Bajaj Electricals Ltd. — Proxy Solicitation & Information Statement 2025

May 14, 2025

May 14, 2025

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To, BSE Limited Department of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

: Code No. 500031

National Stock Exchange of India Limited

: BAJAJELEC - Series: EQ

Listing Department Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

Dear Sir/Madam,

Sub.: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) by Bajaj Electricals Limited (the “Company”)

In continuation to our letter dated March 28, 2025 and pursuant to the provisions of Regulation 30 (read in conjunction with Part A of Schedule III) of the SEBI Listing Regulations, we enclose herewith a copy of the Notice of Postal Ballot dated March 28, 2025, along with the Explanatory Statement (“Notice”), which is being dispatched today i.e. Wednesday, May 14, 2025, seeking consent of the Members of the Company on the Special Businesses as contained in the Notice by passing the following Resolutions, by means of Postal Ballot:

Sr. No.	Description of Special Business(es)	Type of Resolution
1.	To appoint Mr. Sanjay Sachdeva (DIN 11017868) as a Director of the Company.	Ordinary Resolution
2.	To appoint Mr. Sanjay Sachdeva (DIN 11017868) as the Managing Director & Chief Executive Officer of the Company and to approve the remuneration payable to him.	Special Resolution

Pursuant to the provisions of General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and the latest one being General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA Circulars”), the Notice is being sent electronically to all the Members whose names appeared in the Register of Members or List of Beneficial Owners, as received from National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL) (“DP”), as on Friday, May 9, 2025 (“Cut-off date”) and who had registered their e-mail addresses with the Company / DP. As per the MCA Circulars, the communication of assent or dissent of the Members would take place only through the remote e-Voting system.

Members holding shares in physical mode and who have not updated their e-mail addresses with the Company/DP are requested to update the same as per the instructions given in the Notes to the Notice.

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Corporate Office: Mulla House 51, Mahatma Gandhi Road, Mumbai 400 001 Tel: +91 22 6149 7000 | www.bajajelectricals.com

Registered Office: 45/47, Veer Nariman Road, Fort, Mumbai 400 001 Tel: +91 22 6110 7800 | Email: legal@bajajelectricals.com | CIN: L31500MH1938PLC009887

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The following details pertain to the remote e-Voting facility provided by the Company:

	Remote E-Voting Details	Remote E-Voting Details
1.	Cut-off date [for determining the Members entitled to vote on the resolutions set forth in the Notice]	Friday, May 9, 2025
2.	Date and time of commencement of remote e-Voting	Tuesday, May 20, 2025, at 09:00 A.M (IST)
3.	Date and time of conclusion of remote e-Voting	Wednesday, June 18, 2025, at 05:00 P.M. (IST) [Remote e-Voting module shall be disabled post this date and time]
4.	Date of declaration of votingresults	On or before Friday,June 20,2025
5.	Manner of voting	Voting through electronic means only (remote e-Voting)
6.	Authority entrusted for registration of email addresses for receiving the Notice	MUFG Intime India Private Limited (“MUFG Intime”) (formerly Link Intime India Private Limited)
7.	Detailed Procedure for Remote e- Voting	Please refer Note No. 12 to the Notice under the heading "Remote e-Voting Instructions for shareholders”
8.	Agency appointed for providing remote e-Voting facility to the Members	MUFG Intime

A copy of the said Notice is being made available on the website of the Company, viz., www.bajajelectricals.com and on the websites of BSE Limited at www.bseindia.com and the National Stock Exchange of India Limited at www.nseindia.com . It is also being made available on the website of MUFG Intime at https://instavote.linkintime.co.in/.

We request you to take the above on record and the same be treated as compliance under the applicable provisions of the SEBI Listing Regulations.

Thanking you,

Yours faithfully, For Bajaj Electricals Limited Prashant Digitally signed by Prashant Anant Dalvi Anant Dalvi Date: 2025.05.14 13:20:56 +05'30' Prashant Dalvi Chief Compliance Officer & Company Secretary (ICSI Membership No.: A51129)

Encl.: As above.

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Corporate Office: Mulla House 51, Mahatma Gandhi Road, Mumbai 400 001 Tel: +91 22 6149 7000 | www.bajajelectricals.com

Registered Office: 45/47, Veer Nariman Road, Fort, Mumbai 400 001 Tel: +91 22 6110 7800 | Email: legal@bajajelectricals.com | CIN: L31500MH1938PLC009887

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BAJAJ ELECTRICALS LIMITED

Registered Office: 45/47, Veer Nariman Road, Mumbai 400 001 | Tel.: 022-61497000 Email ID: legal@bajajelectricals.com | Website: www.bajajelectricals.com Corporate Identification Number (CIN): L31500MH1938PLC009887

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, and any applicable Circulars issued by the Ministry of Corporate Affairs, from time to time]

VOTING STARTS ON	VOTING ENDS ON
Tuesday,May20,2025,at 09:00 A.M.(IST)	Wednesday,June 18,2025,at 05:00 P.M.(IST)

To, The Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (the “Act”) and other applicable provisions of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), each as amended from time to time, and read together with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), to transact the special businesses as set out hereunder by passing Resolution(s) through postal ballot by voting via electronic means (‘Remote e-Voting’) only.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e- mail addresses are registered with the Company, the Registrar and Transfer Agent (‘RTA’), or the Depositories. Accordingly, a physical copy of the Notice, along with the Postal Ballot Form and a pre-paid business reply envelope, is not being sent to the Members for this Postal Ballot. The communication of assent or dissent by the members shall take place only through the remote e-voting system. If your e-mail address is not registered with the Company, RTA, or Depositories, please follow the process provided in the notes to receive this Postal Ballot Notice. The Notice is also available on the Company’s website at: https://www.bajajelectricals.com/pages/investors.

