder which are as follows:
practices of the Company and to recommend measures i.
r e m a te r i a l i s a t i o n , e tc . and other shares
Meetings and Attendance related formalities.
to implement the same; y To formulate and recommend to the Board, a CSR Policy
The Nomination, Remuneration & Corporate Governance
xii. To regularly examine ways to strengthen the Company’s ii.
Review and oversee the process of resolving of indicating activities to be undertaken by the Company in
Committee met once during the year on May 6, 2022. The
organisational health, by improving the hiring, retention, shareholders/ investors/ security holders grievances. compliance with provisions of the Companies Act, 2013
attendance of each Committee Member is as follows:
motivation, development, deployment and behaviour of and Rules made thereunder.
Number of meetings iii. Oversee compliances in respect of dividend payments
during the Financial management and other employees. In this context, the and matters related thereto. y To recommend the amount of expenditure to be incurred
Name of the Director Year 2022-23 Committee will also review the framework and processes on the CSR activities.
Held Attended for motivating and rewarding performance at all levels of iv. Advise the Board of Directors on matters which can
y To monitor the implementation of the CSR Policy of the
the organisation, will review the resulting compensation facilitate better investor services and relations.
Mr. Gaurav Dalmia 1 1 Company from time to time.
Mr. Aditya Vikram Ramesh Somani 1 1 awards and will make appropriate proposals for Board v. Review movements in shareholding and ownership
approval. In particular, it will recommend all forms of structures of the Company. The Company has also adopted a CSR Policy in compliance
Mr. Dilip Cherian 1 1
compensation to be granted to Directors, Key Managerial with the aforesaid provisions and the same is placed on the
Personnel, Senior Management and other employees of vi. Ensure setting up proper controls and oversee the
Terms of Reference Company’s website at https://www.bajajconsumercare.com/
the Company. performance of the Registrar and Share Transfer Agent.
policies.php.
The terms of reference of the Nomination, Remuneration &
xiii. Recommend to the board, all remuneration, in whatever vii. Carry out any other function as is referred by the
Corporate Governance Committee are wide enough to cover
form, payable to senior management. Board from time to time or enforced by any statutory
the role specified under Section 178 of the Companies Act,
notification/amendment or modification as may
be applicable.

Reports
Statutory
Risk Management Committee Terms of Reference (j) taking all actions for obtaining all necessary certificates, all the Directors present during the respective Board
The terms of reference of the Buyback Committee are consents and reports from statutory auditors and other Meetings held from time to time.
Composition
as follows: third parties (including lenders) as required under
Pursuant to Regulation 21 of the Listing Regulations, the (ii) Criteria of making payment to Non-Executive Directors
applicable law or contractually;
Board of Directors have constituted a Risk Management (a) finalising the terms of the Buyback, including the
Committee which has maximum representation from the aggregate amount to be utilised for the Buyback (k) proposing and accepting any change(s) or modification(s) y Non-Executive Directors may be paid sitting fees for
board and also from the senior management of the Company. (subject to the Maximum Buyback Size), the price in the Buyback mechanism and the documents connected attending the Meetings of the Board and of Committees
(subject to the Maximum Buyback Price) and the with the Buyback including declaring a reduction of of which they may be Members and commission
The Risk Management Committee as on March 31, 2023 the Buyback offer period, as may be deemed fit and within regulatory limits, as recommended by the
number of Equity Shares to be bought back within the
consists of Mr. Aditya Vikram Ramesh Somani (Chairman of necessary in compliance with applicable law; Nomination, Remuneration & Corporate Governance
statutory limits, schedule of activities, opening and
the Committee), Ms. Lilian Jessie Paul, Mr. Jaideep Nandi Committee and approved by the Board.
closing date of the Buyback, time frame for completion (l) taking all actions for extinguishment of Equity Shares
and Mr. Rajesh Menon. The composition of the Committee
of the Buyback, and making any amendment(s) and bought back by the Company pursuant to the Buyback; y Overall remuneration should be reasonable
was changed during the Financial Year. As on March 31,
modification(s) to such terms as may be prescribed by and sufficient to attract, retain and motivate
2023, the composition of the Risk Management Committee (m) settling and resolving any queries or difficulties raised
the Appropriate Authorities; Non-Executive Directors aligned to the requirements
is in conformity with the requirements Regulation 21 of the by SEBI, stock exchanges, ROC and any other authorities of the Company; taking into consideration the
Listing Regulations. (b) opening, operating and closing of all necessary accounts whatsoever in connection to any matter incidental to and challenges faced by the Company and its future
including bank accounts, depository account, escrow ancillary to the Buyback; growth imperatives. The remuneration paid should
Meetings and Attendance account, fixed deposit account as per applicable law
(n) any other action as may be necessary which are be reflective of the size of the Company, complexity of
The Risk Management Committee met twice during the year for the purpose of payment and authorising persons to
incidental and connected with the completion of the the sector/ industry/Company’s operations.
on August 1, 2022 and November 9, 2022. The attendance of operate the said accounts;
Buyback; and y The remuneration payable shall be inclusive of any
each Committee Member is as follows: (c) entering into escrow arrangements as may be required remuneration payable for services rendered in
Number of meetings in terms of the Buyback Regulations; (o) delegation of all or any of the authorities conferred
any other capacity, unless the services rendered
during the Financial above to any executive, officer and/or representative of
Name of the Director Year 2022-23 (d) arranging for bank guarantees and/ or transfer of cash are of a professional nature and the Nomination,
the Company, in order to give effect to the Buyback.
Held Attended in the escrow account as may be necessary for the Remuneration & Corporate Governance Committee
Buyback in accordance with applicable law; is of the opinion that the Director possesses requisite
Mr. Aditya Vikram Ramesh Somani 2 2 Nomination, Remuneration & Corporate Governance
qualification for the practice of the profession.
Ms. Lilian Jessie Paul 2 2 (e) preparing, executing, approving and filing of various Policy
Mr. Jaideep Nandi 2 2 documents as may be necessar y or desirable The Nomination, Remuneration & Corporate Governance (iii) Remuneration of Non-Executive Directors Non-Executive
Mr. Rajesh Menon 2 1 in connection with or incidental to the Buyback Committee is fully empowered to determine/approve and Directors (except Mr. Sumit Malhotra) are being paid a
including public announcement, certificates regarding revise, subject to necessary approvals, the remuneration sitting fee of H 20,000 for attending each Board Meeting
Terms of reference extinguishment of Equity Shares and post-completion of managerial personnel including Managing Director after and H 15,000 for attending each Committee Meeting. The
advertisement which are required to be filed in taking into account the financial position of the Company, Company has not paid any commission to Non-Executive
The terms of reference of the Risk Management Committee
connection with the Buyback on behalf of the Board; trends in the industry, qualifications, experience, past Directors for the year under review. During the year
are as under:-
performance and past remuneration, etc. The Non-Executive 2022-23, Mr. Sumit Malhotra, Director & Advisor was
(f) signing, executing and delivering such other documents,
(a) Provide framework for identification of risks of the Directors are paid sitting fees for every meeting of the Board paid monthly fees of H 12.50 lakh plus Goods & Service
deeds and writings and to do all such acts, matters
Company including cyber risks. and its Committees attended by them. Tax which is within the limit prescribed under Section
and things as it may, in its absolute discretion deem
(b) Risk assessment and mitigation measures. necessary, expedient or proper, to be in the best interest of As required by Section 178(3) of the Companies Act, 2013, 197(3) of The Companies Act, 2013 read with Schedule V
the shareholders for the implementation of the Buyback, Regulation 19 of the Listing Regulations, the Company as amended.
(c)
Framing, implementing, and monitoring the risk
and to initiate all necessary actions for preparation and has adopted Nomination, Remuneration & Corporate (iv) Remuneration of Executive Directors
management plan for the Company.
issue of various documents and such other undertakings, Governance Policy defining in detail the objective, roles and
(d) To put in place appropriate structures to effectively agreements, papers, documents and correspondence as responsibilities of the Committee. The policy is available on The Managing Director, Mr. Jaideep Nandi, was paid
address the inherent risks in business. may be necessary for the implementation of the Buyback the Company’s Website at https://www.bajajconsumercare. remuneration as per his terms of appointment approved
to the SEBI, ROC, stock exchanges, depositories and/or com/policies.php. by the shareholders of the Company. The appointment of
(e) Oversee the implementation of Risk Management Managing Director may be terminated by the Company
other Appropriate Authorities;
Systems and Framework. or the Managing Director, by giving 3 months’ notice to
Remuneration of Directors
(g) appointment of legal advisor, depository participants and the other side or Salary in lieu thereof.
(f) Carrying out any other function as may be decided by (i) Pecuniary relationship and transactions of Independent
other intermediaries, agencies, advisors, independent
the Board or prescribed under the Companies Act, Directors with the Company except for sitting fees paid Upon retirement, Mr. Jaideep Nandi will be entitled
chartered accountant, practicing company secretary,
Listing Regulations, including any amendment(s) thereto to Independent Directors for attending the respective to retiral benefits as per the rules of the Company.
advertising agencies, consultants or representatives
as may be made from time to time, or by any other meetings of Board/Committees, the Company has No pension will be paid by the Company to any of
and to decide and settle the remuneration for all such
regulatory authority. not entered into any pecuniary relationship with any the Directors.
intermediaries/ agencies/ persons, statutory auditor’s
certification fees, payment to Registrars including Non‑Executive Director. The Register of Contracts
Buyback Committee: The Company did not advance any loans to any of the
payment of commission, brokerage, fee, charges etc. maintained by the Company pursuant to the provisions
Executive and/or Non-Executive Directors during the
Composition and enter into agreements/ letters in respect thereof; of Section 189 of the Companies Act 2013, contains
year under review.
The Buyback Committee as on March 31, 2023 consists of particulars of all contracts or arrangements to which
(h)
making all necessar y applications, providing all Sections 184 or 188 apply. The Register is signed by
Mr. Kushagra Bajaj (Chairman of the Committee), Mr. Jaideep
necessar y information and documents to, and
Nandi and Mr. Aditya Vikram Somani. There was no change in
representing the Company before third parties,
the composition of the Committee during the Financial Year.
including, statutory auditors, in relation to the Buyback;
Meetings and Attendance (i) creating and maintaining requisite statutory registers
There were no meetings of Buyback Committee during the and records and furnishing requisite returns to
year under review. Appropriate Authorities;

Reports
Statutory
The details of remuneration and sitting fees paid to the Directors of the Company during the Financial Year 2022- 23 are Information to Shareholders All compliances relating to the Code of Conduct for Prohibition
as follows: of Insider Trading are being managed through a web-based
General information of shareholders’ interest is set out in a
Salary Professional Sitting Notice digital database.
Name of Directors Commission Total separate section titled “Shareholder Information”.
(Net) Fees Fees Period
Mr. Kushagra Nayan Bajaj - - - 1.60 1.60 N.A. Material Disclosures and Compliance
Auditors’ Certificate on Corporate Governance
Mr. Jaideep Nandi (Managing Director) 427.07 - - - 427.07 3 months Details of Related Party Transactions during the year have
The Company has obtained a certificate from its Statutory
Mr. Sumit Malhotra (Director & Advisor) - 150.00 - - 150.00 N.A. been set out under Notes forming part of Statement on
Auditors testifying to its compliance with the provisions
Mr. Aditya Vikram Ramesh Somani - - - 2.20 2.20 N.A. Significant Accounting Policies & Notes forming Part of the
relating to Corporate Governance laid down in Listing
Accounts. These do not have any potential conflict with the
Mr. Dilip Cherian - - - 2.60 2.60 N.A. Regulations. This certificate is annexed to the Corporate
interests of the Company at large.
Mr. Gaurav Dalmia - - - 1.70 1.70 N.A. Governance Report for the Financial Year 2022-23 and will
Ms. Lilian Jessie Paul - - - 2.05 2.05 N.A. be sent to the Stock Exchanges, along with the Annual Report
Disclosures
to be filed by the Company.
Note: The Nomination, Remuneration & Corporate Governance Committee reviews performance of Executive Director in consultation with No material contract or arrangements with related parties
the Head of Human Resources and decides Performance Linked Incentive.
Certificate from Practicing Company Secretary were entered into during the year under review. The Related
Party Transactions Policy is available on the Company’s
Mr. Hitesh Gupta, Practicing Company Secretary has issued
Statutory Auditors’ Fees Modified opinion(s) in audit report website at https://www.bajajconsumercare.com/policies.
a certificate that none of the directors have been debarred or
The total fees for all services paid to the statutory auditors are The auditor has issued an unmodified opinion in their php.
disqualified from being appointed or continuing as directors
given in Note No. 31 of the Notes to the Standalone Financial audit report. by the Securities and Exchange Board of India/Ministry of
Statements for the year ended March 31, 2023. y The Company follows Accounting Standards issued by the
Corporate Affairs or any other statutory authority. This
Separate posts of Chairman and CEO Ministry of Corporate Affairs in preparation of its financial
certificate is annexed to this corporate governance report.
Details of compliance with mandatory requirements statements and the Company has not adopted a treatment
The Chairman of the Board functions in a non-executive
and adoption of non-mandatory (discretionary) different from that prescribed in an Accounting Standards.
capacity. The Managing Director is vested with full executive Report on Corporate Governance
requirements powers of management under the superintendence and y No transaction of a material nature has been entered
This section, read together with the information given in the
The Company has complied with all mandatory requirements control of the Board of Directors. into by the Company with its Promoters, Directors and
sections (i) Management Discussion and Analysis and (ii)
of Listing Regulations. their Relatives, Management, etc. that may have potential
Shareholder Information, constitutes a detailed compliance
Reporting of Internal Auditor conflict with the interest of the Company at large.
report on Corporate Governance during the Financial Year
Non-mandatory (discretionary) requirements under In accordance with the provisions of Section 138 of the 2022-23. y The Company publishes its criteria for making payment of
Regulation 27 of the Listing Regulations Companies Act, 2013. Quarterly internal audit reports sitting fee/remuneration to its Non-Executive Directors in
The status of compliance with the non-mandator y are submitted to the Audit Committee which reviews the Management Discussion and Analysis Report & the Annual Report.
requirements of the Listing Regulations is provided below: audit reports and suggests necessary action. The office of Business Responsibility Report y Except Mr. Jaideep Nandi, Managing Director and Mr. Sumit
Internal Auditor remains vacant as on March 31, 2023 due The Management Discussion and Analysis Report and Malhotra, Non-Executive Director, no other Directors of
Maintenance of the Chairman’s Office to resignation. Business Responsibility Report are given in a separate the Company hold any Equity Share in the Company as on
The office of the Non-Executive Chairman of the Company section forming a part of this Annual Report. March 31, 2023.
is not maintained by the Company. Further no expenses Subsidiary Companies y A new appointee on the Board discloses his/her
pertaining to the Chairman’s office are reimbursed by Based on the revised criteria for determination of material Steps for Prohibition of Insider Trading shareholding in the Company prior to the appointment.
the Company. subsidiary under listing regulations, Uptown Properties & In compliance with SEBI (Prohibition of Insider Trading) These details are also disclosed in the notice to the general
Leasing Private Limited, has become a material subsidiary Regulations, 2015, as amended, the Company has adopted meeting called for the appointment of Directors.
Shareholders rights of the Company from April 1, 2019. The Board reviews the a ‘Code of Conduct for Regulating, Monitoring and Reporting
The Company has not adopted the practice of sending financial statements, particularly investments made by its of Trading by insiders’ and ‘Code of Fair Disclosure’ Details of Non-compliance
out a half-yearly declaration of financial performance to unlisted subsidiaries and the minutes of the Board Meetings of Unpublished Price Sensitive Information to ensure During the last 3 years, there were no instances of
shareholders. Quarterly results as approved by the Board are of the unlisted subsidiaries are placed at the Board Meeting prohibition of Insider Trading in the organisation. Additionally, non-compliance on any matter related to the capital markets.
disseminated to Stock Exchanges and updated on the website of the Company along with a statement of all significant in compliance with the amended Insider Trading Regulations, No penalties or strictures were imposed on the Company by
of the Company. transactions and arrangements entered into by the unlisted the Company has also implemented Whistle-Blower Policy any Stock Exchange or SEBI or any Statutory Authority on any
subsidiaries. The details of the policy on determining material to Report Instances of Leak of Unpublished Price Sensitive matter related to capital markets.
subsidiary of the Company is available on the Company’s Information & Procedures for Inquiry thereon. The Company
website at https://www.bajajconsumercare.com/policies. has conducted a Sensitisation programme for designated
php. persons to create awareness and ensure compliance under
this regulation.
Details of Material Subsidiary
Name of the subsidiary Uptown Properties and Leasing Private Limited
CIN U70101MH2004PTC146231
Registered Office 2nd Floor, Building No. 2, Solitaire Corporate Park,
167, Guru Hargovind Marg, Chakala, Andheri (East), Mumbai 400 093, Maharashtra
Date of Incorporation May 12, 2004
Place of Incorporation Mumbai, Maharashtra
Name of the Statutory Auditors R. S. Dani & Co., Chartered Accountants,
Firm Registration No. 000243C
Address of the Statutory Auditors Plot No.381, Ghas Katla, Naya Bazar, Ajmer 305001
Date of Appointment May 5, 2022
Reports
Statutory
Compliance of Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46(2)(b) to (i) of Listing Sr. Compliance Status
Particulars Regulations Brief Descriptions of the Regulations
Regulations for the Financial Year 2022-23. No. (Yes/No/N.A.)
Sr. Compliance Status 12. Disclosures on 46(2)(b) Terms and conditions of appointment of Independent Directors Yes
Particulars Regulations Brief Descriptions of the Regulations Website of the
No. (Yes/No/N.A.) 46(2)(c) Composition of various committees of Board of Directors Yes
Company 46(2)(d) Code of Conduct for Board of Directors and Senior Management Personnel Yes
1. Board of Directors 17(1) Composition of Board Yes
17(2) Meeting of Board of Directors Yes 46(2)(e) Details of establishment of Vigil Mechanism/ Whistle Blower policy Yes
17(3) Review of Compliance Reports Yes 46(2)(f) Criteria of making payments to Non- Executive Directors Yes
17(4) Plans for orderly succession for appointments Yes 46(2)(g) Policy on dealing with Related Party Transactions Yes
17(5) Code of Conduct Yes 46(2)(h) Policy for determining Material Subsidiaries Yes
17(6) Fees/Compensation to the Non-Executive Directors Yes 46(2)(i) Details of familiarisation programmes imparted to Independent Yes
17(7) Minimum Information to be placed before the Board Yes Directors
17(8) Compliance Certificate Yes
Shareholder Information
17(9) Risk Assessment & Management Yes
Information on general body meetings
17(10)Performance Evaluation of Independent Directors Yes
2. Audit Committee 18(1)Composition of Audit Committee & presence of the Chairman of the Yes Date, Time and Venue of 17th AGM : Wednesday, August 9, 2023 at 11:00 A.M. at The Fern Residency, Plot No-1, Madhu Nursery
Committee at the Annual General Meeting Compound, Hiran Magri Sector-3, Near Sevashram Flyover, Udaipur - 313 001, Rajasthan.
18(2) Meeting of Audit Committee Yes The previous three Annual General Meetings (AGM) of the Company were held on the following day, date, time and venue.
18(3) Role of the Committee and review of information by the Committee Yes AGM Day, Date & Time Venue
3. Nomination, 19(1) & (2) Composition of Nomination, Remuneration & Corporate Governance Yes 14th AGM Monday, September 21, 2020 at 10.00 A.M. Conducted as per MCA Circular for conducting Meeting by VC / OAVM.
Remuneration Committee Deemed Venue of the meeting: Registered Office of the Company.
& Corporate 19(3) Presence of the Chairman of the Committee at the Annual General Meeting No th
15 AGM Monday, June 21, 2021 at 11:00 A.M. Conducted as per MCA Circular for conducting Meeting by VC / OAVM.
Governance 19(4) 19(1) Role of the Committee Yes Deemed Venue of the meeting: Registered Office of the Company.
Committee & (2) 16th AGM Monday, August 1, 2022 at 11:00 A.M. The Fern Residency, Plot No.1, Madhu Nursery Compound, Hiren Magri
4. Stakeholder 20(1), (2) Composition of Stakeholder Relationship Committee Yes Sector 3, Near Sevashram Flyover, Udaipur 313001, Rajasthan
Relationship & (3)
The summary of Special Resolutions and other important resolutions passed at the previous three Annual General Meetings
Committee 20(4) Role of the Committee Yes are reported below:
5. Risk Management 21(1), (2) Composition of Risk Management Committee Yes
Committee & (3) 14th AGM
21(4) Role of the Committee Yes Subject matter of the Resolutions Type of Resolutions
6. Vigil Mechanism 22 Formulation of Vigil Mechanism for Directors and Employees Yes 1. Ratification of change in Designation and payment of Remuneration to Mr. Sumit Malhotra. Special Resolution
7. Related Party 23(1), (5), Policy for Related Party Transaction Yes 2. Appointment & Remuneration of Mr. Jaideep Nandi as Managing Director of the Company for a Ordinary Resolution
Transaction (6), (7) & Approval including omnibus approval of Audit Committee for all Related Yes period of 5 years with effect from July 01,2020
(8) 23(2) & Party Transactions and review of transaction by the Committee.
(3) 15th AGM
23(4) Approval for Material Related Party Transactions. Yes Subject matter of the Resolutions Type of Resolutions
8. Subsidiaries of 24(1) Composition of Board of Directors of Unlisted Material Subsidiary N.A. 1. Payment of Remuneration of Mr. Sumit Malhotra, Non-Executive and Non-Independent Director of Special Resolution
the 24(2), (3), Other Corporate Governance requirements with respect to Subsidiary Yes the Company for the period July 1, 2021 to June 30, 2022.
Company (4), (5) & including Material Subsidiary of listed entity
(6) 16th AGM
9. Obligations 25(1) & (2) Maximum Directorship & Tenure Yes Subject matter of the Resolutions Type of Resolutions
with respect to 25(3) Meeting of Independent Directors Yes 1. Payment of Remuneration of Mr. Sumit Malhotra, Non-Executive and Non-Independent Director of Special Resolution
Independent 25(4) Review of Performance by the Independent Directors Yes the Company for the period July 1, 2022 to June 30, 2023.
Directors
25(7) Familiarisation of Independent Directors Yes
Postal Ballot
10. Obligations 26(1) & (2) Memberships & Chairmanship in Committees Yes
with respect 26(3) Affirmation with compliance to code of conduct from Members of Board Yes During the year under review, the Company did not conduct any Postal Ballot.
to Directors of Directors and Senior Management Personnel
and Senior Extraordinary General Meeting (EGM)
26(4) Disclosure of Shareholding by Non-Executive Directors Yes
Management During the year under review, the Company did not conduct any EGM
26(5) Disclosures by Senior Management about potential conflicts of Interest Yes
11. Other Corporate 27(1) Compliance of Discretionary Requirements Yes
Dividend Announcement
Governance 27(2) Filing of Quarterly Compliance Report on Corporate Governance Yes
Requirements A final Dividend of ` 5/- per share is proposed to be declared at the 17th Annual General Meeting of the Company.
Unclaimed Dividends
Pursuant to the provisions of Section 124 of the Companies Act, 2013, dividends not encashed/claimed by the Members of the
Company, within a period of 7 (seven) years from the date of declaration of dividend, shall be transferred by the Company to
the Investor Education and Protection Fund (IEPF).
Reports
Statutory
The details of Dividends declared and paid by the Company and the corresponding tentative due dates for transfer of such Dematerialisation and Rematerialisation of Shares
unencashed/unclaimed dividend to IEPF are furnished hereunder:
During the Financial Year 2022-23, no shares were received for dematerialisation or rematerialisation. The distribution of
Dividend for the financial year Date of declaration of dividend Tentative date of transfer to the IEPF shares in physical and electronic modes as at March 31, 2022 and March 31, 2023 are as follows:
2016-2017 January 12, 2017 February 18, 2024 Shares Dematerialised during
Position as at March 31, 2023 Position as at March 31, 2022
2017-2018 January 11, 2018 February 16, 2025 Financial Year 2022-23
2018-19 January 9, 2019 February 14, 2026 No. of Shares
% to total
No. of Shares
% to total No. of % to total
shareholding shareholding Shares shareholding
2019-20 September 1, 2020 October 27, 2027
Physical 356 0.00 2,456 0.00 - 0.00
2020-21 February 3, 2021 April 10, 2028
Demat:
2020-21 (Final dividend) April 19, 2021 June 24, 2028
NSDL 12,40,11,561 86.52 12,70,69,502 86.13 - 0.00
2021-22 February 2, 2022 April 2, 2029
CDSL 1,93,17,730 13.48 2,04,68,201 13.87 - 0.00
2021-22 (Final dividend) August 1, 2022 September 8, 2029
Sub-total 14,33,29,291 100.00 14,75,37,703 100.00 - 0.00
Further, pursuant to the provisions of Section 124 of the relevant information are regularly and promptly updated on Total 14,33,29,647 100.00 14,75,40,159 100.00 - 0.00
Companies Act, 2013 and Investor Education and Protection the website of the Company at www.bajajconsumercare.com.
Fund Authority Rules 2016 (IEPF Rules), all shares on which Listing on Stock Exchanges and Stock Codes
The official press releases and presentation made to
dividend has not been paid or claimed for seven consecutive
Institutional Investors/Analysts, if any, are sent to the Stock The Company’s Equity Shares are listed and traded on the following Stock Exchanges:
years or more shall be transferred to an IEPF suspense
Exchange in terms of the requirement of Listing Regulations Name Address Stock Code
account (in the name of the Company) within 30 (thirty) days
and are also available on the Company’s website.
of such shares becoming due for transfer to the Fund. BSE Limited (BSE) 1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 533229
National Stock Exchange Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051 BAJAJCON
Share Transfer System
Declaration relating to Unclaimed Shares of India Limited (NSE)
The power to approve share transfer/transmission, etc.,
In terms of Regulation 39 of the Listing Regulations, Members
as well as the dematerialisation/rematerialisation has The ISIN of Company’s Equity Shares (Face Value of H 1/- each) for NSDL & CDSL is INE933K01021.
of the Company are requested to note that as on March 31,
been delegated to Chairman, Managing Director and the
2023, there are no unclaimed shares and as such the detail The Company has paid listing fees for the Financial Year 2022‑23 to both the Stock Exchanges where its shares are listed.
Company Secretary of the Company. All requests pertaining
pertaining to demat suspense account/unclaimed shares are
to shares held in physical form as well as requests for
not provided. Commodity price risk or foreign exchange risk and hedging activities
dematerialisation/rematerialisation are processed within
the prescribed time limit. During the Financial Year 2022-23, the Company has managed the foreign exchange risk and hedged to the extent considered
Financial Year: April 1, 2022 to March 31, 2023. necessary. The details of foreign currency exposure are disclosed in Notes to the Financial Statements. Furthermore, the
There were no shares which were transferred in physical Company has appropriately managed commodity price risk and does not have material exposures. Hence, the disclosures
Book Disclosure: Thursday, August 3, 2023 to Wednesday,
category during the year under review. in terms of Securities and Exchange Board of India Circular Number SEBI/HO/CFD/CMO/ CIR/P/2018/0000000141 dated
August 9, 2023
SEBI has recently vide notification dated June 8, 2018 and November 15, 2018 is not applicable.
Tentative Financial Results:
November 30, 2018, mandated that requests for effecting
Q1 FY 2023-24: 1st/2nd Week of August 2023 transfer of securities (except in case of transmission or Share Price Data
transposition of securities) shall not be processed from April The details of high/ low/ closing market price of the Equity Shares of the Company at BSE and NSE during the Financial Year
Q2 FY 2023-24: 3rd/4th Week of October 2023
1, 2019 unless the securities are held in the dematerialised 2022-23 are provided in the table below:
Q3 FY 2023-24: 3rd/4th Week of January 2024 form with the depositories. Therefore, shareholders are BSE NSE
requested to take action to dematerialise the equity shares Month
Q4 and Annual: FY 2023-24: 3rd/4th Week of May 2024. HIGH LOW CLOSING HIGH LOW CLOSING
of the Company promptly.
April 2022 185.35 162.45 167.75 185.40 162.15 168.20
Information on Directors being re-appointed May 2022 173.75 134.15 136.40 173.90 134.60 136.25
Registrar and Share Transfer Agents
The information regarding Mr. Sumit Malhotra (DIN: 02183825), June 2022 144.70 129.25 138.70 144.80 129.05 138.35
KFin Technologies Limited (Formerly KFin Technologies
Director, seeking re-appointment at the ensuing AGM July 2022 167.05 136.50 162.65 167.15 136.50 162.65
Private Limited) (KFINTECH), is the Registrar and Share
along with his detailed profile and additional information August 2022 173.70 157.45 161.25 173.90 157.10 161.20
Transfer Agents (RTA) of the Company which handle all
required under Regulations 36(3) of Listing Regulations and
share transfers and related processes. They provide the September2022 170.45 152.25 155.95 170.55 153.10 156.00
Secretarial Standard on General Meetings is given in the
entire range of services to the Shareholders of the Company October 2022 161.95 145.65 159.35 161.95 145.55 159.40
Notice convening AGM.
relating to shares. The electronic connectivity with both the November 2022 167.55 151.70 165.10 168.20 151.85 165.25
depositories – National Securities Depository Limited (NSDL) December 2022
Communication to Shareholders 184.65 157.55 166.45 184.65 158.10 166.30
and Central Depository Services (India) Limited (CDSL) is also
The Company has published its quarterly, half-yearly and January 2023 175.95 165.90 170.25 175.95 166.30 170.40
handled by KFINTECH.
annual financial results in the News Papers viz. Economic February 2023 172.00 162.25 163.10 172.00 163.00 163.20
Times (English) and Jai Rajasthan (vernacular). Quarterly March 2023 164.00 151.00 151.90 163.95 151.00 151.95
results were sent to the Stock Exchanges immediately after
the Board approved them. The financial results and other The comparable movements of the Company’s shares against the broad-based indices, namely BSE Sensex and NSE Nifty
during the year ended March 31, 2023 is depicted in Chart below:
Reports
Statutory
Shareholding Pattern
Bajaj Consumer Share Price Vs BSE Sensex The shareholding pattern (Face Value H 1/- each) of the Company as at March 31, 2023 is provided in the table below:
(`) (Index) March 31, 2023 March 31, 2022
Category
200 65,000 No. of Shares % of Capital No. of Shares % of Capital
Promoters 5,61,25,000 39.16 5,61,25,000 38.04
160 52,000
Mutual Funds/UTI 2,44,67,851 17.07 1,85,72,987 12.59
120 39,000 Financial Institutions/Banks 0 0.00 1,729 0.00
80 26,000 Insurance Companies 32,61,845 2.28 0 0.00
40 13,000 Foreign Institutional Investors 1,69,53,820 11.83 2,58,85,672 17.54
NRIs & OCBs 35,75,524 2.49 28,14,336 1.91
0 0
Body Corporates 34,73,708 2.42 38,12,760 2.58
Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Individuals 3,43,33,934 23.95 3,50,43,215 23.75
2022 2022 2022 2022 2022 2022 2022 2022 2022 2023 2023 2023 Others 11,37,965 0.79 52,84,460 3.59
-0- Bajaj Consumer Share Price (`) -0- BSE Sensex (Index) Total 14,33,29,647 100.00 14,75,40,159 100.00
Investor Services Address for Correspondence

Bajaj Consumer Share Price Vs NSE Nifty 50 The Company under the overall supervision of Mr. Vivek Investors and Shareholders can correspond with:
Mishra, Company Secretary, is committed to provide efficient
(`) (Index) (1) The Company at the following address:
and timely services to its security holders. Before IPO, all the
200 20,000 share transfers and related process were being conducted Secretarial Department
in‑house. Post IPO i.e. w.e.f. August 18, 2010, the Company Bajaj Consumer Care Limited
160 16,000 has appointed KFin Technologies Limited (Formerly KFin Building No.12, 3rd Floor, Solitaire Corporate Park,
120 12,000 Technologies Private Limited) as its RTA. The Company 167, Guru Hargovind Marg, Chakala, Andheri (East),
Secretary in co-ordination with the RTA, attends and resolves Mumbai – 400 093.
80 8,000
various investor related complaints to the satisfaction of Tel: +91 22 6691 9477/78
40 4,000 the investors. Fax: +91 22 66919476
E-mail: complianceofficer@bajajconsumer.com
0 0
Nomination Website: www.bajajconsumercare.com
Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Individual shareholders holding shares singly or jointly in
2022 2022 2022 2022 2022 2022 2022 2022 2022 2023 2023 2023 physical form can nominate a person in whose name the AND/OR
shares shall be transferable in the case of death of all the (2) The RTA of the Company KFin Technologies Limited
-0- Bajaj Consumer Share Price (`) -0- NSE Nifty 50 (Index)
registered Shareholder/s. The prescribed form for such
(Formerly KFin Technologies Private Limited) at their
nomination can be obtained from the RTA of the Company.
following address:
Distribution of Shareholding The nomination facility in respect of shares held in electronic
The shareholding distribution of Equity Shares (Face Value H 1/- each) as at March 31, 2023 is provided in the table below: form is available with Depository Participants (DPs) as per By Post/ Courier/ Hand Delivery
Sr. the byelaws and business rules applicable to NSDL and CDSL. KFin Technologies Limited (Formerly KFin Technologies
Category No. of shareholders % of total shareholders No. of shares % of capital
No. Private Limited)
1. up to 5,000 1,65,661 99.527778 2,69,59,577 18.809491 Plant Locations: Selenium Tower B, Plot 31-32, Gachibowli Financial
2. 5,001 - 10,000 440 0.264348 31,98,480 2.231555 1. Paonta Sahib, Himachal Pradesh District, Nanakramguda, Hyderabad – 500 032, Telangana
3. 10,001 - 20,000 161 0.096727 22,51,126 1.570593 Village Bata Mandi, Tehsil Paonta Sahib, District Tel: +91 40 6716 2222
4. 20,001 - 30,000 49 0.029439 11,69,286 0.815802 Sirmaur, Himachal Pradesh – 173 025 E-mail ID: einward.ris@kfintech.com
Website: www.kfintechnologies.com
5. 30,001 - 40,000 21 0.012617 7,41,125 0.517077
2. Guwahati, Assam
6. 40,001 - 50,000 20 0.012016 8,88,660 0.620011
7. 50,001 - 1,00,000 34 0.020427 25,09,090 1.750573 Plot No. 63 & 64, Brahmaputra Industrial Area, Village
Silla, Mouza Sila Sinduri Ghopa, Assam – 781 031
8. 1,00,001 & ABOVE 61 0.036648 10,56,12,303 73.684897
Total 1,66,447 100.00 14,33,29,647 100.00
3. Dehradun, Uttarakhand
Khasra No. 122/13 MI, Selaqui Industrial Area, Dehradun,
Uttarakhand – 248 197
Declaration Independent Auditor’s Certificate -
Reports
Statutory
I, Jaideep Nandi, Managing Director of Bajaj Consumer Care Limited, hereby affirm and declare, to the best of my knowledge on Compliance with the Corporate Governance Requirements under SEBI (Listing Obligations and Disclosure
and belief and on behalf of the Board of Directors of the Company and senior management personnel, that: Requirements) Regulations, 2015
To,
y The Board of Directors has laid down a Code of Ethics (Code of Conduct) for all Board Members and senior management
of the Company; The Members of Bajaj Consumer Care Limited
y The Code of Ethics (Code of Conduct) has been posted on the website of the Company; 1. This certificate is issued in accordance with the terms of our engagement.
y The Code of Ethics (Code of Conduct) has been complied with. 2. This report contains details of compliance of conditions of corporate governance by Bajaj Consumer Care Limited (‘the
Company’) for the year ended March 31, 2022 as stipulated in regulations 17 to 27, clause (b) to (i) of regulation 46(2) and
paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time (‘Listing Regulations’).
For Bajaj Consumer Care Limited
Management’s Responsibility for compliance with the conditions of Listing Regulations
Jaideep Nandi 3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility
Place: Mumbai Managing Director includes the design, implementation and maintenance of internal control and procedures to ensure compliance with
Date: May 3, 2023 (DIN: 06938480) the conditions of the Corporate Governance stipulated in the Listing Regulations.
Auditor’s Responsibility
4. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the
Certificate of Non-Disqualification of Directors compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial
[Pursuant to Schedule V Para C clause 10 of the SEBI (LODR), 2015] statements of the Company.
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance
whether the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations
We have examined declarations received from the Directors of Bajaj Consumer Care Limited (CIN: L01110RJ2006PLC047173) for the year ended March 31, 2022.
and other relevant registers, records, forms, returns filed by the Company.
6. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes
In our opinion and to the best of our information and according to the verifications as considered necessary and explanations (Revised 2016) (the ‘Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). The Guidance Note
furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company have requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.
been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, Ministry of Corporate
Affairs, or any such other statutory authority for the financial year ending on March 31, 2023. 7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC), Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related
Services Engagements.
Hitesh Gupta
Place: Mumbai Company Secretary in Practice Opinion
Date: May 3, 2023 M. No. A33684 C. P. No. 12722 8. Based on our examination of the relevant records and according to the information and explanations provided to us
and the representation provided by the Management, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of
Schedule V of the Listing Regulations during the year ended March 31, 2022.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For Chopra Vimal & Co.,

