Bata India Ltd

Your Directors are pleased to present the 91^st Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS & PERFORMANCE

(Rs. in Million)

Your Company has prepared the Financial Statements for the financial year ended March 31, 2024, 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, 2024, your Company achieved a turnover of Rs. 34,784.13 Million as compared to the turnover of Rs. 34,515.68 Million recorded during the previous financial year ended March 31, 2023, registering a growth of 0.78%. Your Company posted a profit of Rs. 3,895.32 Million, before exceptional item and taxes, for the financial year ended March 31, 2024, as against Rs. 4,256.30 Million for the financial year ended March 31, 2023. The exceptional item of Rs. 409.00 Million is towards a scheme of VRS, introduced at one manufacturing unit, during the financial year ended March 31, 2024. Your Company posted a Net Profit of Rs. 2,599.25 Million for the financial year ended March 31, 2024, as against the Net Profit of Rs. 3,191.17 Million for the financial year ended March 31, 2023. Gross Profit expanded by 89 bps for the financial year ended March 31, 2024, showcasing consistent efficiency improvements across operations.

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

On a consolidated basis, your Company reports a turnover of Rs. 34,786.10 Million during the financial year ended March 31, 2024 and a consolidated Net Profit of Rs. 2,625.11 Million for the said financial year.

OPERATIONAL HIGHLIGHTS & PERFORMANCE

Your Company continued to be India's favorite footwear brand. Your Company retails through a PAN India network of 1862 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. Your Company witnessed premiumisation as a trend that soared post pandemic. However, in 2023, a wider gap appeared in India's discretionary consumer spending, as retailers registered higher sales of premium, high-priced articles as against low-priced items.

During the year under review, your Company witnessed a steady growth in demand for premium and casual footwear. This demand translated into the growth of Average Selling Price (ASP) and gain in the share of higher category articles in brands like Hush Puppies, Red Label, Floatz and North Star. Our strategy for premiumisation continues progressively. As Indian consumers shift up the income pyramid, small towns also saw surge in demand for premium products. Aspirations for branded products, ease of digital payments and the impact of digital marketing & social media, attracted consumers from Tier 3 - 5 cities.

Your Company continues to expand its retail network, renovate stores to elevate customer experience and accelerate expansion through Franchise and Distribution networks. Due to strong Brand recall, your Company has been witnessing increasing interest for opening of franchise stores. Your Company crossed the milestone of 500 Franchise stores for the first time, taking a leap forward in its retail footprint. Distribution channel was scaled up to 1500+ towns.

Your Company continued to implement initiatives to elevate customer experience at its stores and on its website. During the year under review, your Company renovated 180+ stores with significant thrust towards portfolio newness with style and technology propositions.

During the year under review, your Company introduced a series of innovations like Bata Shoe Care Program, Buy Now Pay Later and Bata Wallet. Your Company witnessed deceleration in the discretionary spending front that started towards the end of March 2023. While your Company experienced scattered green shoots during the year under review on occasions such as festive seasons, wedding seasons, etc., the overall demand in the footwear segment remained subdued.

India is at the intersection of sports, fitness, fashion and the casualisation of lifestyle. Consumer demand for casual footwear is driving growth. There was a distinct shift in consumer mindset including brand consciousness and accordingly, your Company maintained its focus on evolution of its product portfolio with the strategy of casualisation and premiumisation. Sneaker Studio were expanded to over 650 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 400 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. Catering to the consumer trends of casualisation, your Company launched "Every Walk is a Ramp Walk" that has met encouraging response and impact on the Brand. Other campaigns launched during the year under review - "Bata Celebration", "Casual Style" further elevated connect with customers.

Your Company has one of the largest Omni-network in India covering over 1700 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 Franchisee stores.

Investment in technology integrations improved customer experience on Bata.com, Returns and Refunds. Your Company has invested in two large projects - HPM and ERP. As a fashion trend setter, your Company invested in High Performance Merchandising (HPM) technology, for seamless end-to-end planning, to service customers with best offerings by understanding demand better, predicting trends at granular levels and effective replenishment of latest collection in the stores. During the year under review, HPM was implemented. The entire process upto replenishment of stores is now automated. ERP implementation is further going to enhance productivity and support efficient future growth.

