Your Directors are pleased to present the 92nd Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2025, in terms of Sections 129, 133 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) (the "Act") and Schedule III thereto read with the Rules framed thereunder. During the financial year ended March 31, 2025, your Company achieved a turnover of Rs. 34,880.26 Million as compared to the turnover of Rs. 34,784.13 Million recorded during the previous financial year ended March 31, 2024, registering a growth of 0.28%. Your Company successfully completed sale of a closed manufacturing unit and made a one-time gain (net of related expenses) of Rs. 1,339.52 Million during the year under review. The exceptional item include Rs. 107.84 Million towards a Voluntary Retirement Scheme (VRS), introduced at one manufacturing unit, during the financial year ended March 31, 2025. There was an exceptional item of Rs. 409.00 Million towards VRS, introduced at one manufacturing unit, during the financial year ended March 31, 2024. Your Company posted a Net Profit of Rs. 3,284.49 Million for the financial year ended March 31, 2025, as against the Net Profit of Rs. 2,599.25 Million for the financial year ended March 31, 2024.

Significant investments behind Brand and technology made during the year under review, for future readiness, impacted net margins.

On a consolidated basis, your Company reports a turnover of Rs. 34,887.86 Million during the financial year ended March 31, 2025 and a consolidated Net Profit of Rs. 3,306.56 Million for the said financial year.

Your Company continued to be India's favorite footwear brand and largest footwear retailer. Your Company retails through a Pan India network of 1962 COCO and Franchise Stores, its own website (www.bata.in) and major marketplaces. Your Company has a robust e-commerce network that delivers across the country. During the year under review, Quick Commerce was added as a channel. Your Company witnessed sluggish demand that carried forward from the previous year, however, consumer sentiments saw early improvement through the second quarter of the year under review. Overall, the discretionary consumer spending majorly remained subdued during the year under review, further accentuated due to the elections and extreme heat wave. Your Company witnessed demand recovery during the second half of the year, in the value segments as retailers registered higher sales of low-priced items. Premium products saw bouts of healthy demand, driven by festive, wedding and winter season sales.

Your Company maintained significant thrust on portfolio newness with style and technology propositions to attract new customers. To foster ease of choices for customers, your Company continues to drive affordability and reducing complexity across categories. On account of these initiatives, your Company witnessed volume growth after a long time.

During the year under review, your Company witnessed a chequered demand for premium footwear in brands like Power, Hush Puppies, Floatz across channels.

As Indian customers across small towns aspire for branded products, your Company continues to augment its presence in Tier 3 - 5 cities through Franchise and Distribution networks. Rural markets outperformed urban areas driven by aspirational purchases and lower inflationary pressures. Due to strong Brand recall, your Company has been witnessing increasing interest for opening of franchise stores. Your Company crossed the milestone of 600 Franchise stores for the first time, taking a leap forward in its retail footprint having penetration in 490+ unique towns. Distribution channel was scaled up to 1550+ towns.

Your Company continued to renovate stores and implement initiatives to elevate customer experience at its stores and on its website.

Network expansion through Franchise stores, combined with robust digital presence helps your Company to tap into new growth opportunities with strengthened omni-channel approach.

Demand for casual footwear continues to be ahead of the curve, due to growing preference for comfortable and versatile footwear. Trends like athleisure, streetwear and casual dressing boost demand for sneakers, flip-flops and slip-ons. Your Company maintained its focus on evolution of its product portfolio with the strategy of casualisation and premiumisation. Sneaker Studio were expanded to over 750 Bata and Franchise stores during the year under review.

"Floatz" – a casual, washable and comfortable footwear continued to perform exceptionally well. Leveraging the success of Floatz, your Company expanded the Floatz banner in another 200+ stores.

Your Company continues to make investments behind marketing campaigns, to pivot the Brand on style, modernity and youthfulness with high levels of portfolio freshness. Major campaigns – 10/10 Campaign, Try and Fly Campaign, Stronger Inside Campaign, etc., were launched during the year under review to target relevant customers. Your Company made strategic brand collaborations with new-age icons like Mr. Kartik Aaryan, Mr. Jim Sarbh and Mr. Vir Das. Our brand stories connected well with targeted audience.

Your Company has one of the largest Omni-network in India covering over 1750+ stores. The Omni-channel of your Company recorded a handsome share of the total sales.

E-commerce business continued its steady growth path during the year under review. Both bata.com and marketplace channels grew significantly over last year.

In addition, Home Delivery Services now have been extended to all Franchise stores.

The Distribution Business and B2B Business of your Company remained subdued due to supply chain congestion caused by lower secondary sales. B2B business has been steady on major marketplaces with sharp focus on growth opportunities across categories & brands and continues to be amongst the top footwear brands on major marketplaces. During the year under review, your Company witnessed growth in categories like school, ladies VAC and sports.

Your Company stepped-up its infrastructure to enhance productivity and efficiencies across the value chain. A Voluntary Retirement Scheme was successfully implemented at one of the manufacturing units. Your Company continues to implement its strategies of L2L sourcing, import substitution, etc., to support Speed-to-Market and margin improvement across Retail and I&D businesses.

For the year under review, margins remained healthy across all business channels of EBOs, MBOs and E-Commerce, despite softness in discretionary demand.

Your Company continues to focus on efficiency and productivity backed by digital transformation for future readiness with cautious optimism.

As a responsible corporate citizen and a trusted Brand, your Company is committed towards its social responsibilities through various initiatives, details of which are covered subsequently in this Report.

During the year under review, there was no change in Share Capital of your Company.