Chartered Accountants
Firm Registration Number: 006456C
Vimal Chopra
Proprietor
Place: Mumbai Membership No.: 074056
Date: May 3, 2023 UDIN: 23074056BGZEHZ7947
Certification by Chief Executive Officer and Chief Financial Officer Business Responsibility and Sustainability Report -
Reports
Statutory
IN TERMS OF REGULATION 17(8) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND Section A General Disclosures
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 Section B Management and Process Disclosures
i. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge Section C Principle wise Performance Disclosure
and belief: Principle 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical,
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements Transparent and Accountable
that might be misleading; Principle 2 Businesses should provide goods and services in a manner that is sustainable and safe
2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing Principle 3 Businesses should respect and promote the well-being of all employees, including those in their value
accounting standards, applicable laws and regulations. chains
Principle 4 Businesses should respect the interests of and be responsive to all its stakeholders
ii. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
Principle 5 Businesses should respect and promote human rights
are fraudulent, illegal or violative of the Company’s code of conduct.
Principle 6 Businesses should respect and make efforts to protect and restore the environment
iii. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have Principle 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have responsible and transparent
disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if
Principle 8 Businesses should promote inclusive growth and equitable development
any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
Principle 9 Businesses should engage with and provide value to their consumers in a responsible manner
iv. We have indicated to the auditors and the Audit committee:
1. significant changes in internal control over financial reporting during the year;
SECTION A: GENERAL DISCLOSURES
2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and
I. Details of the listed entity
3. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having a significant role in the Company’s internal control system over financial reporting. 1 Corporate Identity Number (CIN) of the L01110RJ2006PLC047173
Company
2 Name of the Listed Entity Bajaj Consumer Care Limited (BCCL)
For Bajaj Consumer Care Limited
3 Year of incorporation 2006
4 Registered office address Old Station Road, Sevashram Chouraha, Udaipur – 313 001,
Jaideep Nandi D. K. Maloo Rajasthan
Place: Mumbai Managing Director Chief Financial Officer 5 Corporate address 1231, Solitaire Corporate Park, 151 M. Vasanji Road, Chakala,
Date: May 3, 2023 DIN: 06938480 Andheri East, Mumbai – 400 093
6 E-mail complianceofficer@bajajconsumer.com
7 Telephone 22-66919477-78
8 Website www.bajajconsumercare.com
9 Financial year for which reporting is being March 31, 2023
done
10 Name of the Stock Exchange(s) where shares BSE Limited and
are listed National Stock Exchange of India Limited
11 Paid-up Capital 1,433.30 lakh Equity Shares of H 1/- each
12 Name and contact details (telephone, email Vivek Mishra
address) of the person who may be contacted 022 67100300
in case of any queries on the BRSR report vivek.mishra@bajajconsumer.com
1231, Solitaire Corporate Park,
151 M, Vasanji Road, Chakala, Andheri (East), Mumbai 400 093
13 Reporting boundary Disclosures made in this report are on a standalone basis and
pertain only to Bajaj Consumer Care Limited
II. Products/services
14. Details of business activities (accounting for 90% of the turnover):
S. No. Description of Main Activity Description of Business Activity % of Turnover of the entity
1 FMCG Manufacturing, Marketing and Distribution of fast moving 100%
consumer products, primarily hair care and other personal
care products
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
% of total Turnover
S. No. Product/Service NIC Code
contributed
1 Hair Oils 20236 91%
Business Responsibility and Sustainability Report -
Reports
Statutory
III. Operations S. No. Particulars Total (A)
Male Female
No. (B) % (B / A) No. (C) % (C / A)
16. Number of locations where plants and/or operations/offices of the entity are situated:
DIFFERENTLY ABLED WORKERS
Location Number of plants Number of offices/Depots Total
4. Permanent (F) Nil Nil Nil Nil Nil
National 2 31 33
5. Other than Nil Nil Nil Nil Nil
International 0 0 0
permanent (G)
*BCCL distributes / exports its products to more than 30 countries in the globe focusing mainly on SAARC, Middle East and African 6. Total differently Nil Nil Nil Nil Nil
countries. Subsidiaries of BCCL have offices in two locations outside India. abled workers
(F + G)
17. Markets served by the entity:
19. Participation/Inclusion/Representation of women
a. Number of locations
Locations Number No. and percentage of Females
Total (A)
National (No. of States) All No. (B) % (B / A)
International (No. of Countries) More than 30 Board of Directors 7 1 14%
Key Management Personnel* 2 0 0%

b. What is the contribution of exports as a percentage of the total turnover of the entity? *Key Management Personnel include Company Secretary and Chief Financial Officer.
The Company has envisioned global expansion and is strategically increasing its global presence. BCCL has
export revenue of approx. 3% of its total turnover. 20. Turnover rate for permanent employees and workers
(Disclose trends for the past 3 years)
c. A brief on types of customers
BCCL operates in key consumer categories such as hair care, hair styling, and skin care. The Company is FY 2022-23 FY 2021-22
FY 2020-21
(Turnover rate in the year prior to
backed by a robust distribution network spread across the length and breadth of the country and has been able (Turnover rate in current FY) (Turnover rate in previous FY)
the previous FY)
to establish itself within both urban and rural retail markets. Products offered by BCCL are popular amongst Male Female Total Male Female Total Male Female Total
all age groups owing to their quality.
Permanent 34.63% 29.73% 34.25%* 30% 25.9% 29.82% 11.39% 23.81% 11.92%
Employees
IV. Employees
Permanent 0 0 0 0 0 0 0 0 0
18. Details as at the end of Financial Year:
Workers
1. Employees and workers (including differently abled):
*Voluntary - 27.91%; Involuntary - 6.34%
Male Female
S. No. Particulars Total (A)
No. (B) % (B / A) No. (C) % (C / A) V. Holding, Subsidiary and Associate Companies (including joint ventures)
EMPLOYEES 21. (a) Names of holding / subsidiary / associate companies / joint ventures
1. Permanent (D) 470 433 92.10% 37 7.90%
Does the entity indicated
2. Other than 27 20 74.10% 7 25.90% % of shares at column A, participate in
Name of the holding/ subsidiary/ Indicate whether holding/ Subsidiary/
Permanent (E) S. No. held by the Business Responsibility
associate companies / joint ventures (A) Associate/ Joint Venture
listed entity initiatives of the listed entity?
3. Total employees 497 453 91.10% 44 8.90% (Yes/No)
(D + E) 1. Uptown Properties & Leasing Wholly owned subsidiary 100% No
WORKERS Private Limited
4. Permanent (F) 0 0 0 0 0 2. Bajaj Bangladesh Limited Wholly owned Subsidiary 100% No
5. Other than 385 254 66.00% 131 34.00% (Incorporated in Bangladesh)
Permanent (G) 3. Bajaj Corp International (FZE) Wholly owned Subsidiary 100% No
6. Total workers 385 254 66.00% 131 34.00% (Incorporated in UAE)
(F + G)
VI. CSR Details
2. Differently abled Employees and workers:
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No):
Male Female
S. No. Particulars Total (A) Yes, CSR is applicable as per section 135 of Companies Act, 2013
No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY ABLED EMPLOYEES (ii) Turnover (K In Lacs):
1. Permanent (D) Nil Nil Nil Nil Nil
FY22 - 86,551.61
2. Other than Nil Nil Nil Nil Nil
Permanent (E) FY23 - 93,811.19
3. Total differently Nil Nil Nil Nil Nil
(iii) Net worth (K In Lacs):
abled
employees FY22 - H 83,917.64
(D + E) FY23 – H 82,086.31
Reports
Statutory
VII. Transparency and Disclosures Compliances Indicate whether
Financial implications of
Material issue Rationale for identifying the risk / In case of risk, approach the risk or opportunity
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible S. no. risk or opportunity
identified opportunity to adapt or mitigate (Indicate positive or
(R/O)
Business Conduct: negative implication)
FY 2022-23 3 Climate Change Risk Climate change and consequent BCCL shall continue Negative: Increased
Stakeholder and Energy & impact on our business including working towards costs in mitigating
group from whom Grievance Redressal Mechanisms in Place (Yes/No) Number of
Number of
complaint is (If yes, then provide web-link for grievance redressal policy) complaints pending Emission but not limited to increasing measurable plans the impacts of
complaints filed Remarks
received resolution at close environmental obligations, with targets for climate change.
during the year
of the year
change in market demands etc. a sustainable
Communities, Yes, Bajaj Consumer Care Limited has a would need the robust strategy business.
Value Chain grievance redressal mechanism in place for all to ensure business continuity.
Partners and its stakeholders. The process is set internally and
Nil 4 Waste Risk and Effective waste management can BCCL follows Positive:
Others communicated to all stakeholders.
Management Opportunity reduce the environmental impact the principle of The establishment
Designated email id: feedback@bajajconsumer.com arising out of the business optimised use of of good waste
for registering complaints and grievance. of the company, comply with materials which management
Investors Yes. Designated email id: complianceofficer@ regulations, enhance reputation, promotes waste practices will
(other than bajajconsumer.com is displayed on Company’s and fulfil social responsibility.reduction and rationalise the
shareholders) website for registering and addressing all 93 Nil Implementing waste reduction use of recycled overall cost of
Shareholders grievances or complaints from investors and strategies and promoting material wherever production and
shareholders. www.bajajconsumercare.com recycling can also lead to cost possible. BCCL has will help reducing
Consumers Yes. Designated email id- consumer@ savings and increased efficiency formulated a waste the environmental
bajajconsumer.com for registering and addressing in the Company's operations. management policy impact of our
64 Nil
complaints from consumers. Email id is displayed ensuring better products.
on the packaging of BCCL’s products waste management
Employees Employee related grievance can be addressed on practices.
grievance@bajajconsumer.com Nil 5 Supply Chain Risk/ A robust and agile supply chain BCCL has been Positive:
Management opportunity forms the backbone of the working towards Improvement
Policy is hosted on SAP SuccessFactors
business Ethical and sustainable strengthening its in long-term
24. Overview of the entity’s material responsible business conduct issues sourcing practices mitigate supply chain and sustainability and
risks, and enhance reputation has formulated competitiveness
Please indicate material responsible business conduct and sustainability issues pertaining to environmental and brand image, On the other a sustainable in the market
and social matters that present a risk or an opportunity to your business, rationale for identifying the same, hand, efficiently managed sourcing policy due to reduced
approach to adapt or mitigate the risk along-with its financial implications, as per the following format uninterrupted distribution which encourages environmental
network ensures that the suppliers to take impact.
BCCL has conducted comprehensive materiality assessment in FY 2022-23 to identify its Environmental, Social customers and business are steps aligning them
and Governance (ESG) related material issues and understand the impact of these issues on the business of the well served. with the company’s
Company and its stakeholders. sustainability vision.
Indicate whether
Financial implications of 6 Corporate Risk Corporate governance and Strong management Negative:
Material issue Rationale for identifying the risk / In case of risk, approach the risk or opportunity
S. no.
identified
risk or opportunity
opportunity to adapt or mitigate (Indicate positive or
Governance & compliance failures can lead to teams and Any regulatory or
(R/O) Compliance a range of risks and significant compliance with
negative implication) compliance failure
1 Product Opportunity BCCL believes that being The approach is Positive: The cost negative impacts on a company's relevant mandatory can lead to financial
Stewardship responsible for environmental to conduct Life incurred for an LCA financial, operational, and and non-mandatory implications
Cycle Assessment
and social impacts of its products would be beneficial reputational performance, governance
throughout their life cycle can (LCA) of the main over the long run. and should be addressed with practices.
help promote the development of product range for diligence and transparency
product designs and contribute better design and
sustainable product
to the profitability along with the
creation of a circular economy. development.
2 Human Capital Opportunity/ Consistent investment in growth BCCL is working Positive: Retention
Development Risk and development helps build a towards an inclusive of key talent in
skilled, motivated, and diverse environment the organisation
workforce that drives innovation,promoting human augments
productivity, and growth. rights, learning productivity and
Further retaining key talent is and development. better operational
of vital importance as higher BCCL is conscious performance.
turnover could lead to increased about its obligations
rehiring costs. under applicable
labour laws.
Reports
Statutory
Financial implications of Financial implications of
Indicate whether Indicate whether
Material issue Rationale for identifying the risk / In case of risk, approach the risk or opportunity Material issue Rationale for identifying the risk / In case of risk, approach the risk or opportunity
S. no. risk or opportunity S. no. risk or opportunity
identified opportunity to adapt or mitigate (Indicate positive or identified opportunity to adapt or mitigate (Indicate positive or
(R/O) (R/O)
negative implication) negative implication)
7 Responsible Risk/ By promoting ethical, Complying with Positive: Effective 11 Diversity and Opportunity DEI helps build a more inclusive As part of our policy, Positive: A diverse
Marketing and opportunity sustainable, and healthy all the required and responsible Inclusion and equitable workplace, we encourage a workforce promotes
Communication products and practices, regulations to marketing and leading to improved business diverse workforce inclusiveness
companies can attract and retain avoid any potential communication performance, increased with equal and business
customers who value these legal or financial creates positive customer satisfaction, and social opportunity in our performance
attributes. It also helps ensure consequences and customer responsibility. DEI initiatives organisation.
compliance with regulations and establishing an experience leading aim to create a diverse and
avoid potential legal or financial ethical guideline to to enhanced brand inclusive work environment
consequences. Whereas, risks ensure consumer loyalty. where employees feel valued,
associated with irresponsible privacy, responsibleNegative: respected, and empowered
marketing practices might lead advertising and Inadequate/ to contribute their unique
to reputational damage, decline transparency of inaccurate perspectives and ideas. By
in market share, consumer trust disclosures. disclosures and lack fostering a culture of inclusivity,
and negative publicity on media of transparency can organisations can attract and
platforms. include breaches retain top talent, enhance
related to consumer innovation, and ultimately drive
laws and may lead better business outcomes.
to government 12 Water and Risk Water is a finite and critical We are working Negative: Ineffective
levied fines and Effluents natural resource, so its effective towards reducing utilisation
penalties. management is important to the consumption of and increased
8 Business Ethics Risk Ethical behavior reflects a We encourage our Negative: the business. At BCCL, we water and taking consumption can
and Values company's commitment to employees and Irresponsible, have incorporated effective steps to replenish lead to creating
responsible and sustainable partners to follow unethical and water management techniques the ground water depleted ground
business practices, which is the code of conduct unsustainable that has helped us reduce our through various water levels in
an important consideration for in all forms practice can lead consumption. initiatives. neighboring areas.
the employees, responsible to various adverse 13 Privacy and data Risk Data security is critical for any data security Negative: Incidents
investors, customers, and implications. security organisation in this digitally related solutions like cyber-attacks
communities connected world. Without for network and and data leaks can
9 Occupational Risk Overall, employee health and Strict adherence Negative: Any proper data security measures, cyber security are cost significantly in
Health and safety is critical for companies to to Hazard critical incidence or organisations are at risk of losing implemented. terms of business
Safety ensure legal compliance, reduce Identification and negligence can lead sensitive information, facing continuity and
accidents and injuries, improve Risk Assessment to various adverse legal, financial and reputational consequent financial
productivity, enhance reputation, (HIRA), ISO 45001 implications consequences. implication.
and fulfill social responsibility certification 14 Community Opportunity Communities are important part Strong engagement Positive: CSR
10 Customer Opportunity Companies that prioritise We have a strong Positive: Development of our society thus assessment and connection with activities promote
Relationship customer satisfaction and market connection of social needs and harmonious the communities goodwill and
A robust customer
Management feedback results in increased and we are working engagement & integration is where we operate elevate reputation
feedback
customer satisfaction and towards leveraging important. Identifying It's a resulting in long
mechanism
enhanced customer engagement. feedbacks and powerful tool that addresses term financial
will help the
This further leads to improved fostering deeper social and economic issues, and reputational
organisation to
product innovation, customer consumer promotes inclusivity and rewards for the
analyze customer
trust and retention, diversity engagement. diversity, and empowers Company.
satisfaction levels
and inclusion and consumer communities to take action.
and identify
centricity. This approach leads to a
opportunities
mutually beneficial relationship
to strengthen
between the community and the
customer loyalty.
organisation.
Reports
Statutory
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES ---------------------------- ---- ---- ---- ---- ---- ---- ---- ----
2. Whether the entity has translated the policy into Yes, the Company has ensured to implement its policies into
----
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting procedures. (Yes / No) procedures across the organisation.
the NGRBC Principles and Core Elements. 3. Do the enlisted policies extend to your value Yes, the Company values all its stakeholders and makes sure that
chain partners? (Yes/No) all the policies are in the line of identifying and mitigating the issues
Sl No Principles
associated with all the value chain partners.
P1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and 4. Name of the national and international codes/ 1. ISO 9001(QMS),14001 ( EMS),45001 ( OHSAS) certifications
Accountable certifications/labels/ standards (e.g. Forest 2. GMP certification
P2 Businesses should provide goods and services in a manner that is sustainable and safe Stewardship Council, Fairtrade, Rainforest 3. NABL certification
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains Alliance, Trustea) standards (e.g. SA 8000,
P4 Businesses should respect the interests of and be responsive to all its stakeholders OHSAS, ISO, BIS) adopted by your entity and
mapped to each principle.
P5 Businesses should respect and promote human rights
5. Specific commitments, goals and targets set by As part of our ESG policy we have taken targets for reduction of water
P6 Businesses should respect and make efforts to protect and restore the environment the entity with defined timelines, if any. consumption, carbon foot prints and waste from the baseline of FY
P7 Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible 2021-22.
and transparent 6. Performance of the entity against the specific • The water consumption per kl of finished product has reduced by
P8 Businesses should promote inclusive growth and equitable development commitments, goals and targets along-with 28% in FY 2022-23 as compared to FY 2021-22
P9 Businesses should engage with and provide value to their consumers in a responsible manner reasons in case the same are not met. • Reduction in carbon emission in scope 1 per kl of finished product
by 14% in FY 2022-23 as compared to FY 2021-22
• Reduction in Wastage by per kl of finished product 26% in
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
-------------------------------- ---- ---- ---- ---- ---- ---- ---- ---- FY 2022‑23 as compared to FY 2021-22
Policy and management processes
---------------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- 7. Statement by director responsible for the BCCL understands that an organisation’s long-term success is
1. a. Whether your entity’s policy/policies cover Yes, BCCL acknowledges and covers all the principles and core business responsibility report, highlighting ESG to a great extent determined by how proactively it responds to its
each principle and its core elements of the elements of NGRBC within its various policies adopted in the related challenges, targets and achievements environmental, social, and governance dimensions. BCCL is working
NGRBCs. (Yes/No) organisation. towards building a brighter future that transcends beyond the
b. Has the policy been approved by the Board? Yes, All the policies following NGRBC principles are approved by board mainstream approach of profitability to sustainability, inclusivity, and
(Yes/No) prosperity.
c. Web Link of the Policies, if available List of Policies: 8. Details of the highest authority responsible for The ESG Committee of the Board shall review and oversee the
1. Code of Conduct implementation and oversight of the Business implementation of the Sustainability Policies of the Company.
2. Business Responsibility Policy Responsibility policy (ies)
3. Whistle Blower Policy 9. Does the entity have a specified Committee of the Yes. The ESG Committee of the Board of Directors of the Company
4. Board Performance Evaluation Policy Board/ Director responsible for decision making shall be responsible to take decisions on sustainability-related issues
5. Policy on Prevention of Sexual Harassment at Workplace. on sustainability related issues? (Yes / No). If yes, of the Company.
6. Employees-related policies provide details.
7. Corporate Social Responsibility policy
8. Risk Management Policy 10. Details of Review of NGRBCs by the Company:
9. Code of Practices Procedure for Fair Disclosure of UPSI Indicate whether review was undertaken by Director / Frequency (Annually/ Half yearly/ Quarterly/ Any other
10. Determination of materiality of events and dissemination Subject for Review Committee of the Board/ Any other Committee – please specify)
11. Sustainable Sourcing Policy P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9

12. Waste Management Policy Performance against The Senior Management reviews and Annually
13. Employee Grievance Redressal Policy above policies and follow-up evaluates the Company's policies. During
14. Grievance Redressal Policy for external stakeholder action this evaluation, the policy's effective
15. Code of Conduct for Regulation Monitoring-Reporting of Trading implementation is assessed. Requisite
under SEBI PIT Regulations 2015 as amended adjustments in policies and procedures are
16. Dividend Distribution Policy adopted on need basis.
17. Policy on Nomination Remuneration-Corporate Governance Compliance with statutory Board of Directors of the Company review Quarterly
18. Code of Conduct for Directors and SM requirements of relevance the status of all applicable statutory
19. Code for Independent Directors to the principles, and compliance on quarterly basis.
20. Succession Plan for Board and Senior Management rectification of any
21. Related Party Transaction Policy non-compliances
22. Policy on Material Subsidiary
23. Familiarisation programme for Independent Directors 11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency?
24. Policy on Archival and Preservation of documents (Yes/No). If yes, provide the name of the agency.
25. Policy for hiring employees or former employees of Independent No, the Company has not engaged any external agency for independent assessment / evaluation of the working of
Auditors its policies.
Link To the above-mentioned policies:
https://www.bajajconsumercare.com/policies.php. 12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Not applicable.
Reports
Statutory
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Not Applicable
Ethical, Transparent and Accountable.
Essential Indicators 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide
a web-link to the policy.
1. Percentage coverage by training and awareness programs on any of the Principles during the financial year:
The company has an anti-corruption and anti-bribery policy as a part of the Code of Conduct to avoid facilitation of any
Total number % of persons in
of training and respective category
kind of bribery. The Company has an ethos of maintaining high ethical standards and all the employees are expected
Segment Topics / Principles covered under the training programs and its impact to act with personal and professional integrity and maintain honest and ethical conduct while working. BCCL does not
awareness programs covered by the
held awareness encourage any form of bribery or corruption whether direct or indirect by employees or its business partners.
Board of Directors None Not Applicable Not Applicable
The Company’s code of conduct is available on the company's website:
Key Managerial 2 The following topics are covered under the training program: 100%
Personnel • Prevention of Sexual Harassment (POSH) https://www.bajajconsumercare.com/policies.php.
• Whistle Blower Policy
• Code of Conduct 5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/ corruption:
• Major statutory amendments under SEBI, Companies Act
and other laws and regulations No such action has been taken against any of the above categories of personnel during the financial year 2022-23.
Employees other 4 The following topics are covered under the training program: 93%
than BoD and • Prevention of Sexual Harassment (POSH) 6. Details of complaints with regard to conflict of interest:
KMPs • Whistle Blower Policy FY’2022-23 FY’2021-22
• Code of Conduct Number Remarks Number Remarks
• Fire Fighting Number of complaints received in relation to Nil N.A. Nil N.A.
• Brand Protection (For Sales and regional supply chain issues of conflict of interest of directors
teams) Number of complaints received in relation to Nil N.A. Nil N.A.
• Consumer Protection Act, 2019 and ASCI guidelines for issues of conflict of interest of KMPs
marketing and R&D teams
• Plastic Waste Management Rules, 2016 for operations, 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken
quality and manufacturing teams by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
• Sales capability building training programs for fields sales
teams Not Applicable.
Workers 3 The following topics are covered under the training program: 95%
• Prevention of Sexual Harassment (POSH)
PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe
• Whistle Blower Policy
• Code of Conduct
Essential Indicators
• Fire-fighting and fire safety
• General Safety Awareness Training 1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
• Tool-Box Training and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
• Machine Safety Training Current Financial Previous Financial Details of improvements in environmental and social impacts
• Training on unsafe act, condition & Near Miss Year (lacs) FY 22-23 Year (lacs) FY 21-22 ( FY 22-23 vs FY 21-22)
R&D & Capex 363.27 92.67 1. Reduction in water consumption by 28% in FY 2022-23 as
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the compared to FY 2021-22
entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, 2. Reduction in carbon emission in scope 1 by 14% in FY 2022-23
in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation as compared to FY 2021-22
30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website): 3. Reduction in wastage by 26% in FY 2022-23 as compared to
Monetary
FY 2021-22
4. Launch of products free from chemical, parabens.
Name of the regulatory / enforcement Brief of the Has an appeal been
NGRBC Principle Amount (J)
agencies / judicial institutions Case preferred? (Yes/No) 2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No).
Yes, BCCL has formulated a sustainable sourcing policy which guides us in terms of vendor onboarding as well
Penalty/Fine No such fines/ penalties were levied during the reporting period.
as regular follow up audits and checks done at the vendor’s sites... The Company has processes of assessing and
Settlement auditing vendors on compliance with local statutory laws which mandate payment of minimum wages, restriction
Compounding Fee of child labor, other labor laws, and other environmental or pollution compliances at the factory level.
Non-Monetary
b. If yes, what percentage of inputs were sourced sustainably?
Name of the regulatory/ enforcement agencies/ Has an appeal been
judicial institutions
NGRBC Principle Brief of the case
preferred? (Yes/No) 90.54% of the input has been sourced sustainably as per our sustainable sourcing policy.
Imprisonment No such punishments were enforced during the reporting period.
Punishment
Reports
Statutory
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end 2 Details of retirement benefits, for Current FY and Previous Financial Year.
of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. Current Financial Year Previous Financial Year
Type of product Process (FY 2022-23) (FY 2021-22)
Plastics (including packaging) Plastic Waste generated by the Company is recycled and / or disposed as per Benefits % of employees % of workers who % of employees % of workers who
Deducted and Deducted and
who received received retirement who received received retirement
the EPR guidelines. retirement benefits benefits of total
deposited with the
retirement benefits benefits of total
deposited with the
authority (Y/N/NA) authority (Y/N/NA)
E-waste BCCL engages with certified e-waste vendors for disposal / recycle of e-waste. of total employees workers of total employees workers
Hazardous waste Hazardous waste is disposed of through authorised vendors. PF 100 100% Y 100 100% Y
Other waste All other waste such as scrap is disposed off from time to time through authorised Gratuity 100 100% Y 100 100% Y
vendors. ESI 100 100% Y 100 100% Y
Others- Please - - - - - -
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the Specify
waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same. 3. Accessibility of workplaces
Yes, EPR is applicable to BCCL’s usage of plastic packaging for its products. The Company is in compliance with
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements
the requirement of the Plastic Waste Management Rules 2021 and subsequent amendments. The waste collection plan of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
is in line with the EPR plan submitted to Pollution Control Boards.
Yes, the Company has taken measures in both the plants for the differently abled persons have access to the various
areas of operations. The Company recognizes and is working towards improving infrastructure for eliminating barriers
PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in to accessibility for differently abled persons in its other premises.
their value chains
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide
Essential Indicators a web-link to the policy.
1. a. Details of measures for the well-being of employees: Yes. The Company recognises the importance of providing equal opportunities. The central aspect of our culture has
been a sense of “one BCCL Family”. Our Business Responsibility Policy mandates equal opportunities during recruitment
% of employees covered by
and employment irrespective of caste, creed, gender, race, religion, disability or sexual orientation. The policy for Equal
Total Health insurance Accident insurance Maternity benefits Paternity benefits Day care facilities
Category Opportunity is updated on the intranet of the organisation.
(A) No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
PERMANENT EMPLOYEES 5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Male 433 433 100% 433 100% N.A N.A 433 100% - -
Permanent employees Permanent workers
Female 37 37 100% 37 100% 37 100% N.A. N.A. - - Gender
Return to work rate Retention rate Return to work rate Retention rate
Total 470 470 100% 470 100% 37 100% 433 100% - - Male 100% 87% N.A. N.A.
OTHER THAN PERMANENT EMPLOYEES Female 100% 100% N.A. N.A.
Male 20 20 100% 0 - - - - - - Total 100% 87% N.A, N.A,
Female 7 7 100% 0 - 7 100% - - - -
Total 27 27 100% - - 7 100% - - - - 6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
workers? If yes, give details of the mechanism in brief.
b. Details of measures for the well-being of workers: Permanent Workers The Company has Grievance Redressal and Whistle Blower Policies in place that provide
% OF WORKERS COVERED BY guidance to raise complaints in case of concerns. These policies are available on the employee
Total Health insurance Accident insurance Maternity benefits Paternity benefits Day care facilities portal of the Company. There are dedicated teams that are responsible to address the respective
Category complaints.
(A) No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
PERMANENT WORKERS Other than Permanent In case of any grievances, contract workers are encouraged to contact our shift supervisors and
Male - - - - - - - - - - - Workers Unit HR in addition to their contractor & contractor supervisors. All grievances are looked into
and adequate measures are taken to redress them.
Female - - - - - - - - - - - Permanent Employees The Company has Grievance Redressal and Whistle Blower Policies in place that provide
Total - - - - - - - - - - - guidance to raise complaints in case of concerns. These policies are available on the employee
Other than Permanent
portal of the Company. There are dedicated teams that are responsible to address the respective
OTHER THAN PERMANENT WORKERS Employees
complaints.
Male 254 254 100% 254 100% NA NA - - - -
Female 131 131 100% 131 100% 131 100% - - - -
Total 385 385 100% 385 100% 131 100% - - - -
Reports
Statutory
7. Membership of employees and worker in association(s) or Unions recognised by the listed entity: b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine
Current Financial Year Previous Financial Year basis by the entity?
(FY 2022-23) (FY 2021-22) BCCL has implemented Risk Management and Identification system for identification of risks pertaining to safety
No. of employees No. of employees/ and workplace well-being of its employees.
Category Total employees / Workers in Total employees workers in
/ workers in respective category, / workers in respective category, The Company ensures that all of its manufacturing sites follow standards like Hazard Identification and Risk
% (B / A) % (D / C)
respective category who are part of respective who are part of Assessment (HIRA) and ISO 45001, where routine activities are analyzed for significant risks and measures are
(A) association(s) or category © association(s) or taken to mitigate these risks. Non-routine activities at the sites are assessed through the Job Safety Analysis
Union (B) Union (D)
(JSA) and work permit system. Adequate control measures have been adopted to ensure that significant risks from
Total 470 0 0 480 0 0
operations are analysed and appropriate steps are implemented to control the events that trigger these risks.
Permanent
Employees c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such
Male 433 0 0 453 0 0 risks. (Y/N)
Female 37 0 0 27 0 0 Yes, BCCL ensures that work-related hazards are reported. Workers are encouraged to actively participate in the
Total 0 0 0 0 0 0 safety meetings and training held regularly at the sites. They are also encouraged to report on unsafe acts and
Permanent conditions and appropriate corrective actions and preventive measures are undertaken to mitigate the identified
Workers risks within the stipulated timelines.
Male 0 0 0 0 0 0
Female 0 0 0 0 0 0 d. Do the employees/ workers of the entity have access to non-occupational medical and healthcare services? (Yes/ No)
Yes, all permanent employees and their family members are provided access to the Company provided or Company
8. Details of training given to employees and workers: supported medical benefits. The Company also provides free annual health checkups to selected employees.
FY 2022-23 FY 2021-22 The Company has tie-ups with hospitals close to the manufacturing sites wherein workers can visit and avail of
Current Financial Year Previous Financial Year healthcare services. It is ensured that there are regular doctor visits to the plants for employees and workers to
Category On health and safety/ On health and safety seek medical advice.
Total On skill upgradation Total On skill upgradation
wellness measures measures/ wellness
(A) No. (B) % (B/A) No. (C) % (C/A) (D) No. (E) % (E/D) No. (F) % (F/D) 11. Details of safety-related incidents, in the following format:
EMPLOYEES FY 2022-23 FY 2021-22 Previous
Safety Incident/Number Category
Male 433 433 100% 433 100% 453 453 100% 453 100% Current Financial Year Financial Year
Female 37 37 100% 37 100% 27 27 100% 27 100% Lost Time Injury Frequency Rate (LTIFR) Employees Nil Nil
Total 470 470 100% 470 100% 480 480 100% 480 100% (per one million-person hours worked) Workers
WORKERS Total recordable work-related injuries Employees Nil Nil
Male 254 233 100% 148 64% 289 289 100% 139 48% Workers
Female 131 97 100% 65 67% 117 117 100% 48 41% No. of fatalities Employees Nil Nil
Total 385 330 100% 213 65% 406 406 100% 137 46% Workers
High consequence work-related injury or ill-health Employees Nil Nil
9. Details of performance and career development reviews of employees and worker:- (excluding fatalities) Workers
FY 2022-23 FY 2021-22
Category
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
EMPLOYEES Some of the measure taken by the entity are as below:
Male 433 379 88% 453 370 82% The BCCL ensures all the safety measures are taken at every point in time. It has put into place various assessments to
Female 37 26 70% 27 22 81% ensure reporting of unsafe actions or conditions and their closure. The Safety Audits are conducted by third parties and
their recommendations are implemented. The designated safety manager also conducts periodic internal safety audits
Total 470 405 86% 480 392 82%
and actions are drawn to mitigate any risks identified. Safety awareness campaigns and training are held wherein issues
WORKERS*
like road safety, fire safety etc. are discussed and safety measures are disseminated to workers. The company also
Male - - - - - - follows and implements HIRA (Hazard identification and risk assessment) to keep the workers safe and workplace hazard
Female - - - - - - free. The company has implemented emergency response plan and regular mock drills for all identified emergencies
Total - - - - - - across our factories.
10. Health and safety management system: 13. Number of Complaints on the following made by employees and workers:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
If yes, the coverage of such a system? Category
Filed during the Pending resolution Filed during the Pending resolution
Remarks Remarks
Yes. BCCL places great emphasis on employee Health and Safety. The company has put in place all necessary year at the end of year year at the end of year
infrastructure & safety systems across all factories. The Company’s health and safety management system has Working 8 0 All the 3 0 All the
been designed to ensure maximum participation of workers and employees during health and safety training, where Conditions complaints complaints
they are encouraged to provide suggestions that are taken into consideration for implementation. The Company are addressed are addressed
is focused on both, the physical and mental well-being of its employees and has organised various programs and appropriately appropriately
discussions with well-being experts and medical practitioners. Health 0 0 - 0 0 -
Reports
Statutory
14. Assessments for the year: Channels of communication (Email,
Whether identified Frequency of
SMS, Newspaper, Pamphlets, Purpose and scope of engagement
% of your plants and offices that were assessed (by entity or statutory authorities or as Vulnerable & engagement (Annually/
Key Stakeholders Advertisement, Community including key topics and concerns
third parties) Marginalised Group Half Yearly/ Quarterly /
Meetings, Notice Board, Website), raised during such engagement
(Yes/No) Others – please specify)
Health and safety practices 100% Others
Working Conditions 100% Community Yes Emails, website, pamphlets, As and when To identify community needs
newspaper, meetings. required and concerns by conducting
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and Community Problem Analysis,
on significant risks / concerns arising from assessments of health & safety practices and working conditions. Focus Group Discussion (FGDs),
Prioritisation and develop
Internal audits of BCCL units at plants as well as corporate level are being conducted on a periodic basis. Corrective and
Participatory Action Plan by
preventive measures are taken based on the findings. Detailed investigations are carried out for all accidents to identify
incorporating needs & concerns
the root causes and to understand the measures required to prevent recurrence. The learnings from all accidents are
raised during dialogue &
disseminated across the organisation at periodic intervals.
engagement processes with
Some of the corrective actions taken in order to address the concerns arising from assessments performed are community.
as follows: Board of No Board Meetings, Emails and Quarterly and need Approval of financials and other
a. Additional control measures like restriction of movement of workers and employees from the area where finished Directors Notices basis corporate actions, update on
goods are dispatched to avoid any accidents. business operations and other
related matters.
b. All rotating parts of machines have been provided with adequate guards to prevent the risk of injuries to the workers.
c. Machine guarding is implemented that helps in preventing the potential to cause severe workplace injuries, such
PRINCIPLE 5 Businesses should respect and promote human rights
as crushed fingers or hands, amputations, burns, or blindness.
d. Electrical safety drives are conducted to provide adequate awareness of risks from electrical equipment and controls. Essential Indicators
e. Access control mechanisms have been introduced by streaming safety induction videos at the main gates. 1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity,
in the following format:
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders FY 2022-23 FY 2021-22
] Category Current Financial Year Previous Financial Year
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
EMPLOYEES
1. Describe the processes for identifying key stakeholder groups of the entity.
Permanent 470 454 97% 480 480 100%
A key stakeholder is defined as an individual, group of people or institution that would add value to the business. BCCL
Other than 27 0 0% 24 0 0
has identified both internal and external stakeholders along with an engagement plan. It is committed to engaging with
permanent
all its stakeholders to understand their perspectives and concerns to craft strategies and policies to deliver long-term
value. Constructive communication with internal and external stakeholders is an important exercise that helps with Total 497 454 97% 504 480 100%
valuable insights to shape our priorities and strategy concerning our commitment and growth plans. Employees
WORKERS
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group. Permanent - - - - - -
Channels of communication (Email, Other than 385 0 0% 406 0 0%
Whether identified Frequency of
as Vulnerable &
SMS, Newspaper, Pamphlets,
engagement (Annually/
Purpose and scope of engagement permanent
Key Stakeholders Advertisement, Community including key topics and concerns
Marginalised Group
Meetings, Notice Board, Website),
Half Yearly/ Quarterly /
raised during such engagement Total Workers 385 0 0% 406 0 0%
(Yes/No) Others – please specify)
Others
Employees No Email, notice board, Regularly Talent Management, Learning 2. Details of minimum wages paid to employees and workers, in the following format:
intranet, SMS, Meetings, & Development, Hiring, FY 2022-23 FY 2021-22
Web Site, periodic Town Engagement, Rewards & Current Financial Year Previous Financial Year
halls, employee engagement Recognition, Update on Category Equal to More than Equal to More than
Total (A) Minimum Wage Minimum Wage Total (D) Minimum Wage Minimum Wage
surveys, conferences, offsite Company’s performances
No. (B) % (B /A) No. (C) % (C /A) No. (E) % (E /D) No. (F) % (F /D)
training programs etc.
Employees
Shareholders No Email, newspapers, Quarterly/ need Notices of General Meetings,
intimation to stock basis dividend intimations, analyst Permanent
exchanges, website, investor meets, disclosure of financial Male 433 NA NA 433 100% 453 NA NA 453 100%
conferences, general results and other corporate Female 37 NA NA 37 100% 27 NA NA 27 100%
meetings etc. actions and disclosures. Other than
Investors and No Emails, sms, ads, website, Regularly General updates, Business Permanent
other External newspaper Performance, and other Male 20 NA NA 20 100% 18 NA NA 18 100%
Channels Miscellaneous information Female 7 NA NA 7 100% 6 NA NA 6 100%
Vendors / No Email, phone, web portal, Daily, monthly Discussions around purchase
Suppliers meetings etc. strategies and supply/
operational issues
Reports
Statutory
FY 2022-23 FY 2021-22 8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Current Financial Year Previous Financial Year
Yes, the Company understands and values the importance of human rights and hence the human rights requirements
Category Equal to More than Equal to More than
Minimum Wage Minimum Wage Minimum Wage Minimum Wage
are a part of business agreements and contracts.
Total (A) Total (D)
No. (B) % (B /A) No. (C) % (C /A) No. (E) % (E /D) No. (F) % (F /D)
9. Assessments for the year:
Workers
% of plants and offices that were assessed (by company or statutory
Case Details
Permanent authorities or third parties)
Male 0 0 0% 0 0% 0 0 0% 0 0% Child labour 100%
Female 0 0 0% 0 0% 0 0 0% 0 0% Forced/involuntary labor 100%
Other than 385 322 84% 63 16 406 341 84% 65 16% Sexual harassment 100%
Permanent Discrimination at workplace 100%
Male 254 193 76% 61 24% 289 226 78% 63 22% Wages 100%
Female 131 128 98% 2 2% 117 115 98% 2 2% Others – please specify 100%
3. Details of remuneration/salary/wages, in the following format: 10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
Male Female the assessments at Question 9 above.
Median Median Not applicable, there were no significant risks/ concerns that needed corrective actions.
remuneration/ remuneration/
Number salary/ wages of Number salary/ wages of
respective category respective category PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
(p.a.) (p.a.)
Board of Directors (BoD) 6 2,40,000 1 2,05,000 Essential Indicators
Key Managerial Personnel 2 86,63,459 NA NA
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Employees other than BoD and KMP 430 8,17,922 37 16,67,498
FY 22-23 FY 21-22
Workers 0 0 0 0 Parameter
(Current Financial Year) (Previous Financial Year)
Total electricity consumption (A) - in Gigajoules (GJ) 4746 4728
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused Total fuel consumption (B) - in GJ 564 661
or contributed to by the business? (Yes/No)
Energy consumption through other sources NIL NIL
Yes, the Company has teams in places to address the human rights issues. The company has also established the POSH
Total energy consumption (A+B+C) - in GJ 5309 5389
Internal Complaints committee (ICC) to deal with sexual harassment cases reported by any worker or employee.
Energy intensity per rupee of turnover (Total energy consumption/turnover 566 623
in rupees) - in Joules/INR
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Guidance on human rights related issues is covered as a part of BCCL’s Code of Conduct. The Company has a Whistle
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
Blower Policy that allows and encourages its stakeholders to raise concerns about violations against the Code of
If yes, name of the external agency – No
Conduct. Any concerns reported are addressed by appropriate teams. Additionally, the Company has also established
Internal Complaints Committee (ICC) under the provisions of POSH Act for dealing with any complaint or issues with
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve
respect to sexual harassment.
and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme
have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
6. Number of Complaints on the following made by employees and workers:
FY 2022-23 FY 2021-22 The entity as of now does not have any sites or facilities identified as designated consumers (DCs) under the Performance,
Current Financial Year Previous Financial Year Achieve and Trade (PAT) scheme of the Government of India.
Category
Filed during Pending resolution Filed during Pending resolution
Remarks Remarks
the year at the end of year the year at the end of year 3. Provide details of the following disclosures related to water, in the following form
Sexual 1 0 Action Taken 0 0 N.A. FY 22-23 FY 21-22
Parameter
Harassment (Current Financial Year) (Previous Financial Year)
Discrimination 0 0 N.A. 0 0 N.A. Water withdrawal by source (in kilolitres)