An explanatory statement, pursuant to Sections 102, 110, and other applicable provisions of the Act, pertaining to the resolution(s) that set out the material facts and the reasons/rationale thereof, is appended to this Postal Ballot Notice for your consideration and forms a part of this Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company, at its meeting held on March 28, 2025, has appointed Mr. Omkar Dindorkar (COP No. 24580), and in his absence, Mr. Saurabh Agrawal (COP No. 20907), the Designated Partners of Messrs MMJB & Associates LLP, Practicing Company Secretaries, as the Scrutinizer(s) to conduct the Postal Ballot through the remote e-voting process in a fair and transparent manner.

The remote e-voting period shall commence from 9:00 A.M. IST on Tuesday, May 20, 2025, and shall end at 5:00 P.M. IST on Wednesday, June 18, 2025, 2025. The Scrutinizer will submit his report to the Chairman, Executive Director, or Company Secretary of the Company upon completion of the scrutiny of the votes cast through Remote e-Voting. The results of the Postal Ballot will also be communicated to the stock exchanges within two working days from the last date of e-voting.

The said results, along with the Scrutinizer's Report, shall be intimated to BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (collectively referred to as the “Stock Exchanges”), where the Equity Shares of the Company are listed. The results will also be uploaded on the Company's website at https://www.bajajelectricals.com/pages/investors and on the website of the RTA, MUFG Intime India Private Limited (formerly Link Intime India Private Limited), at https://instavote.linkintime.co.in/.

SPECIAL BUSINESS

1. To appoint Mr. Sanjay Sachdeva (DIN 11017868) as a Director of the Company, and, in this regard, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution :

2. “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory amendment(s), modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), Mr. Sanjay Sachdeva (DIN 11017868) who was appointed by the Board of Directors as an Additional Director of the Company with effect from April 15, 2025, in terms of Section 161 of the Act and who is eligible for appointment as a Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

3. To appoint Mr. Sanjay Sachdeva (DIN 11017868) as the Managing Director & Chief Executive Officer of the Company and to approve the remuneration payable to him, and, in this regard, to consider and, if thought fit, pass the following resolution as a Special Resolution :

4. “RESOLVED that, pursuant to the provisions of Sections 2(51), 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any amendment thereto or re-enactment thereof for the time being in force) and subject to such other approvals / permissions, if any, as may be required, approval of the Members of the Company be and is hereby accorded to appoint Mr. Sanjay

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Sachdeva (DIN 11017868) as the ‘Managing Director and Chief Executive Officer’ of the Company, for a term of three (3) years, commencing from April 15, 2025, on such terms and conditions, including remuneration, as set out in the explanatory statement annexed hereto.

RESOLVED FURTHER that the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee constituted / to be constituted by the Board) be and is hereby authorised to vary, alter, enhance, or widen the scope of remuneration (including fixed salary, incentives & increments thereto and retirement benefits) payable to Mr. Sanjay Sachdeva during his tenure to the extent permitted under Section 197 read with Schedule V of the Act and other applicable provisions, if any, of the Act, without being required to seek any further consent or approval of the member(s) of the Company or otherwise to the end intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution, provided, however, that any such increase shall not exceed any amount permitted to be paid to Mr. Sanjay Sachdeva under applicable law without obtaining requisite approvals.

RESOLVED FURTHER that notwithstanding anything to the contrary contained hereinabove or in the terms and conditions of his appointment, where in any financial year, during the tenure of Mr. Sanjay Sachdeva as the Managing Director and Chief Executive Officer of the Company, the Company has no profits or its profits are inadequate, the remuneration payable to Mr. Sanjay Sachdeva shall be as per the provisions of Schedule V of the Act and the rules made thereunder or any

statutory modification or re-enactment thereof.

RESOLVED FURTHER that the Board be and is hereby authorised to do all such acts, deeds, matters and things and sign deeds, documents, agreements, contracts, letters and such other papers as may be necessary, desirable and expedient, as it may in its absolute discretion deem fit or necessary or desirable for such purpose including giving effect to this resolution, including agreeing to such amendment(s)/modification(s) in the aforesaid clauses as may be required by any authority or as may be deemed fit by the Board, with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard in conformity with the provisions of the Act, Listing Regulations, the Memorandum and Articles of Association of the Company and other applicable laws.”