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 Amazon and Flipkart with sharp focus on growth opportunities across categories and brands and continues to be among the top footwear brands on both Amazon and Flipkart. During the year under review, your Company witnessed growth in school, ladies VAC and sports categories.

Your Company stepped-up its infrastructure to enhance productivity and efficiencies across the value chain. Your Company successfully implemented VRS at one of its manufacturing unit. 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 slowness 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.

SHARE CAPITAL

The Authorised Share Capital of your Company as on March 31, 2024, stood at Rs. 700 Million divided into 140,000,000 equity shares of Rs. 5/- each. The Issued Share Capital of your Company is Rs. 642.85 Million divided into 128,570,000 equity shares of Rs. 5/- each and the Subscribed and Paid-up Share Capital is Rs. 642.64 Million divided into 128,527,540 equity shares of Rs. 5/- each, fully paid-up.

DIVIDEND

The Board, at its meeting held on May 18, 2023, reviewed and amended the Dividend Distribution Policy to include a provision that subject to the general considerations and other parameters / conditions as mentioned in the Policy and further subject to adequate Retained Earnings to meet requirements of capital expenditure, including for distribution, supply chain, technology and strategic initiatives and working capital, your Board shall endeavour to pay / recommend a dividend having pay-out of upto 60% of Profit After Tax for that year. This provision is effective for dividend for the financial year 2022-23 and onwards.

In line with the amended Dividend Distribution Policy of your Company, your Board recommends a Dividend of Rs. 12/- (240%) per equity share of Rs. 5/- each, fully paid-up of your Company, for the financial year ended March 31, 2024. The dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company from Thursday, August 22, 2024 onwards. The total payout of aforesaid dividend would be approximately Rs. 1542.33 Million. The amended 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-L i b r a r y / d e f a u l t / veadaf24d0adb1bcaa378b1c1293c96d71a988b9e/ 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.

GENERAL RESERVE

Your Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2024.

DEPOSITS

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, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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, 2024, 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.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2024, 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, 2024.

Investor Education and Protection Fund (IEPF)

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. 21,66,318/- 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, 2016.

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 33,872 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid Rules.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

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, 2024 and the date of this Report.

SUBSIDIARIES

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, 2024, 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 was engaged in manufacturing of closed footwear. 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, 2024, 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, 2024. 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

AUDIT AND AUDITORS Statutory Auditors

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 89^th AGM held in the year 2022 until conclusion of the 94^th 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, 2024, form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

Secretarial Auditors

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 18, 2023 appointed M/s. Chandrasekaran Associates, (FRN: P1988DE002500), Company Secretaries, 11-F, Pocket

- IV, Mayur Vihar Phase - I, Delhi - 110091, as the Secretarial Auditors of your Company, to conduct the Secretarial Audit for the financial year ended March 31, 2024 and to submit Secretarial Audit Report thereon.

The Secretarial Audit Report as received from M/s. Chandrasekaran Associates 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.

CORPORATE GOVERNANCE REPORT

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, 2024 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, 2024 to avoid repetition in this Board's Report.

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

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, 2024, 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. During the year under review, an application under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) (the "IB Code") was filed against Bata India Limited for recovery of purported dues. The said application is not yet admitted by NCLT and your Company has a good case to defend the same without any material financial impact. Except this, no other Corporate Insolvency Resolution application was made or proceeding was initiated, by / against Bata India Limited under the IB Code. Further, no other application / proceeding by / against Bata India Limited under the IB Code is pending as on March 31, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

MANUFACTURING AND SOURCING

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, 52 audits were performed in 2023, resulting in a total average score of 90.1%. 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 and received Winner Award (under Large Industry Category) under the ZED stream (Zero Defect in Manufacturing & Zero Effect on Environment) in the CII National ZED Competition and subsequently in the fields of Environment, Cost Savings and Quality. 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 continued its focus on enhancing its capability and capacity by partnering with strategic suppliers and thereby also delivering a cost advantage. Strategic sourcing initiatives like L2L, import substitution, etc., continue to contribute and have supported Speed-to-Market and helped in significant margin improvements.

RESEARCH AND DEVELOPMENT ACTIVITIES AND ENERGY CONSERVATION

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), Sandal & Slippers – IS:6721:2023 along with SEDEX Certification.

An expenditure of Rs. 58.71 Million was incurred on Research and Development (including product development initiatives) during the year under review, as against Rs. 63.72 Million during the financial year 2022-23.