Your Board at its meeting held on August 6, 2024, declared an interim dividend of Rs. 10/- (200%) per equity share of Rs. 5/- each, fully paid-up of your Company, for the financial year ended March 31, 2025. The said dividend was paid in September 2024. In line with the Dividend Distribution Policy of your Company, your Board recommends a Final Dividend of Rs. 9/- (180%) per equity share of Rs. 5/- each, fully paid-up of your Company, for the financial year ended March 31, 2025. The Final Dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company from Monday, August 25, 2025 onwards. The total payout of aforesaid dividend would be approximately Rs. 1,156.75 Million. The Dividend Distribution Policy has been uploaded on the website of the Company at www.bata.in under the tab "Investor Relations > Company Policies" at https://www.bata.in/company-policies.html and is available at the link https://www.bata.in/on/ demandware.static/-/Sites-bata-in-Library/default/ veadaf24d0adb1bcaa378b1c129 3c96d71a988b9e/ pdf/CP_1905-Dividend-Revised_2023.pdf Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

Your Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2025.

Your Company has no unclaimed / unpaid matured deposit or interest due thereon since December 31, 2013. Your Company has not accepted any deposits covered under ‘Chapter V - Acceptance of Deposits by Companies' under the Act during the financial year ended March 31, 2025.

In terms of Section 186 of the Act and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed in Note No. 5 of the Notes to Financial Statements for the financial year ended March 31, 2025, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review. The disclosure as per Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, as amended, is not applicable to your Company.

During the financial year ended March 31, 2025, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arm's length basis. Your Company does not have a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the "Listing Regulations").

During the year under review, your Company did not enter into any Related Party Transaction which requires prior approval of the Members of your Company. All Related Party Transactions entered into by your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis. During the year under review, there have been no materially significant Related Party Transactions having potential conflict with the interest of your Company.

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm's length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company.

Necessary disclosures required under the Ind AS 24 have been made in Note No. 33 of the Notes to the Financial Statements for the financial year ended March 31, 2025.

In compliance with Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended from time to time, a sum of Rs. 22,57,752/- has been deposited into the specified bank account of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the financial year ended March 31, 2017.

As per the IEPF Rules, the corresponding equity shares in respect of which Dividend remains unclaimed / unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, your Company has transferred 41,238 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid Rules.

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of your Company between the end of the financial year i.e., March 31, 2025 and the date of this Report.

During the year under review, no company became or ceased to be a subsidiary, joint venture or associate of your Company. As on the date of this Report, your Company has two wholly owned subsidiaries viz., Bata Properties Limited and Way Finders Brands Limited (WFBL).

The Annual Reports of these Subsidiaries will be made available for inspection by any Member of the Company at the Registered Office of your Company at 27B, Camac Street, 1st Floor, Kolkata - 700016, West Bengal, between 11:00 A.M. and 1:00 P.M. on any working day upto the date of ensuing AGM. The Annual Reports of the aforesaid Subsidiaries for the financial year ended March 31, 2025, shall be provided to any Member of your Company upon receipt of written request. Members may also send an advance request at the e-mail id -share.dept@bata.com for an electronic inspection of the aforesaid documents.

The Annual Reports along with the Audited Financial Statements of each of the Subsidiaries of your Company are also available on the website of your Company at www.bata.in During the year under review, WFBL ceased manufacturing of closed footwear due to operational efficiencies and other reasons. Further, pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing the salient features of Financial Statements of the aforesaid Subsidiaries (including highlights of their performance and contributions to the overall performance of the Company) has been provided in Form AOC - 1 which forms part of this Annual Report.

The Audited Consolidated Financial Statements (CFS) of your Company for the financial year ended March 31, 2025, prepared in compliance with Ind AS issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report.

Details of the Subsidiaries are given in the Annual Return in Form No. MGT - 7 as on March 31, 2025.

The Annual Return referred to in Section 92(3) of the Act is available on the website of your Company at www.bata.in under the tab "Investor Relations > Annual Reports" under the link https://www.bata.in/ annual-reports.html

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. Price Waterhouse Chartered Accountants LLP ("PwCA") (ICAI Firm Registration No. 012754N/N500016), Chartered Accountants was appointed as the Auditors of your Company for a consecutive period of 5 (five) years from the conclusion of the 89th AGM held in the year 2022 until conclusion of the 94th AGM of your Company.

PwCA has not informed the Company regarding any condition rendering them ineligible to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder. A copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations has been submitted by PwCA to the Company.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of your Company for the financial year ended March 31, 2025, form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board, at its meeting held on May 29, 2024, appointed M/s. Chandrasekaran Associates ("CACS"), (FRN: P1988DE002500), Company Secretaries, 11-F, Pocket - IV, Mayur Vihar Phase - I, Delhi - 110091, to conduct the Secretarial Audit for the financial year ended March 31, 2025.

The Secretarial Audit Report as received from CACS in the prescribed Form No. MR - 3 is annexed to this Board's Report and marked as Annexure - I and does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of Regulation 24A of the Listing Regulations read together with Section 204 of the Act and the Rules framed thereunder, it is proposed to appoint CACS to conduct Secretarial Audit for 5 (five) consecutive years commencing from April 1, 2025. CACS have consented to the said appointment. CACS have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India (ICSI) and their appointment, if made, would be within the prescribed limits. The Audit Committee and the Board of Directors recommends the proposed appointment. Brief resume and other details of CACS are given in the Notice convening the 92nd AGM of the Company.

During the year under review, the Statutory Auditors and the Secretarial Auditors of your Company have not reported any instances of frauds in terms of the second proviso to Section 143(12) of the Act.

In compliance with Regulation 34 of the Listing Regulations read with Schedule V thereto, the Corporate Governance Report of your Company for the financial year ended March 31, 2025 is annexed as Annexure - II and forms part of this Annual Report. The details of Credit Rating are given in the said report.

Other disclosures required to be made under the Listing Regulations, the Act and the Rules made thereunder, have been included in the Corporate Governance Report and / or the Financial Statements for the financial year ended March 31, 2025 to avoid repetition in this Board's Report.

During the year under review, there were no significant material orders passed by the Regulators

/ Courts and no litigation was outstanding as on March 31, 2025, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditor's Report and Financial Statements which form part of this Annual Report. The application filed under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) (the "IB Code") against Bata India Limited for recovery of purported dues was dismissed as withdrawn during the year under review. No Corporate Insolvency Resolution application was made or proceeding was initiated, by / against Bata India Limited under the IB Code during the year under review. Further, no application / proceeding by / against Bata India Limited under the IB Code is pending as on March 31, 2025.