By Order of the Board of Directors For Bajaj Electricals Limited Sd/Prashant A. Dalvi Chief Compliance Officer & Company Secretary ICSI Membership No. A51129 Mumbai, March 28, 2025

Registered Office:

45/47, Veer Nariman Road, Mumbai 400 001. CIN: L31500MH1938PLC009887 Tel: 022-6149 7000 Email: legal@bajajelectricals.com Website: www.bajajelectricals.com

Notes:

1. The Explanatory Statement, and the reasons for the proposed Resolutions, pursuant to Section 102, read with Section 110 of the Act and the Rules framed thereunder, setting out the material facts, is appended below.

2. In compliance with the MCA Circulars, the Notice is being sent only by electronic mode to those members whose names appear in the Register of Members or the List of Beneficial Owners maintained by the Company or as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (“Depositories”), as on Friday, May 9, 2025 (the “Cut-off Date”), and whose e-mail IDs are registered with the Company or Depositories. Members who have not registered their e-mail IDs are requested to follow the instructions given under Note No. 9.

3. In accordance with the MCA Circulars, physical copies of the Notice will not be sent to members for this Postal Ballot. Members are requested to record their assent (FOR) or dissent (AGAINST) exclusively through the remote e-voting process no later than 5:00 P.M. IST on day, Wednesday, June 18, 2025. To be eligible for consideration, votes must be cast by this deadline; otherwise, it will be deemed that no votes have been received from the member.

4. The members whose names appear in the Register of Members or the List of Beneficial Owners, as received from the Depositories as of the Cut-off Date, are entitled to vote on the resolutions set forth in this Notice. A person who is not a member as of the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.

5. In compliance with the provisions of Sections 110 and 108, read with the Rules, the Company is pleased to offer an e-voting facility to all its members. For this purpose, the Company has engaged MUFG Intime India Private Limited (formerly Link Intime India Private Limited) to facilitate e-voting, enabling members to cast their votes electronically.

6. Members should note that the Postal Ballot Notice will also be available on the Company’s website at www.bajajelectricals.com, on the websites of the Stock Exchanges, i.e., BSE Limited and the National Stock Exchange of India Limited, at www.bseindia.com and www.nseindia.com, respectively, and on the website of MUFG Intime at https://instavote.linkintime.co.in.

7. All the material documents referred to in the Explanatory Statement, if any, shall be available for inspection by the Members through electronic mode from Tuesday, May 20, 2025, to Wednesday, June 18, 2025, upon request sent to legal@bajajelectricals.com, mentioning their name, Folio No. / Client ID and DP ID, and specifying the documents they wish to inspect, along with a selfattested copy of their PAN card attached to the email.

8. The voting rights of members shall be in proportion to their shareholding in the paid-up equity share capital of the Company as of Friday, May 9, 2025, being the Cut-off Date fixed for this purpose.

9. Members holding shares in physical form and who have not registered their email addresses with the Company can register their email addresses by clicking on the link: https://web.in.mpms.mufg.com/EmailReg/Email_Register.html on the website www.in.mpms.mufg.com, under the Investor Services tab, by selecting the “E-mail Registration” heading and updating their details, such as Name, Folio Number, Certificate Number, PAN, Mobile Number, and Email ID. They must upload a scanned copy of the share certificate (front and back) in PDF or JPEG format (up to 1MB). Members holding shares in dematerialized (demat) form are requested to update their email addresses with their respective Depository Participants (DPs). In case of any queries or difficulties in registering the e-mail address, Members may write to enotices@in.mpms.mufg.com or contact Tel: 022–49186000.

10. The Scrutinizer will submit his report to the Chairman or any other person authorized by him after the completion of scrutiny, and the results of the e-voting by Postal Ballot will be announced on or

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before Friday, June 20, 2025. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Wednesday, June 18, 2025, being the last date specified by the Company for e-voting.

1. The declared results, along with the Scrutinizer’s Report, shall be forwarded to the websites of the Stock Exchanges, i.e., BSE Limited

and the National Stock Exchange of India Limited, at www.bseindia.com and www.nseindia.com, respectively, and shall be uploaded on the Company’s website, www.bajajelectricals.com, as well as on the website of MUFG Intime at https://instavote.linkintime.co.in. The outcome will also be made available at the registered office as well as at the corporate office of the Company.

12. Remote e-Voting Instructions for shareholders:

• a) In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are

allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access e-Voting facility.

• b) Login method for Individual shareholders holding securities in demat mode is given below:

• INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH NSDL METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility A. Shareholders who have registered for NSDL IDeAS facility: a. Visit URL: https://eservices.nsdl.com [and click on “Beneficial Owner” icon under “Login”. b. Enter User ID and Password. Click on “Login”. c. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e- Voting” under e-Voting services.