at workplace (i) Surface water NIL NIL
Child Labour 0 0 N.A. 0 0 N.A. (ii) Groundwater (KL) 7624 10711
Forced Labour 0 0 N.A. 0 0 N.A. (iii) Third party water 4 0
/ Involuntary (iv) Seawater / desalinated water NIL NIL
Labour (v) Others 9.36 0
Wages 0 0 N.A. 0 0 N.A. Total volume of water withdrawal(in kilolitres) (i + ii + iii + iv + v) 7637 10711
Other human 0 0 N.A. 0 0 N.A. Total volume of water consumption (in kilolitres) 7637 10711
Rights related
Water intensity per rupee of turnover (Water consumed / turnover) (KL/ 0.000814 0.00124
issues
Rupee)
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
Company policies ensure that the complete confidentiality of the complainants is maintained at all times to prevent any If yes, name of the external agency – No.
adverse consequences to the complainants.
Reports
Statutory
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and Parameter FY (Current Financial Year) FY (Previous Financial Year)
implementation. For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations
BCCL understands the criticality of water and we are working towards integrating water neutrality in our operations. (in metric tonnes)
The Company is taking initiatives towards being a Zero Liquid Discharge Operations in the near future. We have already Category of waste
reduced water consumption by 39% in FY 2022-23 in our plants and such initiatives can further reduce water consumption (i) Recycled 417.27 616.01
and lead towards water stewardship.
(ii) Re-used NIL NIL
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format: (iii) Other recovery operations NIL NIL
Total 417.27 616.01
Parameter Please specify unit FY (Current Financial Year) FY (Previous Financial Year)
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
NOx g/Kw-hr 0.338 0.361
Category of waste
Sox mg/Nm³ Not detected Not detected
(i) Incineration Nil Nil
Particulate matter (PM) g/KW-hr 0.018 0.011
(ii) Landfilling Nil Nil
Persistent organic Pollutants (POP) -hydrocarbon g/KW-hr Not detected 0.02%
(iii) Other disposal operations 93.29 79.08
Volatile organic Compounds (VOC) - carbon monoxide g/Kw-hr 0.287 0.465
Total 93.29 79.08
Hazardous air Pollutants (HAP) NIL NIL
Others – please specify NIL NIL
If yes, name of the external agency. - No
If yes, name of the external agency – No 9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by
your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: adopted to manage such wastes.
Parameter Unit FY (Current Financial Year) FY (Previous Financial Year) We understand the impact of waste and toxins is detrimental to our surroundings and are taking all necessary steps to
Total Scope 1 emissions (Break-up of the GHG into CO2, Metric tonnes of 42.14 49.39 manage waste. Our company does not use hazardous or toxic chemicals in products or processes. Other than that we
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 equivalent dispose of the hazardous chemicals and other toxic wastes through -authorised vendors registered with the Pollution
Total Scope 2 emissions (Break-up of the GHG into CO2, Metric tonnes of 1067.74 1063.79 Control Board who further dispose of the waste as per government guidelines.
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 equivalent
Total Scope 1 and Scope 2 emissions per rupee of Gm/Rupee 0.12 0.13 10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
turnover biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental
approvals/clearances are required, please specify details in the following format:
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) None of our operations are in/around the ecologically sensitive areas for which environmental approvals/ clearances
If yes, name of the external agency. - No are required.
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details. 11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws,
Yes, the Company has undertaken various projects to ensure the reduction in greenhouse gas emissions. Currently, in the current financial year:
there is an ongoing project on an energy-efficient compressor to reduce energy consumption and accordingly bringing Not Applicable
down the carbon emission. Along with this the Company has done an auto changeover of EB and DG (Diesel Generators)
to reduce diesel consumption. The Company has further installed solar street lightings, taping machine and B checkup 12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
of compressor to further reduce the emissions. With the help of adequate planning, systems & processes, the company (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment Protection Act
ensures that the distance traveled per unit volume of Finished Goods is optimised on regular basis. and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
The Company is in compliance with all applicable environmental related legislations in force except the below one case:
8. Provide details related to waste management by the entity, in the following format
Parameter FY (Current Financial Year) FY (Previous Financial Year) Specify the law / regulation/ Any fines / penalties / action taken
Provide details of the
S. No. guidelines which was not by regulatory agencies such as Corrective action taken, if any
Total Waste generated (in metric tonnes) complied with
non‑compliance
pollution control boards or by courts
Plastic waste (A) 113.10 135.24
1 Central Ground Water Use of ground water at Nil An application for NOC has
E-waste (B) 0.162 0.032 Authority (CGWA) the Paonta Plant required already been filed with Central
Bio-medical waste (C) NIL NIL a No Objection Certificate Ground Water Authority.
Construction and demolition waste (D) NIL NIL (NOC) to be obtained from
Battery waste (E) NIL NIL the Authority.
Radioactive waste (F) NIL NIL
Other Hazardous waste. Please specify, if any. (G) 56.30 87.26
Other Non-hazardous waste generated (H). Please specify, if any. 341 473
(Break-up by composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) 511 695
Reports
Statutory
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner
manner that is responsible and transparent
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
1. a. Number of affiliations with trade and industry chambers/ associations.
BCCL has a well-established consumer complaint management cell called the “Voice of the Customer Cell”. The cell
The Company has affiliations with 5 trade and industry associations. addresses consumers’ feedback about their experiences, quality and expectations from products. Consumer complaints,
feedback and expectations of consumers to improve consumer satisfaction and loyalty on consumer needs, expectations,
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such understandings, and product improvement are recorded and responded to in a time-bound manner.
a body) the entity is a member of/ affiliated to.
Feedback is received via E-mails, Calls and SMSs from external customers as well as internal team members of
S. No. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/associations (State/National)
the Company and resolution is provided within a reasonable time frame.
1 Indian Society of Advertisers National
2 CII National 2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
3 Advertising Standards Council of India (ASCI) National As a percentage to total turnover
4 Indian Beauty & Hygiene Association National Environmental and social parameters relevant to the product 100%
5 Udaipur Chamber of Commerce State Safe and responsible usage
Recycling and/or safe disposal
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity,
based on adverse orders from regulatory authorities.
3. Number of consumer complaints in respect of the following:
Name of authority Brief of the case Corrective action is taken
FY’ 2023 FY’ 2022
There have been no issues of anti-competitive conduct levied against the Company during the reporting period. Received during Pending resolution Received during the Pending resolution
Remarks Remarks
the year at end of year year at end of year
Data privacy Nil Nil N.A. Nil Nil N.A.
PRINCIPLE 8 Businesses should promote inclusive growth and equitable development
Advertising Nil Nil N.A. Nil Nil N.A.
Essential Indicators Cyber-security Nil Nil N.A. Nil Nil N.A.
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, Delivery of Nil Nil N.A. Nil Nil N.A.
in the current financial year. essential
services
Whether conducted
Name and
by independent Results communicated in Restrictive Nil Nil N.A. Nil Nil N.A.
Brief of the SIA Notification No. Date of Notification Relevant web link
Project
external agency public domain (Yes/No) Trade Practices
(Yes/No)
Unfair Trade Nil Nil N.A. Nil Nil N.A.
The Company has not conducted Social Impact Assessments (SIA) of projects undertaken by the Company based on Practices
applicable laws, in the current financial year Others 64 Nil N.A. 92 Nil N.A.
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by
4. Details of instances of product recalls on account of safety issues:
your entity, in the following format:
Name of Number Reasons for recall
No. of Project
Project for
State District Affected Families % of PAFs covered by R&R
Amounts paid to Voluntary recalls Nil N.A.
which R&R is PAFs in the FY (K)
ongoing
(PAFs) Forced recalls Nil N.A.
Not Applicable
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available,
3. Describe the mechanisms to receive and redress grievances of the community. provide a web-link of the policy.
To redress grievances of the community our Company tries to understand the situation from the ground level through Yes. The Risk management committee has adopted a framework that monitors and reviews cyber security and data
frequent interaction with the community members or through periodical dialogue and stakeholder engagement activities. privacy risks that the Company could be exposed to. It also defines measurements for risk mitigation and identification
We focus on resolving problems through mutual understanding and dialogues. of risks in the systems and processes for internal controls.
The Company’s CSR implementing agency also communicates with Government officials of various departments such The Company also has a Cookies and Privacy Policy and is available on the Company website at
as agriculture, animal husbandry, irrigation, forest, MEDA and other relevant stakeholders etc. for collaboration of | https://www.bajajconsumercare.com/Cookies-&-Privacy-Policy.php
the developmental activities on regular basis. The Data Protection Policy of the Company can be accessed at https://www.bajajconsumercare.com/Data-Protection-
Policy.php
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2022-23 FY 2021-22 6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
Directly sourced from MSMEs/ small producers 31% 36% services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action
Sourced directly from within the district and neighboring districts 18% 20% taken by regulatory authorities on safety of products / services.
Nil. BCCL ensures to adhere to all the applicable rules and regulations.
Independent Auditors’ Report -
Statements
Financial
To the Members of Other Information Auditor’s Responsibilities for the Audit of the
Bajaj Consumer Care Limited The Company’s management and Board of Directors is Standalone Financial Statements
responsible for the other information. The other information Our objectives are to obtain reasonable assurance about
Report on the Audit of the Standalone Financial Act, 2013. Our responsibilities under those Standards are comprises the information included in the Company’s whether the standalone financial statements as a whole
Statements further described in the Auditor’s Responsibilities for the annual report, but does not include the standalone financial are free from material misstatement, whether due to fraud
Audit of the Standalone Financial Statements section of our statements and our auditor’s report thereon. or error, and to issue an auditor’s report that includes our
We have audited the standalone financial statements of Bajaj report. We are independent of the Company in accordance opinion. Reasonable assurance is a high level of assurance,
Consumer Care Limited (“the Company”), which comprise with the Code of Ethics issued by the Institute of Chartered Our opinion on the standalone financial statements does not but is not a guarantee that an audit conducted in accordance
the standalone balance sheet as at March 31, 2023, and the Accountants of India together with the ethical requirements cover the other information and we do not express any form with SAs will always detect a material misstatement
standalone statement of profit and loss (including other that are relevant to our audit of the standalone financial of assurance conclusion thereon. when it exists. Misstatements can arise from fraud or
comprehensive income), the standalone statement of changes statements under the provisions of the Companies Act, 2013 error and are considered material if, individually or in the
in equity and standalone statement of cash flows for the year and the Rules thereunder, and we have fulfilled our other In connection with our audit of the standalone financial aggregate, they could reasonably be expected to influence
then ended, and notes to the standalone financial statements, ethical responsibilities in accordance with these requirements statements, our responsibility is to read the other information the economic decisions of users taken on the basis of these
including a summary of significant accounting policies and and the Code of Ethics. We believe that the audit evidence we and, in doing so, consider whether the other information financial statements.
other explanatory information (Collectively referred to as have obtained is sufficient and appropriate to provide a basis is materially inconsistent with the standalone financial
‘standalone financial statements’). for our opinion on the standalone financial statements. statements or our knowledge obtained in the audit or As part of an audit in accordance with Standards on Auditing
otherwise appears to be materially misstated. If, based on the (‘SAs’), we exercise professional judgment and maintain
In our opinion and to the best of our information and according Key Audit Matters work we have performed, we conclude that there is a material professional skepticism throughout the audit. We also:
to the explanations given to us, the aforesaid standalone Key audit matters are those matters that, in our professional misstatement of this other information, we are required to
financial statements give the information required by the judgment, were of most significance in our audit of the report that fact. We have nothing to report in this regard. • Identify and assess the risks of material misstatement
Companies Act, 2013 in the manner so required and give a standalone financial statements of the current period. These of the standalone financial statements, whether due to
true and fair view in conformity with the accounting principles matters were addressed in the context of our audit of the Responsibilities of Management and Those fraud or error, design and perform audit procedures
generally accepted in India, of the state of affairs (financial standalone financial statements as a whole, and in forming Charged with Governance for the Standalone responsive to those risks, and obtain audit evidence
position) of the Company as at March 31, 2023, and its profit our opinion thereon, and we do not provide a separate opinion Financial Statements that is sufficient and appropriate to provide a basis
(financial performance including other comprehensive on these matters. for our opinion. The risk of not detecting a material
The Company’s management and Board of Directors are
income), changes in equity and its cash flows for the year misstatement resulting from fraud is higher than for
responsible for the matters stated in section 134(5) of the
ended on that date. We have determined the matters described below to the key one resulting from error, as fraud may involve collusion,
Companies Act, 2013 (“the Act”) with respect to the preparation
audit matters to be communicated in our report. of these standalone financial statements that give a true and forgery, intentional omissions, misrepresentations, or
Basis for Opinion fair view of the financial position, financial performance the override of internal control
We conducted our audit in accordance with the Standards on (including other comprehensive income), changes in equity
Auditing (SAs) specified under section 143(10) of the Companies • Obtain an understanding of internal control relevant to
and cash flows of the Company in accordance with the
the audit in order to design audit procedures that are
accounting principles generally accepted in India, including
appropriate in the circumstances. Under section 143(3)
Key Audit Matter Auditor’s Response the Indian Accounting Standards (‘Ind AS’) specified under
(i) of the Act, we are also responsible for expressing our
section 133 of the Act. This responsibility also includes
Revenue Recognition Our key procedures included, but not limited to, the following: opinion on whether the company has adequate internal
maintenance of adequate accounting records in accordance
The Revenues of the Company consists primarily of (a) Assessed the appropriateness of the Company’s revenue recognition accounting financial controls with reference to financial statements
with the provisions of the Act for safeguarding of the assets
sale of products and is recognized when control of policies, including those relating to rebates and trade discounts by comparing with in place and the operating effectiveness of such controls
products being sold is transferred to customer and of the Company and for preventing and detecting frauds and
the applicable accounting standards
there is no unfulfilled obligation other irregularities; selection and application of appropriate • Evaluate the appropriateness of accounting policies
(b) Tested the design and operating effectiveness of the general IT control environment accounting policies; making judgments and estimates that used and the reasonableness of accounting estimates
Revenue is measured at fair value of the and the manual controls for recognition of revenue, calculation of discounts and are reasonable and prudent; and design, implementation and related disclosures made by management.
consideration received or receivable and is rebates
accounted for net of rebates and trade discounts and maintenance of adequate internal financial controls,
(c) Performed test of details: that were operating effectively for ensuring the accuracy • Conclude on the appropriateness of management’s use of
The estimation of discounts, incentives and rebates and completeness of the accounting records, relevant to the going concern basis of accounting and, based on the
related to sales made during the year, is material, i. Tested, on a sample basis, sales transactions to the underlying supporting which
includes tax invoice, eway bill, goods dispatch notes and shipping documents
the preparation and presentation of the standalone financial audit evidence obtained, whether a material uncertainty
complex and subject to judgments.
statements that give a true and fair view and are free from exists related to events or conditions that may cast
The complexity mainly relates to various discounts, ii. Reviewed, on a sample basis, sales agreements and the underlying contractual material misstatement, whether due to fraud or error. significant doubt on the Company’s ability to continue
incentives and scheme offers, diverse range terms related to delivery of goods and rebates to assess the Company’s revenue as a going concern. If we conclude that a material
of market presence and complex contractual recognition policies with reference to the requirements of the applicable
accounting standards;
In preparing the standalone financial statements, management uncertainty exists, we are required to draw attention
agreements/ commercial terms across those
markets. and Board of Directors are responsible for assessing the in our auditor’s report to the related disclosures in the
iii. Assessed the Company’s process for recording of the accruals for discounts and Company’s ability to continue as a going concern, disclosing, standalone financial statements or, if such disclosures
Therefore, there is a risk of revenue being misstated rebates as at the year-end for the prevailing incentive schemes as applicable, matters related to going concern and using are inadequate, to modify our opinion. Our conclusions
as a result of inaccurate estimates of discounts and
iv. Tested on a sample basis, discounts and rebates recorded during the year to the the going concern basis of accounting unless the Board of are based on the audit evidence obtained up to the
rebates.
relevant approvals and supporting documentation which includes assessing the Directors either intends to liquidate the Company or to cease date of our auditor’s report. However, future events or
The Company also focuses on revenue as a key terms and conditions defined in the prevalent schemes and customer contracts; operations, or has no realistic alternative but to do so. conditions may cause the Company to cease to continue
performance measure, which could create an as a going concern.
(d) Compared the discount, incentives and rebates of the current year with the prior
incentive for overstating revenue by influencing the
year for variance/trend analysis and where relevant, conducted further inquiries Those Board of Directors are also responsible for overseeing
computation of rebates and discounts • Evaluate the overall presentation, structure and content
and testing to corroborate the variances by considering both internal and external the Company’s financial reporting process.
Considering the materiality of amounts involved, benchmarks, overlaying our understanding of industry practices and recent changes of the standalone financial statements, including the
significant judgements related to estimation in economic environment; and disclosures, and whether the financial statements
of rebates and discounts, the same has been represent the underlying transactions and events in a
(e) Assessed the appropriateness of the Company’s description of the accounting policy,
considered as a key audit matter manner that achieves fair presentation.
disclosures related to discounts, incentives and rebates and whether these are
adequately presented in the standalone financial statements.
Independent Auditors’ Report (Contd.) Independent Auditors’ Report (Contd.) -
Statements
Financial
We communicate with those charged with governance e. On the basis of the written representations received guarantee, security or the like on behalf of the v. The dividend declared or paid during the year
regarding, among other matters, the planned scope from the directors as on March 31, 2023 taken Ultimate Beneficiaries; by the Company is in compliance with section
and timing of the audit and significant audit findings, on record by the Board of Directors, none of the 123 of the Companies Act, 2013.
including any significant deficiencies in internal control directors is disqualified as on March 31, 2023 from (b) The Management has represented, that, to
that we identify during our audit. being appointed as a director in terms of Section the best of its knowledge and belief, no funds vi. Proviso to Rule 3(1) of the Companies
164(2) of the Act. (which are material either individually or (Accounts) Rules, 2014 for maintaining books
We also provide those charged with governance with in the aggregate) have been received by the of account using accounting software which
a statement that we have complied with relevant f. With respect to the adequacy of the internal Company from any person or entity, including has a feature of recording audit trail (edit log)
ethical requirements regarding independence, and to financial controls with reference to financial foreign entity (“Funding Parties”), with the facility is applicable to the Company with effect
communicate with them all relationships and other statements of the Company and the operating understanding, whether recorded in writing from April 1, 2023, and accordingly, reporting
matters that may reasonably be thought to bear on our effectiveness of such controls, refer to our separate or otherwise, that the Company shall, whether, under Rule 11(g) of Companies (Audit and
independence, and where applicable, related safeguards. Report in “Annexure B”. Our report expresses an directly or indirectly, lend or invest in other Auditors) Rules, 2014 is not applicable for the
unmodified opinion on the adequacy and operating persons or entities identified in any manner financial year ended March 31, 2023.
From the matters communicated with those charged effectiveness of the Company’s internal financial whatsoever by or on behalf of the Funding
with governance, we determine those matters that controls over financial reporting. Party (“Ultimate Beneficiaries”) or provide any For Chopra Vimal & Co.
were of most significance in the audit of the standalone guarantee, security or the like on behalf of the Chartered Accountants
financial statements of the current period and are g. With respect to the matter to be included in the Ultimate Beneficiaries; Firm Registration No. 006456C
therefore the key audit matters. We describe these Auditors’ Report under Section 197(16) of the Act:
matters in our auditor’s report unless law or regulation (c) Based on the audit procedures that have been Vimal Chopra
precludes public disclosure about the matter or when, In our opinion and according to the information and considered reasonable and appropriate in
explanations given to us, the remuneration paid by Partner
in extremely rare circumstances, we determine that the circumstances, nothing has come to our
the Company to its directors during the current Membership No: 074056
a matter should not be communicated in our report notice that has causes us to believe that the
year is in accordance with the provisions of Section UDIN: 23074056BGZEHY7564
because the adverse consequences of doing so would representations under sub-clause (i) and (ii) of
reasonably be expected to outweigh the public interest 197 of the Act. Rule 11(e), as provided under (a) and (b) above,
Place: Mumbai
benefits of such communication. contain any material misstatement.
h. With respect to the other matters to be included in Date: May 3, 2023
Other Matter the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
The standalone financial statements of the Company for the
as amended, in our opinion and to the best of our
year ended March 31, 2022, were audited by another auditor
information and according to the explanations given
who expressed an unmodified opinion on those statements
to us:
on May 6, 2022.
i. The Company has disclosed the impact of
Repor t on Other Legal and Regulator y pending litigations on its financial position in
Requirements its financial statements – Refer note 22 to the
1. As required by the Companies (Auditor’s Report) Order, standalone financial statements.
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of ii. The Company did not have any long-term
the Act, we give in the “Annexure A” a statement on the contracts including derivative contracts
matters specified in paragraphs 3 and 4 of the Order, to for w hich there were any mater ial
the extent applicable. foreseeable losses.
2. As required by Section 143(3) of the Act, we report that: iii. There has been no delay in transferring
amounts, required to be transferred, to the
a. We have sought and obtained all the information and Investor Education and Protection Fund by
explanations which to the best of our knowledge the Company.
and belief were necessary for the purposes of
our audit. iv.
b. In our opinion, proper books of account as required (a) The management has represented that, to
by law have been kept by the Company so far as it the best of its knowledge and belief, no funds
appears from our examination of those books. (which are material either individually or in
the aggregate) have been advanced or loaned
c. The Standalone Balance Sheet, the Standalone or invested (either from borrowed funds or
Statement of Profit and Loss (including other share premium or any other sources or kind
comprehensive income), the Standalone Statement of funds) by the Company to or in any other
of Changes in Equity and the Standalone Cash person or entity, including foreign entity
Flow Statement dealt with by this Report are in (“Intermediaries”), with the understanding,
agreement with the books of account. whether recorded in writing or otherwise,
that the Intermediar y shall, whether,
d. In our opinion, the aforesaid standalone financial
directly or indirectly lend or invest in other
statements comply with the Indian Accounting
persons or entities identified in any manner
Standards prescribed under Section 133 of the Act
whatsoever by or on behalf of the Company
read with Companies (Indian Accounting Standard)
(“Ultimate Beneficiaries”) or provide any
Rules 2016 (as amended).
Annexure ‘A’ Annexure ‘A’ (Contd.) -
Statements
Financial
Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report
of even date
To the best of our information and according to the in agreement with the books of account of (b) According to the information and explanations given to us, there are no dues as referred in sub clause (a) which
explanations provided to us by the Company and the books the Company. have not been deposited with the appropriate authorities on account of any dispute except as shown below:
of account and records examined by us in the normal course Amount deposited Period to which
of audit, we state that: (iii) The Company has made investments in subsidiary Name of the Act Nature of dues
Amount demanded
under disputes the amount relates
Forum where dispute
companies during the year, further: (` in lacs) is pending
(` in lacs) (Financial year)
(i) In respect of Company’s property, plant and equipment The Uttar Pradesh Value 24.66 4.93 2012-13
(a) The Company has not provided any loans or advances
and intangible assets: Added Tax Act, 2008 30.21 7.55 2013-14 Additional
in the nature of loans or stood guarantee, or provided
Commissioner
(a) (A) The Company has maintained proper records security to any other entity during the year, and VAT 58.09 11.62 2014-15
Appeal – Uttar
showing full particulars, including quantitative hence reporting under clause 3(iii)(a) of the Order is 33.63 8.41 2015-16 Pradesh
detail s and situation of Proper t y, Plant not applicable.
33.84 10.15 2016-17
and Equipment.
(b) In our opinion, the investments made during the year in The Uttarakhand Value 12.20 3.05 2011-12
subsidiary companies are, prima facie, not prejudicial to Added Tax Act, 2005 Jt. Commissioner
(B) The Company has maintained proper records 38.45 11.53 2012-13
the Company’s interest. VAT Appeal -
showing full particulars of intangible assets. 30.52 9.16 2013-14 Uttarakhand
(c) The Company has not granted any loans or advance in 33.90 10.17 2014-15
(b) The Company has a program of physical verification
of Property, Plant and Equipment so to cover all the the nature of loans during the year therefore reporting The Punjab Value Added Tax 4.47 1.12 2016-17 Commissioner
VAT
assets once every three years which, in our opinion, is of clause 3(iii)(c) to 3(iii)(f) of the Order are not applicable Act, 2005 Appeal - Punjab
reasonable having regard to the size of the Company to the Company hence not commented upon. Bihar Value Added Tax, 2005 5.57 - 2016-17
and the nature of its assets. Pursuant to the program, 3.62 - 2016-17 Commissioner
(iv) In our opinion and according to the information and VAT
certain Property, Plant and Equipment were due for 6.83 - 2014-15 Appeal - Bihar
explanations given to us, the Company has not advanced
verification during the year and were physically verified
loans to directors / to a company in which the director is 14.17 14.17 2014-15
by the Management during the year. According to the
interested to which provisions of section 185 of the Act Jharkhand Value Added Tax 5.16 1.03 2012-13 Commissioner
information and explanations given to us, no material
apply and hence not commented upon. In our opinion and Act, 2005 Appeal -
discrepancies were noticed on such verification. VAT 3.96 0.79 2011-12
according to the information and explanations given to Commercial Tax
us, provisions of section 186 of the Act in respect of loans 5.77 1.15 2010-11 Jharkhand
(c) Based on our examination of the registered title deed
/ sale deed / transfer deed provided to us, we report and advances given, investments made and, guarantees, The West Bengal Value 4.34 4.34 2015-16 High Court
and securities given have been complied with by the VAT
that, the title deeds of all immovable properties (other Added Tax Act, 2003 (Calcutta)
than properties where the company is the lessee and Company to the extent applicable to it. Central Sales Tax Act, 1956 7.39 1.85 2012-13 Commissioner
the lease agreements are duly executed in favour of the CST
(v) The company has not accepted any deposit from the 1.15 - 2013-14 Appeal (Assam)
lessee), disclosed in the financial statements included
public or amount which are deemed to be deposits within Uttar Pradesh Goods and 0.47 - 2020-21 Commission -
under Property, Plant and Equipment are held in the GST
the meaning of section 73 to 76 of the Act and the rules Service Tax Act, 2017 Appeal
name of the Company as at the balance sheet date.
framed thereunder. Therefore, the provision of clause
(d) The Company has not revalued any of its Property, Plant 3(v) of the Order is not applicable to the Company. (viii) There were no transactions relating to previously (f) The Company has not raised any loan during the
and Equipment and intangible assets during the year. unrecorded income that have been surrendered year on pledge of securities held in its subsidiaries
(vi) To the best of our knowledge and as explained, Central or disclosed as income during the year in the tax and hence reporting on clause 3(ix)(f) of the Order
(e) To the best of our knowledge and according to the Government has not prescribed the maintenance of assessments under the Income Tax Act, 1961 (43 of 1961). is not applicable.
information and explanations given to us, no proceedings cost records under sub-section (1) of section 148 of the
have been initiated during the year or are pending Companies Act, 2013, for the products of the Company. (ix) Based on our audit procedures performed, according to (x) (a) The Company has not raised any moneys by way of
against the Company as at March 31, 2023 for holding Therefore, in our opinion, the provisions of clause 3(vi) information and explanations given by the management initial public offer or further public offer (including
any benami property under the Benami Transactions of the Order are not applicable to the Company. and on an overall examination of financial statements of debt instruments) during the year. Accordingly,
(Prohibition) Act, 1988 (as amended in 2016) and rules the Company, we are of the opinion that: clause 3(x)(a) of the Order is not applicable. Further
(vii) (a) According to records of the Company, the Company we report that the monies raised by way of initial
made thereunder, hence reporting of clause 3(i)(e) of the
has been regular in depositing with appropriate (a) the Company has not defaulted in repayment of public offer in earlier period was applied fully in
Order is not applicable to the Company.
authorities undisputed statutory dues including loans and in payment of interest to banks. earlier period for the purposes for which those
(ii) (a) The Inventories of finished goods, stores, spare part Goods and service tax, Provident Fund, Employees’ were raised.
State Insurance, Income-tax, Sales-tax, Service- (b) the Company has not been declared wilful defaulter
and raw materials have been physically verified
tax, Custom Duty, Excise Duty, Value Added by any bank or financial institution or government (b) During the year, the Company has not made any
by the management. In our opinion the frequency
tax, Cess and other statutory dues to the extent or any government authority. preferential allotment or private placement of
of verification is reasonable and coverage and
procedure of such verification by the management applicable to it. shares or convertible debentures (fully or partly or
(c) the Company has not taken any term loan during
is appropriate. On the basis of our examination of optionally) and hence reporting under clause 3(x)
According to the information and explanations given the year and there are no outstanding term loans
the records of inventory, we are of the opinion that (b) of the Order is not applicable.
to us, no undisputed amounts payable in respect of at the beginning of the year and hence, reporting
the discrepancies noticed on verification between under clause 3(ix)(c) of the Order is not applicable.
Goods and Service tax, Provident Fund, Employees’ (xi) (a) Based upon the audit procedures performed
the physical stocks and book records were not
State Insurance, Income-tax, Service tax, Sales- for the purpose of reporting the true and fair
material and not exceeding 10% in aggregate for (d) funds raised on short-term basis have, prima
tax, Customs Duty, Excise Duty, Value Added tax, view of the financial statements and according
each class of inventory and have been properly facie, not been used during the year for long-term
Cess and other material statutory dues were to the information and explanations given by
dealt with in the books of accounts. purposes by the Company.
outstanding, at the year end, for a period of more the management, we report that no fraud by the
(b) According to records of the Company, the quarterly than six months from the date they became payable. (e) the Company has not taken any funds from any entity Company and no material fraud on the Company
returns or statements filed by the Company or person on account of or to meet the obligations has been noticed or reported during the year.
with such banks and financial institutions are of its subsidiaries.
Annexure ‘A’ (Contd.) Annexure ‘B’ -
Statements
Financial
Annexure to the independent auditor’s report of even date on the Standalone Financial Statements of Bajaj Consumer
Care Limited
(b) No report under sub-section (12) of section 143 of 2016) named Bajaj Resources Private Limited which Report on the Internal Financial Controls under Clause (i) the risk that a material weakness exists, and testing and
the Companies Act has been filed in Form ADT-4 as is a promoter company and holding more than 20% of Sub-section 3 of Section 143 of the Companies Act, 2013 evaluating the design and operating effectiveness of internal
prescribed under rule 13 of Companies (Audit and equity share capital of the Company. (“the Act”) control based on the assessed risk. The procedures selected
Auditors) Rules, 2014 with the Central Government, depend on the auditor’s Judgment, including the assessment
during the year and upto the date of this report. (xvii) The Company has not incurred cash losses during the of the risks of material misstatement of the standalone
Opinion
financial year covered by our audit and the immediately financial statements, whether due to fraud or error.
(c) We have taken into consideration the whistle preceding financial year. We have audited the internal financial controls with reference
blower complaints received by the Company during to financial statements of Bajaj Consumer Care Limited (“the
We believe that the audit evidence we have obtained is
the year (and upto the date of this report), while (xviii) There has been no resignation of the statutory Company”) as of March 31, 2023 in conjunction with our audit
sufficient and appropriate to provide a basis for our audit
determining the nature, timing and extent of our auditors during the year and accordingly this clause is of the standalone financial statements of the Company for the
opinion on the Company’s internal financial controls with
audit procedures. not applicable. year ended on that date.
reference to financial statements.
(xii) The Company is not a Nidhi Company and hence reporting (xix) On the basis of the financial ratios, ageing and expected In our opinion, the Company has, in all material respects, an
dates of realisation of financial assets and payment of adequate internal financial controls system with reference
Meaning of Internal Financial Controls with
under clause (xii) of the Order is not applicable.
financial liabilities, other information accompanying the to financial statements and such internal financial controls
reference to Financial Statements
(xiii) Based on our audit procedures performed for the financial statements and our knowledge of the Board were operating effectively as on March 31, 2023, based on A company's internal financial control with reference to
purpose of reporting the true and fair view of the of Directors and Management plans and based on our the internal financial control with reference to financial financial statements is a process designed to provide
financial statements and according to the information examination of the evidence supporting the assumptions, statements criteria established by the Company considering reasonable assurance regarding the reliability of financial
and explanations given by the management, transactions nothing has come to our attention, which causes us to the essential components of internal control stated in the reporting and the preparation of financial statements for
with the related parties are in compliance with section believe that any material uncertainty exists as on the Guidance Note on Audit of Internal Financial Controls Over external purposes in accordance with generally accepted
177 and 188 of Act, where applicable and the details date of the audit report indicating that Company is not Financial Reporting issued by the Institute of Chartered accounting principles. A company's internal financial control
have been disclosed in the notes to the standalone capable of meeting its liabilities existing at the date of Accountants of India (“the Guidance Note”). with reference to financial statements includes those policies
financial statements, as required by the applicable balance sheet as and when they fall due within a period of and procedures that (1) pertain to the maintenance of records
accounting standards. one year from the balance sheet date. We, however, state Management’s Responsibility for Internal that, in reasonable detail, accurately and fairly reflect the
that this is not an assurance as to the future viability Financial Controls transactions and dispositions of the assets of the company;
(xiv)(a) In our opinion the Company has an adequate of the Company. We further state that our reporting is (2) provide reasonable assurance that transactions are
internal audit system commensurate with the size The Company’s management and Board of Directors are
based on the facts up to the date of the audit report and recorded as necessary to permit preparation of financial
and the nature of its business. responsible for establishing and maintaining internal
we neither give any guarantee nor any assurance that all statements in accordance with generally accepted accounting
financial controls based on the internal financial controls with
liabilities falling due within a period of one year from the principles, and that receipts and expenditures of the company
(b) We have considered, the internal audit reports for reference to financial statements criteria established by the
balance sheet date, will get discharged by the Company are being made only in accordance with authorisations of
the year under audit, issued to the Company during Company considering the essential components of internal
as and when they fall due. management and directors of the company; and (3) provide
the year and till date, in determining the nature, control stated in the Guidance Note. These responsibilities
reasonable assurance regarding prevention or timely
timing and extent of our audit procedures. (xx) In our opinion and according to the information and include the design, implementation and maintenance of
detection of unauthorised acquisition, use, or disposition of
explanations given to us, there is no unspent amount adequate internal financial controls that were operating
(xv) Based on our audit procedures performed for the the company's assets that could have a material effect on the
under sub-section (5) of Section 135 of the Companies effectively for ensuring the orderly and efficient conduct of
purpose of reporting the true and fair view of the financial financial statements.
Act, 2013 pursuant to any project. Accordingly, clauses its business, including adherence to Company’s policies, the
statements and according to the information and safeguarding of its assets, the prevention and detection of
3(xx)(a) and 3(xx)(b) of the Order are not applicable. Inherent Limitations of Internal Financial Controls
explanations given by the management, the Company frauds and errors, the accuracy and completeness of the
has not entered into any non-cash transactions with For Chopra Vimal & Co. accounting records, and the timely preparation of reliable
with reference to Financial Statements
directors or persons connected with its directors and financial information, as required under the Act. Because of the inherent limitations of internal financial
hence provisions of section 192 of the Companies Act, controls with reference to financial statements, including the
Firm Registration No. 006456C
2013 are not applicable to the Company. Auditors’ Responsibility possibility of collusion or improper management override
of controls, material misstatements due to error or fraud
(xvi)(a) In our opinion, the Company is not required to be Vimal Chopra Our responsibility is to express an opinion on the Company's
may occur and not be detected. Also, projections of any
registered under section 45-IA of the Reserve Bank Partner internal financial controls with reference to financial
evaluation of the internal financial controls with reference to
of India Act, 1934. Hence, reporting under clause Membership No: 074056 statements based on our audit. We conducted our audit
financial statements to future periods are subject to the risk
3(xvi)(a), (b) and (c) of the Order is not applicable. UDIN: 23074056BGZEHY7564 in accordance with the Guidance Note and the Standards
that the internal financial control with reference to financial
on Auditing, issued by ICAI and deemed to be prescribed
statements may become inadequate because of changes in
(b) In our opinion, there is one core investment Place: Mumbai under section 143(10) of the Act, to the extent applicable
conditions, or that the degree of compliance with the policies
company within the Group (as defined in the Core Date: May 3, 2023 to an audit of internal financial controls with reference to
or procedures may deteriorate.
Investment Companies (Reserve Bank) Directions, financial statements. Those Standards and the Guidance
Note require that we comply with ethical requirements and
For Chopra Vimal & Co.
plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls with Chartered Accountants
reference to financial statements was established and Firm Registration No. 006456C
maintained and whether such controls operated effectively
in all material respects. Vimal Chopra
Partner
Our audit involves performing procedures to obtain audit Membership No: 074056
evidence about the adequacy of the internal financial controls UDIN: 23074056BGZEHY7564
with reference to financial statements and their operating
effectiveness. Our audit of internal financial controls with Place: Mumbai
reference to financial statements included obtaining an Date: May 3, 2023
understanding of such internal financial controls, assessing
Standalone Balance Sheet Standalone Statement of Profit and Loss -
Statements
Financial
as at March 31, 2023 for the year ended March 31, 2023
` in lakh ` in lakh
As at As at
Particulars Note No. For the Year ended For the Year ended
March 31, 2023 March 31, 2022 Particulars Note No.
March 31, 2023 March 31, 2022
ASSETS
Non-Current Assets I. Revenue from Operations 23 94,993.29 87,837.40
(a) Property, Plant & Equipment 3 4,583.17 4,517.09 II. Other Income 24 3,709.02 3,856.31
(b) Capital Work-in-Progress 4 136.45 136.45 III. Total Revenue (I + II) 98,702.31 91,693.71
(c) Other Intangible Assets 5 63.07 122.25
IV. Expenses
(d) Right-of-use asset 6 881.87 -
(e) Financial Assets 1. Cost of Materials Consumed 25 25,248.20 24,539.47
(i) Investments 7 16,655.43 15,931.23 2. Purchase of Stock in Trade 18,225.56 13,182.88
(ii) Others 8 386.93 440.20
3. Changes in Inventories of Finished Goods, Stock in Trade and Work-in- 26 264.34 (744.28)
(f) Other Non-Current Assets 9 34.20 13.65 Progress
22,741.12 21,160.87
Current Assets 4. Employee Benefits Expense 27 8,670.55 8,652.11
(a) Inventories 10 4,956.33 5,536.54 5. Finance Costs 28 92.13 98.34
(b) Financial Assets 6. Depreciation and Amortisation 29 809.31 463.39
(i) Investments 7 57,503.97 61,163.93
7. Other Expenses 30 28,443.79 24,352.81
(ii) Trade Receivables 11 3,081.20 2,003.35
(iii) Cash and Cash Equivalents 12 867.90 952.37 Total Expenses 81,753.88 70,544.72
(iv) Bank Balances other than (iii) above 13 517.72 293.44 V. Profit before Tax (III – IV) 16,948.43 21,148.99
(v) Others 8 1.14 92.48
VI. Tax expense:
(c) Current tax assets (net) 14 12.08 4.17
(d) Other Current Assets 9 5,282.65 4,325.21 1. Current Tax 14 2,961.23 3,695.15
72,222.99 74,371.49 2. Tax expenses of earlier year 14 5.66 -
TOTAL ASSETS 94,964.11 95,532.36 3. Deferred Tax 14 - -
EQUITY AND LIABILITIES
2,966.89 3,695.15
EQUITY
(a) Equity Share Capital 15 1,426.42 1,475.40 VII. Profit for the period (V – VI) 13,981.54 17,453.84
(b) Other Equity 16 80,659.89 82,442.24 VIII. Other Comprehensive Income
82,086.31 83,917.64
Items that will not be reclassified to Statement of Profit and Loss
LIABILITIES
Non-Current Liabilities - Remeasurement gains/(losses) on Defined Benefit Plans 33 22.66 45.70
(a) Financial Liabilities - Income tax effect 33 (3.96) (7.98)
(i) Lease Liabilities 20 610.75 - Total Other Comprehensive Income (VIII) 18.70 37.72
(b) Provisions for Employee Benefit 21 379.74 367.26
990.49 367.26 IX. Total Comprehensive Income for the period (VII + VIII) 14,000.24 17,491.56
Current Liabilities X. Earnings per Equity Share:
(a) Financial Liabilities 1. Basic 34 9.52 11.83
(i) Lease Liabilities 20 317.65 -
2. Diluted 9.51 11.82
(ii) Trade Payables
(a) Total outstanding dues of micro and small enterprises 17 350.14 213.83 Significant Accounting Policies
(b) Total outstanding dues of creditors other than micro and small 17 4,128.56 4,320.37 The accompanying notes are an integral part of the standalone financial statements. 1&2
enterprises
(iii) Other Financial Liabilities 18 5,811.25 5,474.13 As per our report of even date
(b) Other Current Liabilities 19 1,082.56 1,077.93 For Chopra Vimal & Co. For and on behalf of the Board
(c) Provisions for Employee Benefit 21 177.38 161.20 Chartered Accountants
(d) Current Tax Liabilities (net) 14 19.77 - Firm's Registration No.: 006456C
11,887.31 11,247.46
Vimal Chopra Kushagra Bajaj Jaideep Nandi Aditya Vikram Somani
TOTAL EQUITY AND LIABILITIES 94,964.11 95,532.36 Partner Chairman Managing Director Director
Significant Accounting Policies 1&2 M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286
The accompanying notes are an integral part of the standalone financial statements.
Dilip Cherian D. K. Maloo Vivek Mishra
As per our report of even date Director Chief Financial Officer Company Secretary
For Chopra Vimal & Co. For and on behalf of the Board DIN 00322763 M. No. A21901
Firm's Registration No.: 006456C Place: Mumbai Place: Mumbai
Date: May 3, 2023 Date: May 3, 2023
Partner Chairman Managing Director Director
M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286