Your Company has an elaborate system-driven compliance programme in place, including for thorough pre-review of the on-boarding procedure in case of a new manufacturing partner in-sourcing and also for an associate manufacturer for its own factories. This includes clearance of documents and a detailed compliance audit prior to approval. With respect to Social & Environmental Responsibility (SER) audits of its value chain sourcing partners, 44 audits were performed during the year under review.

The factories have been audited by third party auditors and vendors are audited by Bata's internal auditors to check their level of compliance. Your Company has achieved benchmarks for its own factory in the fields of Quality Management Systems (ISO 9001:2015), Environmental Management Systems (ISO 14001:2015) and Occupational Health & Safety Management Systems (ISO 45001:2018). Your Company was recognised as 1st license holder of Rubber Hawaii as per IS:10702:1992 by BIS-Kolkata.

Products of your Company meet the optimal Quality Specifications and the systematic approach towards Zero Defect by implementation of DMAIC process for continuous improvement and sustainable development.

To remain competitive, your Company continues to focus on innovation. "Life Natural" antimicrobial material is offered for School shoes (Tennis, Naughty Boy, Scout Ballerina and Hawaii Flip-Flop).

Under Sustainable initiatives, your Company converted the fuel from HSD to LPG for Thermopack, thereby, potentially reducing CO2 and SO2 emissions. Your Company also implemented 3R (PVC, Rubber & EVA, Laminated Textile waste, along with reduction initiatives like LED, Motion Sensors, efficient air compressors, VFD/Servo motors, Turbo ventilators, integrated APFC electrical panels) initiative of "Reduce, Reuse & Recycle" program. Additionally, your Company also have set-up Zero Discharge facilities, Sewage Treatment Plants and Rain-Water Harvesting in various units.

Your Company achieved impressive growth by expanding its strategic supplier base, unlocking substantial savings while advancing both domestic capability and capacity. These initiatives not only accelerated Speed-to-Market but also delivered notable margin enhancements, showcasing commitment to building impactful partnerships for cost optimisation.

In compliance with Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing information on conservation of energy, technology absorption, foreign exchange earnings and outgo of your Company, in the prescribed format, is annexed to this Board's Report and marked as Annexure - III.

Research and Development activities during the year under review continued to emphasise on creating a pollution-free and a safe work environment. Technological improvement in product development, material development, introduction of new footwear moulds, process improvement, etc., were the key focus areas to improve quality of footwear and productivity in manufacturing. Your Company developed Nail Penetration Resistance Safety Boot as per BIS norms IS 15298-Part 2: 2016, Rubber Canvas Miners Boot – IS – 3976:2018, Rubber Canvas P.T. Shoe – IS:3735:1996, Rubber Canvas J.F. Hunter Boot – IS:3736:1995, Leather Miners Boot – IS:1989 (Part 1) 1986, Leather Safety Boot for Heavy Metal Industry – IS:1989 (Part 2), Hawai Chappal –IS:10702:2023, Sports Shoes – IS:15844:2023 (Part 1) and Sandal & Slippers – IS:6721:2023.

An expenditure of Rs. 65.54 Million was incurred on Research and Development (including product development initiatives) during the year under review, as against Rs. 58.71 Million during the financial year 2023-24.

Your Company achieved reduction of air pollution and emissions at its Batanagar Factory by Briquette consumption of 555 Ton and PNG consumption by 18.74 Ton at Bataganj Factory. Your Company shall continue to invest on Research and Development activities and energy saving measures in its manufacturing units.

Further information on R & D activities and conservation of energy are annexed to this Report and marked as Annexure - III.

Your Company operates on the belief that an organisation should exist to serve a social purpose and enhance the lives of people connected through its business. Your Company has a CSR Policy in place which aims to ensure that it continues to operate its business in an economically, socially and environmentally sustainable manner, while recognising the interests of all its stakeholders. It takes up CSR programmes which benefit the communities in and around the vicinity of its operational presence, resulting in enhancing the quality of lives of the people in those areas. Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report.

A sum of Rs. 3,17,69,894 was spent on various CSR initiatives (covered hereinafter in this Report) for the financial year ended on March 31, 2025. The unspent amount of Rs. 3,04,88,776 is towards certain ongoing projects and has been transferred to Unspent CSR Account as per Section 135(6) of the Act. The Annual Report on CSR activities, containing details of CSR expenditure, details of excess amount spent, etc., is appended as Annexure - IV to this Report.

The salient features of the CSR Policy of your Company is appended as Annexure - V to this Report and the complete policy has been uploaded on the website of your Company at www.bata.in under the tab "Investor Relations > Company Policies" at https://www.bata.com/on/demandware.static/-/ S i t e s - b a t a - i n - L i b r a r y / d e f a u l t / vca1a6dc6c6c9dd1e1b2bd451ba8726ee06c054d7/ Staticpagesimages/Company%20Policies/CSR-Policy-Bata-India-Ltd-2021.pdf There has been no change in the CSR Policy during the year under review.

Your Company continued to demonstrate its social commitment to the communities in and around which it operates. During the financial year 2024-25, CSR initiatives of your Company, reflected our commitment to societal well-being and sustainable business practices. Aligned with global Sustainable Development Goals (SDGs), your Company primarily focused on quality education, W.A.S.H. (water sanitation and hygiene), environmental conservation and gender equality.

Through various initiatives, including Bata Children's Program (BCP), your Company reached over 5500 children, enhancing academic performance and inclusive education for children with disabilities. BCP Program continued to focus on other critical areas like Sports, mental health & well-being, STEM Learning, Foundational Literacy & Numeracy, etc.

Environmental sustainability projects included plantation of more than 5000 trees and maintaining solar power installations in various schools, propagating CO2 absorption by an estimated

Your Company continued to implement one of the most needed programs on menstrual hygiene & awareness wherein your Company addressed the availability of sanitary facilities, awareness about myths related to menstrual health and the importance of nutrition for good health & well-being. On one hand, the program focused on the ecosystem by sensitising adolescent girls, teachers, parents and school management committees by raising awareness about menstrual hygiene and on the other, it promoted positive masculinity among schoolboys.