Your Company achieved reduction of air pollution and emissions at its Batanagar Factory by Briquette Consumption of 758 Ton. Your Company shall continue to invest on Research and Development activities and energy saving measures in its manufacturing units.

Further information on conservation of energy and technology absorption are annexed to this Report and marked as Annexure - III.

CORPORATE SOCIAL RESPONSIBILITY

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 your Company 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. 25,883,847 (inclusive of amount required to be set-off) was spent on various CSR initiatives (covered hereinafter in this Report) for the financial year ended on March 31, 2024. The unspent amount of Rs. 5,361,181 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.in/on/demandware.static/-/Sites-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 2023-24, CSR (Corporate Social Responsibility) 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, healthcare, environmental conservation and gender equality.

Promoting Education Bata Children's Program

Through our initiatives, including the Bata Children's Program (BCP), we reached over 5300 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.

Stride with Pride

Under our "Stride with Pride" program, we prioritised sustainability and foot care awareness, benefitting over 3100 underserved individuals.

Environment Sustainability Projects

Environmental sustainability projects included rainwater harvesting structure and solar power installations in various schools, conserving water and reducing CO2 emissions by an estimated 700 tonnes.

Girl Child Support

Bata continued to implement one of the most needed programs on menstrual hygiene & awareness wherein we 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 eco-system 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 4000 hours dedicated to community service. Activities were organised on special occasions to support the society and enthusiastic participation was seen by the Bata team. While addressing the needs of the community through CSR initiatives, the Company also encouraged its employees to participate in the cause through employee volunteering. 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.

SUPPORT FROM BATA SHOE ORGANIZATION

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. 498.71 Million to GFS for the financial year ended March 31,

2024, which is around 1.43% of the Turnover of your Company.

Composition

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.

Meetings

During the year under review, a total of 7 (seven) Meetings of the Board of Directors of your Company were held, i.e., on April 25, 2023, May 18, 2023, July 5, 2023, August 9, 2023, November 8, 2023, February

1, 2024 and February 2, 2024. Details of Board composition and Board Meetings held during the financial year 2023-24 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Changes in Board Composition

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

The Board places on record its sincere appreciation for the services rendered by Mr. Alberto Toni during his tenure.

The Board at its meeting held on May 29, 2024 has appointed Mr. Mukesh Hari Butani (DIN: 01452839) as an Independent Director with effect from June 1, 2024.

The said appointment is subject to approval of the Members of the Company. Further details in this regard are given in the Notice convening the 91^st AGM of the Company.

Other Information

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.

Director seeking appointment / re-appointment

Mr. Anil Ramesh Somani (DIN: 10119789), Whole-time 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 of your Company, liable to retire by rotation.

Following directors also seek appointment / reappointment at the ensuing AGM, in respect of whom Notices under Section 160 have been received by your Company and their appointment / reappointment are recommended by the Board:

• Re-appointment of Mr. Ashwani Windlass (DIN: 00042686) as an Independent Director.

• Appointment of Mr. Mukesh Hari Butani (DIN: 01452839) as an Independent Director.

Necessary Resolution(s) alongwith disclosure(s) / further information(s) in respect of the aforesaid directors seeking appointment / re-appointment at the ensuing AGM have been given in the Notice convening the 91^st AGM of your Company.

Key Managerial Personnel

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. Anil Ramesh Somani (DIN: 10119789), Director Finance and Chief Financial Officer, who was appointed by your Board as the Chief Financial Officer (KMP), with effect from April 3, 2023 and was subsequently appointed as a Whole-time Director, with effect from April 25, 2023, details of which are given above.

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

Declaration by Independent Directors

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 also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Committees of the Board

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

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 the Institute of Company Secretaries of India (ICSI).

AUDIT COMMITTEE

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.

NOMINATION AND REMUNERATION POLICY

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. Your Board at its Meeting held on April 25, 2023, amended the provisions relating to appointment of directors and their remuneration in the said Policy.

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 amended Policy (containing the changes made therein) 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.in/on/demandware.static/-/Sites-bata-in-L i b r a r y / d e f a u l t / v4630e105168980f045e35a4a408a4a6d759e76c0/ 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 2023-24 have been provided in the Corporate Governance Report which forms part of this Annual Report.

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

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.