Director Chief Financial Officer Company Secretary
DIN 00322763 M. No. A21901
Place: Mumbai Place: Mumbai

Standalone Statement of Changes in Equity Standalone Statement of Cash Flow -
Statements
Financial
for the year ended March 31, 2023 for the Year Ended March 31, 2023
(A) EQUITY SHARE CAPITAL ` in lakh

For the Year ended For the Year ended
Particulars Nos. in lakhs ` in lakh Particulars
March 31, 2023 March 31, 2022
Equity Shares of ` 1 each Issued, Subscribed and Fully Paid up A. Cash Flow from Operating Activities
As at April 1, 2021 1,475.40 1,475.40 Profit before tax 16,948.43 21,148.99
Adjustments for:
Change in Equity Share Capital during the year - -
Depreciation and amortisation 809.31 463.39
As at March 31, 2022 1,475.40 1,475.40 Share based payment expenses 82.13 82.33
Change in Equity Share Capital during the year (Refer Note 15) (48.98) (48.98) Expected credit loss (1.14) 32.35
Interest Income (3,777.20) (3,506.49)
As at March 31, 2023 1,426.42 1,426.42
Net (gain)/loss on current investments (99.31) (232.68)
Unrealised (gain)/loss on current investments 267.88 (31.35)
(B) OTHER EQUITY Net (gain)/loss on sale of property, plant and equipment 30.83 (1.29)
For the year ended March 31, 2023 Sundry credit balances written back (32.29) -
` in lakh Rent Received (9.74) (46.75)
Reserves and Surplus Interest Expenses 84.45 87.50
Particulars Securities General Retained
Share option Capital Operating profit before working capital change 14,303.35 17,996.00
outstanding Redemption Total
Premium Reserves Earnings Movement for Working Capital
account Reserve
(Increase)/Decrease in Trade and Other Receivables (933.83) 454.85
As at April 1, 2022 29,632.12 6,561.44 46,072.93 175.75 - 82,442.24
Profit for the year - - 13,981.54 - - 13,981.54 (Increase)/Decrease in Inventories 580.21 (1,291.26)
Recognition of share based payment - - - 82.13 - 82.13 (Increase)/Decrease in Other Assets (975.81) 574.11
expenses (refer Note 49) Increase/(Decrease) in Trade and Other Payable 373.24 (1,142.57)
Utilised for buyback of equity shares (8,014.78) - - - - (8,014.78) Cash Generated from Operations 13,347.16 16,591.13
during the year (refer Note 15)
Transaction costs towards Buyback of (81.21) - - - - (81.21) Less: Direct taxes paid/deducted at source (2,958.99) (3,267.94)
equity shares (refer Note 15) Net Cash from Operating Activities (A) 10,388.17 13,323.19
Tax on buyback of equity shares (refer (1,867.12) - - - - (1,867.12)
Note 15) B. Cash Flow from Investing Activities
Amount transferred to capital (48.98) - - 48.98 -
Purchase of property, plant and equipment (592.15) (216.40)
redemption reserve upon Buyback
Purchase of intangible assets - (18.08)
Other Comprehensive Income (Note 33) - - 18.70 - - 18.70
Interest received 3,777.20 3,506.49
Total 19,669.01 6,512.46 60,073.17 257.88 48.98 86,561.50
Payment of Dividend - - (5,901.61) - - (5,901.61) Net Proceeds from sale/ (purchase) of current investments 3,491.39 (2,444.87)
As at March 31, 2023 19,669.01 6,512.46 54,171.56 257.88 48.98 80,659.89 Proceeds from sale of Property, plant and equipment 35.58 40.67
Bank Deposit with Original Maturity of more than 3 months (212.37) 8.29
Investment in subsidiary companies (724.20) (1,463.49)
For the year ended March 31, 2022
Rent received 9.74 46.75
` in lakh Net Cash from/ (Used in) Investing Activities (B) 5,785.19 (540.64)
Reserves and Surplus
C. Cash Flow from Financing Activities
Particulars Share option Capital
Securities General Retained
outstanding Redemption Total Current Borrowing availed /(repaid) net - (500.00)
Premium Reserves Earnings Buyback of equity shares including transaction cost and tax on buyback (10,015.04) -
account Reserve
As at April 1, 2021 29,632.12 6,561.44 40,384.58 93.42 - 76,671.56 Repayment of lease liabilities (328.24) -
Profit for the year - - 17,453.84 - - 17,453.84 Interest Paid (12.94) (87.50)
Recognition of share based payment - - - 82.33 - 82.33 Dividend Paid (5,901.61) (11,803.21)
expenses (refer Note 49) Net Cash (Used in) Financing Activities (C) (16,257.83) (12,390.71)
Other Comprehensive Income (Note 33) - - 37.72 - - 37.72 Net Increase/ (Decrease) in Cash & Cash Equivalents (A+B+C) (84.47) 391.84
Total 29,632.12 6,561.44 57,876.14 175.75 - 94,245.45 Cash & Cash Equivalents - Opening Balance 952.37 560.53
Payment of Dividend - - (11,803.21) - - (11,803.21) Cash & Cash Equivalents - Closing Balance 867.90 952.37
As at March 31, 2022 29,632.12 6,561.44 46,072.93 175.75 - 82,442.24
Significant Accounting Policies 1&2 Note: The above Statement of Cash Flow has been prepared under the “Indirect Method” as set out in Ind AS 7 on ‘Statement of Cash Flows’.
Significant Accounting Policies
As per our report of even date As per our report of even date
For Chopra Vimal & Co. For and on behalf of the Board For Chopra Vimal & Co. For and on behalf of the Board
Chartered Accountants Chartered Accountants
Firm's Registration No.: 006456C Firm's Registration No.: 006456C
Vimal Chopra Kushagra Bajaj Jaideep Nandi Aditya Vikram Somani Vimal Chopra Kushagra Bajaj Jaideep Nandi Aditya Vikram Somani
Partner Chairman Managing Director Director Partner Chairman Managing Director Director
M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286 M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286
Dilip Cherian D. K. Maloo Vivek Mishra Dilip Cherian D. K. Maloo Vivek Mishra
Director Chief Financial Officer Company Secretary Director Chief Financial Officer Company Secretary
DIN 00322763 M. No. A21901 DIN 00322763 M. No. A21901
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai

Date: May 3, 2023 Date: May 3, 2023 Date: May 3, 2023 Date: May 3, 2023
Notes to Standalone Financial Statements Notes to Standalone Financial Statements -
Statements
Financial
for the year ended March 31, 2023 for the year ended March 31, 2023
1 Corporate Information: 2.3 Significant Accounting Judgements, Estimates and Depreciation is calculated on a written down value and service tax and amounts collected on behalf of
Assumptions (WDV) basis over the estimated useful lives of the assets third parties.
Bajaj Consumer Care Limited (formerly known as 'Bajaj
The preparation of the standalone financial statements as follows:
Corp Limited') ('the Company') is a public company i) Sale of Goods :
domiciled in India and incorporated under the provisions requires management to make judgements, estimates Description Useful lives (up to)
and assumptions that affect the reported amounts Leasehold land Over lease period Revenue from sale of products is recognized
of the Companies Act applicable in India. Its shares are
of revenues, expenses, assets and liabilities, and when control of products being sold is transferred
listed on two stock exchanges in India. The registered Building 60 years
the accompanying disclosures, and the disclosure to customer and when there are no longer
office of the Company is located at Old Station Road, Plant and machinery 15 years
of contingent liabilities. Uncertainty about these any unfulfilled obligations. The performance
Sevashram Chouraha, Udaipur, (Rajasthan). Furniture, fixtures and Fittings 10 years
assumptions and estimates could result in outcomes obligations in contracts are considered as fulfilled
Vehicles 8 years in accordance with the terms agreed with the
The Company is engaged in the manufacturing and that require a material adjustment to the carrying
Computer 3 years respective customers.
marketing of cosmetics, toiletries and other personal amount of assets or liabilities affected in future periods.
Server and Network 6 years
care products. The Company has presence in both
Continuous evaluation is done on the estimation and Other Office equipment 5 years Revenue from the sale of goods is measured at
domestic and international markets.
judgements based on historical experience and other General laboratory equipment 10 years the fair value of the consideration received or
2 Significant Accounting Policies: factors, including expectations of future events that receivable, net of taxes on sales, customer returns,
are believed to be reasonable. Revisions to accounting The residual value and useful life is reviewed annually rebates and other similar allowance.
2.1 Statement of Compliance
estimates are recognised prospectively. and any deviation is accounted for as a change in estimate.
In accordance with the notification dated 16th February, ii) Interest Income :
2015, issued by the Ministry of Corporate Affairs, the Information about critical judgements in applying Profit or loss on sale / retirement of property, plant and Interest income from financial asset is recognized
Company has adopted Indian Accounting Standards accounting policies, as well as estimates and equipment (PPE) is recognized in statement of profit when it is probable that the economic benefits will
(referred to as “Ind AS”) notified under the Companies assumptions that have the most significant effect to the and loss. flow to the Company and amount of income can be
(Indian Accounting Standards) Rules, 2015 (as amended) carrying amounts of assets and liabilities within the next measured reliably. Interest income is accrued on a
with effect from April 1, 2016. financial year, are included in the following notes: 2.5 Intangible Assets and Capital work in progress time basis, by reference to the principal outstanding
Intangible assets acquired separately are measured and the effective interest rate applicable, which is
These standalone financial statements comply in all a) Impairment of Financial assets - Notes 2.11 d on initial recognition at cost. Intangible assets are the rate exactly discounts estimated future cash
material aspects with Indian Accounting Standards (Ind
carried at cost less any accumulated amortisation and receipts through the expected life of the financial
AS) notified under Section 133 of the Companies Act, b) Useful life of Property Plant & Equipment and
accumulated impairment losses. Intangible assets asset to the asset’s net carrying amount on
2013 (the Act) read with rule 4 of the Companies (Indian Depreciation thereon - Notes 2.4
are amortised on a systematic basis over a period of initial recognition.
Accounting standards) Rules, 2015 and other relevant
c) Measurement of defined benefit obligations - Notes useful life.
provisions of the Act. iii) Dividend Income:
46.2
Amortization of intangible assets such as Software Dividend income is recognised when the Company's
2.2 Basis of preparation of standalone financial statements
d) Recognition of deferred tax including MAT credit - is computed on a straight-line basis, at the rates right to receive dividend is established, which is
The standalone financial statements have been prepared representing estimated useful life of up to 5 years. The
Notes 2.16 (b) generally when shareholders approve the dividend.
on the historical cost basis except for certain financial brands and trademarks acquired as part of business
instruments that are measured at fair value at the end e) Lease Accounting - Notes 2.9 combinations normally have a remaining legal life of not iv) Export Incentives
of each reporting period, as explained in the accounting exceeding ten years. Income from export incentives such as duty
policies explained below. f) Provision and Contingent Liabilities - Notes 2.20
drawback, premium on sale of import licenses and
The amortization expense on intangible assets with finite
Accounting policies have been consistently applied 2.4 Property, Plant and Equipment lease license fee are recognized on accrual basis
lives is recognized in the Statement of Profit and Loss.
except where a newly issued accounting standard is when no significant uncertainties as to the amount
All the property, plant and equipment are stated in the
initially adopted or a revision to an existing accounting Capital work-in-progress represents expenditure of consideration that would be derived and as to its
standalone financial statements at cost less accumulated
standard requires a change in the accounting policy incurred in respect of capital projects development ultimate collection exist.
depreciation and accumulated impairment losses, if any.
hitherto in use. Freehold land is not depreciated. Cost comprises the and are carried at cost. Cost comprises purchase cost,
2.8 Government Grants
purchase price and any attributable cost of bringing the related acquisition expenses, development / construction
The standalone financial statements are presented in costs, borrowing costs and other direct expenditure. Government grants are recognised where there is
asset to its working condition for its intended use.
` in lakhs and all values are rounded to the nearest two reasonable assurance that the grant will be received
decimals, except when otherwise indicated. Depreciation on property, plant and equipment is 2.6 Research and Development and all attached conditions will be complied with. When
provided over the useful lives of assets as specified in Research Costs are charged as an expense in the year the grant relates to revenue, it is recognised in the
All assets and liabilities have been classified as current statement of profit and loss on a systematic basis over
Schedule II to the Act except where the management, in which they are incurred and are reflected under the
or non-current as per the company’s normal operating the periods to which they relate.
has estimated useful life of an asset supported by the appropriate heads of account. Development expenditure
cycle and other criterion set out in schedule III of the Act.
technical assessment, external or internal. Further is carried forward when its future recoverability can
Based on the nature of the product and the time between 2.9 Leases
depreciation on additions/deletions to Property, plant reasonably be regarded as assured and is amortized
the acquisition of assets for processing and their i) Company as a Lessee :
and equipment during the year is provided for on a over the period of expected future benefit.
realisation in cash and cash equivalents, the Company
pro-rata basis with reference to the date of additions/ A contract is, or contains, a lease if the contract
has ascertained its operating cycle as 12 months for 2.7 Revenue Recognition
deletions except low value items not exceeding ` 5,000 conveys the right to control the use of an identified
the purpose of current or non-current classification of
which are fully depreciated over a period of one year. Revenue is recognised to the extent that it is probable asset for a period of time in exchange for
assets and liabilities.
that the economic benefits will flow to the Company and consideration. At the date of commencement of
the revenue can be reliably measured, regardless of the lease, the Company recognizes a right-of-use
when the payment is being made. asset (“ROU”) and a corresponding lease liability
for all lease arrangements in which it is a lessee,
Revenue is measured at the fair value of the consideration except for short term leases (twelve months or
received or receivable. Amounts disclosed as revenue less) and low value leases. For short-term and low
are net of returns, trade allowances, rebates, goods value leases, the Company recognizes the lease
Statements
Financial
payments as an operating expense on a straight- receipts are structured to increase in line with that are solely payments of principal (d) Impairment of Financial Assets
line basis over the term of the lease. expected general inflation to compensate for the and interest (SPPI) on the principal In accordance with Ind-AS 109, the Company
expected inflation. The respective leased assets amount outstanding. applies expected credit loss (ECL) model for
a) Right-of-use assets are included in Balance sheet based on their nature. measurement and recognition of impairment
The company recognises right-of-use assets This category is the most relevant to the loss on the financial assets and credit risk
at the commencement date of the lease (i.e., 2.10 Inventories Company. After initial measurement, exposure. The Company follows ‘simplified
the date the underlying asset is available i) Stock of raw material and packing materials is such financial assets are subsequently approach’ for recognition of impairment loss
for use). Right-of-use assets are measured valued at cost or net realisable value, whichever is measured at amortised cost using the allowance on trade receivables.
at cost, less any accumulated depreciation lower. Cost is arrived at on weighted average basis. effective interest rate (EIR) method.
and impairment losses, and adjusted for any Amortised cost is calculated by taking The application of simplified approach does
remeasurement of lease liabilities. The cost ii) Stock of work in progress and finished goods is into account any discount or premium not require the Company to track changes in
of right-of-use assets includes the amount valued at cost or net realisable value, whichever on acquisition and fees or costs that credit risk. Rather, it recognises impairment
of lease liabilities recognised, initial direct is lower. are an integral part of the EIR. The EIR loss allowance based on lifetime ECLs at each
costs incurred, and lease payments made at or amortisation is included in other income reporting date, right from its initial recognition.
iii) Stock of traded goods is valued at lower of cost
before the commencement date less any lease in the profit or loss. The losses arising
and net realisable value. Cost is determined on ECL is the difference between all contractual
incentives received. Right-of-use assets are from impairment are recognised in the
weighted average basis. cash flows that are due to the Company in
depreciated on a straight-line basis over the profit or loss. This category generally
lease term. applies to trade and other receivables, accordance with the contract and all the cash
2.11 Financial Instruments
bank fixed deposits. flows that the Company expects to receive
If ownership of the leased asset transfers to A financial instrument is any contract that gives rise to (i.e., net cash shortfalls), discounted at the
the company at the end of the lease term or a financial asset of one entity and a financial liability or (ii) Debt instruments at fair value through original EIR.
the cost reflects the exercise of a purchase equity instrument of another entity. other comprehensive income (FVOCI)
option, depreciation is calculated using the ECL impairment loss allowance (or reversal)
i) Financial Assets Assets that are held for collection of
estimated useful life of the asset. The right- recognized during the period is recognized as
contractual cashflows & for selling
of-use assets are also subject to impairment." (a) Initial Recognition and Measurement income/ expense in the statement of profit and
the financial assets, where the assets
All financial assets are recognised initially at loss (P&L). This amount is reflected under the
cash flow represent solely payments of
b) Lease Liabilities fair value plus, in the case of financial assets head ‘other expenses’ in the statement of profit
principal and interest, are measured at
At the commencement date of the lease, not recorded at fair value through profit or loss, & loss. In balance sheet, ECL is presented as
fair value through other comprehensive
the company recognises lease liabilities transaction costs that are attributable to the an allowance, i.e., as an integral part of the
income (F VOCI). Movements in the
measured at the present value of lease acquisition of the financial asset. Purchases or measurement of financial assets.
carrying amount are taken through OCI,
payments to be made over the lease term. sales of financial assets that require delivery except for the recognition of impairment ii) Financial Liabilities
The lease payments include fixed payments of assets within a time frame established by gains or losses, interest revenue and
(including in substance fixed payments) less regulation or convention in the market place (a) Initial Recognition and Measurement
foreign exchange gains and losses which
any lease incentives receivable, variable (regular way trades) are recognised on the are recognised in the Statement of Profit Financial liabilities are classified, at initial
lease payments that depend on an index trade date, i.e., the date that the Company and Loss. recognition, as financial liabilities at fair value
or a rate, and amounts expected to be paid commits to purchase or sell the asset. through profit or loss, loans and borrowings,
under residual value guarantees. The lease (iii) Debt Instrument at fair value through payables, or as derivatives designated as
payments also include the exercise price (b) Subsequent Measurement profit or loss (FVTPL) hedging instruments in an effective hedge,
of a purchase option reasonably certain to For purposes of subsequent measurement, FVTPL is a residual category for debt as appropriate. All financial liabilities are
be exercised by the company and payments financial assets are classified in following instruments. Any debt instrument, recognised initially at fair value and, in the
of penalties for terminating the lease, if the category: which does not meet the criteria for case of loans and borrowings and payables,
lease term reflects the company exercising categorization as at amortized cost or as net of directly attributable transaction costs.
the option to terminate. (i) Debt instruments at amortised cost
FVTOCI, is classified as at FVTPL.
The Company's financial liabilities include
In calculating the present value of lease (ii) Debt instruments at fair value through trade and other payables and borrowings.
Debt instruments included within the
payments, the company uses Marginal other comprehensive income (FVOCI)
FVTPL category are measured at fair
Cost of Lending Rate (MCLR) at the (b) Subsequent Measurement
(iii) Debt instruments, derivatives and equity value with all changes recognized in the
lease commencement date. After the profit or loss. The measurement of financial liabilities
instruments at fair value through profit
commencement date, the amount of lease depends on their cl as sific ation, as
or loss (FVTPL)
liabilities is increased to reflect the accretion (c) Derecognition described below:
of interest and reduced for the lease payments (i) Debt Instruments at Amortised Cost A financial asset (or, where applicable, a
made. In addition, the carrying amount of Loans and borrowings
A 'debt instrument’ is measured at the part of a financial asset or part of a group
lease liabilities is re-measured if there is a of similar financial assets) is primarily After initial recognition, interest-bearing loans
amortised cost if both the following
modification, a change in the lease term, a derecognised when: and borrowings are subsequently measured at
conditions are met:
change in the lease payments or a change amortised cost using the EIR method. Gains
in the assessment of an option to purchase - The asset is held within a business (i) The rights to receive cash flows from the and losses are recognised in profit or loss
the underlying asset. The company’s lease model whose objective is to hold asset have expired, or when the liabilities are derecognised as well
liabilities are included in Financial Liabilities." assets for collecting contractual as through the EIR amortisation process.
(ii) The Company has transferred its rights
cash flows, and
ii) Company as a Lessor : to receive cash flows from the asset. Amortised cost is calculated by taking
Lease income from operating leases where the into account any discount or premium on
- Contractual terms of the asset give
Company is a lessor is recognised in income on a rise on specified dates to cash flows
straight-line basis over the lease term unless the
Statements
Financial
acquisition and fees or costs that are an (ii) Conversion liability), are recognised immediately in the Current tax assets and current tax liabilities are
integral part of the EIR. The EIR amortisation Foreign currency monetary items are reported balance sheet with a corresponding debit or offset when there is legally enforceable right to set
is included as finance costs in the statement using the closing exchange rate on the Balance credit to retained earnings through OCI in the off the recognized amount and there is an intention
of profit and loss. Sheet date. Non-monetary items that are measured period in which they occur. Remeasurements to settle the asset and liability on a net basis.
in terms of historical cost in a foreign currency are are not reclassified to profit or loss in
(c) Derecognition subsequent periods. (b) Deferred Tax
translated using the exchange rates at the dates
A financial liability is derecognised when the of the initial transactions. Non-monetary items Deferred income taxes reflects the impact of
obligation under the liability is discharged Past service costs are recognised in profit temporary differences between the tax bases of
measured at fair value in a foreign currency are
or cancelled or expires. When an existing or loss on the earlier of the date of the assets and liabilities and their carrying amounts for
translated using the exchange rates at the date
financial liability is replaced by another from plan amendment or curtailment, and the financial reporting purposes at the reporting date.
when the fair value is determined. The gain or
the same lender on substantially different date that the Company recognises related
loss arising on translation of non-monetary items
terms, or the terms of an existing liability are restructuring costs. Deferred tax is measured based on the tax rates
measured at fair value is treated in line with the
substantially modified, such an exchange or and the tax laws enacted or substantively enacted
recognition of the gain or loss on the change in fair Net interest is calculated by applying the
modification is treated as the derecognition of at the balance sheet date. Deferred tax assets
value of the item (i.e., translation differences on discount rate to the net defined benefit
the original liability and the recognition of a and deferred tax liabilities are offset, if a legally
items whose fair value gain or loss is recognised in liability or asset. The Company recognises the
new liability. The difference in the respective enforceable right exists to set off current tax assets
OCI or profit or loss are also recognised in OCI or following changes in the net defined benefit
carr ying amounts is recognised in the against current tax liabilities and the deferred tax
profit or loss, respectively). obligation as an expense in the statement of
statement of profit and loss. assets and deferred tax liabilities relate to the
profit and loss. 1) service costs comprising taxes on income levied by the same governing
(iii) Exchange Differences
iii) Offsetting of Financial Instruments current service costs, past-service costs, taxation laws.
Exchange difference arising on the settlement gains and losses on curtailments and non-
Financial assets and financial liabilities are offset of monetary items at rates different from those routine settlements and 2) Net interest Deferred tax assets are recognised to the extent
and the net amount is reported in the balance at which they were initially recorded during the expense or income. that it is probable that taxable profit will be
sheet if there is a currently enforceable legal right year, or reported in previous standalone financial available against which the deductible temporary
to offset the recognised amounts and there is an statements, are recognized as income or as (c) Share based payment transactions differences, and the carry forward of unused tax
intention to settle on a net basis, to realise the expenses in the year in which they arise. Equity-settled share-based payments to credits and unused tax losses can be utilised.
assets and settle the liabilities simultaneously.
employees and others providing similar
2.15 Employee Benefits: In the situations where the Company is entitled to a
2.12 Fair value services are measured the fair value of the
(i) Short Term Employee Benefits: equity instruments at the grant date. Details tax holiday under the Income-tax Act, 1961 enacted
Fair value is the price that would be received to sell in India or tax laws prevailing in the respective tax
Short term employee benefits are recognised regarding the determination of fair value
an asset or paid to transfer a liability in an orderly jurisdictions where it operates, no deferred tax
as expenditure at the undiscounted value in the of equity-settled share-based payment
transaction between market participants at the (asset or liability) is recognized in respect of timing
Statement of Profit and Loss for the year in which transactions are set out in note 49.
measurement date. The fair value measurement is differences which reverse during the tax holiday
the related service is rendered.
based on the presumption that the transaction to sell The fair value determined at the grant date period, to the extent the Company’s gross total
the asset or transfer the liability takes place either in (ii) Post Employment Benefits: of the equity-settled share-based payments income is subject to the deduction during the tax
the principal market for the asset or liability or in the is expensed on a straight-line basis over holiday period. Deferred tax in respect of timing
(a) Defined Contribution Plans
absence of a principal market, in the most advantageous the vesting period, based on the Company's differences which reverse after the tax holiday
market for the asset or liability. A defined contribution plan is a post-
estimate of equity instruments that will period is recognized in the year in which the timing
employment benefit plan under which entity
eventually vest, with a corresponding increase differences originate.
2.13 Investment in Subsidiaries pays fixed contributions into a separate
in equity.
Investments in subsidiaries are carried at cost less entity and will have no legal or constructive The carrying amount of deferred tax assets is
accumulated impairment losses, if any. Where an obligation to pay further amounts. At the end of each reporting period, the reviewed at each reporting date and reduced to the
indication of impairment exists, the carrying amount Company revises its estimate of the number extent that it is no longer probable that sufficient
Payment to defined contribution retirement
of the investment is assessed and written down of equity instruments expected to vest. The taxable profit will be available to allow all or part of
benefit plans are recognised as an expense
immediately to its recoverable amount. On disposal of impact of the revision of the original estimates, the deferred tax asset to be utilised. Unrecognised
when employees have rendered ser vice
investments in subsidiaries, the difference between if any, is recognised in profit or loss such that deferred tax assets are re-assessed at each
entitling them to the contributions.
net disposal proceeds and the carrying amounts are the cumulative expense reflects the revised reporting date and are recognised to the extent that
recognised in the Statement of Profit and Loss. (b) Defined Benefit Plans estimate, with a corresponding adjustment to it has become probable that future taxable profits
the equity-settled employee benefits reserve will allow the deferred tax asset to be recovered.
Impairment testing of investment in subsidiaries is Gratuity and Leave Encashment liabilities are
("Share option outstanding account").
done at least once annually and upon occurrence of an covered under the Gratuity cum-Insurance 2.17 Impairments of Non Financial Assets
indication of impairment. The recoverable amount of the Polic y and Leave Encashment Polic y 2.16 Taxation The carrying amount of assets are reviewed at each
individual investment is determined based on value-in- respectively, of Life Insurance Corporation
(a) Current Tax Balance Sheet date, if there is any indication of
use calculations which requires use of assumptions. of India (LIC). The present value of the
Current income tax assets and liabilities are impairment based on internal / external factors. An
Gratuity obligation is determined based on an
measured at the amount expected to be recovered asset is impaired when the carrying amount of the asset
2.14 Foreign Currency Transaction actuarial valuation, using the Projected Unit
from or paid to the taxation authorities in accordance exceeds the recoverable amount. An asset’s recoverable
(i) Initial Recognition Credit Method.
with the Income-tax Act, 1961 enacted in India. amount is the higher of an asset’s or cash-generating
Foreign currency transactions are recorded in Remeasurements, comprising of actuarial Current income tax relating to items recognised unit’s (CGU) fair value less costs of disposal and its value
the reporting currency, by applying to the foreign gains and losses, the effect of the asset ceiling, outside profit or loss is recognised outside profit in use. An impairment loss is recognised in profit or loss
currency amount the exchange rate between the excluding amounts included in net interest on or loss (either in other comprehensive income or section of the statement of profit and loss for the year in
reporting currency and the foreign currency at the the net defined benefit liability and the return in equity). which an asset is identified as impaired.
date of the transaction. on plan assets (excluding amounts included
in net interest on the net defined benefit
Statements
Financial
2.18 Earnings Per Share under Companies (Indian Accounting Standards) Rules 3 Property, Plant and Equipment
Basic and diluted earnings per share are calculated by as issued from time to time. On March 31, 2023, MCA ` in lakh
dividing the profit for the period attributable to equity amended the Companies (Indian Accounting Standards)
Lease hold Office
shareholders by the weighted average number of equity Amendment Rules, 2023, as below: Particulars Land Improve- Buildings
Plant and
and Other
Furniture
Vehicles Total
Machinery and Fittings
shares outstanding during the period. ments Equipment
Ind AS 1 - Presentation of Financial Statements -
Gross Block
2.19 Cash and Cash Equivalents This amendment requires the entities to disclose their
As at April 1, 2021 1,238.51 254.46 2,419.86 2,032.55 547.47 139.96 170.58 6,803.39
Cash and cash equivalents for the purposes Statement material accounting policies rather than their significant
accounting policies. The effective date for adoption of this Additions - - 645.18 121.09 79.00 4.33 - 849.60
of Cash Flow comprise cash at bank and in hand and
Bank deposits with original maturity of three months amendment is annual periods beginning on or after April Disposals - - - 131.03 3.40 - 1.72 136.15
or less. 1, 2023. The Company has evaluated the amendment As at March 31, 2022 1,238.51 254.46 3,065.04 2,022.61 623.07 144.29 168.86 7,516.84
and the impact of the amendment is insignificant in the Additions - 22.34 53.36 410.00 88.47 5.19 - 579.36
2.20 Provisions, Contingent liabilities and contingent assets standalone financial statements.
Disposals - - - 191.45 15.42 4.03 - 210.90
Provisions are recognised when the Company has a
Ind AS 8 - Accounting Policies, Changes in Accounting As at March 31, 2023 1,238.51 276.80 3,118.40 2,241.16 696.12 145.45 168.86 7,885.30
present obligation (legal or constructive) as a result of
Estimates and Errors - Depreciation and Impairment
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle This amendment has introduced a definition of As at April 1, 2021 - 175.03 766.74 1,108.84 432.38 107.60 134.02 2,724.61
the obligation and a reliable estimate can be made of ‘accounting estimates’ and included amendments to Ind
Depreciation for the year - 20.27 98.81 176.43 57.91 8.11 10.38 371.91
the amount of the obligation. Contingent liabilities AS 8 to help entities distinguish changes in accounting
policies from changes in accounting estimates. The Disposals - - - 92.75 3.05 - 0.97 96.77
are disclosed in the standalone financial statements
unless possibility of an outflow of resources embodying effective date for adoption of this amendment is annual As at March 31, 2022 - 195.30 865.55 1,192.52 487.24 115.71 143.43 2,999.75
economic benefit is remote. Contingent assets are periods beginning on or after April 1, 2023. The Company Depreciation for the year - 19.47 122.90 193.70 100.48 7.80 7.37 451.72
disclosed in the standalone financial statements when has evaluated the amendment and there is no significant Disposals - - - 132.11 13.69 3.54 - 149.34
an inflow of economic benefits is probable. impact on its standalone financial statements.
As at March 31, 2023 - 214.77 988.45 1,254.11 574.03 119.97 150.80 3,302.13
2.21 Dividend Ind AS 12 - Income Taxes - Net written down value
Provision is made for the amount of any dividend This amendment has narrowed the scope of the As at March 31, 2022 1,238.51 59.16 2,199.49 830.09 135.83 28.58 25.43 4,517.09
declared, being appropriately authorised and no longer initial recognition exemption so that it does not apply As at March 31, 2023 1,238.51 62.03 2,129.95 987.05 122.09 25.48 18.06 4,583.17
at the discretion of the entity, on or before the end of to transactions that give rise to equal and offsetting
the reporting period but not distributed at the end of the temporary differences. The effective date for adoption
of this amendment is annual periods beginning on or
4 Capital Work-in- Progress
reporting period. ` in lakh
after April 1, 2023. The Company has evaluated the
2.22 Recent Accounting Pronouncements amendment and there is no significant impact on its Particulars Work in Progress
Ministry of Corporate Affairs (“MCA”) notifies new standalone financial statement. Gross Block
standards or amendments to the existing standards As at April 1, 2021 707.66
Additions -
Capitalized during the year 571.21
As at March 31, 2022 136.45
Additions -
Capitalized during the year -
As at March 31, 2023 136.45
Capital work-in-progress (CWIP) ageing schedule for the year ended March 31, 2023 and March 31, 2022 is as follows
` in lakh
Amount in CWIP for a period of
Particulars More than 3
Less than 1 year 1-2 Years 2-3 Years Total
Years
a) Project temporarily suspended - - 2.34 134.11 136.45
(-) (2.34) (8.39) (125.72) (136.45)
Total - - 2.34 134.11 136.45
(-) (2.34) (8.39) (125.72) (136.45)
(Figures in bracket are for previous financial year)
Statements
Financial
For capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan, the 6 Right-of-use Assets
project wise details of when the project is expected to be completed is given below as of March 31, 2023 and March 31, 2022 : ` in lakh
` in lakh
Particulars Building Total
To be completed in
Gross Block
More than 3 Total
Less than 1 year 1-2 Years 2-3 Years As at April 1, 2021 - -
Years
Project temporarily suspended Additions - -
a) 2P/BL/BRD - - - 60.95 60.95 Disposals - -
(-) (-) (-) (60.95) (60.95) As at March 31, 2022 - -
Additions 1,185.13 1,185.13
b) 2P/PM/BRD - - - 75.50 75.50 Disposals -
(-) (-) (-) (75.50) (75.50) As at March 31, 2023 1,185.13 1,185.13
Depreciation
Total - - - 136.45 136.45 As at April 1, 2021 - -
(-) (-) (-) (136.45) (136.45) Depreciation for the year - -
Disposals - -
As at March 31, 2022 - -
Note : There were no projects, which have exceeded their original plan cost as on March 31, 2023 and March 31, 2022. Depreciation for the year 303.26 303.26
Disposals - -
5 Other Intangible Assets
As at March 31, 2023 303.26 303.26
` in lakh
Trademark &
Net written down value
Particulars Computer Software Total
Intellect. Properties As at March 31, 2022 - -
Gross Block As at March 31, 2023 881.87 881.87
As at April 1, 2021 6,536.35 464.62 7,000.97
Additions - 18.08 18.08 7 Investments
Disposals - - - 7.1 Non-Current Investments
As at March 31, 2022 6,536.35 482.70 7,019.05 ` in lakh
As at As at
Additions - - -
March 31, 2023 March 31, 2022
Disposals - 52.50 52.50
Investment in Equity Shares of Subsidiaries
As at March 31, 2023 6,536.35 430.20 6,966.55
Unquoted valued at cost
Amortisation and Impairment
2,444,246 (March 31, 2022: 2,439,268) Equity Shares of ` 10/- each fully paid-up in Uptown Properties 13,897.48 13,877.48
As at April 1, 2021 6,536.35 268.97 6,805.32 and Leasing Private Limited
Amortisation for the year - 91.48 91.48 13,110,249 (March 31, 2022: 4,869,507) Equity Shares of BDT 10/- each fully paid-up in Bajaj 1,102.59 398.40
Disposals - - - Bangladesh Limited
57 (March 31, 2022: 37) Equity Shares of AED 1,50,000/- each fully paid-up in Bajaj Corp International 1,655.36 1,038.01
As at March 31, 2022 6,536.35 360.45 6,896.80
(FZE)
Amortisation for the year - 54.33 54.33
Share Application Money Pending Allotment
Disposals - 47.65 47.65
Bajaj Corp International (FZE) - 617.34
As at March 31, 2023 6,536.35 367.13 6,903.48
Total 16,655.43 15,931.23
Aggregate amount of unquoted investments 16,655.43 15,931.23
As at March 31, 2022 - 122.25 122.25
As at March 31, 2023 - 63.07 63.07 7.2 Current Investments
` in lakh
As at As at
March 31, 2023 March 31, 2022
Investments at Fair Value through Profit or Loss
Investment in Government Securities 4,500.81 4,667.43
Investment in Bonds 53,003.16 56,496.50
57,503.97 61,163.93
Statements
Financial
(i) Script wise breakup of above investments is as follows: 9 Other Assets

a) Investment in Government Securities - Quoted 9.1 Non-Current
As at March 31, 2023 As at March 31, 2022 ` in lakh
Government Securities
Units ` in lakhs Units ` in lakhs As at As at
Particulars
March 31, 2023 March 31, 2022
Rajasthan SDL 155 1,487.09 155 1,551.18
Capital Advance 10.12 7.94
GOI 2061 SDL 230 2,111.79 230 2,180.08
Deferred rent 24.08 5.71
GOI 2050 SDL 100 901.93 100 936.17
Total 34.20 13.65
Grand Total 485 4,500.81 485 4,667.43
9.2 Current
b) Investment in Bonds - Quoted ` in lakh
As at March 31, 2023 As at March 31, 2022 As at As at
Bonds Particulars
Units ` in lakhs Units ` in lakhs March 31, 2023 March 31, 2022
REC Bond 550 5,462.72 700 6,984.37 Advance other than Capital Advances
HDFC Bond 1,105 2,592.60 - - Advances to Suppliers 427.39 172.99
Nabard Bond 1,800 8,712.04 1,375 13,859.92 Advances to Staff 118.98 116.85
LIC HSG Finance ltd 275 2,876.88 - - Prepaid Expenses 110.42 113.32
MTNL Bond 250 2,575.18 - - Balance with Govt. Authorities 4,590.27 3,891.13
PFC Bond 400 3,923.36 400 4,135.76 Deferred rent 21.88 1.76
PNB Bond 55 1,937.97 - - Export Incentive receivable 13.71 29.16
L&T Infrastructure Bond - - 63 663.28 Total 5,282.65 4,325.21
SBI Perpetual Bond 232 23,934.94 290 29,852.70