• d. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period. OR

• B. Shareholders who have not registered for NSDL IDeAS facility: a. To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• b. Proceed with updating the required fields. c. Post successful registration, user will be provided with Login ID and password. d. After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• e. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period

• METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL a. Visit URL: https://www.evoting.nsdl.com b. Click on the “Login” tab available under ‘Shareholder/Member’ section. c. Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• d. Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• e. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

• INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH CDSL

METHOD 1 - Individual Shareholders registered with CDSL Easi/ Easiest facility

• A. Shareholders who have registered/ opted for CDSL Easi/ Easiest facility: a. Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com b. Click on New System Myeasi Tab c. Login with existing my easi username and password d. After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.

• e. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period. OR

• B. Shareholders who have not registered for CDSL Easi/ Easiest facility: a. To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

• b. Proceed with updating the required fields. c. Post registration, user will be provided username and password. d. After successful login, user able to see e-voting menu. e. Click on “MUFG InTime / Link InTime ” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL a. Visit URL: https://www.cdslindia.com b. Go to e-voting tab.

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c. Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d. System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e. After successful authentication, click on “MUFG InTime / Link InTime” or “evoting link displayed alongside Company’s Name” and
you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
• INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH DEPOSITORY PARTICIPANT
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with
NSDL / CDSL for e-voting facility.
a. Login to DP website
b. After Successful login, user shall navigate through “e-voting” option.
c. Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user
can see e-voting feature.
d. After successful authentication, click on “MUFG InTime / Link InTime” or “evoting link displayed alongside Company’s Name” and
you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
• GUIDELINES FOR INSTITUTIONAL SHAREHOLDERS (“CUSTODIAN / CORPORATE BODY/ MUTUAL FUND”)
STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration
a. Visit URL: https://instavote.linkintime.co.in
b. Click on “ Sign Up ” under “Custodian / Corporate Body/ Mutual Fund”
c. Fill up your entity details and submit the form.
d. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign
up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to
insta.vote@linkintime.co.in.
e. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now
registered on InstaVote)
STEP 2 – Investor Mapping
a. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b. Click on “Investor Mapping” tab under the Menu Section
c. Map the Investor with the following details:
I. ‘Investor ID’ –
i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.
II. ‘Investor’s Name - Enter Investor’s Name as updated with DP.
III. ‘Investor PAN’ - Enter your 10-digit PAN.
IV. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further,
Custodians and Mutual Funds shall also upload specimen signatures.
V. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can
be viewed under the “Report Section”.
STEP 3 – Voting through remote e-voting
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD 1 - VOTES ENTRY
a. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b. Click on “Votes Entry” tab under the Menu section.
c. Enter the “Event No.” for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d. Enter “16-digit Demat Account No.” for which you want to cast vote.
e. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view
the entire Resolution details, click on the ‘View Resolution’ file link).
f. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’
and accordingly modify your vote.
OR
METHOD 2 - VOTES UPLOAD
a. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b. After successful login, you will be able to see the “Notification for e-voting”.
c. Select “View” icon for “Company’s Name / Event number”.
d. E-voting page will appear.
e. Download sample vote file from “Download Sample Vote File” tab.
f. Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote
File” option.
g. Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
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c) Login method for Shareholders holding securities in Physical Mode / Non-Individual Shareholders holding securities in Demat Mode

• Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cutoff date for e-voting may register for InstaVote as under:

a. Visit URL: https://instavote.linkintime.co.in

• ➢ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• ➢ Enter Image Verification (CAPTCHA) Code ➢ Click “Submit” (You have now registered on InstaVote).

Shareholders who have not registered for INSTAVOTE facility:

• b. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

Shareholders who have registered for INSTAVOTE facility:

• c. Click on “Login” under ‘SHARE HOLDER’ tab.

• i. User ID: Enter your User ID

• ii. Password: Enter your Password

i. User ID : NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID. Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

• iii. Enter Image Verification (CAPTCHA) Code

• iv. Click “Submit”

• d. Cast your vote electronically:

• i. After successful login, you will be able to see the “Notification for e-voting”.

• ii. Select ‘View’ icon.

• iii. E-voting page will appear.

ii. PAN:

Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

iii. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

  - iv. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  - v. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

     - A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

• d) Helpdesk

• iv. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

i. Shareholders holding securities in physical mode / NonIndividual Shareholders holding securities in demat mode:

*Shareholders holding shares in NSDL form, shall provide ‘iv’ above

**Shareholders holding shares in physical form but have not recorded ‘iii’ and ‘iv’, shall provide their Folio number in ‘D’ above

Shareholders holding securities in physical mode / NonIndividual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 49186000.

ii. Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at : 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

e) Forgot Password

• i. Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / NonIndividual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on “Login” under ‘SHARE HOLDER’ tab.

• ▪ Click “forgot password?”

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

• Click on “SUBMIT”.

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Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

• Click “forgot password?”

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one

• ii. Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password: Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

• ❖ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ❖ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolution contained in this Notice.

• ❖ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013

Item Nos.1 & 2

Based on the recommendation of the Nomination & Remuneration Committee (“NRC”), the Board of Directors at its meeting held on March 28, 2025, appointed Mr. Sanjay Sachdeva, (DIN: 11017868) as an Additional Director of the Company with effect from April 15, 2025 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the “Act”) and Article 137 of the Articles of Association of the Company.