Employee volunteering continued to play a significant role, with over 6200 hours dedicated to community service. While addressing the needs of the community through CSR initiatives, your Company also encouraged its employees to volunteer in various causes. It is a core objective to make employee volunteering a self-driven culture of the organisation. Thus, in a planned manner, activities were curated for employees to contribute, such as organising/conducting sessions on important days like World Health Day, Earth Day, Children's Day, etc. Bata employees also participated in winter donation drive and supported other charities for a cause. Your Company made significant strides to harness all its resources towards the successful execution of CSR projects across all locations.

Your Company continues to receive support from the Holding Company - Bata (BN) B.V., Amsterdam, The Netherlands and also from Bata Shoe Organization (BSO). Your Company also enjoys the benefits of technical research through Global Footwear Services Pte. Ltd., Singapore (GFS). Your Company has renewed the Technical Collaboration Agreement with GFS with effect from January 1, 2021 for a period of ten years. In terms of the said Agreement, your Company receives guidance, training of personnel and services from GFS in connection with research & development, marketing, brand development, footwear technology, testing & quality control, store location, layout & design, environment, health & safety, risk & insurance management, etc. Your Company continues to obtain expertise and experience from the personnel of GFS and other BSO group companies to improve its product range and operational processes throughout the year. In terms of the said Agreement, your Company has paid technical services fee of Rs. 560.99 Million to GFS for the financial year ended March 31, 2025, which is around 1.61% of the Turnover of your Company.

Your Company's Board is duly constituted and is in compliance with the requirements of the Act, the

Listing Regulations and provisions of the Articles of Association of your Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

During the year under review, a total of 9 (nine) Meetings of the Board of Directors of your Company were held, i.e., on April 19, 2024, May 29, 2024, August 6, 2024, November 4, 2024, November 22, 2024, December 23, 2024, February 10, 2025, March

8, 2025 and March 20, 2025. Details of Board composition and Board Meetings held during the financial year 2024-25 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Details of changes in the Board Composition during the year under review are as under:

Mr. Ravindra Dhariwal (DIN: 00003922) who was appointed as a Non-Executive Non-Independent Director, liable to retire by rotation, for a period of 2 (two) consecutive years commencing from May 27, 2023, has completed his term on May 26, 2025.

The Board places on record its sincere appreciation for the services rendered by Mr. Akshaykumar Narendrasinhji Chudasama and Mr. Ravindra Dhariwal during their respective tenures.

Other details pertaining to the Directors, their appointment / cessation during the year under review and their remuneration are given in the Corporate Governance Report annexed hereto and forming part of this Report.

Mr. Shaibal Sinha (DIN: 00082504), Non-Executive Non-Independent Director of your Company, is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Your Board recommends his re-appointment as a Director (Non-Executive Non-Independent Director) of your Company, liable to retire by rotation.

Further details along with necessary disclosure(s) in respect of Mr. Shaibal Sinha have been given in the Notice convening the 92nd AGM of your Company.

As on the date of this Report, following are the Key Managerial Personnel (KMP) of your Company:

1. Mr. Gunjan Shah (DIN: 08525366), Managing Director and Chief Executive Officer.

2. Mr. Amit Aggarwal (DIN: 10825970), Director Finance and Chief Financial Officer.

3. Mr. Nitin Bagaria (ACS-20228), Company Secretary & Compliance Officer.

Based on the recommendation/approval of the Nomination and Remuneration Committee and the Audit Committee of the Board, Mr. Durgesh Singh, a qualified Chartered Accountant, was appointed, by your Board, as Chief Financial Officer (KMP) of the Company, w.e.f. December 1, 2024, to facilitate smooth transition upon induction of Director Finance and Chief Financial Officer in due course. Based on the recommendation/approval of the Nomination and Remuneration Committee and the Audit Committee of the Board, Mr. Amit Aggarwal, a qualified Chartered Accountant, was appointed by your Board at the meeting held on December 23, 2024, as Director Finance and Chief Financial Officer (KMP) of the Company, w.e.f. December 23, 2024. Accordingly, Mr. Durgesh Singh ceased to hold the position.

The Independent Directors of your Company have submitted requisite declarations that they continue to meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors of your Company are in compliance with the requirements under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

The Board of Directors further confirms that the Independent Directors (including appointed during the year) also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various committees, such as, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk & Compliance Management Committee and Corporate Social Responsibility Committee. The details of composition, terms of reference, etc., pertaining to these committees are mentioned in the Corporate Governance Report which forms part of this Annual Report.

The Board has constituted a committee, namely, Business Operations Committee to primarily look into day–to–day matters relating to retail stores, banking, etc. The Board has also constituted dedicated committees, namely, Real Estate Committee and Technology Committee.

The Real Estate Committee is primarily responsible to review, recommend and assist the Board on all matters and transactions relating to the Real Estate of your Company.

The Technology Committee primarily acts as a counsel and assists on Technology Strategies to the Board. It also conducts periodic appraisal of Technology Projects of your Company.

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS- 2) issued by ICSI.

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The recommendations made by the Audit Committee are accepted by your Board. Name of the Audit Committee members, number of meetings held during the year under review, terms of reference and other requisite details have been provided in the Corporate Governance Report which forms part of this Annual Report.

Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of your Company. The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. There has been no change in the said Policy during the year under review.

Your Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of your Company based on his / her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings. The Policy also provides for Board Diversity criteria.

The Policy is appended as Annexure - VI and has been uploaded on the website of your Company at www.bata.in under the tab "Investor Relations > Company Policies" at https://www.bata.in/company- policies.html and is available at the link https:// www.bata.com/on/demandware.static/-/Sites-bata- i n - L i b r a r y / d e f a u l t / v 4 6 3 0 e 1 0 5 1 6 8 9 8 0 f045e35a4a408a4a6d759e76c0/pdf/250423-Bata- Nomination-and-Remuneration-Policy%202023.pdf

Your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually through self-assessment and peer assessment. The details of Board Evaluation process for the financial year 2024-25 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Details as required under Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), are annexed to this Board's Report and marked as Annexures -VII and VIII. Further, the Non-Executive Non-Independent Directors of your Company (who are a part of BSO / Bata Group in any executive capacity) do not accept any sitting fees / commission.