(i) All the above advances are unsecured and considered good.
SIDBI Bond 100 987.47 100 1,000.47
(ii) All the above advances are provided to non-related parties.
Total 4,767 53,003.16 2,928 56,496.50
10 Inventories
(ii) Aggregate Value of Current Investments ` in lakh
` in lakh
As at As at
Particulars
As at As at March 31, 2023 March 31, 2022
Particulars
March 31, 2023 March 31, 2022
Raw Materials 1,077.73 1,417.46
Carrying amount of Quoted Investments 57,503.97 61,163.93
Packing Materials 784.96 785.37
Market value of Quoted Investments 57,503.97 61,163.93
Finished Goods 1,741.78 2,301.48
Total 57,503.97 61,163.93
Stock in Trade 1,184.28 865.19
Work-in-Progress 99.95 123.68
8 Other Financial Assets
Stores & Spares 67.63 43.36
8.1 Non Current
` in lakh Total 4,956.33 5,536.54
As at As at
Particulars
March 31, 2023 March 31, 2022 11 Trade Receivables
Unsecured and Considered good ` in lakh
Bank deposit with more than 12 months maturity (refer note (i) below) 15.80 17.53 As at As at
Particulars
March 31, 2023 March 31, 2022
Security Deposits 371.13 422.67
Trade receivables, considered good - unsecured 3,112.41 2,035.70
Total 386.93 440.20
Less : Allowance for expected credit loss (31.21) (32.35)
Note (i) : These Bank deposits are lien marked for bank guarantees issued to tax authority. Total 3,081.20 2,003.35
8.2 Current (i) Unsecured receivables includes due from related parties ` 351.06 lakhs (Previous Year: ` 134.68 lakhs). Refer Note 50
` in lakh (ii) Refer note no 47.3 for credit risk analysis of Trade receivables.
As at As at
Particulars
March 31, 2023 March 31, 2022
Other (Unsecured and considered good)
Considered good 1.14 92.48
Total 1.14 92.48
Statements
Financial
Trade Receivables outstanding ageing schedule as at 31st March, 2023 and 31st March, 2022 14.2 Total Income Tax Expenses
Outstanding for following period from due date of payments ` in lakh
Particulars Less than 6 months - More than 3 Total As at As at
1-2 years 2-3 years Particulars
6 months 1 year years March 31, 2023 March 31, 2022
Income Tax Recognised in Statement of Profit and Loss
Undisputed Trade receivable - 2,938.71 98.46 53.02 22.00 0.22 3,112.41 Current tax
Considered good In respect of the current year 2,961.23 3,695.15
(1,933.95) (47.81) (34.58) (4.68) (14.68) (2,035.70)
In respect of the earlier year 5.66 -
Deferred tax
Less : Allowance for expected credit 31.21
In respect of current year - -
loss
Total 2,966.89 3,695.15
(32.35)
Income Tax recognised in Other Comprehensive Income
Income Tax on Re-measurement of Defined Benefit Obligation 3.96 7.98
Total Trade receivables 3,081.20
Total Income tax 2,970.85 3,703.13
(2,003.35)
Figures in bracket are for previous financial year One of the major manufacturing locations of the Company is currently in the tax holiday period. The Company expects to
remain in a lower tax bracket than the normal tax. The Company pays and recognises minimum stipulated tax on book profit
12 Cash and Cash Equivalents as per the Income tax laws. Therefore, no deferred tax liabilities / assets are recognised in respect of those temporary
` in lakh
differences which will be reversed in the tax holiday period. Further, there are no reconciliation items between tax expense
and the product of accounting profit multiplied by the applicable tax rate.
As at As at
Particulars
March 31, 2023 March 31, 2022
Balances with Banks:
15 Share Capital
(i) Description of Equity Share Capital
On Current Account 867.83 952.21
Cash in Hand 0.07 0.16 As at March 31, 2023 As at March 31, 2022
Face Value
Particulars Amount Amount
Total 867.90 952.37 per Share (in `) Nos (In lakhs) Nos (In lakhs)
( ` in lakhs) ( ` in lakhs)
Authorised 1.00 2,000.00 2,000.00 2,000.00 2,000.00
13 Other Bank Balances
Issued 1.00 1,426.42 1,426.42 1,475.40 1,475.40
` in lakh
As at As at
Subscribed and fully paid-up 1.00 1,426.42 1,426.42 1,475.40 1,475.40
Particulars
March 31, 2023 March 31, 2022
Earmarked balances with banks 24.64 14.46 (ii) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period
Particulars Nos (In lakhs) ` in lakhs
Fixed deposits maturing within 12 months from the reporting date (refer note (i) and (ii) below) 493.08 278.98
Total 517.72 293.44 Equity Shares of ` 1 each Issued, Subscribed and Fully Paid up
As at April 1, 2021 1,475.40 1,475.40
Notes Shares allotted during the year - -
(i) : Included fixed deposit of ` 70.94 lakhs (PY ` 250.20 lakhs) lien marked for bank guarantees issued to tax authority. As at March 31, 2022 1,475.40 1,475.40
Shares bought back and extinguished during the year (42.10) (42.10)
(ii) : Includes deposit of ` 210.28 lakhs (PY ` NIL) maintained by the Company in Escrow account for Buyback of equity shares.
Shares bought back pending extinguishment (6.88) (6.88)
14 Income tax As at March 31, 2023 1,426.42 1,426.42
14.1 Current Tax Assets and Liabilities

Buyback of Equity Shares
` in lakh
The Board of Directors of the company, at its meeting held on December 9, 2022, approved the buyback of equity shares, from
As at As at
Particulars
March 31, 2023 March 31, 2022 the open market route through the Indian stock exchanges, amounting to ` 8,089 lakhs (maximum buyback size, excluding
buyback tax and transaction cost) at a price not exceeding ` 240 per share (maximum buyback price). The buyback was offered
Current tax assets
to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of
Advance Income Tax (Net) 12.08 4.17 the Company) under the open market route through the stock exchange.
Current tax liabilities
Income tax payables (Net) 19.77 - The buyback of equity shares commenced on December 19, 2022 and is in progress as on balance sheet date. During the
buyback period, the Company had purchased 48,98,106 equity shares from the stock exchange at a volume weighted average
buyback price of ` 164.63 comprising 3.32% of the pre buyback paid up equity share capital of the Company. Out of total
shares bought back as of 31st March 2023, 42,10,512 equity shares were extinguished as of that date. Equity shares pending
extinguishment as on reporting date have been adjusted as per Ind AS 10 on 'Events after Reporting Period'. The buyback
resulted in a cash outflow of ` 8063.76 lakhs (excluding transaction costs and tax on buyback). The Company funded the
buyback from its free reserves including Securities Premium as explained in Section 68 of the Companies Act, 2013. In
accordance with Section 69 of the Companies Act, 2013, as at March 31, 2023, the Company has created ‘Capital Redemption
Reserve’ of ` 48.98 lakhs equal to the nominal value of the above shares bought back and extinguished as an appropriation
from the general reserve.
Statements
Financial
(iii) Terms/ Rights attached to Equity Shares: 16 Other Equity

The Company has one class of equity shares having par value of ` 1 per share. Each holder of equity shares is entitled ` in lakh
to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board As at As at
Particulars
of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. March 31, 2023 March 31, 2022
Securities Premium 19,669.01 29,632.12
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of General Reserve 6,512.46 6,561.44
equity shares held by the shareholders. Retained Earnings 54,171.56 46,072.93
Share option outstanding account (refer note below) 257.88 175.75
(iv) Out of the total equity shares of 1,426.42 lakhs (Previous year 1475.40 lakhs), 561.25 lakhs shares i.e. 39.35% (Previous
Capital Redemption Reserve 48.98 -
year 38.04%) are held by Bajaj Resources Private Limited along with its subsidiaries (KNB Enterprises LLP and SKB
Roop Commercials LLP). Total 80,659.89 82,442.24
(v) Details of shareholders holding more than 5% shares of the Company at year end are given below: Refer Statement of Change in Equity for movement in Components of Other Equity.
As at March 31, 2023 As at March 31, 2022 The Company has an equity settled share based payment plan for certain category of employees of the company. Refer note
Bonds
Nos in lakhs % of holding Nos in lakhs % of holding 49 for further details of this plan.
Equity shares of ` 1 each, fully paid up
17 Trade Payables
Bajaj Resources Private Limited 561.10 39.34% 561.10 38.03%
` in lakh
Nippon Life India Trustee Ltd 114.13 8.00% 64.05 4.34%
As at As at
Particulars
HDFC Trustee Company Limited 78.65 5.51% 78.65 5.33% March 31, 2023 March 31, 2022
Total 753.88 52.85% 703.80 47.70% Due to Micro, Small enterprises (refer note below) 350.14 213.83
Due to others 4,128.56 4,320.37
(vi) Shares held by promoters as at 31st March 2023 & 31st March 2022
Promoter name
No. of Shares
% of total shares
% Change during Total 4,478.70 4,534.20
in lakhs the year*
Bajaj Resources Private Limited 561.10 39.34% 1.31% Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act, 2006”):
(561.10) (38.03%) - ` in lakh
As at As at
Particulars
March 31, 2023 March 31, 2022
KNB Enterprises LLP 0.10 0.01% -
The principal amount and interest due thereon remaining unpaid to any supplier at the end of each 350.14 213.83
(0.10) (0.01%) -
accounting year;
The amount of interest paid by the buyer in terms of Section 16, along with the amounts of the 0.05 0.33
SKB Roop Commercial LLP 0.05 - - payment made to the supplier beyond the appointed day during each accounting year;
(0.05) - - The amount of interest due and payable for the period of delay in making payment (which have been - -
Total 561.25 39.35% 1.31% paid but beyond the appointed day during the year) but without adding the interest specified under
this Act;
(561.25) (38.04%) -
The amount of interest accrued and remaining unpaid at the end of each accounting year; and 0.80 0.04
*Percentage change in promoters holding is on account of buyback of equity shares during the current financial year. The amount of further interest remaining due and payable even in the succeeding years, until such - -
(Figures in bracket are for previous financial year) date when the interest dues as above are actually paid to the small enterprise, for the purpose of
disallowance as a deductible expenditure under Section 23.
Shares held by promoters as at 31st March 2022 & 31st March 2021
The information has been given in respect of such vendors to the extent they could be identified as “Micro and Small
No. of Shares in % Change during
Promoter name
lakhs
% of total shares
the year Enterprises” enterprises on the basis of information available with the Company.
Bajaj Resources Private Limited 561.10 38.03% -
Trade Payables ageing schedule As at March 31, 2023 and March 31, 2022
(561.10) (38.03%) -
Outstanding for following period from due date of payments
Particulars Less than 1 More than 3 Total
KNB Enterprises LLP 0.10 0.01% - 1-2 years 2-3 years
years years
(0.10) (0.01%) -
Undisputed dues to MSME 350.14 - - - 350.14
SKB Roop Commercial LLP 0.05 - - (213.83) - - - (213.83)
(0.05) - -
Total 561.25 38.04% Undisputed dues to others 4,093.42 33.28 0.30 1.57 4,128.56
(561.25) (38.04%) - (4,293.26) (24.79) (0.66) (1.66) (4,320.37)

Total Trade receivables 4,443.56 33.28 0.30 1.57 4,478.70
(4,507.10) (24.79) (0.66) (1.66) (4,534.20)
Statements
Financial
18 Other Financial Liabilities 21 Provisions for employee benefit

` in lakh 21.1 Non-Current
As at As at ` in lakh
Particulars
March 31, 2023 March 31, 2022
As at As at
Particulars
Security Deposits from C&F and Others 32.00 51.50 March 31, 2023 March 31, 2022
Unclaimed Dividends 21.69 14.46 Leave Encashment 379.74 367.26
Other Outstanding Liabilities 5,692.39 5,332.39 Total 379.74 367.26
Payable for Capital Goods 65.17 75.78
Total 5,811.25 5,474.13
21.2 Current
` in lakh
19 Other Current Liabilities Particulars
As at As at
March 31, 2023 March 31, 2022
` in lakh
Gratuity (refer note no 46) 73.55 69.80
As at As at
Particulars Leave Encashment 103.83 91.40
March 31, 2023 March 31, 2022
Advances from Customers 334.05 309.50 Total 177.38 161.20
Statutory Liabilities 748.51 768.43
Total 1,082.56 1,077.93
22 Contingent Liabilities and Commitments
Contingent Liabilities
20 Lease Liabilities ` in lakh
Set out below are the carrying amounts of lease liabilities and the movements during the year: As at As at
Particulars
March 31, 2023 March 31, 2022
` in lakh Claims against the Company not acknowledged as debt

As at As at Indirect tax 359.02 384.43
Particulars
March 31, 2023 March 31, 2022
Balance at beginning of the year - - The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions
are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not
Additions during the year 1,182.69 -
expect the outcome of these proceedings to have a material adverse effect on its financial statements.
Accretion of Interest 71.51 -
Less : Payments (325.80) - The Company periodically receives notices and inquiries from income tax authorities. The Company has evaluated these
Balance at end of the year 928.40 -
notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities
will not succeed on ultimate resolution.
Current 317.65 -
Non Current 610.75 - Commitments
Total 928.40 - ` in lakh
As at As at
Particulars
March 31, 2023 March 31, 2022
The following are the amounts recognised in Statement of Profit and Loss: Lease Commitments
` in lakh
Within one year 4.83 18.98
As at As at
Particulars After one year but not more than five years - 4.83
March 31, 2023 March 31, 2022
Depreciation expense on right-of use assets 303.26 - More than five years - -
Interest expenses on lease liabilities 71.51 - Total 4.83 23.80
Expense relating to other leases (including in other expenses) 405.99 771.59
Note:
Total 780.76 771.59
Lease commitments are the future cash out flows from the lease contracts which are not recorded in the measurement
of lease liabilities. These include potential future payments related to leases of low value assets or leases with term
` in lakh less than twelve months.
As at As at
Maturity Analysis of Lease Liabilities are as follows:
March 31, 2023 March 31, 2022 23 Revenue from Operations
1 year 317.65 - ` in lakh
2 to 5 years 610.75 - Particulars
For year ended For year ended
March 31, 2023 March 31, 2022
During current financial year, the Company has evaluated and identified contracts as lease where the right to control the use Sale of Products 93,811.19 86,551.61
of an identified asset for a period of time in exchange for consideration existed and recognized right-of-use asset (“ROU”) and
Other Operating Revenues
a corresponding lease liability.
Government Grant 1,077.61 1,162.86
The Company’s short term and low value leasing arrangements are charged as Rent in the statement of profit and loss (Refer Others 104.49 122.93
note 30). These lease arrangements are cancellable in nature and can be terminated by giving notice for a period, which vary Total 94,993.29 87,837.40
from one months to three months.
Statements
Financial
24 Other Income 28 Finance Costs

` in lakh ` in lakh
For year ended For year ended For year ended For year ended
Particulars Particulars
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Interest Income 3,777.20 3,506.49 Interest Expense 12.94 87.50
Net gain/(loss) on sale of Current Investments 99.31 232.68 Interest on Lease Liability 71.51 -
Net gain on sale of Property, Plant and Equipment - 1.29 Bank Charges 7.68 10.84
Fair value gain/(loss) on Financial Assets at FVTPL (267.88) 31.35 Total 92.13 98.34
Rent Received 9.74 46.75

29 Depreciation and Amortisation Expenses
Sundry Balances written back 32.29 -
` in lakh
Net gain/(loss) on Foreign Exchange Rate Fluctuation 58.36 37.75
Particulars
Total 3,709.02 3,856.31 March 31, 2023 March 31, 2022
Depreciation on Property, Plant and Equipment (Refer Note no. 3) 451.72 371.91
25 Cost of Materials Consumed Depreciation on Right-of-use assets (Refer Note no. 6) 303.26 -
` in lakh Amortisation of Intangible Assets (Refer Note no 5) 54.33 91.48
For year ended For year ended Total 809.31 463.39
Particulars
March 31, 2023 March 31, 2022
Inventory as at the beginning of the year 2,202.83 1,667.67 30 Other Expenses
Add: Purchases 24,908.06 25,074.63 ` in lakh
Less: Inventory at the end of the year 1,862.69 2,202.83 For year ended For year ended
Particulars
March 31, 2023 March 31, 2022
Cost of Materials Consumed 25,248.20 24,539.47
Advertisement and Sales Promotion Expenses 17,079.97 14,362.55
26 Change in Inventories of finished goods, stock in trade and work in progress Freight, Forwarding and Distribution Expenses 4,011.60 3,075.68
` in lakh Travelling and Conveyance 1,567.66 1,326.25

Royalty 948.20 864.46
Particulars Change
March 31, 2023 March 31, 2022 Rent 405.99 771.59
Inventories at the end of the year Manufacturing Expenses 919.31 1,045.43
Finished Goods 1,741.78 2,301.48 559.70 Power and fuel (Mfg) 82.10 84.15
Traded Goods 1,184.28 865.19 (319.09) Legal & Professional Expenses 701.98 395.83
Work-in-Progress 99.95 123.68 23.73 Postage, Telephone & Other Communication 82.34 66.75
Power and fuel 39.11 21.99
3,026.01 3,290.35 264.34
Insurance 299.15 287.56
Inventories at the beginning of the year
Audit Fees & Expenses (refer note no 31) 16.40 19.20
Finished Goods 2,301.48 1,856.45 (445.03)
Repairs - Building 30.17 18.34
Traded Goods 865.19 584.25 (280.94)
Repairs - Machinery 79.40 71.54
Work-in-Progress 123.68 105.37 (18.31) Repairs - Others 66.22 99.11
3,290.35 2,546.07 (744.28) Rates and taxes 30.83 15.13
Change in Inventories 264.34 (744.28) Information Technology Expenses 574.60 480.60
Corporate Social Responsibility (refer note no 36) 478.07 528.75
27 Employee Benefits Expense Research and development 169.66 252.25
` in lakh Expected Credit Loss (1.14) 32.35
Particulars
For year ended For year ended Miscellaneous expenses 862.17 533.30
March 31, 2023 March 31, 2022
Total 28,443.79 24,352.81
Salaries and Wages 7,924.86 7,610.34
Contribution to Provident and Other Funds (refer note no 46) 397.35 410.54 31 Payment to Auditors
Gratuity expenses (refer note no 46) 41.34 127.99 ` in lakh
Leave Encashment 142.73 352.89 For year ended For year ended
Particulars
Staff Training and Welfare expenses 82.14 68.02 March 31, 2023 March 31, 2022
Share based payment expenses (refer note no 49) 82.13 82.33 For Statutory Audit 10.00 10.00
Total 8,670.55 8,652.11 For Tax Audit 2.00 2.00

For Other Services 4.40 7.20
Total 16.40 19.20
Statements
Financial
32 Details of Expenditure directly related to Research & Development (R&D) Nature of CSR activities-
During the year, the Company has incurred revenue and capital nature expenditure on Research & Development activity. The Company undertakes its CSR activities through ‘Kamalnayan Jamnalal Bajaj Foundation’. The Foundation with the
Expenditure of revenue nature is ` 440.20 lakhs (` 585.81 lakhs) and amount capitalised is ` 9.84 lakhs (` 41.60 lakhs). The vision of “Integrated development of the society through participatory approaches” help the rural community to enhance
same is disclosed under various heads of the financial statements. their agriculture income by developing and managing natural resources. The foundation also promotes alternate agro
based livelihood opportunities such as dairy farming, organic farming, horticulture and biogas which not only provides
33 Components of Other Comprehensive Income (OCI) additional steady income but allows rural community to get enhanced quality of life.
The disaggregation of changes to OCI by each type of reserve in equity is shown below: 37 There are quarterly statement for working capital provided to banks wherever the working capital credit facility is availed
` in lakh and there is no discrepancy between books figures and statement submitted to banks.
Particulars
March 31, 2023 March 31, 2022 38 The Company has not entered into any transactions with the companies struck off under section 248 of the Companies
Re-measurement (gains) / losses on Defined Benefit Plans (Retained Earnings) (refer note no. 46) (22.66) (45.70) Act, 2013 or section 560 of the Companies Act, 1956 and does not have any balance outstanding to or from any such entity.
Tax impact on above 3.96 7.98 39 The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
Total (18.70) (37.72)
40 The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
34 Earnings per Share Companies (Restriction on number of Layers) Rules, 2017.
` in lakh 41 The Company does not have any undisclosed income which is not recorded in the books of account that has been
For year ended For year ended surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax
Particulars
March 31, 2023 March 31, 2022
Act, 1961.
Profit for the year ( ` in lakhs) 13,981.54 17,453.84
Weighted average number of Equity Shares (Nos in lakhs) * 42 The Company does not have any Benami property, where any proceeding has been initiated or pending against the
company for holding any Benami property.
For calculating basic earning per share 1,469.17 1,475.40
For calculating diluted earning per share 1,470.49 1,476.30 43 No transaction to report against the following disclosure requirements as notified by MCA pursuant to amended
Earnings per Share ( `) Schedule III :
Basic 9.52 11.83 43.1 Crypto Currency or Virtual Currency
Diluted 9.51 11.82 43.2 Relating to borrowed fund
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
Options granted to Employees under Restricted Stock Unit - Plan 2020 (RSU 2020) are considered to be potential equity shares. entities (Intermediaries) with the understanding that the Intermediary shall:
They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options
have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 49. (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or
35 The Company operates only in one segment, namely "Cosmetics, Toiletries and Other Personal Care products" and there
are no reportable segments in accordance with IND-AS 108 on "Operating Segments". (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries"
36 Details of CSR Expenditure (ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at
least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
(CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and behalf of the Funding Party (Ultimate Beneficiaries) or
culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, COVID-19 relief and
rural development projects. A CSR committee has been formed by the company as per the Act. The funds are utilized (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.
44 Accounting Ratios
` in lakh
The following are analytical ratios for the year ended March 31, 2023 and March 31, 2022
Particulars
March 31, 2023 March 31, 2022
As at As at
Gross amount required to be spent by the Company during the year 478.07 528.74 Particulars Numerator Denominator
March 31, 2023 March 31, 2022
Variance (%)
Amount approved by the Board to be spent during the year 478.07 528.74 Current Ratio (in times) Current assets Current liabilities 6.1 6.6 (8%)
Amount spent during the year Debt – Equity Ratio (in times) Total Debt Shareholder’s Equity NA NA NA
- - (refer note (i) below)
Construction/acquisition of any asset
Debt Service Coverage Ratio (in Earnings available for debt Debt Service NA NA NA
On purposes other than (i) above 478.07 528.75
times) (refer note (ii) below) service
Shortfall at the end of the year - -
Return on Equity (ROE) (in %) Profit after tax Average Shareholder’s 16.8% 21.5% (22%)
Total of Previous years shortfall - - (refer note (iii) below) Equity
Reason for shortfall NA NA Inventory Turnover Ratio (in Sale of products Average Inventories 17.9 17.7 1%
478.07 528.75 times)
Contribution to Related Parties/ CSR Expenditure incurred with Related Parties (refer note below)
Trade receivables turnover ratio Sale of products Average Trade Receivable 36.9 37.5 (2%)
Note : Represent contribution to Kamalnayan Jamnalal Bajaj Foundation (in times)
Statements
Financial
As at As at of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are
Particulars Numerator Denominator Variance (%)
March 31, 2023 March 31, 2022 significant changes in the discount rate during the inter-valuation period.
Trade payables turnover ratio (in Cost of Materials Average Trade Payables 16.0 10.8 49%
times) (refer note (iv) below) consumed + Purchase of b) Market Risk (Interest Rate)
stock in trade + Changes Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets.
in inventories + Other The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit
expenses Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government
Net capital turnover ratio (in Sale of products Closing working capital 1.6 1.4 13% bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
times) (refer note (v) below)
Net profit ratio (in %) (refer note Net Profit after taxes Sale of products 14.9% 20.2% (26%) c) Longevity Risk
(vi) below) The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically
Return on capital employed Net profit before finance Average Capital Employed 20.4% 26.2% (22%) for the benefits paid on or before the retirement age, the longevity risk is not very material.
(ROCE) (in %) (refer note (vii) cost and tax
below) d) Actuarial Risk
Return on Investment (ROI) (in Income generated from Average Current 6.1% 6.3% (4%) i) Salary Increase Assumption
%) invested funds Investment funds Actual Salary increase that are higher than the assumed salary escalation, will result in increase to the Obligation
Notes : at a rate that is higher than expected.
(i) There is no outstanding current borrowing as at the year ended 31st March 2023 and 31st March 2022. ii) Attrition/Withdrawal Assumption
If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected.
(ii) There is no long term debt borrowing during current year and previous year. Consequently there is no finance cost
Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The
pertaining to long term debt.
impact of this will depend on the demography of the company and the financials assumptions.
(iii) Profit after tax is lower by 19.9% and average shareholders equity is higher by 2.4% over previous year.
e) Regulatory Risk
(iv) Sum of cost of materials consumed, purchase of stock in trade, changes in inventories and other expenses is higher by Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the obligation
17.7% and average trade payables is lower by 21% over previous year. which is not anticipated. Sometimes, the increase is many fold which will impact the financials quite significantly.
(v) There is increase of 8.4% in sale of products and decrease in closing working capital of 4.4% from previous year. ` in lakh
Funded Scheme - Gratuity
(vi) Profit after tax is lower by 19.9% and sale of products is higher by 8.4% over previous year. March 31 2023 March 31 2022
(a) Liability to be recognised in Balance Sheet as at year end
(vii) There is no finance cost pertaining to long term debt. Profit before interest and tax is lower by 20% and average capital
employed is higher by 2.4% over previous year. Present value of Defined Benefit Obligations 483.05 557.71
Fair value of Plan Assets 409.50 487.91
45 Dividends paid during the year ended March 31, 2023 include an amount of ` 4.00 per equity share towards final dividend
Net Liability (Refer Note 21) 73.55 69.80
for the year ended March 31,2022. Dividends paid during the year ended March 31, 2022 include an amount of ` 4.00 per
equity share towards final dividend for the year ended March 31,2021 and an amount of ` 4.00 per equity share towards (b) Change in fair value of Plan Assets
interim dividends for the year ended March 31, 2022. Fair value of Plan Assets as at beginning 487.91 524.99
Dividends declared by the Company are based on profits available for distribution. On May 3, 2023, the Board of Directors Adjustment to Opening Fair Value 69.05 -
of the Company have proposed a final dividend of ` 5.00 per share in respect of the year ended March 31, 2023 subject Expected return on Plan Assets 33.47 35.97
to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of (2.59) (1.01)
Net actuarial gain / (losses)
approximately ` 7,131.30 lakhs.
Contributions 14.93 50.00
46 Benefits to Employees Benefits paid (193.27) (122.04)
The following table sets out the disclosure under Ind AS-19 on ‘Employee Benefits: Fair value of Plan Assets as at year end 409.50 487.91
46.1 Defined contribution plan (c) Change in present value of Define Benefit Obligation
Amount of ` 397.35 lakhs (FY 2021-22 : ` 410.54 lakhs) is recognized as an expense towards contribution to provident & Present value of Defined Benefit Obligation as at beginning 557.71 574.50
other funds and included in “Employee Benefits expense” (refer note 27) in the Statement of Profit and Loss. 109.32 112.60
Current Service Cost
46.2 Defined benefit plan Interest Cost 34.54 39.36
The Company has defined benefit gratuity plan (funded with LIC) which is governed by the Payment of Gratuity Act, 1972. Net Actuarial losses / (gain) (25.25) (46.71)
Under the act, employee who has completed five years of service is entitled to gratuity benefit. Liability for employee (193.27) (122.04)
Benefits paid
benefits has been determined by an independent actuary, appointed for the purpose, in conformity with the principles
set out in the Ind AS-19, the details of which are as hereunder: Present value of Defined Benefit Obligation as at year end 483.05 557.71
(d) Expenses recognised during the year
These plans typically expose the Company to actuarial risks such as: Investment risk, Market risk (Interest rate),
longevity risk, Actuarial risk and Regulatory risk. Gratuity cost charged to statement of profit & loss
Current Service Cost 109.32 112.60
a) Investment risk
Interest Cost 1.07 3.39
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not
Total included in Statement of Profit and Loss (refer note no 27) 110.39 115.99
be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent
Statements
Financial
` in lakh 47 Financial instruments

For year ended For year ended 47.1 Capital management
March 31 2023 March 31 2022
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other
Remeasurement gain / loss charged to other comprehensive income equity reserves attributable to the equity holders of the Company. Primary objective of Company’s capital management is to
Expected return on Plan Assets 2.59 1.01 ensure that it maintains an optimum financing structure and healthy returns in order to support its business and maximize
Actuarial changes arising from changes in Demographic Assumptions - (31.40) shareholder value.
Actuarial changes arising from changes in Financial Assumptions (14.74) (0.33)

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
Experience Adjustments (10.51) (14.98) requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend
Total included in other comprehensive income (refer note no 33) (22.66) (45.70) payment to shareholders, return capital to shareholders or issue new shares. The Company does not have any long term
debts hence there is no capital gearing ratio. Surplus fund has been invested into risk free highly liquid financial instruments.
(e) Assumptions used
Discount rate 7.39% 6.86% 47.2 Categorization of Financial Instruments

Expected rate of return on assets 7.39% 6.86% ` in lakh
Salary escalation rate 7.00% 7.00% For year ended For year ended
Particulars
March 31 2023 March 31 2022
Withdrawal rate 5% - 25% 5% - 25%
(i) Financial Assets
Mortality table Indian Assured Indian Assured a) Investments at Fair Value through Profit or Loss (note 7.2) 57,503.97 61,163.93
Lives Mortality Lives Mortality
b) Measured at Amortised Cost
2012-14 Ult. 2012-14 Ult.
i) Cash and Cash Equivalents (note 12) 867.90 952.37
(f) Sensitivity Analysis of Actuarial Assumptions
ii) Other Bank Balance (note 13) 517.72 293.44
Impact on Defined Benefit Obligation
iii) Trade Receivables (note 11) 3,081.20 2,003.35
Discount Rate 0.5% increase -2.19% -2.90%
iv) Others (Current and Non Current) (note 8) 388.07 532.68
0.5% decrease 3.47% 3.07%
62,358.86 64,945.77
Salary Escalation Rate 0.5% increase 2.87% 3.05%
(ii) Financial Liabilities
0.5% decrease -2.74% -2.91%
Measured at Amortised Cost
(g) Categories of Plan Assets
i) Lease Liabilities (current & non current) (note 20) 928.40 -
Insurer managed fund (unquoted) 100% 100%
ii) Trade Payables (note 17) 4,478.70 4,534.20
(h) Expected benefit payout in future years iii) Other Financial Liabilities (note 18) 5,811.25 5,474.13
Within the next 12 months 122.65 108.45 11,218.35 10,008.33
Between 2 and 5 years 165.60 213.86
Beyond 5 years 520.16 596.55 47.3 Financial Risk Management

(i) The Weighted average duration of the defined benefit plan obligation at the end of the reporting period is 6.95 Years (Previous The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s
year 7.15 years). primary focus is to foresee the unpredictability of the financial markets and seek to minimize the potential adverse
(j) effects on its financial performance.
Expected contribution in respect of Gratuity for next year will be ` 122.65 lakhs (Previous year ` Nil).
(a) Market Risk
Notes:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
(i) The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk,
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from such commodity price risk. Financial instruments affected by market risk includes trade receivables, deposits and
actual developments in the future. These include the determination of the discount rate, future salary increases current investments.
and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a Defined
Benefit Obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each i) Interest Rate Risk
reporting date. Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company does not have any long term debt obligation hence is not affected
(ii) The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the
by interest rates fluctuations. The Company has invested its surplus funds in fixed income securities. The mark to
management considers the prevailing market yields of Indian Government Securities as at the Balance Sheet
market valuation of its portfolio is impact by fluctuation of the interest rates.
date for the estimated term of the obligation.
ii) Foreign Currency Risk
(iii) The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at
interval in response to demographic changes. The estimates of future salary increases, considered in actuarial Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of
valuation, take account of the inflation, seniority, promotion and other relevant factors. changes in exchange rates. The Company has international business and some part of its sales are in foreign
currencies which exposes to changes in foreign exchange rates. Fluctuating rupee can impact the realisation of
(iv) The sensitivity analyses shown above have been determined based on reasonably possible changes of the its receivables. The Company may use various hedging instruments to hedge its foreign currency risk associated
respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. with those exposures. The maximum export sales are done on advance payment basis and outstanding export
receivables are insignificant. Hence foreign currency risk have insignificant impact on the Company.
Statements
Financial
iii) Commodity Price Risk During the FY 19-20, the Company has granted additional 167,803 stock options to key management employee under
The Company is affected by the price volatility of its key raw materials. Its operating activities requires a continuous ""RSU 2020"" on 10th February 2020, at an exercise price of ` 1 per stock option. Each option represents 1 equity share
supply of key material for manufacturing of hair oil and other cosmetic products. The Company's procurement in the Company. The vesting period is 4 years from the date of grant and the exercise period is within three years from
department continuously monitor the fluctuation in price and take necessary action to minimise its price the date of vesting.
risk exposure.
There are no cash settlement alternatives in RSU 2018 and RSU 2020.
(b) Credit Risk
The expense recognised for employee services received during the year is shown in the following table:
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) ` in lakh
and from its treasury operation. The Company majorly sells its goods on advance payment basis and hence not subject For year ended For year ended
Particulars
March 31 2023 March 31 2022
to credit risk for its receivables. The Company has invested in high grade corporate bonds which have a strong track
record hence the credit risk component of its investment portfolio is neutralised. Expense arising from equity-settled share-based payment transactions 82.13 82.33
(c) Liquidity Risk The following table illustrates the number and weighted average exercise prices of, and movements in, share options
As of March 31, 2023, the Company has working capital of ` 60,335.68 lakhs (current assets of ` 72,222.99 lakhs during the year:
including cash and cash equivalents of ` 867.90 lakhs and current investments of ` 57,503.97 lakhs). The Company has For year ended March 31 2023 For year ended March 31 2022
no outstanding bank borrowings at year end. Accordingly, no liquidity risk is perceived. Particulars Exercise Price Exercise Price
Nos. of Option Nos. of Option
(` per option) (` per option)
48 Fair value Measurement
Opening Balance 1.00 167,803 1.00 167,803
The management assessed that fair value of loans, cash and cash equivalents, trade receivables, trade payables and other
current liabilities approximate to their carrying amounts largely due to the short-term maturities of these instruments. Granted during the year 1.00 - 1.00 -
Exercised during the year 1.00 - 1.00 -
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged Forfeited during the year 1.00 - 1.00 -
in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and
Closing balance 1.00 167,803 1.00 167,803
assumptions were used to estimate the fair values.
Vested and exercisable - - - -
i) The fair value of unquoted instruments are evaluated by the Company based on parameters such as interest rates
and its investments ratting. Share option outstanding at the end of the year have following expiry date and exercise price:
ii) The fair values of the quoted instruments are based on price quotations at the reporting date. Exercise Price
Grant date Expiry date 31-Mar-23 31-Mar-22
(` per option)
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by February 10, 2020 February 9, 1 167,803 167,803
valuation technique. 2024-27
Weighted average remaining contractual life of the options (Years) 0.86 1.86
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Fair value
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable,
The fair value of the share options is estimated at the grant date using Black Sholes Option Pricing Model, which takes
either directly or indirectly.
into account the exercise price, terms and conditions of the options, the share price at grant date, expected price volatility
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on of the underlying shares, the expected dividend yield and risk free interest rate.
observable market data.
The weighted average fair value of the options granted during the year is ` Nil (Previous Year :` Nil) per share.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at
The following assumptions were used for calculating fair valuation of the grants:
fair value, grouped into Level 1 to Level 3 as described below:
Particulars 10/02/2020
` in lakh
Dividend yield 3.00%
Assets measured at fair value Total Level 1 Level 2 Level 3
Expected volatility 32%PA.
As at March 31, 2023
Risk free Interest rate 5.9%PA.
Current investments (quoted) (note 7.2) 57,503.97 57,503.97 - -
Expected life of the contract 1-4 years
Weighted average share price (` per share) 221.79
As at March 31, 2022
Current investments (quoted) (note 7.2) 61,163.93 61,163.93 - - The volatility in share price is estimated from the actual movement in share prices of the Company over one year preceding
the grant date. This historical volatility is the annualized standard deviation of the continuously compounded rates of daily
49 Disclosures required pursuant to Ind AS 102 - Share Based Payment stock returns.
Employee stock option plan
During the FY 18-19, the Company has implemented the Bajaj Corp Employee Restricted Stock Unit Plan 2018 (“RSU
2018”) which was approved by the shareholders of the Company at the Annual General Meeting held on July 23, 2018
enabling the grant of 7,37,500 stock options to the some of the key management employees. Pursuant to the said approval,
on August 14, 2018 the Company had granted 2,53,596 stock options to some key management employees of the Company,
at an exercise price of ` 1 per stock option. Out of 2,53,596 stock options 40,159 have been exercised (FY 20-21 : 5,813
nos.; FY 19-20 : 34,346 nos.) and remaining 2,13,437 options have been forfeited (FY 20-21 : 1,14,667 nos.; FY 19-20 :
98,770 nos.)
Statements
Financial
50 Related Party Disclosure ` in lakh

50.1 Related Parties and Relationships Entity having
Key
Significant Subsidiary Entities
Name of the Related Party Relationship S No Nature of Transaction management Total
Influence over company specified in D
personnel
A The entity and the reporting entity are members of the same group the Company
1 Uptown Properties and Leasing Private Limited Subsidiary company 6 Retirement benefits (Gratuity) - - - 23.17 23.17
2 Bajaj Bangladesh Limited Subsidiary company (-) (-) (-) (-) (-)
3 Bajaj Corp International (FZE) Subsidiary company 7 Sitting Fees paid - 10.15 - - 10.15
(-) (8.85) (-) (-) (8.85)
8 Professional Fee Paid - 150.00 - - 150.00
B The entity (including member of the same group) having Significant
influence over the reporting entity (-) (150.00) (-) (-) (150.00)
1 Bajaj Resources Private Limited Significant influence over the reporting entity 9 Corporate Social Responsibility - - - 478.07 478.07
(Formerly known as Bajaj Resources Limited) (-) (-) (-) (528.75) (528.75)
2 KNB Enterprises LLP Subsidiary of Bajaj Resources Private Limited B. Balance Sheet
3 SKB Roop Commercial LLP Subsidiary of Bajaj Resources Private Limited 1 Investment in Equity - - 724.19 - 724.19
(-) (-) (1,463.49) (-) (1,463.49)
C Key management personnel of the reporting entity or of parent of the
(Figures in bracket are for previous year)
reporting entity
1 Mr. Kushagra Bajaj Chairman and Non-Executive Director 50.3 Outstanding Balances
2 Mr. Jaideep Nandi Managing Director ` in lakh
3 Mr. Sumit Malhotra Non-Executive Director For year ended For year ended
Particulars
March 31 2023 March 31 2022
4 Mr. Aditya Vikram Somani Independent Director
Entity having Significant Influence over the Company
5 Mr. Gaurav Dalmia Independent Director
(i) Royalty 219.92 778.02
6 Mr. Dilip Cherian Independent Director
Subsidiaries
7 Ms. Lilian Jessie Paul Independent Director
(i) Sales of goods 351.06 134.68
8 Mr. Dilip Kumar Maloo Chief Financial Officer
(ii) Investment in Equity 16,655.43 15,313.89
9 Mr. Vivek Mishra Company Secretary & Compliance Officer (w.e.f Sept 1, 2021)
(iii) Share Application Money - 617.34
10 Mr. Chandresh Chhaya Company Secretary & Compliance Officer (till Aug 31, 2021)
Key management personnel of the reporting entity
11 Mr. Apoorv Bajaj Key Management Personnel
(i) Sitting Fees 0.59 -
D Entities over which persons specified above having control or 51 Figures have been regrouped/rearranged wherever necessary.
significant influence
1 Abhitech Developers Private Limited 52 This Standalone Financial Statements for the year ended March 31, 2023 were approved by the Board of Directors on May 03, 2023.
2 Kamalnayan Jamnalal Bajaj Foundation As per our report of even date