Mr. Sanjay Sachdeva, aged about 59 years, graduated as an Electrical Engineer from the Indian Institute of Technology (IIT Delhi) and later pursued his Master’s degree in Management from the Indian Institute of Management, Calcutta. He was the recipient of the prestigious B.C. Roy Gold Medal—presented by the President of India—recognizing the top student in the graduating class.

Mr. Sachdeva began his career at Hindustan Unilever as a management trainee and has since spent over 33 years with Unilever in various leadership roles across Sales, Marketing, and General Management. Most recently, he served as the CEO and MD of Unilever Japan, based in Tokyo. With extensive experience in scaling and leading consumer goods markets across India, China, Brazil, Japan, North Africa, the Middle East, and Russia, he has consistently driven profitable growth in highly competitive environments. His key achievements include successfully turning around businesses across geographies, delivering strong business results in volatile market conditions, and strengthening talent and organizational capabilities.

Having lived in five countries across three continents, Mr. Sachdeva has witnessed firsthand the power of diverse cultures and perspectives. He is deeply committed to Sustainability and Diversity & Inclusion (D&I), collaborating with businesses and government bodies and has been an active spokesperson in various industry forums. A passionate advocate for gender equality, he has championed Diversity & Inclusion within organization, earning recognition from the British Chamber of Commerce Japan.

Accordingly, it is proposed to appoint Mr. Sanjay Sachdeva as a Director of the Company liable to retire by rotation.

The Board of Directors, at the same meeting, as per the recommendations of the NRC and given the knowledge, background, skills and capabilities required for the role, experience and past performance of Mr. Sanjay Sachdeva, decided that it would be in the best interest of the Company to appoint him on the Board as the Managing Director & Chief Executive Officer as he fulfills the requisite criteria laid down by the Board in the Company’s Nomination & Remuneration Policy for appointment as a Director of the Company and as required in the context of the Company’s business and sector it operates in. The details of the skills / expertise / competence of the board of directors (specifying the list of core skills/expertise/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those available with the board) are available on the website of the Company. Accordingly, the Board of Directors appointed Mr. Sanjay Sachdeva as the Managing Director & Chief Executive Officer of the Company for a period of 3 (Three) years, commencing from April 15, 2025, till April 14, 2028, subject to the approval of the Members of the Company.

Mr. Sanjay Sachdeva satisfies all the conditions set out in Part-1 of Schedule V to the Act as also the conditions set out under Section 196(3) of the Act for being eligible for this appointment.

The Board of Directors has, accordingly, considered the following terms and conditions of Mr. Sanjay Sachdeva’s appointment and remuneration as the Managing Director & Chief Executive Officer of the Company, as per the recommendations of the NRC which is in accordance with Schedule V of the Act:

1. Term : 3 years with effect from April 15, 2025, till April 14, 2028. Mr. Sanjay Sachdeva will be liable to retire by rotation.

2. Remuneration :

The Company has received a notice in writing under the provisions of Section 160 of the Act from a Member proposing the candidature of Mr. Sanjay Sachdeva for the office of Director of the Company. Mr. Sachdeva has conveyed his consent to act as Director of the Company and he also confirmed that he is not disqualified from being appointed as such in terms of Section 164 of the Act and he is not debarred from holding the office of Director by virtue of any order passed by SEBI or any such authority. The Company has also received other necessary disclosures from Mr. Sachdeva.

I. Fixed Pay

• A. During the Term, the Company shall pay the Managing Director & Chief Executive Officer an annual fixed salary of Rs. 5,17,27,500/- [comprising an annual Basic Salary of Rs. 1,92,50,000/-, annual House Rent Allowance (HRA) of Rs. 9,62,500/-, and annual Other Allowance (including Flexi Pay) of Rs. 3,15,15,000/-], as compensation for his services (the "Fixed Pay").

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• B. The Fixed Pay will be paid monthly in accordance with the Company's normal payroll practices and be subject to the usual withholdings and components as required and decided by the Company. To clarify, this is not subject to profit earned by the Company.

• II. Retiral Benefits The following perquisites or retiral benefits (the “Retiral Benefits”) shall also be paid and/or provided to the Managing Director & Chief Executive Officer, the valuation of which shall be made in accordance with the provisions of the Income Tax Act, 1961 and the rules framed thereunder, and in the absence of any such rules, valuation shall be done at actual cost:

• A. Provident Fund: Contribution towards the Provident Fund shall be made as per the rules of the Company and shall not be included in the computation of the ceiling on perquisites, to the extent it is not taxable under the Income Tax Act, 1961 (currently limited to 12% of the Basic Salary).

• B. Gratuity: Payable as per the rules of the Company (currently limited to 5% of the Basic Salary). [Note: In case the contract term of the Managing Director & Chief Executive Officer ends before the minimum term eligibility for Gratuity payment as per our gratuity rules, the eligible amount will be paid to the Managing Director & Chief Executive Officer as an Ex-gratia at the end of the Term, subject to applicable tax.]