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a going concern basis; (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a Whistle Blower Policy / Vigil Mechanism in place for the Directors and Employees of your Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organisation can be raised. A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman is also in place. Any concern relating to impact on human rights or issues caused by the business shall also be addressed by the said committee. The Whistle Blower Policy has been uploaded on the website of your Company at www.bata.in under the tab "Investor Relations > Company Policies" at https://www.bata.in/company-policies.html and is available at the link https://www.bata.com/on/ demandware.static/-/Sites-bata-in-Library/default/ v3661a96a986106c65932f28cfae4ab126b41b608/ pdf/WhistleBlowerPolicy.pdf The Policy provides access to the Head - Legal of your Company and to the Chairman of the Audit Committee. No person has been denied an opportunity to have access to the Vigil Mechanism Committee and the Audit Committee Chairman.

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the organisation.

In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). A summary of the complaints dealt during the financial year ended March 31, 2025, in terms of the said Act and Rules framed thereunder has been provided in the Corporate Governance Report which forms part of this Annual Report.

Your Company has been conducting awareness campaign across all its manufacturing units, warehouses, retail stores and office premises to encourage its employees to be more responsible and alert while discharging their duties.

Your Company's internal financial controls ensure that all assets of your Company are properly safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorised, recorded and reported appropriately. Your Company operates through definitive Chart of Authorities (COAs) and Standard Operating Procedures (SOPs) in respect of its operations including financial transactions. Such COAs and SOPs are regularly monitored and if required, modified from time to time depending on business requirements.

Your Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the applicable legislations and that the same are well within the COAs and SOPs, without exception. Your Company also monitors, through its Internal Audit Team, the requirements of processes in order to prevent or timely detect unauthorised acquisition, use or disposition of the Company's Assets which could have a material effect on the Financial Statements of the Company. The Internal Audit function is responsible to assist the Audit Committee and Risk & Compliance Management Committee (RCM Committee) on an independent basis with a complete review of the risk assessments and associated management action plans.

Your Company believes that risk resilience is key to achieving higher growth. Your Company has a well-defined Risk Management framework in place to identify, assess, monitor and mitigate various risks to key business objectives. This framework ensures that your Company's operations are conducted in a manner that proactively addresses uncertainties and risks that may impact business performance or continuity. The Risk Management Policy, approved by the Board, is aligned with the strategic objectives of your Company and is reviewed periodically to reflect changing risk dynamics. Key business risks including operational, financial, strategic, regulatory, cyber and reputational risks are monitored regularly by the RCM Committee. An assessment of cyber security has also been carried out in compliance with the Listing Regulations. The Committee ensures that appropriate mitigation strategies are in place and that emerging risks are promptly addressed. The Internal Audit Report and Risk Inventory Report are reviewed periodically by the Audit Committee and the RCM Committee respectively. The Chief Internal Auditor is a permanent invitee to the Audit Committee Meetings and a member of the RCM Committee. The Audit Committee advises on various risk mitigation exercises on a regular basis. Your Company has been maintaining a separate Internal Audit Team headed by the Chief Internal Auditor appointed by the Audit Committee of your Board. Further details pertaining to the RCM Committee and Meetings held during the year under review are given in the Corporate Governance Report. Your Board is of the opinion that the Internal Financial Controls, affecting the Financial Statements of your Company are adequate and are operating effectively.

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and Rules framed thereunder with respect to the Company's nature of business. There has been no change in the nature of business of your Company.

The global footwear market is projected to grow at a CAGR of ~2.3% during 2025 to 2029, on account of shifting preferences of consumers toward footwear that matches their daily outfits, along with increasing number of individuals wearing different footwear for different occasions. In addition, there is a rise in demand for fashionable footwear that helps in reflecting the individuality of a consumer.

India continues to be the world's second-largest producer and consumer of footwear. It provides significant employment in the country, contributing ~13% of global leather production. Indian footwear market is estimated to grow at a rate higher than the global average, driven by growing aspirations, youthful population, expanding e-commerce landscape and rising disposable income. The average volume per person in the footwear market in India is expected to be 1.54 pairs in 2025.

The Retail Industry in India is one of the most promising and developing marketplaces in the world, ranking fourth globally and contributing over 10% to the nation's GDP. However, the Indian retail sector stands at a crossroads, facing challenges that demand innovative solutions and opportunities that beckon for exploration. Healthy economic growth, changing demographic profile, increasing disposable income, urbanisation and changing consumer tastes & preferences have been some of the factors driving growth in the organised retail market in India. Retail growth is also essential for boosting national income and fortifying India's social infrastructure. By 2030, retail is expected to be the single largest new job creator in the country.

In recent years, India has experienced a boom in smartphone penetration and is expected to reach 1.1 billion by 2025. This has assisted the growth of India's e-commerce sector and is projected to reach USD 325 Billion by 2030, with a significant boost in the footwear sales.

India's footwear sector is witnessing a shift in the perception of footwear from a utility product to a fashion statement. The sector is also shifting towards branded players and increasing digital penetration. However, the average volume of footwear per person in India is close to the half of the global average of 3 pairs.

Offline channels accounts for majority footwear sales in India. The presence of well-established retail infrastructure and preference of consumer to test fit and feel, contributes to the dominance of offline sales channels.

The Indian footwear market is projected to cross USD 90 Billion by 2030, on the back of factors like: a) Consistent rise in income and purchasing power. b) Higher aspiration levels for branded products. c) Increase in number of individuals wearing different footwear for different occasions. d) Higher participation of female workforce. e) Steady shift towards organised channels. f) Increase in digital payments and online shopping. g) Rising Sports and Athleisure penetration. However, macroeconomic factors like rate of economic growth, inflation, unemployment rate, etc., may impact discretionary spending. High real estate costs and supply chain limitations are other key constraints for footwear retailers.