DIRECTORS' RESPONSIBILITY STATEMENT

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, 2024 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.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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.in/on/ demandware.static/-/Sites-bata-in-Library/default/ vca1a6dc6c6c9dd1e1b2bd451ba8726ee06c054d7/ Staticpagesimages/Company%20Policies/Whistle-Blower-Policy.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.

CONFIRMATION OF COMPLIANCE ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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, 2024, 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.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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.

Risk Management is embedded in the Company's operating framework. Your Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across the Company and prioritise relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks. An assessment of cyber security has also been carried out in compliance with the requirement of the Listing Regulations and a mitigation plan has been made to counter such risks.

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.

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

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.

Industry Structure and Developments

The global footwear market is projected to grow at a CAGR of ~4% during 2023 to 2028, driven by the changing fashion trends and increasing demand for comfortable and stylish footwear with superior quality. With over 85% of the world's population owning a smartphone coupled with impact of social media and digital advertising, retail e-commerce is expected to grow exponentially with a significant boost in the footwear sales.

India is the world's second-largest producer and consumer of footwear. Globally, India contributes more than 10% to footwear production and consumes more than 11%. The footwear industry in India contributes 2% to the country's GDP and generates substantial employment. The footwear market in India is expected to reach USD 90 Billion by 2030. The Industry is constantly evolving with new trends, styles and technologies, making it an exciting and dynamic industry.

Indian retail sector has consolidated remarkably well in 2023, which augurs in favour of the economy, job-creation and growth of brands. Technology innovations, global partnerships and strategic investments are reshaping the retail landscape. Retail accounts for over 10% of India's GDP and employs 8% of the country's total workforce. Retail growth is 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.

While economic shadows keep looming in the background, India's retail industry is predicted to rise by over 10% over the next few years, with businesses utilising technology innovations to appeal to both luxury and value customers.

Opportunities and Threats

India's footwear sector is undergoing a tremendous transformation due to a significant shift in consumer preferences and purchasing behaviour. With an increase in awareness about health and fitness, casual footwear saw rapid growth. The industry also witnessed a shift in the perception of footwear from a utility product to a fashion statement. However, the average volume of footwear per person in India is still much below the global average of 3 pairs. The Indian footwear market is projected to grow at a CAGR of ~4.8% during 2023 to 2028, with volume crossing 2,225 Million pairs by 2028, on the back of factors like: a) Rise in income and purchasing power. Easy availability of finance. b) Increase in non-occasion wear purchases and wardrobe refreshes. c) Continuous increase in working population ratio and higher participation of female workforce. d) Demand for bigger shopping malls. Higher aspiration levels for branded products. e) Increase in digital payments and online shopping. f) Emergence of value products and improved penetration of EBOs in Tier 3 - 5 cities and smaller towns. g) Higher number of sports and events such as marathons and adventure trips.

However, macroeconomic factors like rate of economic growth, inflation, regulatory changes, unemployment rate, etc., may impact the growth in demand for footwear. Aspirational buying, the spread of e-commerce & digital payments and social media whetting consumer appetite have now taken demand for premium products to small towns too. With increasing consumer demand and expansion of retail e-commerce, the industry is expected to experience significant growth in the coming years.

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 expand its presence through COCO (Company Owned Company Operated) & Franchise stores, online reach 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. However, the competition continues to grow with unorganised sector moving into organised space.

Apart from the above, casualisation and premiumisation of product portfolio targeting higher ASP and expansion in the market share of premium category, innovation, scaling up digital channels and productivity enhancement will continue to be the priority of your Company along with investments in our brands and stores.

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

Key Focus Areas

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.

Marketing and Campaigns

Bata India continues to be a strong brand in the footwear industry by consistently delivering on fashion trends with the promise of comfort. Driven by extensive research and deep-rooted consumer insights, the marketing campaigns and communications were meticulously crafted to deliver an exceptional value proposition that resonates with modern sensibilities and helped your Company to maintain its strong brand image in a highly competitive market.

Recognising the burgeoning sneaker culture around the world, particularly among Gen Z and Millennials, your Company deftly capitalised on this trend with "Sneaker Studio" campaign. The campaign put forth the compelling proposition of 300+ sneaker styles from 9 international brands under one roof, establishing Bata as the one-stop destination for sneaker aficionados. Building on the successful pilot and widespread acceptance of the Sneaker Studio Concept, your Company rolled out the concept in 50% of stores during the year under review, providing an immersive and curated shopping experience for the customers.