III. Incentive Pay

• A. Based on the evaluation of the Managing Director & Chief Executive Officer’s individual performance and the Company’s achievement of certain milestones, as determined and approved annually by the Board, and at the sole discretion of the Company from time to time, the Managing Director & Chief Executive Officer shall be eligible to receive an annual incentive pay (“Incentive Pay”), less applicable withholdings if any. The Incentive shall be as follows: Rs. 2,06,25,000/- for a ‘Radical’ rating, Rs. 1,58,12,500/for an ‘Excellent’ rating, and Rs. 1,37,50,000/- for a ‘Good’ rating. Accelerated increments or increases may be granted by the Board at its absolute discretion from time to time.

• B. The Incentive Pay shall be paid as soon as practicable after the Board determines that it has been earned; however, in no event shall the Incentive Pay be paid later than October 31st of the calendar year following the closure of the Company’s financial year in which the Incentive Pay was earned.

• C. To be eligible to receive Incentive Pay for a particular year, the Managing Director & Chief Executive Officer must be employed with the Company (and not serving notice period) on the date of disbursement of the Incentive Pay as decided by the Company, or must be in employment up to the last working day.

• D. Incentive Pay shall be paid only upon approval by the Board.

IV. Performance Stock Option(s)

• A. Subject to the approval of the Nomination & Remuneration Committee (“NRC”) of the Board, and in accordance with the terms and conditions of the ‘Bajaj Electricals Limited – Performance Stock Option Plan – 2023’ (“PSOP-2023”) and Applicable Laws, and as per the vesting schedule and vesting conditions specified by the NRC at the time of grant of options, the Managing Director & Chief Executive Officer shall be eligible to receive an annual grant of such number of performance stock option(s) under the PSOP-2023, having a market value of Equity Shares equal to or not less than Rs. 1,65,00,000/- at

the date of grant of such options. Such options should entitle the Managing Director & Chief Executive Officer, but shall not obligate him, to purchase or subscribe to the Equity Shares of the Company at a future date at a pre-determined exercise price, which shall be the face value of the Equity Share of the Company, i.e., Rs. 2/- per Equity Share. At the grant date, NRC will set annual performance targets/parameters to be achieved by the Company. Options which do not vest on vesting date on account of non-fulfilment of performance targets shall automatically lapse, without any obligations whatsoever on the Company (including the Board or NRC) and no rights in that regard will accrue to the Managing Director & Chief Executive Officer after such date.

B. The number of shares that will be granted/vested under each PSOP shall be calculated considering the Managing Director & Chief Executive Officer's successful completion of each full year with the Company. The actual grant of the stock options under PSOP-2023 will be decided by the NRC and may vary at the time of the grant and shall be specified in “Letter of the Grant” issued to the Managing Director & Chief Executive Officer on year-on-year basis subject to terms of PSOP-2023. The NRC reserves the right to amend or modify the details provided herein. Once granted, the options will be subject to the terms and conditions of the PSOP-2023 and Applicable Laws.

V. Profit-Sharing Commission

• A. The Managing Director & Chief Executive Officer shall be eligible to receive a profit-sharing commission at the rate of seventy-five hundredths percent (0.75%) of the net profits of the Company, payable after the adoption of the annual accounts for that financial year by the shareholders at the Annual General Meeting (“Profit-Sharing Commission”), subject to the following terms:

• i. The Profit-Sharing Commission shall be payable to the Managing Director & Chief Executive Officer subject to all applicable deductions under the Company’s policies and applicable taxes.

• ii. In order to be eligible to receive the ProfitSharing Commission for a particular year, the Managing Director & Chief Executive Officer must be employed with the Company (and not serving a notice period) on the date of disbursement of the Profit-Sharing Commission, as decided by the Company, or shall be in employment up to the last day.

• B. For the purposes of this Section, ‘net profits’ shall mean the net profits of the Company as calculated in accordance with Section 198, read with Section 197, of the Companies Act, 2013.

VI. Retention Bonus

The Managing Director & Chief Executive Officer shall be eligible to receive a Retention Bonus of Rs. 2 Crores, subject to applicable tax deductions and any other deductions as required under Applicable Laws, and such Retention Bonus shall be payable only upon completion of the Term, provided there is no termination or separation from the Company.

VII. Insurance Benefits

The Managing Director & Chief Executive Officer shall be covered under the following insurance policies:

A. Group Medical Insurance – Coverage of up to Rs. 20 lakh, (for the Managing Director & Chief Executive

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Officer, and his spouse, two dependent children, and up to one set of parents or in-laws)

• B. Group Term Life – Coverage of up to Rs. 2.5 Crore, applicable to the Managing Director & Chief Executive Officer only.

• C. Group Personal Accident Insurance - Coverage of up to Rs. 2.4 Crore, applicable to the Managing Director & Chief Executive Officer only.

• D. Employee Deposit Linked Insurance - Coverage of up to Rs. 7.02 lakh, applicable to the Managing Director & Chief Executive Officer only.