Your Company continues to work on multiple initiatives – Driving Portfolio Evolution, Accelerating Expansion via Franchise & Distribution, Marketing Investments, Exploding Digital Footprint, Agile & Efficient Supply Chain, Staying nimble on costs with Talent, Process, Technology investments at the core. Your Company continues to be the largest footwear retailer in India with an extensive store network, nationwide delivery and distribution network. Your Company also has opportunities in the I&D business, as Bata is the only player which is present across categories and price points. Your Company continues to strengthen its position with quality products, trendy designs, competitive pricing, investment in branding and strong relationship with distributors.

Apart from the above, casualisation and premiumisation of product portfolio targeting higher ASP and expansion in the market share of premium category, portfolio freshness & innovation, scaling up digital channels, inventory management and productivity enhancement will continue to be the priority of your Company along with investments in our brands and stores. Your Company continues to offer a diverse portfolio of products straddled across various price points and categories.

To cater demand for value segment, your Company is also driving affordability and reducing complexity across categories.

Your Company is optimistic about the opportunity to transform by bringing technological advancements and digital capabilities.

Bata India's mission is to make global trends and premium fashion accessible to all consumers through its extensive retail network. It is redefining the intersection of fashion and comfort through its various brands – Bata Red Label for in-trend global styles, Bata Comfit for technology enabled comfort in daily wear, athleisure-brand Power for fitness sneakers and apparel, NorthStar for sneakers inspired by global youth trends, fashionable range of clogs and slip-ons under Floatz, kids-brand Bubblegummers that has won the trust of parents while inspiring fun and Hush Puppies - the global brand that epitomizes comfort and elegance to name a few.

During the year under review, your Company strategically reimagined its brand narrative through innovative marketing campaigns that positioned Bata Brand at the intersection of global trends and local relevance. Fresh collections, brought to life through thoughtful storytelling and meaningful collaborations, elevated the style credentials and established Bata as a Brand for customers seeking for style & comfort.

Ahead of the bustling summer holiday season and fuelled by a surge in demand for travel, your Company unveiled the ‘9 to 9' collection with an industry-first ‘Try and Fly' offer, turning footwear trials at any Bata store into a rewarding experience with assured prizes and an all-expense paid trip. Complementing this, the Hush Puppies Travel campaign addressed the needs of modern-day explorers and young professionals who seek style without compromising on comfort.

Your Company also made significant strides in establishing its fashion credentials through high-profile collaborations with renowned designers and prestigious fashion events.

Recognising the growing fitness consciousness among customers, global ‘Stronger Inside' campaign was launched for athleisure brand, Power featuring the revolutionary Power Energy Collection. Designed in Canada and backed by global technology, the collection was amplified by renowned fitness trainers and influencers. With a vision to ignite empowerment across India fuelled by inner strength and accessible technology, your Company collaborated with wrestler Ms. Nisha Dahiya as she geared up for Paris Olympics 2024.

Your Company's marketing excellence was recognized with multiple prestigious accolades including Trendies Award '24 for Best Multi-Platform Campaign and Best Influencer Marketing Campaign; e4m Prime Time Award, Media Services for Best Influencer Marketing and Creativity in the Jewellery Fashion and Apparel Category and The Mommys by Mad Over Marketing for Best Use of Social Media to Drive Sales.

As we stride into the future, your Company will continue its marketing efforts to honour its rich legacy while boldly reimagining its next chapter. With every campaign, every collection and every conversation, your Company reaffirms its commitment to being a companion for every generation offering style with comfort.

To foster ease of choices for customers, your Company is driving affordability in core brands and reducing complexity across categories. With price point consolidation across core brands, your Company initiated simplification of offerings and line reduction to bring value proposition in top selling articles.

With a strong push to attract new-age customers, newness is a key driver for Hush Puppies. The latest collection brings in new-age casuals, loafers and wedges, crafted with exclusive materials and high-end leathers.

Infusing fresh energy into Hush Puppies, your Company announced the hilarious, ever-stylish and paw-sitively charming Mr. Vir Das as the Brand's India ambassador. A first in the fashion industry in India, the announcement came in the most unique way with Mr. Vir Das getting ready for his historic moment as the first Indian to host the globally acclaimed 52nd International Emmy Awards.

Your Company introduced a limited edition ‘Hush Puppies x Peanuts' collection, bringing together two beloved icons: Hush Puppies' basset hound and Snoopy, the famous Beagle from Peanuts. The collaboration captured the essence of the groovy 70s, with the Seventy8 collection featuring a unique, exclusive look.

Additionally, the expansion, premiumisation and standardisation of non-footwear categories like handbags, belts and wallets have become significant growth pillars, contributing meaningfully to overall HP business.

Your Company continues to implement its portfolio casualisation strategy, which worked well during the year under review. The Sneaker category was led by Power.

Your Company created awareness about the fastest selling Power Easy Slide collection to cater the growing demand for convenience, accessibility and innovation. The collection features an intelligent hands-free design that eliminates the need to bend down, bringing the utmost convenience to daily routine. Your Company plans to expand Easy Slide collection to 1200 doors shortly.

Power apparel performed well during the year under review. Your Company launched light winter and fall collection and the collection was expanded to 100+ stores.

Floatz crossed Rs. 1000+ Million in sales during the year under review. Your Company expanded the brand to 1500+ doors and continued with lightweight and trendy designs, offering all-day ease, both indoors and outdoors, that saw extreme popularity with customers. Dual density products were added to the portfolio. Your Company also launched Kids collection in collaboration with Marvel and Disney.

Your Company has one of the largest Omni-network in India covering 1700+ stores. Omni-channel recorded a handsome share of the total sales. E-commerce business continued its steady growth path during the year under review. Both bata.com and marketplace channels grew significantly over last year. Your Company also added Quick Commerce channel and expects it as a growth opportunity in coming years.

Bata.com continues to improve the merchandise assortment display leading to higher ASPs and margin improvements.