3 Lalitpur Power Generation Company Limited For Chopra Vimal & Co. For and on behalf of the Board
Firm's Registration No.: 006456C
50.2 Transactions during the year with Related Parties:
` in lakh Vimal Chopra Kushagra Bajaj Jaideep Nandi Aditya Vikram Somani
Entity having M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286
Key
Significant Subsidiary Entities
S No Nature of Transaction management Total
personnel Dilip Cherian D. K. Maloo Vivek Mishra
the Company
A. Statement of Profit and Loss DIN 00322763 M. No. A21901
1 Dividend Paid 2,245.00 0.86 - - 2,245.86 Place: Mumbai Place: Mumbai
(4,490.00) (1.72) (-) (-) (4,491.72) Date: May 3, 2023 Date: May 3, 2023
2 Royalty Expense 948.20 - - - 948.20
(864.46) (-) (-) (-) (864.46)
3 Rent Expenses 89.32 - - 11.99 101.31
(96.37) (-) (-) (11.59) (107.96)
4 Sales of Goods - - 657.61 - 657.61
(-) (-) (369.27) (-) (369.27)
5 Remuneration - 644.62 - - 644.62
(-) (720.42) (-) (-) (720.42)
Independent Auditors’ Report Independent Auditors’ Report (Contd.) -
Statements
Financial
To the Members of Other Information Auditor’s Responsibilities for the Audit of the
Bajaj Consumer Care Limited The Holding Company’s management and Board of Directors Consolidated Financial Statements
are responsible for the other information. The other information Our objectives are to obtain reasonable assurance about
Report on the Audit of the Consolidated Financial Basis for Opinion comprises the information included in the Holding Company’s whether the consolidated financial statements as a whole
Statements We conducted our audit in accordance with the Standards annual report, but does not include the consolidated financial are free from material misstatement, whether due to fraud
on Auditing (SAs) specified under section 143(10) of the Act. statements and our auditor’s report thereon. or error, and to issue an auditor’s report that includes our
Opinion Our responsibilities under those Standards are further Our opinion on the consolidated financial statements does not opinion. Reasonable assurance is a high level of assurance,
We have audited the accompanying consolidated financial described in the Auditor’s Responsibilities for the Audit of cover the other information and we do not express any form of but is not a guarantee that an audit conducted in accordance
statements of Bajaj Consumer Care Limited (hereinafter the Consolidated Financial Statements section of our report. assurance conclusion thereon. with SAs will always detect a material misstatement when
referred to as the “Holding Company” or “the Company”) We are independent of the Group in accordance with the it exists. Misstatements can arise from fraud or error and
In connection with our audit of the consolidated financial
and its subsidiaries (Holding Company and its subsidiaries ethical requirements that are relevant to our audit of the are considered material if, individually or in the aggregate,
statements, our responsibility is to read the other information
together referred to as “the Group”), which comprise the consolidated financial statements in India in terms of the they could reasonably be expected to influence the economic
and, in doing so, consider whether the other information
consolidated Balance Sheet as at March 31, 2023, and the Code of Ethics issued by ICAI and the relevant provisions of decisions of users taken on the basis of these consolidated
is materially inconsistent with the consolidated financial
consolidated statement of Profit and Loss (including other the Act, and we have fulfilled our other ethical responsibilities financial statements.
statements or our knowledge obtained in the audit or
comprehensive income), the consolidated statement of in accordance with these requirements. We believe that the As part of an audit in accordance with SAs, we exercise
otherwise appears to be materially misstated. If, based on the
changes in equity and the consolidated cash flows Statement audit evidence obtained by us along with the consideration professional judgment and maintain professional skepticism
work we have performed, we conclude that there is a material
for the year then ended, and notes to the consolidated financial of audit reports of the other auditors referred to in sub throughout the audit. We also:
misstatement of this other information, we are required to
statements, including a summary of significant accounting paragraph (a) of the “Other Matters” paragraph below, is report that fact. We have nothing to report in this regard. • Identify and assess the risks of material misstatement
policies and other explanatory information (hereinafter sufficient and appropriate to provide a basis for our opinion of the consolidated financial statements, whether due
referred to as “the consolidated financial statements”). on the consolidated financial statements Responsibilities of Management and Those to fraud or error, design and perform audit procedures
In our opinion and to the best of our information and
Charged with Governance for the Consolidated responsive to those risks, and obtain audit evidence that
Key Audit Matters Financial Statements is sufficient and appropriate to provide a basis for our
according to the explanations given to us, and based on the
Key audit matters are those matters that, in our professional The Holding Company’s management and Board of Directors opinion. The risk of not detecting a material misstatement
consideration of reports of other auditors on standalone
judgment, were of most significance in our audit of the are responsible for the preparation and presentation of these resulting from fraud is higher than for one resulting from
financial statements of subsidiaries as audited by other
consolidated financial statements of the current period. consolidated financial statements in term of the requirements error, as fraud may involve collusion, forgery, intentional
auditors, the aforesaid consolidated financial statements
These matters were addressed in the context of our audit of the Act that give a true and fair view of the consolidated omissions, misrepresentations, or the override of
give the information required by the Companies Act, 2013
of the consolidated financial statements as a whole, and in financial position, consolidated financial performance internal control.
(“the Act”) in the manner so required and give a true and fair
forming our opinion thereon, and we do not provide a separate (including other comprehensive income) consolidated changes • Obtain an understanding of internal control relevant to
view in conformity with the accounting principles generally
opinion on these matters. in equity and consolidated cash flows of the Group in accordance the audit in order to design audit procedures that are
accepted in India, of the consolidated state of affairs (financial
position) of the Group as at March 31, 2023, of consolidated with the accounting principles generally accepted in India, appropriate in the circumstances. Under Section 143(3)
We have determined the matters described below to the key including the Indian Accounting Standards (‘Ind AS’) specified (i) of the Act, we are also responsible for expressing our
profit (financial performance including other comprehensive
audit matters to be communicated in our report. under section 133 of the Act. The respective management and opinion on the internal financial controls with reference to
income), consolidated changes in equity and its consolidated
cash flows for the year ended on that date. Board of Directors of the companies included in the Group are the consolidated financial statements and the operating
responsible for maintenance of adequate accounting records in effectiveness of such controls.
Key Audit Matter Auditor’s Response accordance with the provisions of the Act for safeguarding the • Evaluate the appropriateness of accounting policies used
assets of the Group and for preventing and detecting frauds and and the reasonableness of accounting estimates and
Revenue Recognition Our key procedures included, but not limited to, the following:
other irregularities; selection and application of appropriate related disclosures made by management.
The Revenues of the Group consists primarily of (a) Assessed the appropriateness of the Group’s revenue recognition accounting
accounting policies; making judgments and estimates that are
sale of products and is recognized when control of policies, including those relating to rebates and trade discounts by comparing with • Conclude on the appropriateness of management’s use of
products being sold is transferred to customer and the applicable accounting standards reasonable and prudent; and the design, implementation and
the going concern basis of accounting and, based on the
there is no unfulfilled obligation maintenance of adequate internal financial controls, that were
(b) Tested the design and operating effectiveness of the general IT control environment audit evidence obtained, whether a material uncertainty
Revenue is measured at fair value of the and the manual controls for recognition of revenue, calculation of discounts and operating effectively for ensuring accuracy and completeness
exists related to events or conditions that may cast
consideration received or receivable and is rebates of the accounting records, relevant to the preparation and
significant doubt on the ability of the Group to continue
accounted for net of rebates and trade discounts (c) Performed test of details: presentation of the consolidated financial statements that give
as a going concern. If we conclude that a material
The estimation of discounts, incentives and rebates a true and fair view and are free from material misstatement,
i. Tested, on a sample basis, sales transactions to the underlying supporting which uncertainty exists, we are required to draw attention
related to sales made during the year, is material, includes tax invoice, eway bill, goods dispatch notes and shipping documents whether due to fraud or error, which have been used for the
in our auditor’s report to the related disclosures in the
complex and subject to judgments. purpose of preparation of the consolidated financial statements
ii. Reviewed, on a sample basis, sales agreements and the underlying contractual consolidated financial statements or, if such disclosures
The complexity mainly relates to various discounts, terms related to delivery of goods and rebates to assess the Group’s revenue by the Directors of the Holding Company, as aforesaid.
are inadequate, to modify our opinion. Our conclusions
incentives and scheme offers, diverse range recognition policies with reference to the requirements of the applicable In preparing the consolidated financial statements, the
of market presence and complex contractual are based on the audit evidence obtained up to the
accounting standards; respective management and Board of Directors of the
agreements/ commercial terms across those date of our auditor’s report. However, future events or
markets. iii. Assessed the Group’s process for recording of the accruals for discounts and companies included in the Group are responsible for assessing conditions may cause the Group to cease to continue as a
rebates as at the year-end for the prevailing incentive schemes the ability of the Group to continue as a going concern,
Therefore, there is a risk of revenue being misstated going concern.
as a result of inaccurate estimates of discounts and iv. Tested on a sample basis, discounts and rebates recorded during the year to the disclosing, as applicable, matters related to going concern and
relevant approvals and supporting documentation which includes assessing the • Evaluate the overall presentation, structure and content
rebates. using the going concern basis of accounting unless the Board
terms and conditions defined in the prevalent schemes and customer contracts; of the consolidated financial statements, including the
The Group also focuses on revenue as a key of Directors either intends to liquidate the Group or to cease
disclosures, and whether the consolidated financial
performance measure, which could create an (d) Compared the discount, incentives and rebates of the current year with the prior operations, or has no realistic alternative but to do so.
statements represent the underlying transactions and
incentive for overstating revenue by influencing the year for variance/trend analysis and where relevant, conducted further inquiries
and testing to corroborate the variances by considering both internal and external The respective Board of Directors of the companies included events in a manner that achieves fair presentation.
computation of rebates and discounts in the Group are responsible for overseeing the financial
benchmarks, overlaying our understanding of industry practices and recent changes • Obtain sufficient appropriate audit evidence regarding the
Considering the materiality of amounts involved, in economic environment; and reporting process of each company.
significant judgements related to estimation financial information of the entities or business activities
of rebates and discounts, the same has been (e) Assessed the appropriateness of the Group’s description of the accounting policy, within the Group to express an opinion on the consolidated
disclosures related to discounts, incentives and rebates and whether these are
considered as a key audit matter financial statements. We are responsible for the direction,
adequately presented in the consolidated financial statements.
Independent Auditors’ Report (Contd.) Independent Auditors’ Report (Contd.) -
Statements
Financial
supervision and performance of the audit of the financial in their respective countries to accounting principles (e) On the basis of the written representations received whether recorded in writing or otherwise, that
statements of such entities included in the consolidated generally accepted in India. We have audited these from the directors of the Holding Company as on March the Intermediary shall, directly or indirectly lend
financial statements of which we are the independent conversion adjustments made by the Holding Company’s 31, 2023 taken on record by the Board of Directors of or invest in other persons or entities identified
auditors. For the other entities included in the consolidated management. Our opinion in so far as it relates to the the Holding Company and the reports of the statutory in any manner whatsoever by or on behalf
financial statements, which have been audited by other balances and affairs of such subsidiaries located outside auditors of its subsidiary companies incorporated in of the Company or any of such subsidiaries
auditors, such other auditors remain responsible for the India is based on the report of other auditors and the India, none of the directors of the Group companies, (“Ultimate Beneficiaries”) or provide any
direction, supervision and performance of the audits conversion adjustments prepared by the management of incorporated in India is disqualified as on March 31, guarantee, security or the like on behalf of the
carried out by them. We remain solely responsible for the Holding Company and audited by us. 2023 from being appointed as a director in terms of Ultimate Beneficiaries.
our audit opinion. Our responsibilities in this regard are (b) The consolidated financial statements of the Company for Section 164(2) of the Act. b. The respective Managements of the Company
further described in para (a) of the section titled ‘Other the year ended March 31, 2022, were audited by another (f) With respect to the adequacy of internal financial and its subsidiaries which are companies
Matters’ in this audit report. auditor who expressed an unmodified opinion on those controls with reference to financial statements of incorporated in India, whose financial
We communicate with those charged with governance of statements on May 6, 2022. the Group and the operating effectiveness of such statements have been audited under the Act,
the Holding Company and such other entities included in Our opinion on the consolidated financial statements, and controls, refer to our separate report in Annexure have represented to us that, to the best of their
the consolidated financial statements of which we are the our report on Other Legal and Regulatory Requirements ‘A’. Our report expresses an unmodified opinion knowledge and belief, no funds (which are
independent auditors regarding, among other matters, below, is not modified in respect of the above matters with on the adequacy and operating effectiveness of material either individually or in the aggregate)
the planned scope and timing of the audit and significant respect to our reliance on the work done and the reports internal financial controls over financial reporting of have been received by the Company or any of
audit findings, including any significant deficiencies in of the other auditors. those companies. such subsidiaries from any person or entity,
internal control that we identify during our audit. (g) With respect to the matter to be included in the including foreign entity (“Funding Parties”), with
We also provide those charged with governance with Report on Other Legal and Regulator y Auditors’ Report under Section 197(16) of the Act: the understanding, whether recorded in writing
a statement that we have complied with relevant Requirements or otherwise, that the Company or any of such
In our opinion and according to the information and
ethical requirements regarding independence, and to 1. With respect to the matters specified in paragraphs 3(xxi) subsidiaries shall, directly or indirectly, lend or
explanations given to us, the remuneration paid by
communicate with them all relationships and other and 4 of the Companies (Auditor’s Report) Order, 2020 (the invest in other persons or entities identified in
the Holding Company and its subsidiary companies,
matters that may reasonably be thought to bear on our “Order” or “CARO”) issued by the Central Government any manner whatsoever by or on behalf of the
where applicable, to its directors during the current
independence, and where applicable, related safeguards. in terms of Section 143(11) of the Act, to be included in Funding Party (“Ultimate Beneficiaries”) or
year is in accordance with the provisions of Section
the Auditor’s report, according to the information and provide any guarantee, security or the like on
From the matters communicated with those charged with 197 of the Act.
explanations given to us, and based on the CARO reports behalf of the Ultimate Beneficiaries.
governance, we determine those matters that were of (h) With respect to the other matters to be included in
most significance in the audit of the consolidated financial issued by us for the Company and CARO report issued c. Based on the audit procedures that have been
the Auditor’s Report in accordance with Rule 11 of
statements of the current period and are therefore the by the statutory auditors of its subsidiaries included in considered reasonable and appropriate in the
the Companies (Audit and Auditor’s) Rules, 2014, in
key audit matters. We describe these matters in our the consolidated financial statements of the Company, to circumstances performed by us on the Company
our opinion and to the best of our information and
auditor’s report unless law or regulation precludes which reporting under CARO is applicable, we report that and its subsidiaries which are companies
according to the explanations given to us and based on
public disclosure about the matter or when, in extremely there are no qualifications or adverse remarks in these incorporated in India whose financial statements
the consideration of the reports of the other auditors
rare circumstances, we determine that a matter CARO reports. have been audited under the Act, nothing has
on standalone financial statements of the subsidiaries
should not be communicated in our report because the 2. As required by Section 143(3) of the Act, based on our audit come to our notice that has caused us to believe
as noted in the ‘Other Matters’ paragraph:
adverse consequences of doing so would reasonably and on the consideration of report of the other auditors that the representations under sub-clause (i)
i. The consolidated financial statements and (ii) of Rule 11(e), as provided under (a) and
be expected to outweigh the public interest benefits of on standalone financial statements of subsidiaries as
disclose the impact of pending litigations (b) above, contain any material misstatement.
such communication. audited by other auditors, as noted in the ‘Other Matters’
on the consolidated financial position of the
paragraph, we report, to the extent applicable, that: v. The dividend declared or paid during the year by
Other Matters Group – Refer Note 22 to the consolidated
(a) We have sought and obtained all the information and the Company is in compliance with section 123
financial statements.
(a) We did not audit the financial statements of three explanations which to the best of our knowledge and of the Companies Act, 2013.
subsidiaries, whose financial statements reflect ii. The Group did not have any material foreseeable
belief were necessary for the purposes of our audit vi. Proviso to Rule 3(1) of the Companies (Accounts)
total assets of ` 10,218.52 lacs as at March 31, 2023, losses on long-term contracts including
of the aforesaid consolidated financial statements. Rules, 2014 for maintaining books of account
total revenues of ` 1,749.33 lacs and net cash inflows derivative contracts.
(b) In our opinion, proper books of account as required using accounting software which has a feature
amounting to ` 328.06 lacs for the year ended on that date, iii. There has been no delay in transferring of recording audit trail (edit log) facility is
by law relating to preparation of the aforesaid
as considered in the consolidated financial statements. amounts, required to be transferred, to the applicable with effect from April 1, 2023 to the
consolidated financial statements have been kept
These financial statements have been audited by other Investor Education and Protection Fund by the Company and its subsidiaries which are the
so far as it appears from our examination of those
auditors whose reports have been furnished to us by Holding Company and its subsidiary company company incorporated in India, and accordingly,
books and the reports of the other auditors.
the Management and our opinion on the consolidated incorporated in India. reporting under Rule 11(g) of Companies (Audit
financial statements, in so far as it relates to the amounts (c) The Consolidated Balance Sheet, the Consolidated
iv. and Auditors) Rules, 2014 is not applicable for
and disclosures included in respect of these subsidiaries, Statement of Profit and Loss (including other
a. The respective Managements of the Company the financial year ended March 31, 2023.
and our report in terms of sub-section (3) of Section 143 of comprehensive income), the consolidated Statement
of Changes in Equity and the Consolidated Cash Flow and its subsidiaries which are companies
the Act, in so far as it relates to the aforesaid subsidiaries, For Chopra Vimal & Co.
Statement dealt with by this Report are in agreement incorporated in India, whose financial
is based solely on the reports of the other auditors.
with the relevant books of account maintained for statements have been audited under the Act, Chartered Accountants
Two of these subsidiaries are located outside India whose have represented to us that, to the best of their Firm Registration No. 006456C
the purpose of preparation of the consolidated
financial statements have been prepared in accordance knowledge and belief, no funds (which are
financial statements. Vimal Chopra
with accounting principles generally accepted in their material either individually or in the aggregate)
respective countries and which have been audited (d) In our opinion, the aforesaid consolidated financial Partner
have been advanced or loaned or invested
by other auditors under generally accepted auditing statements comply with the Indian Accounting Membership No: 074056
(either from borrowed funds or share premium
standards applicable in their respective countries. The Standards specified under Section 133 of the Act UDIN: 23074056BGZEHX3620
or any other sources or kind of funds) by the
Holding Company’s management has converted the read with Companies (Indian Accounting Standard)
Company or any of such subsidiaries to or in any Place: Mumbai
financial statements of such subsidiaries located outside Rules, 2015, as amended.
other person or entity, including foreign entity Date: May 3, 2023
India from accounting principles generally accepted (“Intermediaries”), with the understanding,
Annexure ‘A’ Annexure ‘A’ (Contd.) -
Statements
Financial
Annexure to the independent auditor’s report of even date on the Consolidated financial statements of Bajaj Consumer
Care Limited
Report on the Internal Financial Controls under Clause (i) Our audit involves performing procedures to obtain audit Other Matters
of Sub-section 3 of Section 143 of the Companies Act, 2013 evidence about the adequacy of the internal financial controls
Our aforesaid reports under Section 143(3)(i) of the Act on
(“the Act”) system with reference to consolidated financial statements
the adequacy and operating effectiveness of the internal
and their operating effectiveness.
Opinion financial controls with reference to consolidated financial
statements in so far as it relates to a subsidiary company,
In conjunction with our audit of the consolidated financial Our audit of internal financial controls with reference to
which is company incorporated in India, is based on the
statements of the Company as of and for the year ended consolidated financial statements included obtaining an
corresponding reports of the auditors of such companies
March 31, 2023, we have audited the internal financial understanding of such internal financial controls, assessing
incorporated in India.
controls with reference to consolidated financial statements the risk that a material weakness exists, and testing and
of Bajaj Consumer Care Limited (hereinafter referred to as evaluating the design and operating effectiveness of internal
For Chopra Vimal & Co.
“the Holding Company”) and its subsidiary company, which control based on the assessed risk. The procedures selected
are companies incorporated in India, as of that date. depend on the auditor’s judgement, including the assessment Chartered Accountants
of the risks of material misstatement of the consolidated Firm Registration No. 006456C
In our opinion, the Holding Company and its subsidiary
financial statements, whether due to fraud or error.
company, which are companies incorporated in India, have, in Vimal Chopra
all material respects, an adequate internal financial controls
We believe that the audit evidence we have obtained and the Partner
system with reference to consolidated financial statements
audit evidence obtained by the other auditors in terms of their Membership No: 074056
and such internal financial controls were operating effectively
reports referred to in the Other Matters paragraph below, UDIN: 23074056BGZEHX3620
as at March 31, 2023, based on the internal financial control
is sufficient and appropriate to provide a basis for our audit
with reference to consolidated financial statements criteria
opinion on the Company’s internal financial controls system Place: Mumbai
established by such Companies considering the essential
with reference to consolidated financial statements. Date: May 3, 2023
components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India (“the
Meaning of Internal Financial Controls with
Guidance Note”).
reference to Consolidated Financial Statements
A company's internal financial control with reference to
Management’s Responsibility for Internal consolidated financial statements is a process designed to
Financial Controls provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
The Board of Directors of the of the Holding company, its
for external purposes in accordance with generally accepted
subsidiary company which are companies incorporated
accounting principles. A company's internal financial
in India, are responsible for establishing and maintaining
control with reference to consolidated financial statements
internal financial controls with reference to consolidated
includes those policies and procedures that (1) pertain to the
financial statements based on the criteria established by the
maintenance of records that, in reasonable detail, accurately
respective company considering the essential components
and fairly reflect the transactions and dispositions of the
of internal control stated in the Guidance Note. These
assets of the company; (2) provide reasonable assurance that
responsibilities include the design, implementation and
transactions are recorded as necessary to permit preparation
maintenance of adequate internal financial controls that
of financial statements in accordance with generally accepted
were operating effectively for ensuring the orderly and
accounting principles, and that receipts and expenditures
efficient conduct of its business, including adherence to
of the company are being made only in accordance with
the respective company’s policies, the safeguarding of its
authorisations of management and directors of the company;
assets, the prevention and detection of frauds and errors,
and (3) provide reasonable assurance regarding prevention
the accuracy and completeness of the accounting records,
or timely detection of unauthorised acquisition, use, or
and the timely preparation of reliable financial information,
disposition of the company's assets that could have a material
as required under the Act.
effect on the financial statements.
Auditor’s Responsibility Inherent Limitations of Internal Financial
Our responsibility is to express an opinion on the internal Controls with reference to Consolidated Financial
financial controls with reference to consolidated financial Statements
statements based on our audit. We conducted our audit in
Because of the inherent limitations of internal financial
accordance with the Guidance Note and the Standards on
controls with reference to consolidated financial statements,
Auditing, issued by ICAI and deemed to be prescribed under
including the possibility of collusion or improper management
section 143(10) of the Act, to the extent applicable to an audit
override of controls, material misstatements due to error
of internal financial controls with reference to consolidated
or fraud may occur and not be detected. Also, projections
financial statements. Those Standards and the Guidance Note
of any evaluation of the internal financial controls with
require that we comply with ethical requirements and plan
reference to consolidated financial statements to future
and perform the audit to obtain reasonable assurance about
periods are subject to the risk that the internal financial
whether adequate internal financial controls with reference
control with reference to consolidated financial statements
to consolidated financial statements was established and
may become inadequate because of changes in conditions, or
maintained and if such controls operated effectively in all
that the degree of compliance with the policies or procedures
material respects.
may deteriorate.
Consolidated Balance Sheet Consolidated Statement of Profit and Loss -
Statements
Financial
as at March 31, 2023 for the year ended March 31, 2023
` in lakh ` in lakh
As at As at
Particulars Note No. For the Year ended For the Year ended
March 31, 2023 March 31, 2022 Particulars Note No.
March 31, 2023 March 31, 2022
ASSETS
Non-Current Assets I. Revenue from Operations 23 96,087.26 87,995.74
(a) Property, Plant & Equipment 3 10,803.70 10,758.98 II. Other Income 24 3,706.77 3,863.90
(b) Capital Work-in-Progress 4 2,766.04 2,753.34 III. Total Revenue (I + II) 99,794.03 91,859.64
(c) Goodwill 5 4,300.10 4,300.10
(d) Other Intangible Assets 5 63.07 122.25 IV. Expenses
(e) Right-of-use assets 6 881.87 - 1. Cost of Materials Consumed 25 25,248.20 24,539.47
(f) Other Financial Assets 8 430.36 481.75 2. Purchase of Stock in Trade 18,478.55 13,182.88
(g) Deferred tax assets (net) 14 28.71 18.71
3. Changes in Inventories of Finished Goods, Stock in Trade and Work-in- 26 264.90 (845.25)
(h) Other Non-Current Assets 9 34.48 13.89
Progress
19,308.33 18,449.02
Current Assets 4. Employee Benefits Expense 27 8,918.55 8,826.45
(a) Inventories 10 5,128.14 5,708.91 5. Finance Costs 28 97.35 100.93
(b) Financial Assets 6. Depreciation and Amortisation 29 851.66 506.68
(i) Investments 7 57,503.97 61,163.93
(ii) Trade Receivables 11 3,043.56 1,913.34 7. Other Expenses 30 29,055.61 24,900.97
(iii) Cash and Cash Equivalents 12 1,395.43 1,151.84 Total Expenses 82,914.82 71,212.13
(iv) Bank Balances other than (iii) above 13 517.72 293.44 V. Profit before Tax (III – IV) 16,879.21 20,647.51
(v) Others 8 1.14 92.48
VI. Tax expense:
(c) Current tax assets (net) 14 12.21 4.28
(d) Other Current Assets 9 5,530.82 4,368.07 1. Current Tax 14 2,961.71 3,695.15
73,132.99 74,696.29 2. Tax expenses of earlier year 14 5.66 -
TOTAL ASSETS 92,441.32 93,145.31
3. Deferred Tax 14 (9.96) (11.14)
EQUITY AND LIABILITIES
EQUITY 2,957.41 3,684.01
(a) Equity Share Capital 15 1,426.42 1,475.40 VII. Profit for the period (V – VI) 13,921.80 16,963.50
(b) Other Equity 16 77,541.47 79,487.98 VIII. Other Comprehensive Income
78,967.89 80,963.38
LIABILITIES (A) Items that will not be Reclassified to Statement of Profit and Loss
Non-Current Liabilities - Remeasurement gains/(losses) on Defined Benefit Plans 33 22.66 45.70
(a) Financial Liabilities - Income tax effect (3.96) (7.98)
18.70 37.72
(b) Provisions for Employee Benefit 21 379.74 367.26
990.49 367.26 (B) Items that will be Reclassified to Statement of Profit and Loss
Current Liabilities - Foreign Currency Translation Difference 33 (104.42) (27.64)
(a) Financial Liabilities
- Income tax effect - -
(ii) Trade Payables (104.42) (27.64)
(a) Total outstanding dues of micro and small enterprises 17 350.14 213.83 Total Other Comprehensive Income (VIII) (85.72) 10.08
(b) Total outstanding dues of creditors other than micro and small 17 4,153.51 4,339.90
IX. Total Comprehensive Income for the period (VII + VIII) 13,836.08 16,973.58
enterprises
(iii) Other Financial Liabilities 18 6,362.17 5,902.47 X. Earnings per Equity Share:
(b) Other Current Liabilities 19 1,101.87 1,197.27 1. Basic 34 9.48 11.50
(c) Provisions for Employee Benefit 21 177.38 161.20
2. Diluted 9.47 11.49
(d) Current Tax Liabilities (net) 14 20.22 -
12,482.94 11,814.67 Significant Accounting Policies
TOTAL EQUITY AND LIABILITIES 92,441.32 93,145.31 The accompanying notes are an integral part of the Consolidated financial statements. 1&2
Significant Accounting Policies 1&2
The accompanying notes are an integral part of the Consolidated financial statements. As per our report of even date
For Chopra Vimal & Co. For and on behalf of the Board
As per our report of even date Chartered Accountants
For Chopra Vimal & Co. For and on behalf of the Board Firm's Registration No.: 006456C
Firm's Registration No.: 006456C Vimal Chopra Kushagra Bajaj Jaideep Nandi Aditya Vikram Somani
Vimal Chopra Kushagra Bajaj Jaideep Nandi Aditya Vikram Somani M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286
M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286 Dilip Cherian D. K. Maloo Vivek Mishra
Dilip Cherian D. K. Maloo Vivek Mishra DIN 00322763 M. No. A21901
DIN 00322763 M. No. A21901 Place: Mumbai Place: Mumbai
(A) EQUITY SHARE CAPITAL
184
Particulars Nos. in lakhs ` in lakh
Equity Shares of ` 1 each Issued, Subscribed and Fully Paid up
As at April 1, 2021 1,475.40 1,475.40
Change in Equity Share Capital during the year - -
As at March 31, 2022 1,475.40 1,475.40
Change in Equity Share Capital during the year (Refer Note 15) (48.98) (48.98)
As at March 31, 2023 1,426.42 1,426.42
(B) OTHER EQUITY

for the year ended March 31, 2023

` in lakh
Attributable to Equity holders of Parent
Reserves and Surplus Item of OCI
Foreign Non-Controlling Total Other
Securities General Retained Currency Total Interest Equity
outstanding Redemption
Premium Reserves Earnings Translation
account Reserve
Reserve
As at April 1, 2022 29,632.12 6,561.44 43,221.04 175.75 - (102.37) 79,487.98 - 79,487.98
Profit for the year - - 13,921.80 - - - 13,921.80 - 13,921.80
Recognition of share based payment - - - 82.13 - - 82.13 - 82.13
expenses (refer note 48)
Utilised for buyback of equity shares (8,014.78) - - - - - (8,014.78) - (8,014.78)
during the year (refer note 15)
Transaction costs towards Buyback of (81.21) - - - - - (81.21) - (81.21)
Consolidated Statement of Changes in Equity
equity shares (refer note 15)
Bajaj Consumer Care Limited

Buy Back Distribution Tax Liability (refer (1,867.12) - - - - - (1,867.12) - (1,867.12)
note 15)
Amount transferred to capital redemption - (48.98) - - 48.98 - - - -
reserve upon Buyback
Other Comprehensive Income (Note 33) - - 18.70 - - (104.42) (85.72) - (85.72)
Total 19,669.01 6,512.46 57,161.54 257.88 48.98 (206.79) 83,443.08 - 83,443.08
Payment of Interim Dividend - - (5,901.61) - - - (5,901.61) - (5,901.61)
As at March 31, 2023 19,669.01 6,512.46 51,259.93 257.88 48.98 (206.79) 77,541.47 - 77,541.47

` in lakh
Attributable to Equity holders of Parent
Reserves and Surplus Item of OCI
Foreign Non-Controlling Total Other
Securities General Retained Currency Total Interest Equity
outstanding Redemption
Premium Reserves Earnings Translation
account Reserve
Reserve
As at April 1, 2021 29,632.12 6,561.44 38,023.03 93.42 - (74.73) 74,235.28 - 74,235.28
Profit for the year - - 16,963.50 - - - 16,963.50 - 16,963.50
Recognition of share based payment - - - 82.33 - - 82.33 - 82.33
expenses (refer Note 48)
Other Comprehensive Income (Note 33) - - 37.72 - - (27.64) 10.08 - 10.08

Total 29,632.12 6,561.44 55,024.25 175.75 - (102.37) 91,291.19 - 91,291.19
Payment of Interim Dividend - - (11,803.21) - - - (11,803.21) - (11,803.21)
As at March 31, 2022 29,632.12 6,561.44 43,221.04 175.75 - (102.37) 79,487.98 - 79,487.98
Significant Accounting Policies 1 & 2

The accompanying notes are an integral part of the Consolidated Financial Statements.
As per our report of even date
Firm's Registration No.: 006456C

M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286

17th Annual Report 2022-23
Consolidated Statement of Changes in Equity

DIN 00322763 M. No. A21901

185
Statements
Financial
-
Consolidated Statement of Cash Flow Notes to Consolidated Financial Statements -
Statements
Financial
for the Year Ended March 31, 2023 for the year ended March 31, 2023
` in lakh 1 Corporate Information: the purpose of current or non-current classification of

For the Year ended For the Year ended assets and liabilities.
Particulars
March 31, 2023 March 31, 2022 The consolidated financial statements comprise financial
A. Cash Flow from Operating Activities statements of Bajaj Consumer Care Limited (formerly 2.3 Basis of Consolidation
Profit before Tax 16,879.21 20,647.51 Bajaj Corp Limited ('the Company') and its subsidiaries
(i) The Consolidated financial statements incorporate the
Adjustments for: (collectively, 'the Group') for the year ended March
financial statements of the Company and its subsidiaries.
Depreciation and Amortisation 851.66 506.68
31, 2023. The Company is a public company domiciled
Control is achieve when the Company has
Share Based Payment Expenses 82.13 82.33
in India and incorporated under the provisions of the
Companies Act applicable in India. Its shares are listed a) power over the investee,
Expected credit loss (1.14) 32.35
on two stock exchanges in India. The registered office
Interest Income (3,778.55) (3,507.68)
of the company is located Old Station Road, Sevashram b) Exposure, or rights, to variable returns from its
Net loss/(gain) on Current Investments (99.31) (232.68)
Chouraha, Udaipur, (Rajasthan). involvement with the investee, and
Unrealised loss/(gain) on Current Investments 267.88 (31.35)
Net loss/(gain) on sale of Property, Plant and Equipment 30.83 (1.29) The Group is engaged in the manufacturing and c) The ability to use its power over the investee to
Rent Received (9.74) (46.75) marketing of cosmetics, toiletries and other personal affect its returns
Sundry Balances written back (32.29) (10.12) care products. The Group has presence in both domestic
Interest Expenses 84.45 87.50 and international markets. (ii) Consolidation of a subsidiary begins when the Group
Operating Profit before Working Capital Change 14,275.13 17,526.50 obtains control over the subsidiary and ceases when
Movement for Working Capital 2 SIGNIFICANT ACCOUNTING POLICIES: the Group loses control of the subsidiary. Assets,
(Increase)/Decrease in Trade and Other Receivables (986.89) 182.45 2.1 Statement of Compliance liabilities, income and expenses of a subsidiary acquired
(Increase)/Decrease in Inventories 580.77 (1,392.23) or disposed of during the year are included in the
"In accordance with the notification dated 16th February,
(Increase)/Decrease in Other Assets (1,181.16) 560.34 consolidated financial statements from the date the
2015, issued by the Ministry of Corporate Affairs, the
Increase/(Decrease) in Trade and Other Payable 416.41 (754.33) Group gains control until the date the Group ceases to
Group has adopted Indian Accounting Standards
Cash Generated from Operations 13,104.26 16,122.73 control the subsidiary.
(referred to as “Ind AS”) notified under the Companies
Less: Direct taxes paid/deducted at source (2,959.04) (3,267.95) (Indian Accounting Standards) Rules, 2015 (as amended) (iii) The consolidated financial statements are prepared
Net Cash from/ (Used in) Operating Activities (A) 10,145.22 12,854.78 with effect from April 1, 2016 by adopting uniform accounting policies for like
B. Cash Flow from Investing Activities
transactions and other events in similar circumstances
Purchase of Property, Plant and Equipment (641.08) (1,070.32) These consolidated financial statements comply in all
and are presented to the extent possible, in the same
Purchase of Intangible Assets - (18.08) material aspects with Indian Accounting Standards (Ind
manner as the parent company’s separate financial
Interest Received 3,778.55 3,507.68 AS) notified under Section 133 of the Companies Act,
statements unless stated otherwise.
Net Proceeds from sale/(purchase) of Current Investments 3,491.39 (2,444.87) 2013 (the Act) read with rule 4 of the Companies (Indian
Proceeds from sale of Property, Plant and Equipment 35.58 40.67 Accounting standards) Rules, 2015 and other relevant (iv) The financial statements of all entities used for the
Bank Deposit with Original Maturity of more than 3 months (213.56) 7.26 provisions of the Act." purpose of consolidation are drawn up to same reporting
Rent Received 9.74 46.75 date as that of the parent company.
Net Cash from/ (Used in) Investing Activities (B) 6,460.62 69.09
2.2 Basis of Preparation of Financial Statements
C. Cash Flow from Financing Activities The consolidated financial statements have been Consolidation Procedure
Current Borrowing net of repayment - (500.00) prepared on the historical cost basis except for certain a) The financial statements of the parent Company
Buyback of equity shares including transaction cost and tax on buyback (10,015.04) - financial instruments that are measured at fair value and its subsidiary companies have been combined
Repayment of lease liabilities (328.24) - at the end of each reporting period, as explained in the on a line-by line basis by adding together the book
Interest Paid (12.94) (87.50) accounting policies explained below. values of like items of assets, liabilities, equity,
Dividend Paid (5,901.61) (11,803.21) income, expenses and cash flows.
Accounting policies have been consistently applied
Net Cash from/ (Used in) Financing Activities (C) (16,257.83) (12,390.71)
except where a newly issued accounting standard is b) Eliminate the carrying amount of the parent’s
D Effect of foreign exchange fluctuation (D) (104.42) (27.64)
initially adopted or a revision to an existing accounting investment in each subsidiary and the parent’s
Net increase/(decrease) in Cash & Cash Equivalents (A+B+C+D) 243.59 505.52
standard requires a change in the accounting policy portion of equity of each subsidiary. Business
Cash & Cash Equivalents - Opening Balance 1,151.84 646.32
hitherto in use. combinations policy explains how to account for
Cash & Cash Equivalents - Closing Balance (Note12) 1,395.43 1,151.84
any related goodwill.
The consolidated financial statements are presented in
Note: The above Statement of Cash Flow has been prepared under the “Indirect Method” as set out in Ind AS 7 on ‘Statement of Cash Flows’.
` in lakhs and all values are rounded to the nearest two c) Eliminate in full intragroup assets and liabilities,
Significant Accounting Policies 1 & 2 decimals, except when otherwise indicated. equity, income, expenses and cash flows relating
The accompanying notes are an integral part of the Consolidated Financial Statements. to transactions between entities of the Group.
As per our report of even date All assets and liabilities have been classified as current
For Chopra Vimal & Co. For and on behalf of the Board or non-current as per the Group’s normal operating d) Profit or loss and each component of other
Chartered Accountants cycle and other criterion set out in schedule III of the comprehensive income (OCI) are attributed to the
Firm's Registration No.: 006456C Act. Based on the nature of the product and the time equity holders of the parent of the Group and to the
between the acquisition of assets for processing and non-controlling interests, even if this results in the
Partner Chairman Managing Director Director their realisation in cash and cash equivalents, the Group non-controlling interests having a deficit balance.
M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286 has ascertained its operating cycle as 12 months for
DIN 00322763 M. No. A21901

Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements -
Statements
Financial
e) On consolidation, the assets and liabilities of 2.5 Significant Accounting Judgements, Estimates and Depreciation is calculated on a written down value are net of returns, trade allowances, rebates, goods
foreign subsidiaries are translated into INR at the Assumptions (WDV) basis over the estimated useful lives of the assets and service tax and amounts collected on behalf of
rate of exchange prevailing at the reporting date The preparation of the consolidated financial statements as follows: third parties.
and their statements of profit or loss are translated requires management to make judgements, estimates Description Useful lives (upto)
at exchange rates prevailing at the dates of the (i) Sale of Goods :
and assumptions that affect the reported amounts Leasehold land Over lease period
transactions. For practical reasons, the Group of revenues, expenses, assets and liabilities, and Revenue from the sale of goods is recognised when
uses an average rate to translate income and Building 60 years the significant risks and rewards of ownership of
the accompanying disclosures, and the disclosure
expense items, if the average rate approximates of contingent liabilities. Uncertainty about these Plant and machinery 15 years the goods have passed to the buyer. Revenue from
the exchange rates at the dates of the transactions. assumptions and estimates could result in outcomes Furniture, fixtures and Fittings 10 years the sale of goods is measured at the fair value of the
The exchange differences arising on translation for that require a material adjustment to the carrying consideration received or receivable, net of taxes
Vehicles 8 years
consolidation are recognised in OCI. On disposal of amount of assets or liabilities affected in future periods on sales, customer returns, rebates and other
a foreign operation, the component of OCI relating Computer 3 years similar allowance.
to that particular foreign operation is recognised in Continuous evaluation is done on the estimation and Server and Network 6 years
profit or loss. judgements based on historical experience and other (ii) Interest Income :
Other Office equipment 5 years
factors, including expectations of future events that General laboratory equipment 10 years
Interest income from financial asset is recognized
2.4 Business Combination are believed to be reasonable. Revisions to accounting when it is probable that the economic benefits will
(i) Business combinations are accounted for using estimates are recognised prospectively. flow to the Group and amount of income can be
The residual value and useful life is reviewed annually
the acquisition method. The cost of an acquisition measured reliably. Interest income is accrued on a
Information about critical judgements in applying and any deviation is accounted for as a change in estimate.
is measured as the aggregate of the consideration time basis, by reference to the principal outstanding
transferred measured at acquisition date fair value accounting policies, as well as estimates and and the effective interest rate applicable, which is
Profit or loss on sale / retirement of property, plant and
and the amount of any non-controlling interests in assumptions that have the most significant effect to the the rate exactly discounts estimated future cash
equipment (PPE) is recognized in statement of profit
the acquiree. Acquisition related costs are expensed carrying amounts of assets and liabilities within the next receipts through the expected life of the financial
and loss.
as incurred. financial year, are included in the following notes: asset to the asset’s net carrying amount on
2.7 Intangible Assets initial recognition.
(ii) At the acquisition date, the identifiable assets acquired a) Impairment of Financial assets - Notes 2.13 d
Intangible assets acquired separately are measured
and the liabilities assumed are recognised at their (iii) Dividend income:
b) Useful life of Property Plant & Equipment and on initial recognition at cost. Intangible assets are
acquisition date fair values. For this purpose, the Dividend income is recognised when the Group's
Depreciation thereon - Notes 2.6 carried at cost less any accumulated amortisation and
liabilities assumed include contingent liabilities. right to receive dividend is established, which is
accumulated impairment losses. Intangible assets
c) Measurement of defined benefit obligations - Notes are amortised on a systematic basis over a period of generally when shareholders approve the dividend.
(iii) Goodwill is initially measured at cost, being the excess
46.2 useful life.
of the aggregate of the consideration transferred and iv) Export Incentives
the amount recognised for non-controlling interests, d) Recognition of deferred tax including MAT credit - Amortization of intangible assets such as Software Income from export incentives such as duty
and any previous interest held, over the net identifiable Notes 2.17 is computed on a straight-line basis, at the rates drawback, premium on sale of import licenses and
assets acquired and liabilities assumed.
representing estimated useful life of up to 5 years. The lease license fee are recognized on accrual basis
e) Lease Accounting - Notes 2.11
(iv) If the fair value of the net assets acquired is in excess brands and trademarks acquired as part of business when no significant uncertainties as to the amount
of the aggregate consideration transferred, with combinations normally have a remaining legal life of not of consideration that would be derived and as to its
f) Provision and Contingent Liabilities - Notes 2.21
clear evidence of bargain purchase, then the gain is exceeding ten years. ultimate collection exist.
recognised in OCI and accumulated in equity as capital 2.6 Property, Plant and Equipment The amortization expense on intangible assets with finite 2.10 Government Grants
reserve. In other case the entity recognises the gain
All the property, plant and equipment are stated in lives is recognized in the Statement of Profit and Loss. Government grants are recognised where there is
directly in equity as capital reserve, without routing the
the consolidated financial statements at cost less reasonable assurance that the grant will be received
same through OCI. Capital work-in-progress represents expenditure
accumulated depreciation and accumulated impairment and all attached conditions will be complied with. When
losses, if any. Freehold land is not depreciated. Cost incurred in respect of capital projects development
(v) After initial recognition, goodwill is measured at cost the grant relates to revenue, it is recognised in the
comprises the purchase price and any attributable cost and are carried at cost. Cost comprises purchase cost,
less any accumulated impairment losses. For the statement of profit and loss on a systematic basis over
of bringing the asset to its working condition for its related acquisition expenses, development / construction
purpose of impairment testing, goodwill acquired in the periods to which they relate.
intended use. costs, borrowing costs and other direct expenditure.
a business combination is, from the acquisition date,
allocated to each of the Group’s cash-generating units 2.11 Leases
Depreciation on property, plant and equipment is 2.8 Research and Development
that are expected to benefit from the combination (i) Group as a Lessee :
provided over the useful lives of assets as specified in Research Costs are charged as an expense in the year
Schedule II to the Act except where the management, in which they are incurred and are reflected under the A contract is, or contains, a lease if the contract
(vi) If the recoverable amount of the cash generating unit
has estimated useful life of an asset supported by the appropriate heads of account. Development expenditure conveys the right to control the use of an identified
is less than its carrying amount, the impairment loss
technical assessment, external or internal. Further is carried forward when its future recoverability can asset for a period of time in exchange for
is allocated first to reduce the carrying amount of any
Depreciation on additions/deletions to Property, plant reasonably be regarded as assured and is amortized consideration. At the date of commencement of the
goodwill allocated to the unit and then to the other assets
and equipment during the year is provided for on a over the period of expected future benefit. lease, the Group recognizes a right-of-use asset
of the unit pro rata based on the carrying amount of each
pro-rata basis with reference to the date of additions/ (“ROU”) and a corresponding lease liability for all
asset in the unit. Any impairment loss for goodwill is
deletions except low value items not exceeding ` 5,000 2.9 Revenue Recognition lease arrangements in which it is a lessee, except
recognised in profit or loss.
which are fully depreciated over a period of one year. Revenue is recognised to the extent that it is probable for short term leases (Twelve months or less) and
that the economic benefits will flow to the Group and the low value leases. For short-term and low value
revenue can be reliably measured, regardless of when leases, the Group recognizes the lease payments
the payment is being made. as an operating expense on a straight-line basis
over the term of the lease.
Revenue is measured at the fair value of the consideration
received or receivable. Amounts disclosed as revenue
Statements
Financial
a) Right-of-use assets expected inflation. The respective leased assets This category is the most relevant to ‘simplified approach’ for recognition of impairment
The Group recognises right-of-use assets at are included in Balance sheet based on their nature. the Group. After initial measurement, loss allowance on trade receivables.
the commencement date of the lease (i.e., such financial assets are subsequently
2.12 Inventories measured at amortised cost using the The application of simplified approach does not
the date the underlying asset is available
(i) Stock of raw material and packing materials is effective interest rate (EIR) method. require the Group to track changes in credit risk.
for use). Right-of-use assets are measured
valued at cost or net realisable value whichever is Amortised cost is calculated by taking Rather, it recognises impairment loss allowance
at cost, less any accumulated depreciation
lower. Cost is arrived at on Weighted Average basis. into account any discount or premium based on lifetime ECLs at each reporting date, right
and impairment losses, and adjusted for any
on acquisition and fees or costs that from its initial recognition.
remeasurement of lease liabilities. The cost
(ii) Stock of work in progress and finished goods is are an integral part of the EIR. The EIR
of right-of-use assets includes the amount ECL is the difference between all contractual cash
valued at cost or net realisable value whichever amortisation is included in other income
of lease liabilities recognised, initial direct flows that are due to the Group in accordance
is lower. in the Statement of Profit and loss. The
costs incurred, and lease payments made at or with the contract and all the cash flows that the
before the commencement date less any lease losses arising from impairment are
(iii) Stock of traded goods is valued at lower of cost Group expects to receive (i.e., net cash shortfalls),
incentives received. Right-of-use assets are recognised in the Statement of Profit
and net realisable value. Cost is determined on discounted at the original EIR.
depreciated on a straight-line basis over the and loss. This category generally applies
weighted average basis.
lease term. to trade and other receivables, bank ECL impairment loss allowance (or reversal)
2.13 Financial Instruments fixed deposits. recognized during the period is recognized as
If ownership of the leased asset transfers income/ expense in the statement of profit and
A financial instrument is any contract that gives rise to (ii) Debt instruments at fair value through
to the Group at the end of the lease term or loss (P&L). This amount is reflected under the head
a financial asset of one entity and a financial liability or other comprehensive income (FVOCI)
the cost reflects the exercise of a purchase ‘other expenses’ in the statement of profit & loss.
equity instrument of another entity.
option, depreciation is calculated using the Assets that are held for collection of In balance sheet, ECL is presented as an allowance,
estimated useful life of the asset. The right- (i) Financial Assets contractual cashflows & for selling i.e., as an integral part of the measurement of
of-use assets are also subject to impairment." the financial assets, where the assets financial assets.
a) Initial Recognition and Measurement
cash flow represent solely payments of
b) Lease Liabilities All financial assets are recognised initially at principal and interest, are measured at (ii) Financial Liabilities
At the commencement date of the lease, the fair value plus, in the case of financial assets fair value through other comprehensive a) Initial Recognition and Measurement
group recognises lease liabilities measured not recorded at fair value through profit or loss, income (F VOCI). Movements in the
transaction costs that are attributable to the Financial liabilities are classified, at initial
at the present value of lease payments to be carrying amount are taken through OCI,
acquisition of the financial asset. Purchases or sales recognition, as financial liabilities at fair value
made over the lease term. The lease payments except for the recognition of impairment
of financial assets that require delivery of assets through profit or loss, loans and borrowings,
include fixed payments (including in substance gains or losses, interest revenue and
within a time frame established by regulation or payables, or as derivatives designated as hedging
fixed payments) less any lease incentives foreign exchange gains and losses which
convention in the market place (regular way trades) instruments in an effective hedge, as appropriate.
receivable, variable lease payments that are recognised in the Statement of Profit
are recognised on the trade date, i.e., the date that All financial liabilities are recognised initially at
depend on an index or a rate, and amounts and Loss.
the Group commits to purchase or sell the asset. fair value and, in the case of loans and borrowings
expected to be paid under residual value
(iii) Debt Instrument at fair value through and payables, net of directly attributable
guarantees. The lease payments also
b) Subsequent Measurement profit or loss (FVTPL) transaction costs.
include the exercise price of a purchase
option reasonably certain to be exercised For purposes of subsequent measurement, financial FVTPL is a residual category for debt The Group's financial liabilities include trade and
by the company and payments of penalties assets are classified in following category: instruments. Any debt instrument, other payables and borrowings.
for terminating the lease, if the lease term which does not meet the criteria for
(i) Debt Instruments at Amortised Cost
reflects the company exercising the option categorization as at amortized cost or as b) Subsequent Measurement
to terminate. (ii) Debt instruments at fair value through other FVTOCI, is classified as at FVTPL. The measurement of financial liabilities depends on
comprehensive income (FVOCI) their classification, as described below:
In calculating the present value of lease Debt instruments included within the
payments, the group uses Marginal (iii) Debt instruments, derivatives and equity FVTPL category are measured at fair Loans and borrowings
Cost of Lending Rate (MCLR) at the instruments at fair value through profit or loss value with all changes recognized in the
After initial recognition, interest-bearing loans
lease commencement date. After the (FVTPL) profit or loss.
and borrowings are subsequently measured at
commencement date, the amount of lease
c) Derecognition amortised cost using the EIR method. Gains and
liabilities is increased to reflect the accretion (i) Debt Instruments at Amortised Cost
losses are recognised in profit or loss when the
of interest and reduced for the lease payments A 'debt instrument’ is measured at the A financial asset (or, where applicable, a part of a
liabilities are derecognised as well as through the
made. In addition, the carrying amount of amortised cost if both the following financial asset or part of a group of similar financial
EIR amortisation process.
lease liabilities is re-measured if there is a conditions are met: assets) is primarily derecognised when:
modification, a change in the lease term, a Amortised cost is calculated by taking into account
change in the lease payments or a change in - The asset is held within a business (i) The rights to receive cash flows from the asset
any discount or premium on acquisition and fees
the assessment of an option to purchase the model whose objective is to hold have expired, or
or costs that are an integral part of the EIR. The
underlying asset. The group’s lease liabilities assets for collecting contractual EIR amortisation is included as finance costs in the
(ii) The Group has transferred its rights to receive
are included in Financial Liabilities." cash flows, and statement of profit and loss.
cash flows from the asset.
(ii) Group as a Lessor : - Contractual terms of the asset give c) Derecognition
d) Impairment of Financial Assets
Lease income from operating leases where the rise on specified dates to cash flows
In accordance with Ind-AS 109, the Group applies A financial liability is derecognised when the
Group is a lessor is recognised in income on a that are solely payments of principal
expected credit loss (ECL) model for measurement obligation under the liability is discharged or
straight-line basis over the lease term unless the and interest (SPPI) on the principal
and recognition of impairment loss on the financial cancelled or expires. When an existing financial
receipts are structured to increase in line with amount outstanding.
assets and credit risk exposure. The Group follows liability is replaced by another from the same
expected general inflation to compensate for the lender on substantially different terms, or the
Statements
Financial
terms of an existing liability are substantially 2.16 Employee Benefits: fair value of equity-settled share-based payment respect of timing differences which reverse during
modified, such an exchange or modification is (i) Short Term Employee Benefits: transactions are set out in note 48. the tax holiday period, to the extent the Group
treated as the derecognition of the original liability Company’s gross total income is subject to the
Short term employee benefits are recognised The fair value determined at the grant date of
and the recognition of a new liability. The difference deduction during the tax holiday period. Deferred
as expenditure at the undiscounted value in the the equity-settled share-based payments is
in the respective carrying amounts is recognised in tax in respect of timing differences which reverse
Statement of Profit and Loss for the year in which expensed on a straight-line basis over the vesting
the statement of profit or loss. after the tax holiday period is recognized in the year
the related service is rendered. period, based on the Company's estimate of equity in which the timing differences originate.
(iii) Offsetting of Financial Instruments instruments that will eventually vest, with a
(ii) Post Employment Benefits:
Financial assets and financial liabilities are offset corresponding increase in equity. The carrying amount of deferred tax assets is
(a) Defined Contribution Plans reviewed at each reporting date and reduced to the
and the net amount is reported in the balance
A defined contribution plan is a post-employment At the end of each reporting period, the Company extent that it is no longer probable that sufficient
sheet if there is a currently enforceable legal right
benefit plan under which entity pays fixed revises its estimate of the number of equity taxable profit will be available to allow all or part of
to offset the recognised amounts and there is an
contributions into a separate entity and will instruments expected to vest. The impact of the deferred tax asset to be utilised. Unrecognised
intention to settle on a net basis, to realise the
have no legal or constructive obligation to pay the revision of the original estimates, if any, deferred tax assets are re-assessed at each
assets and settle the liabilities simultaneously.
further amounts. is recognised in profit or loss such that the reporting date and are recognised to the extent that
2.14 Fair value cumulative expense reflects the revised estimate, it has become probable that future taxable profits
Payment to defined contribution retirement with a corresponding adjustment to the equity- will allow the deferred tax asset to be recovered.
Fair value is the price that would be received to sell
benefit plans are recognised as an expense when settled employee benefits reserve ("Share option
an asset or paid to transfer a liability in an orderly
employees have rendered service entitling them to outstanding account"). 2.18 Impairments of Non Financial Assets
transaction between market participants at the
the contributions. The carrying amount of assets are reviewed at each
measurement date. The fair value measurement is 2.17 Taxation
based on the presumption that the transaction to sell Balance Sheet date, if there is any indication of
(b) Defined Benefit Plans (i) Current Tax
the asset or transfer the liability takes place either in impairment based on internal / external factors. An
Gratuity and Leave Encashment liabilities are Current income tax assets and liabilities are asset is impaired when the carrying amount of the asset
the principal market for the asset or liability or in the
covered under the Gratuity cum-Insurance Policy measured at the amount expected to be recovered exceeds the recoverable amount. An asset’s recoverable
absence of a principal market, in the most advantageous
and Leave Encashment Policy respectively, of Life from or paid to the taxation authorities in accordance amount is the higher of an asset’s or cash-generating
market for the asset or liability.
Insurance Corporation of India (LIC). The present with the Income-tax Act, 1961 enacted in India. unit’s (CGU) fair value less costs of disposal and its value
2.15 Foreign Currency Transaction value of the Gratuity obligation is determined Current income tax relating to items recognised in use. An impairment loss is recognised in profit or loss
based on an actuarial valuation, using the Projected outside profit or loss is recognised outside profit section of the statement of profit and loss for the year in
(i) Initial Recognition
Unit Credit Method. or loss (either in other comprehensive income or which an asset is identified as impaired.
Foreign currency transactions are recorded in
in equity).
the reporting currency, by applying to the foreign Remeasurements, comprising of actuarial 2.19 Earnings Per Share
currency amount the exchange rate between the gains and losses, the effect of the asset ceiling, Current tax assets and current tax liabilities are Basic and diluted earnings per share are calculated by
reporting currency and the foreign currency at the excluding amounts included in net interest on offset when there is legally enforceable right to set dividing the profit for the period attributable to equity
date of the transaction. the net defined benefit liability and the return on off the recognized amount and there is an intention shareholders by the weighted average number of equity
plan assets (excluding amounts included in net to settle the asset and liability on a net basis.
(ii) Conversion shares outstanding during the period.
interest on the net defined benefit liability), are
Foreign currency monetary items are reported recognised immediately in the balance sheet with (ii) Deferred Tax 2.20 Cash and Cash Equivalents
using the closing exchange rate on the Balance a corresponding debit or credit to retained earnings Deferred income taxes reflects the impact of Cash and cash equivalents for the purposes of cash flow
Sheet date. Non-monetary items that are measured through OCI in the period in which they occur. temporary differences between the tax bases of statement comprise cash at bank and in hand and Bank
in terms of historical cost in a foreign currency are Remeasurements are not reclassified to profit or assets and liabilities and their carrying amounts for deposits with original maturity of three months or less.
translated using the exchange rates at the dates loss in subsequent periods. financial reporting purposes at the reporting date.
of the initial transactions. Non-monetary items 2.21 Provisions, Contingent liabilities and contingent assets
measured at fair value in a foreign currency are Past service costs are recognised in profit or loss Deferred tax is measured based on the tax rates
on the earlier of the date of the plan amendment or Provisions are recognised when the Group has a
translated using the exchange rates at the date and the tax laws enacted or substantively enacted
curtailment, and the date that the Group recognises present obligation (legal or constructive) as a result of
when the fair value is determined. The gain or at the balance sheet date. Deferred tax assets
related restructuring costs. a past event, it is probable that an outflow of resources
loss arising on translation of non-monetary items and deferred tax liabilities are offset, if a legally
embodying economic benefits will be required to settle
measured at fair value is treated in line with the enforceable right exists to set off current tax assets
Net interest is calculated by applying the discount the obligation and a reliable estimate can be made of
recognition of the gain or loss on the change in fair against current tax liabilities and the deferred tax
rate to the net defined benefit liability or asset. the amount of the obligation. Contingent liabilities are
value of the item (i.e., translation differences on assets and deferred tax liabilities relate to the
The Group recognises the following changes in disclosed in the consolidated financial statements
items whose fair value gain or loss is recognised in taxes on income levied by the same governing
the net defined benefit obligation as an expense in unless possibility of an outflow of resources embodying
OCI or profit or loss are also recognised in OCI or taxation laws.
the statement of profit and loss. 1) service costs economic benefit is remote. Contingent assets are
profit or loss, respectively).
comprising current service costs, past-service Deferred tax assets are recognised to the extent disclosed in the consolidated financial statements when
(iii) Exchange Differences costs, gains and losses on curtailments and non- that it is probable that taxable profit will be an inflow of economic benefits is probable.
routine settlements and 2) Net interest expense available against which the deductible temporary
Exchange difference arising on the settlement of 2.22 Dividend
or income. differences, and the carry forward of unused tax
monetary items at rates different from those at
credits and unused tax losses can be utilised. Provision is made for the amount of any dividend
which they were initially recorded during the year, (c) Share based payment transactions declared, being appropriately authorised and no longer
or reported in previous consolidated financial
Equity-settled share-based payments to employees In the situations where the Group Company is at the discretion of the entity, on or before the end of
statements, are recognized as income or as
and others providing similar services are measured entitled to a tax holiday under the Income-tax Act, the reporting period but not distributed at the end of the
expenses in the year in which they arise.
the fair value of the equity instruments at the 1961 enacted in India or tax laws prevailing in the reporting period.
grant date. Details regarding the determination of respective tax jurisdictions where it operates, no
deferred tax (asset or liability) is recognized in
Statements
Financial
2.23 Recent Accounting Pronouncements Ind AS 8 - Accounting Policies, Changes in Accounting 3 Property, Plant and Equipment
Ministry of Corporate Affairs (“MCA”) notifies new Estimates and Errors - ` in lakh
standards or amendments to the existing standards This amendment has introduced a definition of Lease hold Office
Plant and Furniture
under Companies (Indian Accounting Standards) Rules ‘accounting estimates’ and included amendments to Ind Particulars Land Improve- Buildings
Machinery
and Other
and Fittings
Vehicles Total
ments Equipment
as issued from time to time. On March 31, 2023, MCA AS 8 to help entities distinguish changes in accounting
amended the Companies (Indian Accounting Standards) policies from changes in accounting estimates. The Gross Block
Amendment Rules, 2023, as below: effective date for adoption of this amendment is annual As at April 1, 2021 6,641.13 254.46 3,608.51 2,032.55 547.47 139.96 170.58 13,394.66
periods beginning on or after April 1, 2023. The Group Additions - - 645.18 121.09 80.53 4.45 - 851.25
Ind AS 1 - Presentation of Financial Statements - has evaluated the amendment and there is no significant Disposals - - - 131.03 3.40 - 1.72 136.15
This amendment requires the entities to disclose their impact on its consolidated financial statements. Foreign exchange difference - - - - - - -
material accounting policies rather than their significant As at March 31, 2022 6,641.13 254.46 4,253.69 2,022.61 624.60 144.41 168.86 14,109.76
accounting policies. The effective date for adoption of Ind AS 12 - Income Taxes -
Additions - 22.34 53.39 410.00 97.68 18.28 - 601.69
this amendment is annual periods beginning on or after This amendment has narrowed the scope of the
Disposals - - - 191.45 15.42 4.03 - 210.90
April 1, 2023. The Group has evaluated the amendment initial recognition exemption so that it does not apply
and the impact of the amendment is insignificant in the to transactions that give rise to equal and offsetting Foreign exchange difference - - - (0.49) (0.85) - (1.34)
consolidated financial statements. temporary differences. The effective date for adoption of As at March 31, 2023 6,641.13 276.80 4,307.08 2,241.16 706.37 157.81 168.86 14,499.21
this amendment is annual periods beginning on or after Depreciation and Impairment
April 1, 2023. The Group has evaluated the amendment As at April 1, 2021 - 175.03 1,074.48 1,108.84 432.38 107.60 134.02 3,032.35
and there is no significant impact on its consolidated Depreciation for the year - 20.27 141.65 176.43 58.35 8.12 10.38 415.20
financial statement. Disposals - - - 92.75 3.05 - 0.97 96.77
Foreign exchange difference - - - - - - - -
As at March 31, 2022 - 195.30 1,216.13 1,192.52 487.68 115.72 143.43 3,350.78
Depreciation for the year - 19.47 163.66 193.70 101.90 7.97 7.37 494.07
Disposals - - - 132.11 13.69 3.54 - 149.34
Foreign exchange difference - - - - 0.01 (0.01) - -
As at March 31, 2023 - 214.77 1,379.79 1,254.11 575.90 120.14 150.80 3,695.51

As at March 31, 2022 6,641.13 59.16 3,037.56 830.09 136.92 28.69 25.43 10,758.98
As at March 31, 2023 6,641.13 62.03 2,927.29 987.05 130.47 37.67 18.06 10,803.70
4 Capital Work-in- Progress

` in lakh
Particulars Work in Progress
Gross Block
As at April 1, 2021 2,523.49
Additions 801.06
Capitalized during the year 571.21
As at March 31, 2022 2,753.34
Additions 12.70
Capitalized during the year -
As at March 31, 2023 2,766.04
Capital work-in-progress (CWIP) ageing schedule for the year ended March 31, 2023 and March 31, 2022 is as follows
` in lakh
Amount in CWIP for a period of
Particulars More than 3
Less than 1 year 1-2 Years 2-3 Years Total
Years
a) Project in Progress 12.70 801.06 77.37 1,738.46 2,629.59
(801.06) (77.37) (267.30) (1,471.16) (2,616.89)
b) Project temporarily suspended - - 2.34 134.11 136.45

(-) (2.34) (8.39) (125.72) (136.45)
Total 12.70 801.06 79.71 1,872.57 2,766.04

(801.06) (79.71) (275.69) (1,596.88) (2,753.34)

Statements
Financial
For capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan, the ` in lakh
project wise details of when the project is expected to be completed is given below as of March 31, 2023 and March 31, 2022 : As at As at
` in lakh March 31, 2023 March 31, 2022
To be completed in Goodwill (Refer note (i) below) 4,300.10 4,300.10
More than 3 Total Intangible Assets 63.07 122.25
Less than 1 year 1-2 Years 2-3 Years
Years
Overdue Project in Progress Note:
Commercial Building Worli - - - 1738.46 1738.46 (i) Goodwill is related to acquisition of a subsidiary company Uptown Properties and Leasing Private Limited. For impairment
(-) (-) (-) (1,471.16) (1,471.16) testing purpose goodwill is allocated to CGU of Uptown Properties and Leasing Private Limited. The fair value of the
Total - - - 1738.46 1738.46
CGU is higher than its carrying amount. Accordingly no impairment losses has been identified.
(-) (-) (-) (1,471.16) (1,471.16) 6 Right-of-use Assets
(Figures in bracket are for previous financial year) ` in lakh
Particulars Building Total
` in lakh
Gross Block
To be completed in
Total As at April 1, 2021 - -
More than 3
Less than 1 year 1-2 Years 2-3 Years
Years Additions - -
Project temporarily suspended Disposals - -
a) 2P/BL/BRD - - - 60.95 60.95 As at March 31, 2022 - -
(-) (-) (-) (60.95) (60.95) Additions 1,185.13 1,185.13
Disposals - -
b) 2P/PM/BRD - - - 75.50 75.50 As at March 31, 2023 1,185.13 1,185.13
(-) (-) (-) (75.50) (75.50) Depreciation
As at April 1, 2021 - -
Total - - - 136.45 136.45 Depreciation for the year - -
(-) (-) (-) (136.45) (136.45) Disposals - -
(Figures in bracket are for previous financial year) As at March 31, 2022 - -
Depreciation for the year 303.26 303.26
Note : There were no projects, which have exceeded their original plan cost as on March 31, 2023 and March 31, 2022.
Disposals - -
5 Other Intangible Assets As at March 31, 2023 303.26 303.26
` in lakh Net written down value

Trademark & As at March 31, 2022 - -
Particulars Goodwill Intellectual Computer Software Total
As at March 31, 2023 881.87 881.87
Properties
Gross Block
7 Investments
As at April 1, 2021 4,300.10 6,536.35 464.62 11,301.07
7.1 Current Investments
Additions - - 18.08 18.08
` in lakh
Disposals - - - - As at As at
As at March 31, 2022 4,300.10 6,536.35 482.70 11,319.15 March 31, 2023 March 31, 2022
Additions - - - - Investments at Fair Value through Profit or Loss

Disposals - - 52.50 52.50 Investment in Government Securities 4,500.81 4,667.43
As at March 31, 2023 4,300.10 6,536.35 430.20 11,266.65 Investment in Bonds 53,003.16 56,496.50
Amortisation and Impairment 57,503.97 61,163.93
As at April 1, 2021 - 6,536.35 268.97 6,805.32
(i) Script wise breakup of above investments is as follows:
Amortisation for the year - - 91.48 91.48
a) Investment in Government Securities - Quoted
Disposals - - - -
As at March 31, 2023 As at March 31, 2022
As at March 31, 2022 - 6,536.35 360.45 6,896.80 Government Securities
Units ` in lakhs Units ` in lakhs
Amortisation for the year - - 54.33 54.33
Disposals - - 47.65 47.65 Rajasthan SDL 155 1,487.09 155 1,551.18
As at March 31, 2023 - 6,536.35 367.13 6,903.48 GOI 2061 SDL 230 2,111.79 230 2,180.08
Net written down value GOI 2050 SDL 100 901.93 100 936.17
As at March 31, 2022 4,300.10 - 122.25 4,422.35 Grand Total 485 4,500.81 485 4,667.43
As at March 31, 2023 4,300.10 - 63.07 4,363.17
Statements
Financial
b) Investment in Bonds - Quoted 9.2 Current

As at March 31, 2023 As at March 31, 2022 ` in lakh
Bonds As at As at
Units ` in lakhs Units ` in lakhs Particulars
March 31, 2023 March 31, 2022
REC Bond 550 5,462.72 700 6,984.37
Advance other than Capital Advances
HDFC Bond 1,105 2,592.60 - -
Advances to Suppliers 637.39 173.64
Nabard Bond 1,800 8,712.04 1,375 13,859.92
Advances to Staff 119.75 116.85
LIC HSG Finance ltd 275 2,876.88 - -
Prepaid Expenses 141.95 142.48
MTNL Bond 250 2,575.18 - -
Balance with Govt. Authorities 4,596.14 3,904.18
PFC Bond 400 3,923.36 400 4,135.76
PNB Bond 55 1,937.97 - -
Export Incentive receivable 13.71 29.16
L&T Infrastructure Bond - - 63 663.28
Total 5,530.82 4,368.07
SBI Perpetual Bond 232 23,934.94 290 29,852.70
SIDBI Bond 100 987.47 100 1,000.47 (i) All the above advances are unsecured and considered good.
Total 4,767 53,003.16 2,928 56,496.50 (ii) All the above advances are provided to non-related parties.
(ii) Aggregate Value of Current Investments 10 Inventories

` in lakh ` in lakh
As at As at As at As at
Carrying amount of Quoted Investments 57,503.97 61,163.93 Raw Materials 1,077.73 1,417.46
Market value of Quoted Investments 57,503.97 61,163.93 Packing Materials 784.96 785.37
Total 57,503.97 61,163.93 Finished Goods 1,741.78 2,301.48
Stock in Trade 1,356.09 1,037.56
8 Other Financial Assets Work-in-Progress 99.95 123.68
8.1 Non Current Stores & Spares 67.63 43.36
` in lakh
Total 5,128.14 5,708.91
As at As at
Particulars
March 31, 2023 March 31, 2022
Unsecured and Considered good
11 Trade Receivables
` in lakh
Bank deposit with more than 12 months maturity (refer note (i) below) 41.26 41.80
As at As at
Security Deposits 389.10 439.95 Particulars
March 31, 2023 March 31, 2022
Total 430.36 481.75 Trade receivables, considered good - unsecured 3,074.77 1,945.69
Less : Allowance for expected credit loss (31.21) (32.35)
Note (i) : These Bank deposits are lien marked for bank guarantees issued to tax authority.
Total 3,043.56 1,913.34
8.2 Current
(i) Refer note no 47.3 for credit risk analysis of Trade receivables.
` in lakh
As at As at Trade Receivables outstanding ageing schedule as at 31st March, 2023 and 31st March, 2022
Particulars
March 31, 2023 March 31, 2022
Outstanding for following period from due date of payments
Other (Unsecured and considered good)
Particulars Less than 6 months - More than Total
Considered good 1.14 92.48 1-2 years 2-3 years
6 months 1 year 3 years
Total 1.14 92.48
Undisputed Trade receivable - 2,837.86 98.46 116.23 22.00 0.22 3,074.77
9 Other Assets Considered good
9.1 Non-Current (1,843.94) (47.81) (34.58) (4.68) (14.68) (1,945.69)
` in lakh
As at As at Less : Allowance for expected credit 31.21
Particulars
March 31, 2023 March 31, 2022 loss
Capital Advances 10.12 7.94 (32.35)
Others 0.28 0.24 Total Trade receivables 3,043.56
Total 34.48 13.89 (1,913.34)
Statements
Financial
12 Cash and Cash Equivalents 14.3 Total Income Tax Expenses

` in lakh ` in lakh
As at As at As at As at
Balances with Banks: Income Tax Recognised in Statement of Profit and Loss
On Current Account 1,383.48 1,151.60 Current tax
Cash in Hand 11.95 0.24 In respect of the current year 2961.71 3,695.15
Total 1395.43 1,151.84 In respect of the earlier year 5.66 -

Deferred tax
13 Other Bank Balances In respect of current year (9.96) (11.14)
` in lakh Total 2,957.41 3,684.01
As at As at Income Tax recognised in Other Comprehensive Income
Particulars
March 31, 2023 March 31, 2022
Income Tax on Re-measurement of Defined Benefit Obligation 3.96 7.98
Earmarked balances with banks 24.64 14.46
Total Income tax 2,961.37 3,691.99
Fixed deposits maturing within 12 months from the reporting date (refer note (i) and (ii) below) 493.08 278.98
Total 517.72 293.44
15 Share Capital
Notes (i) Description of Equity Share Capital
(i) : Included fixed deposit of ` 70.94 lakhs (March 31, 2022 ` 250.20 lakhs) lien marked for bank guarantees issued to Face Value
Particulars Amount Amount
tax authority. per Share (in `) Nos (In lakhs) Nos (In lakhs)
( ` in lakhs) ( ` in lakhs)
(ii) : Includes deposit of ` 210.28 lakhs (PY ` NIL) maintained by the Company in Escrow account for Buyback of equity shares. Authorised 1.00 2,000.00 2,000.00 2,000.00 2,000.00
Issued 1.00 1,426.42 1,426.42 1,475.40 1,475.40
14 Income tax Subscribed and fully paid-up 1.00 1,426.42 1,426.42 1,475.40 1,475.40
14.1 Current Tax Assets and Liabilities
` in lakh (ii) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period
As at As at Particulars Nos (In lakhs) ` in lakhs
Particulars
March 31, 2023 March 31, 2022
Equity Shares of ` 1 each Issued, Subscribed and Fully Paid up
Current tax assets
As at April 1, 2021 1,475.40 1,475.40
Advance Income Tax (Net) 12.21 4.28
Shares allotted during the year - -
Current tax liabilities
As at March 31, 2022 1,475.40 1,475.40
Income tax payables (Net) 20.22 -
Shares bought back and extinguished during the year (42.10) (42.10)
14.2 Deferred Tax Assets and Liabilities Shares bought back pending extinguishment (6.88) (6.88)
` in lakh As at March 31, 2023 1,426.42 1,426.42
As at As at
Particulars
March 31, 2023 March 31, 2022 Buyback of Equity Shares
Deferred Tax Assets 28.71 18.71 The Board of Directors of the company, at its meeting held on December 9, 2022, approved the buyback of equity shares, from
Deferred Tax Liabilities - - the open market route through the Indian stock exchanges, amounting to ` 8,089 lakhs (maximum buyback size, excluding
buyback tax and transaction cost) at a price not exceeding ` 240 per share (maximum buyback price). The buyback was offered
Total 28.71 18.71
to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of
the Company) under the open market route through the stock exchange.
Breakup of Deferred Tax Liabilities/(Assets) is as follows
` in lakh The buyback of equity shares commenced on December 19, 2022 and is in progress as on balance sheet date. During the
As at As at buyback period, the Company had purchased 48,98,106 equity shares from the stock exchange at a volume weighted average
Particulars
March 31, 2023 March 31, 2022
buyback price of ` 164.63 comprising 3.32% of the pre buyback paid up equity share capital of the Company. Out of total
Opening Balance (18.71) (7.57) shares bought back as of 31st March 2023, 42,10,512 equity shares were extinguished as of that date. Equity shares pending
Recognised in Statement of Profit and Loss Property, plant and equipments (9.96) (11.14) extinguishment as on reporting date have been adjusted as per Ind AS 10 on 'Events after Reporting Period'. The buyback
Exchange rate difference on Deferred Tax Liabilities (0.04) - resulted in a cash outflow of ` 8,063.76 lakhs (excluding transaction costs and tax on buyback). The Company funded the
Total (28.71) (18.71)
buyback from its free reserves including Securities Premium as explained in Section 68 of the Companies Act, 2013. In
accordance with Section 69 of the Companies Act, 2013, as at March 31, 2023, the Company has created ‘Capital Redemption
Reserve’ of ` 48.98 lakhs equal to the nominal value of the above shares bought back and extinguished as an appropriation
One of the major manufacturing locations of the Holding Company is currently in the tax holiday period. The Holding Company
from the general reserve.
expects to remain in a lower tax bracket than the normal tax. The Holding Company pays and recognises minimum stipulated
tax on book profit as per the Income tax laws. Therefore, no deferred tax liabilities / assets are recognised in respect of those
(iii) Terms/ Rights attached to Equity Shares:
temporary differences which will be reversed in the tax holiday period. Further, there are no reconciliation items between
tax expense and the product of accounting profit multiplied by the applicable tax rate. The Company has one class of equity shares having par value of ` 1 per share. Each holder of equity shares is entitled
to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board
of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
Statements
Financial
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets 16 Other Equity
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of ` in lakh
equity shares held by the shareholders.
As at As at
Particulars
March 31, 2023 March 31, 2022
(iv) Out of the total equity shares of 1,426.42 lakhs (Previous year 1475.40 lakhs), 561.25 lakhs shares i.e. 39.35% (Previous
year 38.04%) are held by Bajaj Resources Private Limited along with its subsidiaries (KNB Enterprises LLP and SKB Securities Premium 19,669.01 29,632.12
Roop Commercials LLP). General Reserve 6,512.46 6,561.44
Foreign Currency Translation Reserve (206.79) (102.37)
(v) Details of shareholders holding more than 5% shares of the Company at year end are given below:
Share Option outstanding Account (Refer note below) 257.88 175.75
Bonds Retained Earnings 51,259.93 43,221.04
Nos in lakhs % of holding Nos in lakhs % of holding
Capital Redemption Reserve (Refer note below) 48.98 -
Equity shares of ` 1 each, fully paid up
Total 77,541.47 79,487.98
Bajaj Resources Private Limited 561.10 39.34% 561.10 38.03%
Nippon Life India Trustee Ltd 114.13 8.00% 64.05 4.34% As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free
HDFC Trustee Company Limited 78.65 5.51% 78.65 5.33% reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital
redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013
Total 753.88 52.85% 703.80 47.70%
Refer Statement of Change in Equity for movement in Components of Other Equity.
(vi) Shares held by promoters as at 31st March 2023 & 31st March 2022 The Group has an equity settled share based payment plan for certain category of employees. Refer note 48 for further
No. of Shares in % Change during details of this plan.
Promoter name % of total shares
lakhs the year*
Bajaj Resources Private Limited 561.10 39.34% 1.31% 17 Trade Payables
(561.10) (38.03%) - ` in lakh
As at As at
Particulars
March 31, 2023 March 31, 2022
KNB Enterprises LLP 0.10 0.01% -
Due to Micro, Small enterprises (refer note below) 350.14 213.83
(0.10) (0.01%) -
Due to others 4,153.51 4,339.90
Total 4,503.65 4,553.73
SKB Roop Commercial LLP 0.05 - -
(0.05) - - Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act, 2006”):
Total 561.25 39.35% 1.31% ` in lakh
(561.25) (38.04%) - As at As at
Particulars
March 31, 2023 March 31, 2022
*Percentage change in promoters holding is on account of buyback of equity shares during the current financial year. The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of 350.14 213.83
(Figures in bracket are for previous financial year) each accounting year;
The amount of interest paid by the buyer in terms of Section 16, along with the amounts of the 0.05 0.33
Shares held by promoters as at 31st March 2022 & 31st March 2021 payment made to the supplier beyond the appointed day during each accounting year;
No. of Shares in % Change during The amount of interest due and payable for the period of delay in making payment (which have been - -
Promoter name % of total shares paid but beyond the appointed day during the year) but without adding the interest specified under
lakhs the year
this Act;
Bajaj Resources Private Limited 561.10 38.03% -
The amount of interest accrued and remaining unpaid at the end of each accounting year; and 0.80 0.04
(561.10) (38.03%) -
The amount of further interest remaining due and payable even in the succeeding years, until such - -
date when the interest dues as above are actually paid to the small enterprise, for the purpose of
KNB Enterprises LLP 0.10 0.01% - disallowance as a deductible expenditure under Section 23.
(0.10) (0.01%) - The information has been given in respect of such vendors to the extent they could be identified as “Micro and Small
Enterprises” enterprises on the basis of information available with the Group.
SKB Roop Commercial LLP 0.05 - -
(0.05) - - Trade Payables ageing schedule As at March 31, 2023 and March 31, 2022
Total 561.25 38.04% - Outstanding for following period from due date of payments
Particulars Less than 1 More than 3 Total
(561.25) (38.04%) - 1-2 years 2-3 years
years years
(Figures in bracket are for previous financial year) Undisputed dues to MSME 350.14 - - - 350.14
(213.83) - - - (213.83)
Undisputed dues to others 4118.37 33.28 0.30 1.57 4,153.51
4312.37 25.21 (0.66) (1.66) (4,339.90)
Total Trade receivables 4,468.51 33.28 0.30 1.57 4,503.65