VIII. Provision for ‘Flexible Allowance Allocation’ The Managing Director & Chief Executive Officer shall have the option to allocate amounts from the ‘Other Allowance’ component under various permissible heads—such as Leave Travel Allowance (LTA), telephone expenses (including landline, mobile, and home Wi-Fi), annual health check-up, books and periodicals, children’s education allowance, and children’s hostel expenses (as reimbursement)—in order to efficiently manage his income tax liability in accordance with the applicable provisions and rules under the Income Tax Act, 1961.

IX. Vehicle / Car

• A. The Managing Director & Chief Executive Officer shall be provided with a Company car valued between Rs. 60 to 65 lakh.

• B. The Company will reimburse the Managing Director & Chief Executive Officer all costs/ charges incurred for driver, fuel and maintenance in relation the Company car during the Term, subject to submission of bills by the Managing Director & Chief Executive Officer and approval of the Chairman.

• X. Club membership The Managing Director & Chief Executive Officer shall be provided membership to a club, and the admission fee as well as the annual membership fees shall be borne by the Company.

XI. National Pension Scheme and Superannuation The Managing Director & Chief Executive Officer shall have the discretion to opt for investment in the National Pension Scheme and Superannuation as per the prescribed policy and rules. In case the Managing Director & Chief Executive Officer wishes to opt for investment in the National Pension Scheme and Superannuation, such investment shall be subject to such limits respectively of the Basic Salary and such amounts shall be computed under head ‘Other Allowance’ and in accordance with the applicable policies and rules of the Company.

• XII. Severance Fees

No severance fees shall be paid/payable by the Company to the Managing Director & Chief Executive Officer.

XIII. Notice Period Three (3) months.

The draft Agreement incorporating the terms and conditions of appointment and remuneration of Mr. Sanjay Sachdeva, as the Managing Director and Chief Executive Officer of the Company for a period of three (3) years with effect from April 15, 2025, is available on the website of the Company at: https://www.bajajelectricals.com/pages/investors. The terms and conditions as set out in Item Nos. 1 & 2 may also be treated as disclosure in compliance with the requirement of Section 190 of the Act.

As per the provisions of Sections 152, 196 and 197 of the Act and the Rules thereunder, a Director / Whole-time Director / Managing Director can be appointed with the approval of the Members in the General Meeting. Accordingly, approval of the Members is sought for the appointment and remuneration of Mr. Sanjay Sachdeva as a Director and Managing Director & Chief Executive Officer of the Company.

As required under Regulation 36 of the Listing Regulations and Clause 1.2.5 of SS-2, other requisite information is annexed as Annexure-A hereto and forms a part of this Postal Ballot Notice.

The remuneration payable to Mr. Sanjay Sachdeva shall be within the limits prescribed under Section 197 read with Schedule V and other applicable provisions, if any, of the Act. However, out of abundant caution and in view of the relevant extant provisions of the Act relating to managerial remuneration, the Company is complying with the provisions of Section II of Part II of Schedule V to the Act, which inter-alia prescribes that in case of no profits or inadequate profits, remuneration can be paid to managerial personnel in accordance with the provisions of Schedule V to the Act. The relevant information as per the conditions mentioned in Para B of Section II of Part II of Schedule V to the Act is given in Annexure-B to this notice.

Your Board of Directors recommend the Resolution at Item No. 1 for approval by the Members by way of Ordinary Resolution and the Resolution at Item No. 2 for approval by the Members by way of Special Resolution.

Except Mr. Sanjay Sachdeva and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in anyway concerned or interested financially or otherwise in the respective Resolutions set out at Item No. 1 and Item No. 2 of this Postal Ballot Notice.

By Order of the Board of Directors For Bajaj Electricals Limited Sd/Prashant A. Dalvi Chief Compliance Officer & Company Secretary ICSI Membership No. A51129 Mumbai, March 28, 2025

Registered Office:

45/47, Veer Nariman Road, Mumbai 400 001. CIN: L31500MH1938PLC009887 Tel: 022-6149 7000 Email: legal@bajajelectricals.com Website: www.bajajelectricals.com

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Annexure-A

DETAILS OF DIRECTOR PROPOSED TO BE APPOINTED THROUGH POSTAL BALLOT PROCESS

[Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings]

Sr. No.	Particulars	Details
1.	Name	Mr. SanjaySachdeva
2.	Category/ Designation	Whole-time Director / ManagingDirector & CEO
3.	Director Identifcation Number(DIN)	11017868
4.	Age	59years
5.	Date of Birth	July01,1965
6.	Original Date of Appointment	April 15,2025
7.	Qualifcations	An Electrical Engineer from the Indian Institute of Technology (IIT Delhi) and Master’s degree in Management from the Indian Institute of Management,Calcutta.
8.	Name of the listed entities from which the person has resigned as a Director in thepast threeyears*	Nil.
9.	Directorshipin other Companies*	Nil.
10.	Chairmanship / Membership of Committees in other Companies*	Nil.
11.	Number of EquityShares held in the Company*	Nil.
12.	Number of Equity Shares held in the Company for any otherperson on a benefcial basis*	Nil.
13.	Relationship between Directors inter-se; with other Directors and Key Managerial Personnel of the Company	None.
14.	Terms and conditions of appointment or reappointment	Please refer to the Explanatory Statement forming a part of this Notice.
15.	Remuneration last drawn(in FY 2024-25),if applicable	Not applicable.
16.	Remunerationproposed to bepaid	Please refer to the ExplanatoryStatement formingapart of this Notice.
17.	Number of Meetings of the Board attended during the year 2024-25	Nil, not applicable.
18.	Justifcation for choosing the appointee for appointment as Independent Director	Not Applicable
19.	Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Please refer to the Explanatory Statement forming a part of this Notice.

