Board of Directors 02

Management Team 04

Chairmans Letter 06

Management Discussion and Analysis 09

Corporate Governance 27

General Shareholder Information 46

Directors Report 55 (including Annual Report on CSR activities)

Standalone Financial Statements 93

Consolidated Financial Statements 147

Contents

Board of Directors

Rahul BajajChairman

Madhur BajajVice Chairman

Rajiv BajajManaging Director

Sanjiv BajajKantikumar R PodarShekhar Bajaj D J Balaji Rao D S MehtaJ N GodrejS H KhanMs. Suman Kirloskar(Upto 31.03.2015)

Naresh ChandraNanoo PamnaniManish KejriwalP MurariNiraj BajajDr. Gita Piramal(From 01.04.2015)

Audit Committee

Nanoo Pamnani, ChairmanS H KhanD J Balaji RaoNaresh Chandra

Stakeholders Relationship Committee

D J Balaji Rao, ChairmanJ N GodrejNaresh ChandraS H Khan

Nomination and Remuneration Committee

D J Balaji Rao, ChairmanS H KhanNaresh ChandraRahul Bajaj

Corporate Social Responsibility Committee

Rahul Bajaj, ChairmanRajiv BajajNanoo Pamnani

Risk Management Committee

Nanoo Pamnani, ChairmanD J Balaji RaoKevin Dsa

Management

Rahul BajajChairman

Madhur Bajaj Vice Chairman

Rajiv BajajManaging Director

Pradeep ShrivastavaChief Operating Officer

Abraham JosephChief Technology Officer

R C MaheshwariPresident (Commercial Vehicle Business)

Rakesh Sharma President (International Business)

Eric VasPresident (Motorcycle Business)

Kevin Dsa President (Finance)-CFO

S RavikumarPresident

(Business Development and Assurance)

Amrut RathPresident (Human Resources)

C P TripathiAdvisor (CSR)

Company Secretary

J Sridhar

Auditors

Dalal & Shah Chartered Accountants

Secretarial Auditor

Shyamprasad D LimayeCompany Secretary

Bankers

Central Bank of India

State Bank of India

Citibank N A

Standard Chartered Bank

Bank of America

ICICI Bank

HDFC Bank

Registered under the Companies Act, 1956

Registered Office

Mumbai-Pune Road

Akurdi, Pune 411 035

CIN: L65993PN2007PLC130076

Works

l Mumbai-Pune Road, Akurdi,

Pune 411 035

l Bajaj Nagar, Waluj,

Aurangabad 431 136

l Chakan Industrial Area, Chakan,

Pune 410 501

l Plot No.2, Sector 10,

IIE Pantnagar, Udhamsinghnagar,

Uttarakhand 263 531

3

Madhur BajajVice Chairman

Rahul BajajChairman

4

Management Team

Rajiv Bajaj

5

Kevin D'sa

Abraham Joseph

S Ravikumar

Rakesh Sharma

C P TripathiAmrut Rath

Eric Vas

R C MaheshwariPradeep Shrivastava

7

Chairmans Letter

Dear Shareholder,The new national income estimates released by the Government of Indias Central Statistical Organisation (CSO) have confused and perplexed many. These numbers suggest that real Gross Value Added (GVA) grew by 7.5% in 2014-15 versus 6.6% in 2013-14. It seems that much of this extra growth was on account of a larger basket of services.

I am neither an economist nor a statistician. However, as an industrialist who has run a business for several decades and observed others who manage different enterprises across many sectors, I find it challenging to reconcile 7.5% growth in GVA with what one sees in industry today. Over the last couple of years, there has been little or no growth across many segments of industry and the annual financial results of corporates for 2014-15 (FY2015) show this quite clearly. There has been little or no uptick of either consumer or industrial demand; and despite soft energy prices from the second half of FY2015, companies have struggled with their revenues and profits. Some sectors have suffered less; others more. But the sense on the street is that it has been a difficult year quite removed from what one expects out of 7.5% growth. I hope that the government under the premiership of Shri Narendra Modi will usher in higher growth in FY2016. The country needs it.