To address the needs of contemporary Indian women who seek international footwear styles that seamlessly blend fashion and comfort, we launched the "24x7 Glam" collection with an invigorating campaign featuring brand ambassador and Bollywood actress Ms. Disha Patani.

As leadership styles continue to evolve, your Company set out to strengthen "Hush Puppies" connect among the young leaders of today. Hush Puppies, under Bata India, proudly partnered with The Economic Times to honour and celebrate the accomplishments of 40 extraordinary leaders at the ET 40Under40. The partnership highlighted your Company's dedication towards uplifting the next generation of leaders and establishing Hush Puppies as a partner of choice for success.

Celebrating the 75th anniversary of North Star, a brand that has long stood for challenging conventions, freedom of self-expression and an authentic way of life, your Company launched a nostalgic campaign to resonate with the youth. Honouring the past while shaping the future, the campaign highlighted North Star's enduring appeal and its ability to capture the spirit of generations. As India entered into the festive season, your Company launched two back-to-back collections under "Every Walk Is a Ramp Walk" campaign. Rooted in the insight that anyone can feel like a celebrity with self-confidence and a stylish pair of shoes, the campaign offered a refreshing departure from traditional celebrity endorsements. Your Company strategically invested in the greatest cricketing event - ICC Men's Cricket World Cup as an Associate Sponsor on Cricket Live to reach out to the valued customers. Your Company truly made heads turn with this biggest campaign of the year. Building strong style credentials for Bata India, your Company launched the "10/10" campaign for the spring-summer collection featuring carefully curated casual, glamorous and wedding footwear styles from Bata Red Label, Bata Comfit, NorthStar, Hush Puppies and Bata, designed to transform everyday into an extraordinary 10 on 10 stylish moment for Indian Consumers. The campaign focused on empowering individuals to step out in confidence and express their unique style effortlessly. Strategically timed to coincide with key consumer moments such as the wedding season and the new season, the collection's launch ensured that customers had access to on-trend styles suitable for every occasion.

Bata India's comprehensive marketing strategy, encompassing digital campaigns, OOH activations and collaborations with prominent fashion and lifestyle influencers, successfully reached over 14 Million potential customers. This impactful approach resonated with the industry, and your Company won awards like, "Most Admired Marketing Campaign of the year" award by IMAGES Fashion Retail, "Best Influencer Marketing campaign" under Fashion and Apparel category as well as Multi-Platform Category for the biggest campaign of 2023, "Make Every walk a Ramp walk" at the Economic Times Trendies awards.

The marketing efforts undertaken during the year under review expanded Bata India's reach and resonance among its target demographics, creating deeper connections with consumers. The innovative campaigns showcased your Company's ability to stay attuned to contemporary trends, effectively positioning the brand as leader in style and comfort in the footwear industry.

During the year under review, to strengthen its portfolio of fashion footwear and accessories, your Company entered into a licensing and manufacturing deal for the world-renowned lifestyle brand Nine West. Under the licensing agreement, your Company has the rights to manufacture, market and distribute Nine West footwear and accessories across India. The extensive store network and diverse consumer base of your Company provides an important step in catering to the demands of consumers seeking trend-right fashion.

Bata Comfit

Comfit continued to produce detail-driven designs with pastel shades, soft volume and minimal uppers. It generated seasonal newness in longevity-focused key technologies like Comfit Cushion and Active Walk collection. "Naturfit" anatomic, which contours the shape of foot and provide unmatched comfort with arch support was launched.

Bata Core

Newness remained the key for this category. Refreshed with statement trims, fresh color palette, fashion-driven details on upper, surface enhance techniques like embossing led a splendid upward trajectory throughout the year. Chunkier soles, squared toe shape contributed in making the Brand look more versatile.

Bata Red Label

Injected newness in terms of trendy silhouettes, prints and toe shapes. New wave of ultra-elevated looks with surface textures, heel shapes and trims emerged which committed to offer freshness. It was ensured that range plans were reflective of changing consumer demands and created versatile products. Ceremonial range included curated selection of jeweled heels, embroidered uppers highlighting Glitz and Glam vouge. Modish last shapes, lightweight shoe and flexibility features foregrounded men's collection.