(4,526.20) (25.21) (0.66) (1.66) (4,553.73)
Statements
Financial
(Figures in bracket are for previous financial year) The group’s short term and low value leasing arrangements are charged as Rent in the statement of profit and loss (Refer
note 30). These lease arrangements are cancellable in nature and can be terminated by giving notice for a period, which vary
18 Other Financial Liabilities from one months to three months.
` in lakh
As at As at 21 Provisions for employee benefit
Particulars
March 31, 2023 March 31, 2022 21.1 Non-Current
Security Deposits from C&F and Others 32.00 51.50 ` in lakh
Unclaimed Dividends 21.69 14.46 As at As at
Particulars
March 31, 2023 March 31, 2022
Other Outstanding Liabilities 6,242.55 5,744.77
Leave Encashment 379.74 367.26
Payable for Capital Goods 65.93 91.74
Total 379.74 367.26
Total 6,362.17 5,902.47
21.2 Current
19 Other Current Liabilities
` in lakh
` in lakh
As at As at
As at As at Particulars
Particulars March 31, 2023 March 31, 2022
March 31, 2023 March 31, 2022
Gratuity (refer note no 46) 73.55 69.80
Advances from Customers 350.48 428.76
Leave Encashment 103.83 91.40
Statutory Liabilities 751.39 768.51
Total 177.38 161.20
Total 1,101.87 1,197.27
22 Contingent Liabilities and Commitments

20 Lease Liabilities
Contingent Liabilities
Set out below are the carrying amounts of lease liabilities and the movements during the year:
` in lakh
` in lakh As at As at
Particulars
March 31, 2023 March 31, 2022
As at As at
Particulars
March 31, 2023 March 31, 2022 Claims against the Company not acknowledged as debt
Balance at beginning of the year - - Indirect tax 359.02 384.43
Additions during the year 1,182.69 -
The group has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are
Accretion of Interest 71.51 - required and disclosed as contingent liabilities where applicable, in its consolidated financial statements. The group does
Less : Payments (325.80) - not expect the outcome of these proceedings to have a material adverse effect on its consolidated financial statements.
Balance at end of the year 928.40 -
The group periodically receives notices and inquiries from income tax authorities. The group has evaluated these notices
Current 317.65 - and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will
Non Current 610.75 - not succeed on ultimate resolution.
Total 928.40 -
Commitments
` in lakh
The following are the amounts recognised in Statement of Profit and Loss: As at As at
` in lakh Particulars
March 31, 2023 March 31, 2022
As at As at Lease Commitments
Particulars
March 31, 2023 March 31, 2022
Within one year 4.83 18.98
Depreciation expense on right-of use assets 303.26 -
After one year but not more than five years - 4.83
Interest expenses on lease liabilities 71.51 - More than five years - -
Expense relating to other leases (including in other expenses) 440.14 790.27 Total 4.83 23.80
Total 814.91 790.27
Note:
Lease commitments are the future cash out flows from the lease contracts which are not recorded in the measurement
` in lakh of lease liabilities. These include potential future payments related to leases of low value assets and leases with term
Maturity Analysis of Lease Liabilities are as follows:
As at As at less than twelve months
March 31, 2023 March 31, 2022
1 year 317.65 - 23 Revenue from Operations
2 to 5 years 610.75 - ` in lakh
Particulars
During current financial year, the group has evaluated and identified contracts as lease where the right to control the use of March 31, 2023 March 31, 2022
an identified asset for a period of time in exchange for consideration existed and recognized right-of-use asset (“ROU”) and a Sale of Products 94,905.16 86,709.95
corresponding lease liability. Other Operating Revenues
Government Grant 1,077.61 1,162.86
Others 104.49 122.93
Total 96,087.26 87,995.74
Statements
Financial
24 Other Income 28 Finance Costs

` in lakh ` in lakh
For year ended For year ended For year ended For year ended
Interest Income 3,778.55 3,507.68 Interest expense 12.94 87.50
Net gain / (loss) on sale of Current Investments 99.31 232.68 Interest on Lease Liability 71.51 -
Net gain on sale of Property, Plant and Equipments - 1.29 Bank Charges 12.90 13.43
Fair value gain / (loss) on Financial Assets at FVTPL (267.88) 31.35 Total 97.35 100.93
Rent Received 9.74 46.75
Foreign Exchange Rate Fluctuation 54.76 34.03 29 Depreciation and Amortisation Expenses
` in lakh
Sundry balances written back 32.29 10.12
Total 3,706.77 3,863.90 Particulars
March 31, 2023 March 31, 2022
Depreciation on Property, Plant and Equipment (refer note no 3) 494.07 415.20
25 Cost of Materials Consumed Depreciation on Right-of-use assets (refer note no 6) 303.26 -
` in lakh
Amortisation of Intangible Assets (refer note no 5) 54.33 91.48
Particulars Total 851.66 506.68
March 31, 2023 March 31, 2022
Inventory as at the beginning of the year 2,202.83 1,667.67
Add: Purchases 24,908.06 25,074.63
30 Other Expenses
` in lakh
Less: Inventory at the end of the year 1,862.69 2,202.83
Cost of Materials Consumed 25,248.20 24,539.47 Particulars
March 31, 2023 March 31, 2022
Advertisement and Sales Promotion Expenses 17,450.92 14,772.55
26 Change in Inventories of finished goods, stock in trade and work in progress Freight, Forwarding and Distribution Expenses 4,093.35 3,124.29
` in lakh
Travelling and Conveyance 1,597.52 1,366.34
Particulars Change Royalty 948.20 864.46
March 31, 2023 March 31, 2022
Inventories at the end of the year Rent 440.14 790.27
Finished Goods 1,741.78 2,301.48 559.70 Manufacturing Expenses 919.31 1,045.43
Traded Goods 1,356.09 1,037.56 (318.53) Power and fuel (Mfg) 82.10 84.15
Work-in-Progress 99.95 123.68 23.73 Legal & Professional Expenses 774.79 408.69
3,197.82 3,462.72 264.90 Postage and Telephone 82.57 66.75
Inventories at the beginning of the year Power and fuel 39.81 21.99
Finished Goods 2,301.48 1,856.45 (445.03) Insurance 299.15 287.56
Traded Goods 1,037.56 655.65 (381.91) Audit Fees & Expenses (refer note no 31) 18.32 20.72
Work-in-Progress 123.68 105.37 (18.31) Repairs - Building 30.17 18.34
3,462.72 2,617.47 (845.25) Repairs - Machinery 79.40 71.54
Change in Inventories 264.90 (845.25) Repairs - Others 66.22 99.11
Rates and taxes 37.07 18.60
27 Employee Benefits Expense Information Technology Expenses 574.60 480.60
` in lakh Corporate Social Responsibility (refer note no 36) 478.07 528.75
Particulars
March 31, 2023 March 31, 2022 Research and development 169.66 252.25
Salaries and Wages 8,172.86 7,784.68 Expected Credit Loss (1.14) 32.35
Contribution to Provident and Other Funds (note no 46) 397.35 410.54 Miscellaneous expenses 875.38 546.23
Gratuity expenses (note no 46) 41.34 127.99 Total 29,055.61 24,900.97
Leave encashment 142.73 352.89

Staff Training and Welfare expenses 82.14 68.02
Share based payment expenses 82.13 82.33
Total 8,918.55 8,826.45
Statements
Financial
31 Payment to Auditors ` in lakh

` in lakh Particulars
March 31, 2023 March 31, 2022
Particulars
March 31, 2023 March 31, 2022 Gross amount required to be spent by the Company during the year 478.07 528.74
For Statutory Audit 11.92 11.52 Amount approved by the Board to be spent during the year 478.07 528.74
For Tax Audit 2.00 2.00 Amount spent during the year
For Other Services 4.40 7.20 Construction/acquisition of any asset - -
Total 18.32 20.72 On purposes other than (i) above 478.07 528.75
Shortfall at the end of the year - -
32 Details of Expenditure directly related to Research & Development (R&D) - -
Total of Previous years shortfall
During the year, the Group has incurred revenue and capital nature expenditure on Research & Development activity.
Reason for shortfall NA NA
Expenditure of revenue nature is ` 440.20 lakhs (` 585.81 lakhs) and amount capitalised is ` 9.84 lakhs (` 41.60 lakhs). The
same is disclosed under various heads of the financial statements. Contribution to Related Parties/ CSR Expenditure incurred with Related Parties (refer note below) 478.07 528.75
Note : Represent contribution to Kamalnayan Jamnalal Bajaj Foundation

33 Components of Other Comprehensive Income (OCI)
The disaggregation of changes to OCI by each type of reserve in equity is shown below: Nature of CSR activities-
` in lakh The group undertakes its CSR activities through ‘Kamalnayan Jamnalal Bajaj Foundation’. The Foundation with the vision
Particulars
For year ended For year ended of “Integrated development of the society through participatory approaches” help the rural community to enhanced
March 31, 2023 March 31, 2022 their agriculture income by developing and managing natural resources. the foundation also promotes alternate agro
Retained earnings based livelihood opportunities such as dairy farming, organic farming, horticulture and biogas which not only provides
Re-measurement (gains) / losses on Defined Benefit Plans (Retained Earnings) (22.66) (45.70) additional steady income but allows rural community to get enhanced quality of life.
Tax impact on above 3.96 7.98
37 There are quarterly statement for working capital provided to banks wherever the working capital credit facility is availed
Total OCI in Retained earnings (18.70) (37.72) and there is no discrepancy between books figures and statement submitted to banks.
Foreign currency translation reserve (FCTR)
38 The Group has not entered into any transactions with the companies struck off under section 248 of the Companies Act,
Foreign Currency Translation Difference (104.42) (27.64)
2013 or section 560 of Companies Act, 1956 and does not have any balance outstanding to or from any such entity.
Tax impact on above* - -
Total impact in FCTR (104.42) (27.64) 39 The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
* No tax impact on FCTR arise due to consolidation adjustment. 40 The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017.
34 Earnings per Share
` in lakh
41 The Group does not have any undisclosed income which is not recorded in the books of account that has been surrendered
or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961 (such as,
Particulars
March 31, 2023 March 31, 2022 search or survey or any other relevant provisions of the Income Tax Act, 1961.
Profit for the year ( ` in lakhs) 13,921.80 16,963.50 42 The Group does not have any Benami property, where any proceeding has been initiated or pending against the company
Weighted average number of Equity Shares (Nos in lakhs) * for holding any Benami property.
For calculating basic earning per share 1,469.17 1,475.40
43 No transaction to report against the following disclosure requirements as notified by MCA pursuant to amended
For calculating diluted earning per share 1,470.49 1,476.30 Schedule III :
Earnings per Share ( `)
43.1 Crypto Currency or Virtual Currency
Basic 9.48 11.50
43.2 Relating to borrowed fund
Diluted 9.47 11.49
(i) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
Options granted to Employees under Restricted Stock Unit - Plan 2020 ("RSU 2020") are considered to be potential equity
shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
The options have not been included in the determination of basic earnings per share. Details relating to the options are set behalf of the group (Ultimate Beneficiaries) or
out in note 48.
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
35 The Group operates only in one segment, namely "Cosmetics, Toiletries and Other Personal Care products" and there
are no reportable segments in accordance with Ind-AS 108 on "Operating Segments". (ii) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the group shall:
36 Details of CSR Expenditure
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least
behalf of the Funding Party (Ultimate Beneficiaries) or
2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR)
activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, COVID-19 relief and rural
development projects. A CSR committee has been formed by the Group as per the Act. The funds are utilized through
the year on these activities which are specified in Schedule VII of the Companies Act, 2013.
Statements
Financial
44 Accounting Ratios 46.1 Defined contribution plan

The following are analytical ratios for the year ended March 31, 2023 and March 31, 2022 Amount of ` 397.35 lakhs (FY 2021-22 : ` 410.54 lakhs) is recognized as an expense towards contribution to provident &
other funds and included in “Employee Benefits expense” (refer note 27) in the Statement of Profit and Loss.
As at As at
Particulars Numerator Denominator
March 31, 2023 March 31, 2022
Variance (%) 46.2 Defined benefit plan
Current Ratio (in times) Current assets Current liabilities 5.9 6.3 (7%) The Company has defined benefit gratuity plan (funded with LIC) which is governed by the Payment of Gratuity Act, 1972.
Debt – Equity Ratio (in times) Total Debt Shareholder’s Equity NA NA NA Under the act, employee who has completed five years of service is entitled to gratuity benefit. Liability for employee
(refer note (i) below) benefits has been determined by an independent actuary, appointed for the purpose, in conformity with the principles
Debt Service Coverage Ratio (in Earnings available for debt Debt Service NA NA NA set out in the Ind AS-19, the details of which are as hereunder:
times) (refer note (ii) below) service
These plans typically expose the Company to actuarial risks such as: Investment risk, Market risk (Interest rate),
Return on Equity (ROE) (in %) Profit after tax Average Shareholder’s 17.4% 21.7% (20%) longevity risk, Actuarial risk and Regulatory risk.
(refer note (iii) below) Equity
Inventory Turnover Ratio (in Sale of products Average Inventories 17.5 17.3 1% a) Investment risk
times)
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not
Trade receivables turnover ratio Sale of products Average Trade Receivable 38.3 41.7 (8%) be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent
(in times) of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are
Trade payables turnover ratio (in Cost of Materials Average Trade Payables 16.1 10.8 49% significant changes in the discount rate during the inter-valuation period.
times) (refer note (iv) below) consumed + Purchase of
stock in trade + Changes b) Market Risk (Interest Rate)
in inventories + Other
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets.
expenses
The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit
Net capital turnover ratio (in Sale of products Closing working capital 1.6 1.4 13% Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government
times) (refer note (v) below)
bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Net profit ratio (in %) (refer note Net Profit after taxes Sale of products 14.7% 19.6% (25%)
(vi) below) c) Longevity Risk
Return on capital employed Net profit before finance Average Capital Employed 21.1% 26.5% (20%) The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically
(ROCE) (in %) (refer note (vii) cost and tax for the benefits paid on or before the retirement age, the longevity risk is not very material.
below)
Return on Investment (ROI) (in Income generated from Average Current 6.1% 6.3% (4%) d) Actuarial Risk
%) invested funds Investment funds i) Salary Increase Assumption
Notes : Actual Salary increase that are higher than the assumed salary escalation, will result in increase to the Obligation
at a rate that is higher than expected.
(i) There is no outstanding current borrowing as at the year ended 31st March 2023 and 31st March 2022.
ii) Attrition/Withdrawal Assumption
(ii) There is no long term debt borrowing during current year and previous year. Consequently there is no finance cost
pertaining to long term debt. If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected.
Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The
(iii) Profit after tax is lower by 17.9% and average shareholders equity is higher by 2.1% over previous year. impact of this will depend on the demography of the company and the financials assumptions.
(iv) Sum of cost of materials consumed, purchase of stock in trade, changes in inventories and other expenses is higher by e) Regulatory Risk
18.2% and average trade payables is lower by 20.8% over previous year. Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the obligation
which is not anticipated. Sometimes, the increase is many fold which will impact the financials quite significantly.
(v) There is increase of 9.5% in sale of products and decrease in closing working capital of 3.5% from previous year.
` in lakh
(vi) Profit after tax is lower by 17.9% and sale of products is higher by 9.5% over previous year. For year ended For year ended
March 31, 2023 March 31, 2022
(vii) There is no finance cost pertaining to long term debt. Profit before interest and tax is lower by 18.5% and average capital
(a) Liability to be recognised in Balance Sheet as at year end
employed is higher by 2.1% over previous year.
Present value of Defined Benefit Obligations 483.05 557.71
45 Dividends paid during the year ended March 31, 2023 include an amount of ` 4.00 per equity share towards final dividend 409.50 487.91
Fair value of Plan Assets
for the year ended March 31,2022. Dividends paid during the year ended March 31, 2022 include an amount of ` 4.00 per
equity share towards final dividend for the year ended March 31,2021 and an amount of ` 4.00 per equity share towards Net Liability (Refer Note 21) 73.55 69.80
interim dividends for the year ended March 31, 2022. (b) Change in fair value of Plan Assets
Fair value of Plan Assets as at beginning 487.91 524.99

Dividends declared by the Group are based on profits available for distribution. On May 3, 2023, the Board of Directors
of the Holding Company have proposed a final dividend of ` 5.00 per share in respect of the year ended March 31, 2023 Adjustment to Opening Fair Value 69.05 -
subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow Expected return on Plan Assets 33.47 35.97
of approximately ` 7,131.30 lakhs.
Net actuarial gain / (losses) (2.59) (1.01)
46 Benefits to Employees Contributions 14.93 50.00
The following table sets out the disclosure under Ind AS-19 on ‘Employee Benefits: Benefits paid (193.27) (122.04)
Fair value of Plan Assets as at year end 409.50 487.91
Statements
Financial
` in lakh Benefit Obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each
reporting date.
March 31, 2023 March 31, 2022
(ii) The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the
(c) Change in present value of Define Benefit Obligation management considers the prevailing market yields of Indian Government Securities as at the Balance Sheet
Present value of Defined Benefit Obligation as at beginning 557.71 574.50 date for the estimated term of the obligation.
(iii) The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at
Interest Cost 34.54 39.36 interval in response to demographic changes. The estimates of future salary increases, considered in actuarial
Net Actuarial losses / (gain) (25.25) (46.71) valuation, take account of the inflation, seniority, promotion and other relevant factors.
Benefits paid (193.27) (122.04) (iv) The sensitivity analyses shown above have been determined based on reasonably possible changes of the
Present value of Defined Benefit Obligation as at year end 483.05 557.71 respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
(d) Expenses recognised during the year
47 Financial instruments
Gratuity cost charged to statement of profit & loss
47.1 Capital management
For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and all other equity
Interest Cost 1.07 3.39 reserves attributable to the equity holders of the Group. Primary objective of Group’s capital management is to ensure that it
Total included in Statement of Profit and Loss (refer note no 27) 110.39 115.99 maintains an optimum financing structure and healthy returns in order to support its business and maximize shareholder value.
Remeasurement gain / loss charged to other comprehensive income
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the
Expected return on Plan Assets 2.59 1.01 requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment
Actuarial changes arising from changes in Demographic Assumptions - (31.40) to shareholders, return capital to shareholders or issue new shares. The Group does not have any long term debts hence there
(14.74) (0.33) is no capital gearing ratio. Surplus fund has been invested into risk free highly liquid financial instruments.
Actuarial changes arising from changes in Financial Assumptions
Experience Adjustments (10.51) (14.98) 47.2 Categorization of Financial Instruments
Total included in other comprehensive income (refer note no 33) (22.66) (45.70) ` in lakh
(e) Assumptions used Particulars
March 31 2023 March 31 2022
Discount rate 7.39% 6.86%
(i) Financial Assets
Expected rate of return on assets 7.39% 6.86%
a) Investments at Fair Value through Profit or Loss (note 7) 57,503.97 61,163.93
Salary escalation rate 7.00% 7.00%
b) Measured at Amortised Cost
Withdrawal rate 5% - 25% 5% - 25% 1,395.43 1,151.84
i) Cash and Cash Equivalents (note 12)
Mortality table Indian Assured Indian Assured ii) Other Bank Balance (note 13) 517.72 293.44
Lives Mortality Lives Mortality
iii) Trade Receivables (note 11) 3,043.56 1,913.34
2012-14 Ult. 2012-14 Ult.
(f) Sensitivity Analysis of Actuarial Assumptions iv) Others (Current and Non Current) (note 8) 431.50 574.23
5,388.21 3,932.85
Impact on Defined Benefit Obligation
(ii) Financial Liabilities
Discount Rate 0.5% increase -2.19% -2.90%
Measured at Amortised Cost
0.5% decrease 3.47% 3.07%
i) Lease Liabilities (current & non current) (note 20) 1,580.01 -
Salary Escalation Rate 0.5% increase 2.87% 3.05%
ii) Trade Payables (note 17) 4,503.65 4,553.73
0.5% decrease -2.74% -2.91%
iii) Other Financial Liabilities (note 18) 6,362.17 5,902.47
(g) Major categories of Plan Assets
12,445.83 10,456.20
Insurer managed fund 100% 100%
(h) Expected benefit payout in future years 47.3 Financial Risk Management
Within the next 12 months 122.65 108.45 The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s
165.60 213.86 primary focus is to foresee the unpredictability of the financial markets and seek to minimize the potential adverse
Between 2 and 5 years
effects on its financial performance.
Beyond 5 years 520.16 596.55
(i) The Weighted average duration of the defined benefit plan obligation at the end of the reporting period is 6.95 Years (Previous (a) Market Risk
year 7.15 years). Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
(j) Expected contribution in respect of Gratuity for next year will be ` 122.65 lakhs (Previous year ` Nil). in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk,
such commodity price risk. Financial instruments affected by market risk includes trade receivables, deposits and
Notes: current investments.
(i) The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined i) Interest Rate Risk
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
actual developments in the future. These include the determination of the discount rate, future salary increases
of changes in market interest rates. The Group does not have any long term debt obligation hence is not affected
and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a Defined
Statements
Financial
by interest rates fluctuations. The Group has invested its surplus funds in fixed income securities. The mark to 48 Disclosures required pursuant to Ind AS 102 - Share Based Payment
market valuation of its portfolio is impact by fluctuation of the interest rates.
Employee stock option plan
ii) Foreign Currency Risk During the FY 18-19, the Company has implemented the Bajaj Corp Employee Restricted Stock Unit Plan 2018 (“RSU
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because 2018”) which was approved by the shareholders of the Company at the Annual General Meeting held on July 23, 2018
of changes in exchange rates. The Group has international business and some part of its sales are in foreign enabling the grant of 7,37,500 stock options to the some of the key management employees. Pursuant to the said approval,
currencies which exposes to changes in foreign exchange rates. Fluctuating rupee can impact the realisation of on August 14, 2018 the Company had granted 2,53,596 stock options to some key management employees of the Company,
its receivables. The Group may use various hedging instruments to hedge its foreign currency risk associated with at an exercise price of ` 1 per stock option. Out of 2,53,596 stock options 40,159 have been exercised (FY 20-21 : 5,813
those exposures. The maximum export sales are done on advance payment basis and outstanding export receivable nos.; FY 19-20 : 34,346 nos.) and remaining 2,13,437 options have been forfeited (FY 20-21 : 1,14,667 nos.; FY 19-20 :
are insignificant. Hence foreign currency risk have insignificant impact on the Group. 98,770 nos.)
iii) Commodity Price Risk During the FY 19-20, the Company has granted additional 167,803 stock options to key management employee under "
"RSU 2020" " on 10th February 2020, at an exercise price of ` 1 per stock option. Each option represents 1 equity share
The Group is affected by the price volatility of its key raw materials. Its operating activities requires a continuous supply
in the Company. The vesting period is 4 years from the date of grant and the exercise period is within three years from
of key material for manufacturing of hair oil and other cosmetic products. The Group's procurement department
the date of vesting.
continuously monitor the fluctuation in price and take necessary action to minimise its price risk exposure.
There are no cash settlement alternatives in RSU 2018 and RSU 2020.
(b) Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, The expense recognised for employee services received during the year is shown in the following table:
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) ` in lakh
and from its treasury operation. The Group majorly sells its goods on advance payment basis and hence not subject to
credit risk for its receivables. The Group has invested in high grade corporate bonds which have a strong track record Particulars
March 31 2023 March 31 2022
hence the credit risk component of its investment portfolio is neutralised.
Expense arising from equity-settled share-based payment transactions 82.13 82.33
(c) Liquidity Risk
As of March 31, 2023, the Group has working capital of ` 60,650.05 lakhs (current assets of ` 73,132.99 lakhs including The following table illustrates the number and weighted average exercise prices of, and movements in, share options
cash and cash equivalents of ` 1,395.43 lakhs and current investments of ` 57,503.97 lakhs). The Group has no outstanding during the year:
bank borrowings at year end. Accordingly, no liquidity risk is perceived. For year ended March 31 2023 For year ended March 31 2022
Particulars Exercise Price Exercise Price
47.4 Fair value Measurement (` per option)
Nos. of Option
(` per option)
Nos. of Option
The management assessed that fair value of loans, cash and cash equivalents, trade receivables, trade payables and other Opening Balance 1.00 167,803 1.00 167,803
current liabilities approximate to their carrying amounts largely due to the short-term maturities of these instruments.
Granted during the year 1.00 - 1.00 -
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged Exercised during the year 1.00 - 1.00 -
in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and Forfeited during the year 1.00 - 1.00 -
assumptions were used to estimate the fair values. Closing balance 1.00 167,803 1.00 167,803
i) The fair value of unquoted instruments are evaluated by the Group based on parameters such as interest rates and Vested and exercisable - - - -
its investments ratting.
Share option outstanding at the end of the year have following expiry date and exercise price:
ii) The fair values of the quoted instruments are based on price quotations at the reporting date.
Exercise Price
Grant date Expiry date 31-Mar-23 31-Mar-22
(` per option)
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by
February 10, 2020 February 9, 1 167,803 167,803
valuation technique.
2024-27
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. Weighted average remaining contractual life of the options (Years) 0.86 1.86
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, Fair value
either directly or indirectly. The fair value of the share options is estimated at the grant date using Black Sholes Option Pricing Model, which takes
into account the exercise price, terms and conditions of the options, the share price at grant date, expected price volatility
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on
of the underlying shares, the expected dividend yield and risk free interest rate.
observable market data.
The weighted average fair value of the options granted during the year is ` Nil (Previous Year : ` Nil) per share.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at
fair value, grouped into Level 1 to Level 3 as described below: The following assumptions were used for calculating fair valuation of the grants:
` in lakh Particulars 10-02-2020
Assets measured at fair value Total Level 1 Level 2 Level 3 Dividend yield 3.00%
As at March 31, 2023 Expected volatility 32%PA.
Current investments (quoted) (note 7.1) 57,503.97 57,503.97 - - Risk free Interest rate 5.9%PA.
Expected life of the contract 1-4 years
As at March 31, 2022 Weighted average share price (` per share) 221.79
Current investments (quoted) (note 7.1) 61,163.93 61,163.93 - -
Statements
Financial
The volatility in share price is estimated from the actual movement in share prices of the Company over one year preceding Name of the Related Party Relationship
the grant date. This historical volatility is the annualized standard deviation of the continuously compounded rates of daily
6 Mr. Dilip Cherian Independent Director
stock returns.
7 Ms. Lilian Jessie Paul Independent Director
49 Group information 8 Mr. Dilip Kumar Maloo Chief Financial Officer

9 Mr. Vivek Mishra Company Secretary & Compliance Officer (w.e.f. Sept 1,
Information about subsidiaries
2021)
Extent of Holding
Country of 10 Mr. Chandresh Chhaya Company Secretary & Compliance Officer (till Aug 31,
Name of Subsidiary
Incorporation As at As at 2021)
March 31,2023 March 31,2022
11 Mr. Apoorv Bajaj Key Management Personnel
1. Uptown Properties and Leasing Private Limited India 100% 100%
2. Bajaj Bangladesh Limited Bangladesh 100% 100%
C Entities over which persons specified above having control or significant
3. Bajaj Corp International (FZE) UAE 100% 100% influence
1 Abhitech Developers Private Limited
50 Information for Consolidated Financial Statement pursuant to Schedule III of the Companies Act, 2 Kamalnayan Jamnalal Bajaj Foundation
2013:
3 Lalitpur Power Generation Company Limited
Share in Other Share in Total
Net Assets Share in Profit or Loss
Comprehensive Income Comprehensive Income
As % of As % of 51.2 Transactions during the year with Related Parties:
Particulars As % of As % of Consolidated Consolidated
Amount Amount Amount Amount ` in lakh
Consolidated Consolidated Other Total
` in lakhs ` in lakhs ` in lakhs ` in lakhs Entity having
Net Assets Profit or Loss Comprehensive Comprehensive
Income Income Significant Subsidiary Entities
S No Nature of Transaction Total
Parent the Company
Bajaj Consumer Care Limited 103.95% 82,086.31 100.43% 13,981.54 (21.82%) 18.70 101.19% 14,000.24 A. Statement of Profit and Loss
Subsidiaries 1 Dividend Paid 2,245.00 0.86 - 2,245.86
A) Indian (4,490.00) (1.72) (-) (4,491.72)
1. Uptown Properties and 11.25% 8,886.26 (0.25%) (34.12) 0.00% - (0.25%) (34.12) 2 Royalty Expense 948.20 - - 948.20
Leasing Private Limited
(864.46) (-) (-) (864.46)
B) Foreign
3 Rent Expenses 89.32 - 11.99 101.31
1. Bajaj Bangladesh Limited 0.66% 524.29 (0.92%) (127.41) 0.00% - (0.92%) (127.41)
(96.37) (-) (11.59) (107.96)
2. Bajaj Corp International FZE (0.18%) (139.32) 0.68% 94.41 0.00% - 0.68% 94.41
4 Remuneration - 644.62 - 644.62
Non-controlling Interests in all 0.00% - 0.00% - 0.00% - 0.00% -
(-) (720.42) (-) (720.42)
subsidiaries
5 Retirement benefits (Gratuity) - - 23.17 23.17
Consolidation Adjustments (15.69%) (12,389.65) 0.05% 7.38 121.82% (104.42) (0.70%) (97.04)
(-) (-) (-) (-)
Total 100.00% 78,967.89 100.00% 13,921.80 100.00% (85.72) 100.00% 13,836.08
6 Sitting Fees paid - 10.15 - 10.15
51 Related Party Disclosure (-) (8.85) (-) (8.85)
51.1 Related Parties and Relationships 7 Professional Fee Paid - 150.00 - 150.00
Name of the Related Party Relationship (-) (150.00) (-) (150.00)
A The entity (including member of the same group) having Significant 8 Corporate Social Responsibility - - 478.07 478.07
influence over the reporting entity (-) (-) (528.75) (528.75)
1 Bajaj Resources Private Limited (Formerly known as Bajaj Resources Significant influence over the reporting entity
Limited) (Figures in bracket are for previous year)
2 KNB Enterprises LLP Subsidiary of Bajaj Resources Private Limited

51.3 Outstanding Balances
3 SKB Roop Commercial LLP Subsidiary of Bajaj Resources Private Limited
` in lakh
Particulars
B Key management personnel of the reporting entity or of parent of the March 31 2023 March 31 2022
reporting entity and their relatives Entity having Significant Influence over the Company
1 Mr. Kushagra Bajaj Chairman and Non-Executive Director (i) Royalty 219.92 778.02
2 Mr. Jaideep Nandi Managing Director Key management personnel of the reporting entity
3 Mr. Sumit Malhotra Non-Executive Director (i) Sitting Fees 0.59 -
4 Mr. Aditya Vikram Somani Independent Director
5 Mr. Gaurav Dalmia Independent Director
Notes to Consolidated Financial Statements Form AOC-1 -
Statements
Financial
(Pursuant to First Proviso to Sub-Section (3) of Section 129 Read with
Rule 5 of Companies (Accounts) Rules, 2014)
52 Figures have been regrouped/rearranged wherever necessary. Statement containing salient features of the financial statement of
Subsidiaries or Associate Companies or Joint Ventures
53 This Consolidated Financial Statements for the year ended March 31, 2023 were approved by the Board of Directors on May 03, 2023.
Part A Subsidiaries
As per our report of even date (Information in respect of each Subsidiary to be presented with Amounts ` in lakh)
Chartered Accountants Name of the Subsidiary(ies)
Sr No Particulars Uptown Properties
Firm's Registration No.: 006456C & Leasing Private
Bajaj Bangladesh Bajaj Corp
Limited International (FZE)
Limited
Vimal Chopra Kushagra Bajaj Jaideep Nandi Aditya Vikram Somani 1 Reporting period for the Subsidiary(ies) concerned, if different Not Applicable Not Applicable Not Applicable
Partner Chairman Managing Director Director from the Holding company’s Reporting Period
2 The date since when subsidiary was acquired September 10, 2011 December 9, 2012 December 23, 2013
M. No. 074056 DIN: 00017575 DIN: 06938480 DIN: 00046286
3 Reporting Currency and Exchange Rate as on the last date of the INR BDT; AED;
Relevant Financial Year in the case of Foreign Subsidiaries INR 0.7679 per BDT INR 22.3872 per AED
Dilip Cherian D. K. Maloo Vivek Mishra 4 Share Capital 244.42 1,006.74 1,914.11
Director Chief Financial Officer Company Secretary 5 Securities premium, Reserves and Surplus 8,641.84 (482.44) (2,053.42)
DIN 00322763 M. No. A21901 6 Total Assets 8,888.15 625.88 704.49
7 Total Liabilities 1.89 101.59 843.81
Place: Mumbai Place: Mumbai 8 Investments NIL NIL NIL
Date: May 3, 2023 Date: May 3, 2023 9 Turnover NIL 341.90 1,409.68
10 Profit before taxation (44.71) (126.30) 94.41
11 Provision for taxation (10.59) 1.11 NIL
12 Profit after taxation (34.12) (127.41) 94.41
13 Proposed Dividend NIL NIL NIL
14 % of Shareholding 100% 100% 100%
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations : NIL
2. Names of subsidiaries which have been liquidated or sold during the year : NIL
Part B Associates and Joint Ventures

Statement Pursuant to Section 129 (3) of the Companies Act, 2013 related to
Associate Companies and Joint Ventures
Sr.
Name of Associates or Joint Ventures Name 1 Name 2 Name 3
No.
1 Latest Audited Balance Sheet Date NIL NIL NIL
2 Date on which the Associate or Joint Venture was associated or Acquired NIL NIL NIL
3 Shares of Associate or Joint Ventures held by the Company on the year end NIL NIL NIL
Amount of Investment in Associates or Joint Venture
Extent of Holding (in percentage)
4 Description of how there is Significant Influence NIL NIL NIL
5 Reason why the Associate/Joint Venture is not consolidated NIL NIL NIL
6 Net Worth attributable to Shareholding as per latest audited Balance Sheet NIL NIL NIL
7 Profit or Loss for the year
i. Considered in Consolidation NIL NIL NIL
ii. Not Considered in Consolidation NIL NIL NIL
1. Names of associates or joint ventures which are yet to commence operations: NIL
2. Names of associates or joint ventures which have been liquidated or sold during the year: NIL
For and on behalf of the Board
Kushagra Bajaj Jaideep Nandi Aditya Vikram Somani

Chairman Managing Director Director
DIN 00017575 DIN 06938480 DIN 00046286
Dilip Cherian D.K. Maloo Vivek Mishra

DIN 00322763 M.No. A21901
Place : Mumbai
Date : May 3, 2023
Notes Corporate Information
Mr. Kushagra Nayan Bajaj

Non-Executive Chairman
Mr. Jaideep Nandi

Managing Director
Mr. Sumit Malhotra

Non-Executive, Non-Independent Director
Mr. Aditya Vikram Ramesh Somani

Independent Director
Mr. Dilip Cherian

Mr. Gaurav Dalmia

Ms. Lilian Jessie Paul

Mr. D. K. Maloo
Chief Financial Officer
Mr. Vivek Mishra

Company Secretary & Compliance Officer
Statutory Auditors
Chopra Vimal & Co.
Secretarial Auditors
Hitesh J. Gupta
Practicing Company Secretary
Bankers
Kotak Mahindra Bank Limited
Union Bank of India
HDFC Bank Limited
Citibank N.A
ICICI Bank Limited
Registrar & Transfer Agent

KFin Technologies Limited
(Formerly KFin Technologies Private Limited)
Selenium Tower B, Plot No. 31-32
Gachibowli Financial District
Nanakramguda
Hyderabad – 500 032
Telangana
Bajaj Consumer Care Ltd. ...I
u
CIN: L01110RJ2006PLC047173 <1il
Registered office .i.,.,
Old Station Road, ,:,
,:,
la
Sevashram Chouraha, 1::
Udaipur – 313 001, .l!l
C
8
Rajasthan. 1f
.,
Website: www.bajajconsumercare.com "
C
Email: complianceofficer@bajajconsumer.com 8
....

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bajaj coNSUMERCARE

17th Annual Report 2022-23

15+  - Kushagra Nayan Bajaj

Business Enablers Consumer First Entrepreneurship

Read more on page 26 Read more on page 30 Read more on page 32

2 Bajaj Consumer Care Limited 17th Annual Report 2022-23 0 3

DIVERSIFIED PRODUCT SUITE

Bajaj Almond Drops Natyv Soul Bajaj 100% Pure

ti Antimarks Face Wash

4 Bajaj Consumer Care Limited 17th Annual Report 2022-23 5

currently present in more than 30 countries, including SAARC, the

Note: Map not to scale

6 Bajaj Consumer Care Limited 17th Annual Report 2022-23 7

~~~ CONSUMEJI CARE 2023

2008-09 2012 2016 2018 2020 2022

8 Bajaj Consumer Care Limited 17th Annual Report 2022-23 9

10 17th Annual Report 2022-23 11

12 17th Annual Report 2022-23 13

Historically BCCL has relied on traditional sales

14 Bajaj Consumer Care Limited 17th Annual Report 2022-23 15

Equally important are our initiatives to drive internal

A journey of resilience the future. We remain committed to delivering exceptional

16 Bajaj Consumer Care Limited 17th Annual Report 2022-23 17

18 17th Annual Report 2022-23 19

17th Annual Report 2022-23 21

To achieve this, we strive to integrate social and

Furthermore, our commitment to delivering positive

Our dedication to creating incremental value permeates

We remain committed to pursuing this vision, guided by

22 Bajaj Consumer Care Limited 17th Annual Report 2022-23 23

Inputs What We Do Areas of Presence Outcomes

(I) Manufactured Capital

value for our consumers (i 1 Styling

Employee benefits Permanent employees Hours of training

Social and Relationship Capital

*as on March 31, 2023

24 Bajaj Consumer Care Limited 17th Annual Report 2022-23 25

26 Bajaj Consumer Care Limited 17th Annual Report 2022-23 27

By diversifying our product

y Gain in market share in key modern trade

28 Bajaj Consumer Care Limited 17th Annual Report 2022-23 29

From Traditional to Modern Social Media Behind

63 lakh ~18,000 17%

Organic visits on our social

30 Bajaj Consumer Care Limited 17th Annual Report 2022-23 31

Bajaj Almond Drops Serum with Oil (July 2022)

Understanding the unmet needs of

Accordingly, we leverage innovation in our _,_

32 Bajaj Consumer Care Limited 17th Annual Report 2022-23 33

Operations excellence is at the heart of our manufacturing Initiatives Results

. evolving field for driving

business growth with

Cyber Security SAP Success

systems for the last mile, including sub-stockists,

retailers and rural-oriented vans. Our investments in

Applications (Power BI)

IT systems have ensured we can generate KPI-specific

y Efficiencies through automation in the transaction

IT Stacks Using Data Analytics to

36 Bajaj Consumer Care Limited 17th Annual Report 2022-23 37

15+ - Kushagra Nayan Bajaj