In addition, Home Delivery Services at Franchise stores is leading to incremental business for

Franchisee partners as it provides access to the complete product catalogue to the customers. Home Delivery continues to contribute close to 1 million pairs of sales in a year.

Investment in technology integrations continue to improve customer experience on Bata.com. Efficient Returns and Refunds handling also led to significant reduction in customer complaints.

Your Company's non-retail business division comprises of Multi-Brand Outlets, Key Accounts, industrial and institutional business divisions and exports. Your Company continues to focus on select categories including School, Value Added Men's and Ladies open and Men's closed where we have competitive advantages. Your Company will further focus on growth of Sneakers/Sports category. During the year under review, your Company gained market share in select categories despite overall sluggish market conditions. Accordingly, your Company has strategically consolidated its network of distributors to drive business and to focus on larger distributors cohort. This is reflected in the improvement in Weighted Distribution which has grown to over 45%.

Bata availability in MBOs is now in 1550+ towns and 700+ enterprises provide Bata shoes to their Employee/Customers through our B2B Division.

Inventory tightening both in terms of quantity and quality was a key focus area and your Company will continue to work towards improving stock turns and forecast accuracy to achieve an optimal level of inventory and reduce clutter at stores.

During the year under review, your Company continued to invest in technology-driven process enhancements, leveraging data-driven insights to empower teams in delivering exceptional customer experiences. Key initiatives such as Customer Profile Score, Decentralised claim approvals and Self-Help IVR were implemented to enhance customer experience. These features led to faster resolutions and a significant reduction in overall escalations. As a core focus area, your Company is further enhancing customer experience by integrating AI into Customer Service IVR and create a seamless self-service experience.

Your Company operates in Footwear & Accessories Segment only. Operational highlights & performances of major business categories, channels and key brands of your Company for the financial year ended March 31, 2025 are covered previously in this Report.

The footwear industry is expected to be driven by higher disposable income and aspiration for branded footwear.

India's retail sector is experiencing exponential growth with retail development taking place not just in major cities and metros but also in small cities. However, factors like rising rentals in commercial real estate market, enhanced volatility in global financial systems, etc., also continue to pose challenges to the industry.

Brick-and-mortar store formats continue to be in demand driven, by macroeconomic factors such as rapid urbanisation, rising affluence and evolving consumer preferences. Retail leasing demand, dominated by fashion and apparel retailers, surpassed the supply of new availability in 2024. India's e-commerce market is projected to reach USD 325 Billion by 2030. However, e-commerce return rates are much higher in Fashion & Apparel categories, posing a threat to online sales profitability.

Accordingly, your Company is expanding its physical footprint, majorly through Franchise route in Tier 3 -5 cities and its digital footprint through its own website and marketplaces in footwear and accessories category. Your Company is building style & fashion forward imagery through influencers, media revamp and store innovations.

The ability to adapt to market conditions & evolving customer expectations and technological advancements, enables your Company to position itself strongly for future growth upon consumption recovery.

Your Company continues to focus on cost efficiency and productivity across all operations including manufacturing facilities, backed by digital transformation for future readiness with cautious optimism.

Your Company acknowledges the footwear industry is undergoing transformation. Customer needs and expectations from footwear industry, purchasing channels and buying habits are evolving. New expectations around fashion, affordability, shopping experience, product discoverability, etc., are influencing business growth drivers and key initiatives. Your Company is cognizant of the fact that competition from both domestic and international players, especially at the bottom of the pyramid, is increasing.

Your Company acknowledges that continuous evolution of the product portfolio mix is required to maintain relevance of Bata Brand amongst Millennials and the Gen Z. Your Company also realises that modernisation of I.T. systems alongwith having suitable protection from risk of loss / theft of data / other vulnerabilities is a key requirement for business continuity. Your Company continuously adapts to comply with relevant changes in the Government laws and policies to minimise any adverse impact on sales, cost and operations. Your Company also monitors external factors such as raw material prices, inflation and other geo-political factors to assess and mitigate any adverse effect on business and results of operations.

Your Company monitors its major risks and concerns at regular intervals. Appropriate steps are taken in consultation with all concerned including the RCM Committee and the Audit Committee to identify and mitigate such risks.

During the normal course of its business operations, your Company has been subjected to litigations in connection with or incidental thereto. These litigations include civil cases, GST and customs related cases, etc., filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in respective areas. Your Board believes that the outcome of these cases is unlikely to cause a materially adverse effect on the Company's profitability or business performance. Your Company has a Contingent Liability of Rs. 237.93 Million as on March 31, 2025 as compared to Rs. 313.32 Million as on March 31, 2024. Attention is drawn to the explanations mentioned in Note No. 29 of the Notes to Financial Statements for the financial year ended March 31, 2025. In view of the present status and based on legal advice obtained from time to time, your Board is of the opinion that no provision is required to be made against these Contingent Liabilities.

A separate paragraph on internal control systems and their adequacy has been provided elsewhere in this Board's Report.

The Earnings per Share (EPS - Basic and Diluted) of your Company for the financial year ended March 31, 2025 was at Rs. 25.55 as compared to the (EPS -Basic and Diluted) for the previous financial year ended March 31, 2024 at Rs. 20.22. Your Company recorded an EBITDA margin of 21.07% during the financial year under review as compared to 22.52% during the financial year 2023-24.

Your Company does not have any Bank Borrowings and the entire capital expenditure has been funded through internal sources.

The Capital Expenditure incurred during the year under review amounted to Rs. 3,375.66 Million as compared to Rs. 1,188.57 Million in the previous year.

In compliance with the requirement of the Listing Regulations, the key financial ratios of the Company alongwith explanation for significant changes (i.e., for change of 25% or more as compared to the immediately previous financial year), has been provided hereunder:

*There is no borrowing in the Company. However, Finance cost includes interest expenses accounted for various deposits in accordance with Ind AS 109, Financial Instruments and interest expense accounted on various lease contracts in accordance with Ind AS 116.