Hush Puppies

Hush Puppies stands for comfort and as part of product expansion strategy, your Company will continue to innovate technology. Product technologies like Bounce, Bounce Plus, Weather Smart, The Body Shoe, ZeroG, Wave Reflex and Deep Comfort offer the right blend of sustainable technology and comfort to the consumers.

Consumers have evolved and following macro, industry, color and material trends, key focus of your Company is on casualization. However, the hold on dress comfort remains strong as always. To meet the aspirational lifestyle needs of consumers, the Brand has also introduced the premium footwear range which has become the unmatched epitome of style and comfort.

Power

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 also launched its 1st Power EBO in Noida and plans to open another 5 EBOs shortly.

Your Company also launched Power apparel in India. The collection features breakthrough technology that helps regulate body temperature during workouts. During the year ended March 31, 2024, the collection was expanded to 70 stores and your Company plans to expand the same to 100 stores in near future.

Floatz

Under Floatz, your Company will continue to offer colourful, lightweight and all-day comfort products. Floatz will focus on enhancing offering by adding more designs and trendy styles like Floatz 3.0 and 3.1 collection to increase newness across gender offerings. During the quarter ended March 31, 2024, Floatz achieved highest-ever quarterly turnover, enhanced by 11 Kiosk.

Digital Multi-Channel Business

Your Company has one of the largest Omni-network in India covering over 1700 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.

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

In addition, Home Delivery Services now have been extended to all Franchisee stores. This has opened up the complete product catalogue to the Franchisee customers and is leading to incremental business for Franchisee partners. Home Delivery continues to contribute over 1 million pairs of sales in a year. Investment in technology integrations improved customer experience on Bata.com, Returns and Refunds and also led to significant reduction in customer complaints.

Non-Retail Business

Your Company's non-retail business division comprises of Multi-Brand Outlets, Key Accounts, industrial and institutional business divisions and exports. With the change in consumer behavior as well as Trade Dynamics, we have made changes to provide better service to our Trade Partners and Consumers. We continue to focus on select categories like School, Sandak, Value Added Men's and Ladies open, Evalite and Men's closed where we have advantages and also on casualisation through Sneakers.

Overall health of the business has improved inspite of sluggish market and your Company is gaining market share.

Bata availability in MBO is now in 1500+ towns and 700+ enterprises provide Bata shoes to their Employee/Customers through our B2B Division. Considering the soft landing of demand in the distribution market, since last few quarters, your Company has strategically increased its focus on larger distributors to drive business. This further allows your Company to focus on the market in a closer cohort. This is reflected in the improvement in Weighted Distribution which has grown to over 45%.

Consumer Experience

During the year under review, your Company has invested in technological advancements and the process restructuring to deliver unrivalled consumer experiences. The latest 360? CRM integration with multiple platforms (Transaction Data, ORM tool, IVR, Email, Chatbot & POS) enables your Company, to track customer journey and manage their requests & complaints swiftly and seamlessly. These developments are resulting in faster resolution and reduction in the overall escalations.

As a core area of focus, your Company further enhanced consumer experience in the stores by face-lifting various stores across the country. Your Company also implemented various industry first and cutting-edge initiatives such as the AI enabled Bata VM-AI app (Bata Hub), Brand stories in stores to promote brand awareness, etc.

Bata E-Pay platform and the Buy-Now-Pay-Later platform helped your Company to provide seamless digital payment options to its customers.

Segment wise or product wise performance

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, 2024 are covered previously in this Report.

Outlook

The Indian footwear industry has displayed resilience after the pandemic-led shocks and since then, has been exhibiting healthy revival. The industry growth is expected to be driven by higher disposable income across geographies and segments, aspiration for branded and comfortable footwear and the constantly changing fashion trends & consumer preferences.

However, factors like domestic inflation, rising rentals in commercial real estate market, enhanced volatility in global financial systems, escalation of geo-political stress, etc., may challenge India's footwear market growth.

India's e-commerce market is projected to grow at 18% annually through 2025. However, e-commerce return rates are much higher in Fashion & Apparel categories, posing a threat to online sales profitability.

Brick-and-mortar store formats continue to be in demand witnessing high occupancy rates. Industry experts expect another 8 Million sq. ft. of malls will become operational across the country in the current year, as top retailers look to expand their store count, largely driven by consumption-led growth in India. 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. Your Company is building style & fashion forward imagery through influencers, media revamp and store innovations.