Given the difficult macroeconomic circumstances of FY2015, I feel reasonably satisfied with your Companys performance. While the details are in the chapter on Management Discussion and Analysis, let me share with you some key numbers:

l Despite a dull and sluggish market, Bajaj Autos net sales plus other operating income grew by 7.2% to B 21,817 crore.

l Operating EBITDA rose by 1.7% to B 4,379 crore, which is the highest in the Companys history. The operating EBITDA margin was at 20.1% of net sales and other operating income, which continues to be the highest in the industry.

l Exports of two-and three-wheelers increased by 14% to 1.81 million units. In terms of value, exports grew by 14.6% to more than US$ 1.5 billion.

l Profit before tax (PBT) reduced by 11.8% to B 4,085 crore. This was largely due to higher depreciation arising out of the Companies Act, 2013; lower treasury income from your Companys surplus funds; and a one-time charge in the form of the National Calamity Contingent Duty levied on Bajaj Autos Pantnagar plant. Consequently, Profit after tax (PAT) decreased by 13.2% to B 2,814 crore.

l Surplus cash and cash equivalents as on 31 March 2015 was B 8,455 crore.

I must applaud the fact that in such a testing environment your Company has grown sales while taking EBITDA to a record high and maintaining best-in-class EBITDA margins.

Let me briefly share with you how I have seen Bajaj Autos business in FY2015. In the domestic market, your Company has done better than before in the entry level segment through its Platina and the new CT 100. It has also improved its performance in the upper end sports segment with various models of the Pulsar and its exciting KTM bikes. It has dramatically improved its domestic sales of three-wheelers at a rate that is significantly higher than of the industry as a whole. It has also performed excellently on the export front increasing the number of two-and three-wheelers sold by 14% to 1.81 million vehicles, and revenues by 14.6% to exceed US$1.5 billion. These are all great achievements.

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However, there has been an overall fall in the volume of motorcycles. This has been mainly on account of Discover, which occupies the middle segment, between entry-level motorcycles on the one hand and the premium segment sport or super-sport bikes on the other. Given the weight of this segment in the overall domestic market, the fall in sales of Discover has dragged down the otherwise excellent performance of your Company in the two-wheeler front. Consequently, Bajaj Autos motorcycles have lost domestic market share from 24.4% two years ago to 20% last year, and then to 16.5% in FY2015. Your Companys Management led by Rajiv Bajaj and his team are addressing this issue; and I hope to see a more vigorous performance in this part of the business in FY2016 and thereafter.

But let me not peg expectations at too high a level. As of now, I have not seen the kind of sustained demand pick-up that translates to a healthy double-digit growth for motorcycles. I refer to the industry as a whole, and not just to your Company. Given the possible prospects of a poor monsoon in FY2016 and with interest rates still remaining high, I am not sure about the strength of consumer durable demand in rural as well as urban India. At a macroeconomic level, I see probably two more quarters of relatively muted growth. Hopefully, I will be proved wrong. But if not, one might witness a more sedate growth trajectory for cars as well as motorcycles in FY2016.

I have written this earlier but bears repeating. As your Chairman, I have huge faith and confidence in the capability of your Companys Management. If it could achieve 7.2% growth in operating income in a challenging year and with it record EBITDA and a 20% EBITDA margin it can definitely produce higher sales and a greater market share in better times. As I am sure it will.

Let me end with my thanks to our customers, dealers, vendors and employees who have always done their utmost for your Company. And my thanks to you for your support.

With best regards,

Rahul BajajChairman21 May 2015

9

Management Discussion and AnalysisAlthough 2014-15 (henceforth FY2015) was not as bad for the two-and three-wheeler industry as the previous two years, 2014-15 was nonetheless difficult. Despite higher GDP growth for the year, domestic sales of motorcycles continued to be sluggish. For the industry as a whole, the number of motorcycles sold in India grew by merely 2.5% in FY2015, which was 1.4% lower than the growth achieved in FY2014 a year that suffered from far worse macroeconomic conditions. The picture was no different if one were to add exports. Total motorcycle sales in India plus exports grew by 4.3% in FY2015, which was no better than the growth rate of the previous year. In a nutshell, the motorcycle industry has continued to be plagued by sluggish single-digit growth for the third year in a row, a situation far removed from the 20% plus uptick of FY2010 and FY2011, and even the 11.9% growth in FY2012.

Notwithstanding the continuing difficult times, Bajaj Auto Ltd. (Bajaj Auto or BAL) achieved its highest turnover, highest exports, and highest operating earnings before interest, tax, depreciation and amortisation (EBITDA).

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11

Bajaj Autos Performance Highlights for FY2015l Net sales grew by 7.0% to D 21,104 crore. Total operating income (net sales plus other

operating income) increased by 7.2% to D 21,817 crore.

l Operating EBITDA increased by 1.7% to D 4,379 crore, the highest in the Com