The significant change in Debtors to Sales Ratio is due to change in credit terms with E-commerce vendors. Also, the significant change in Net Profit Margin % is due to an exceptional gain on sale of land during the year under review. Other than these, there have been no significant changes over previous years across all other ratios.

Return on Net worth has changed due to an exceptional gain on sale of land during the year under review.

For further explanation, please refer to Note no. 41 of the Notes to Standalone Financial Statements for the year ended March 31, 2025.

The other financial ratios of the Company relating to previous 10 years has been provided in other part of this Annual Report.

Your Company has been continuously working to advance human resources skills, competencies and capabilities within the organisation, which are critical to achieve desired results in line with the strategic business ambitions. Some key initiatives taken in this direction during the year under review are summarised below:

• Industrial Relations: Your Company consistently maintained harmonious and peaceful Industrial relations across all manufacturing units. The positive environment is largely attributed to the active participation of employees in the collective bargaining process. The collaborative approach has led to a stable and productive workplace, where both parties work together to achieve common goals, enhancing overall efficiency and morale.

- Signoff Negotiation of Long-Term Agreement (LTA) with the worker's union at Bataganj manufacturing unit in Bihar, was achieved during the year under review.

- Successful implementation of VRS for eligible workmen at Batashatak manufacturing unit in Tamil Nadu.

- During the year under review, your Board approved closure of Southcan Unit in Karnataka, since VRS was implemented in its previous financial year.

• Employee Development and Learning: Your Company continued to invest in comprehensive employee development through Bata e-University for managerial staff and the revitalised Bata Training Academy for Retail and IHM teams. Programs like Udaan were celebrated with pan-India felicitations and the newly launched STEP UP – Career Elevation Program provided growth pathways from Store Manager to District Manager roles.

• New Headquarters – A Leap into the Future:

As Bata Group marked its 130th anniversary, your Company inaugurated its state-of-the-art headquarters at Milestone Experion Centre, Gurugram. This Platinum LEED and GRIHA-certified building represents the future of sustainable, smart and collaborative workspaces. Embracing Blue Sky Thinking, the space integrates smart technology, wellness-focused amenities, open working zones and eco-friendly infrastructure, reinforcing your Company's commitment to innovation, sustainability and employee experience.

• Diversity, Equity, Inclusion & Belonging: Your Company was recognised as one of the Best Organizations for Women 2025 by ETNOW. As part of its continued efforts to create a more inclusive workplace, your Company launched Project Bharti, a structured initiative to hire, develop and retain female store managers. Prestigious accolades such as DivHERsity Award by HerKey for one of the Top 20 Most Innovative Women L&D Programs in India and NHRD Diversity & Inclusion Award were awarded for exemplary leadership in embedding D&I into business and culture, further reinforced this commitment.

Mandatory awareness sessions on Prevention of Sexual Harassment at Workplace (POSH) were conducted across locations.

• Employee Safety & Wellness: A dedicated Emergency Response Team was activated to ensure employee safety, with National Safety Week celebrated across offices.

Under the BeWell at Bata initiative, multiple wellness sessions and health check-up camps were organised, including activities for Mental Health Awareness Month.

• Talent Acquisition: An AI-powered digital recruitment platform was launched to enable efficient and data-driven talent acquisition.

In conclusion, your Company continues to foster a culture of learning, inclusivity, innovation and well-being in line with the people-first philosophy. From strengthening industrial harmony to embracing cutting-edge digital tools, launching inclusive initiatives like Project Bharti and unveiling a future-ready headquarters, the year under review has been a testimony to the commitment of your Company to create a workplace where every employee thrives.

In compliance with Regulation 34(2)(f) of the Listing Regulations, your Company is pleased to publish its 3rd Business Responsibility and Sustainability Report (BRSR) for the financial year 2024-25, in a fair and transparent manner, covering the essential indicators that are required to be reported on a mandatory basis in the prescribed format. The Report is aligned with your Company's approach towards sustainable, inclusive and resilient development, which is annexed to the Board's Report and marked as Annexure – IX. The BRSR also contains further information on conservation of energy, technology absorption, R & D and energy conservation activities of the Company. The BRSR has been uploaded on the website of the Company at www.bata.in and is available at the link https://www.bata.in/bataindia/a-29_s-181_c-42/ investor-relations.html

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Considering the provisions of Section 136 of the Act, this Annual Report, excluding the information on remuneration of employees in terms of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is being sent to the members of the Company and others entitled thereto. The said information would be available for inspection, by members, at the Registered Office of the Company or through electronic mode, during business hours on working days upto the date of the 92nd AGM of the Company. Any member interested in obtaining a copy thereof may write in this regard to the Company Secretary of the Company.

During the year under review, no transaction or event took place in relation to other items which are not applicable to your Company and accordingly, they have not been separately commented upon.

There are certain statements which have been made in the Management Discussion and Analysis Report describing the estimates, expectations or predictions, may be read as ‘forward-looking statements' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed or implied. The important factors that would make a difference to your Company's operations include demand-supply conditions, raw material prices, changes in Government Policies, Governing Laws, Tax regimes, Global Economic Developments and other factors such as litigation and labour negotiations.

Your Board is thankful to our customers for their continuous patronage and remains committed to serving them by delivering more style and comfort at every step.

Your Board acknowledges with thanks the support of all business partners, suppliers, vendors, associates and dealers as well as the regulatory authorities of the Central and State Governments in India. Your Board looks forward to their continued support in the coming years as well.

Your Board is deeply thankful to the investors and shareholders for their unwavering confidence and faith. Your Board is also grateful to Bata Shoe Organization (BSO) for their continuous guidance and support. Your Board also thanks the communities, who have reposed their trust in us. Your Board acknowledges and appreciates the hard work and commitment by employees, workmen and staff including the Management headed by the Executive Directors who worked together as a team in meeting the challenges of external business environment and achieving a resilient business performance. Your Board also places on record its deep appreciation for the guidance, experience and wisdom provided by the Independent Directors and the Non-Executive Directors that helped your Company to take the appropriate decisions in progressing towards its business goals.