• As per disclosure received from the Director.

Annexure-B

THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED UNDER SCHEDULE V OF THE ACT

I.	General information
1.	Nature of Industry		The Company is engaged in ‘Consumer Products (CP)’ business which includes domestic appliances, kitchen appliances, and electric Fans and in ‘Lighting Solutions’ business which includes consumer andprofessional lightingsolutions.
2.	Date of Commencement of Commercial Production		Commercial operations commenced in the year 1938.
3.	In the case of new companies, expected date of commencement of activities as per project approved by fnancial institutions appearing in theprospectus.		Not applicable.
4.	Financial Performance based on given indicators		As per Standalone Audited Financials:		(Rs. in crore) For Financial Year 2023-24 (Audited) 23.03 1,410.66 4,727.74 4,554.64 173.10 37.22
			Particulars	For Nine months period ended 31-Dec-2024 (Unaudited)	For Financial Year 2023-24 (Audited)
			Paid upCapital	23.07	23.03
			Reserves excluding Revaluation Reserves	1,466.12	1,410.66
			Total Income	3,601.57	4,727.74
			Total Expenses	3,503.14	4,554.64
			Proft before Tax	98.43	173.10
			Tax Expenses	24.06	37.22

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			Proft after Tax	74.37	135.88
5.	Foreign investments or collaborators, if any		The Company has not entered into any foreign collaboration and no direct capital investment has been made in the Company in the last three fnancial years. Foreign investors, mainly comprising NRIs, FIIs, FPIs, etc. are investors in the Company on account of past issuance of securities / purchase of shares of the Companyfrom the secondarymarket.
II.	Information about the appointee/director		Mr. Sanjay Sachdeva
1.	Background details		As mentioned in the ExplanatoryStatement and Annexure-A to the Notice.
2.	Past remuneration		Nil,not applicable.
3.	Recognition or awards		Mr. Sanjay Sachdeva was the recipient of the prestigious B.C. Roy Gold Medal—presented by the President of India—recognizingthe topstudent in thegraduatingclass.
4.	Job profle and his suitability		Mr. Sanjay Sachdeva shall devote his full time and attention to the business of the Company, subject to superintendence, control and directions of the Board. Mr. Sanjay Sachdeva has over three decades of experience and his candidature is compatible with the organisational requirements. The management is of the view that the Company would beneft under the leadershipandguidance of Mr. Sachdeva.
5.	Remunerationproposed		As mentioned in the ExplanatoryStatement forming part of this Notice.
6.	Comparative remuneration profle with respect to industry, size of the Company, profle of theposition andperson		Keeping in view the profle and the position, and the knowledge and experience of Mr. Sanjay Sachdeva, the remuneration was fully justifable and comparable to that prevailing in the industry.
7.	Pecuniary relationship, directly or indirectly, with the Company or relationship with the managerialpersonnel,if any.		Besides the remuneration proposed and dividend paid/payable on the equity shares held by him (if any), Mr. Sanjay Sachdeva does not have any pecuniary relationship with the Company. Mr. SanjaySachdeva is not related to anymanagerialpersonnel of the Company.
III.	Other Information
1.	Reasons for loss or inadequate profts		The management has reviewed the profts for the nine-month period ended December 31, 2024, and has considered a scenario where the full-year profts may not be adequate due to various factors, including the following: • Slower revenue growth in the consumer products business, particularly in the kitchen appliances segment. Additionally, signifcant price erosion in products such as lamps and battens has impacted revenue growth in the lighting solutions business. • Signifcant investments by the Company in new and refreshed products over the past two years, leading to higher new product development costs. However, the commercialization plan has taken longer than anticipated,resultingin operatingdeleveraging.
2.	Steps taken or proposed to be taken for improvement		The Company takes various steps on a regular basis such as better product mix, cost control, reducing debt, borrowing at cheaper rate, improving eficiency, etc. Further, the management has adopted focused business strategies in all spheres of business activities to improve the sales and proftabilityof the Company.
3.	Expected increase in productivity and profts in measurable terms		The Company is conscious of improvement in productivity and continually undertakes measures to improve its productivity and proftability. The Management is confdent of achieving a sustained revenuegrowth in the future.
IV	Disclosures
	The prescribed disclosures with respect to elements of remuneration package, details of fxed component and performance linked incentives, performance criteria, service contracts, notice period, severance fees and stock options details of all the Directors, as applicable, were/are being/shall begiven in the Corporate Governance section of the Annual Report.

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