To cater to the constantly changing fashion trends & consumer preferences, your Company is pivoting the Brand on style, modernity and youthfulness with high levels of portfolio freshness.

Your Company is strategically positioned to harness the present challenges, given the strength of its Brand, innovation capabilities, retail foothold and growing online presence in footwear and accessories category. Your Company continues to focus on efficiency and productivity backed by digital transformation for future readiness with cautious optimism.

Risks and Concerns and Contingent Liabilities

Your Company acknowledges the footwear industry is undergoing transformation. Customer needs & expectations from footwear industry, purchasing channels and buying habits have evolved. New expectations around customer experience / product discoverability are influencing business growth drivers and key initiatives. Your Company acknowledges the fact that competition from both domestic and international players, especially at the bottom of the pyramid, is increasing with every passing day.

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 and continuous customer service. 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 of the Board 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, excise 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. 313.32 Million as on March 31, 2024 as compared to Rs. 390.56 Million as on March 31, 2023. Attention is drawn to the explanations mentioned in Note No. 29 of the Notes to Financial Statements for the financial year ended March 31, 2024. 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.

Internal control systems and their adequacy

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

Discussion on financial performance

The Earnings per Share (EPS - Basic and Diluted) of your Company for the financial year ended March 31, 2024 was at Rs. 20.22 as compared to the (EPS -Basic and Diluted) for the previous financial year ended March 31, 2023 at Rs. 24.83. Your Company recorded an EBITDA margin of 22.52% during the financial year under review as compared to 22.91% during the financial year 2022-23.

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. 1,188.57 Million as compared to Rs. 957.85 Million in the previous year.

Details of significant changes in key financial ratios alongwith explanation

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.

**Leases has been considered as debts.

There have been no significant changes over previous year across all ratios. For further explanation, please refer to Note no. 41 of the Notes to Standalone Financial Statements for the year ended March 31, 2024. The other financial ratios of the Company relating to previous 10 years has been provided in other part of this Annual Report.

Material developments in the human resource / industrial relations front, including number of people employed

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 that have been taken in this direction during the year under review are summarised below:

• Negotiations of Long-Term Agreement (LTA) for settlements of demands with the Worker's Union at the manufacturing unit of the Company at Batashatak at Hosur, Tamil Nadu.

• Successful implementation of a Voluntary Retirement Scheme (VRS) at the manufacturing unit of the Company at Southcan, Bengaluru, Karnataka.

• Industrial relations at all the manufacturing units of your Company have been harmonious and peaceful with active involvement of the employees in the collective bargaining process. Your Company has also encouraged wholehearted participation of the employees and union in improving productivity as well as quality of its products.

• Enhancing Employee Experience: Employee focused approach to ensure seamless hire to retire journey with engagement and growth orientation. Through digitisation and process simplification, your Company is dedicated to enriching the hire to retire journey for employees, ensuring a seamless and rewarding experience at every stage of their employment.

• Introduction of AI-enabled tools for employee pulse checks: Your Company has embraced technology to better understand employee sentiments and engagement levels. Through the implementation of AI tools, your Company now regularly gauges employee pulse at intervals, and proactively addresses concerns and maintains a positive work environment.

• Focus on team development and training: Your Company prioritized and invests in creating conducive environments for team development and training. The Bata Training Academy was revitalized with an approach to prioritize field training of our large and distributed workforce. The aim of training is towards improving customer centricity and overall experience in our retail stores, distribution business and to increase skills in our manufacturing plants. Your Company also focuses to provide cutting edge intellectual skill enhancements through digitally enabled training courses.

• Internal Growth initiatives: Your Company believes and promotes internal growth of employees and therefore focuses on providing opportunity to employees by Internal job postings and movements. This enables our employees with ample opportunities for learning, performance and growth within the organisation. Programs like STEP UP Express, STEP UP & UDAAN continued to support store teams, with Assessment Centers evaluating Bata Competencies.

• Personal and professional growth initiatives:

Various initiatives such as Bata eUniversity and the gamified eLMS for retail teams were introduced to facilitate personal and professional growth among employees.

• Diversity & Inclusion efforts: Diversity & Inclusion remained a key focus, with your Company actively working towards building a more diverse workforce. Recognitions as the Best Workplace for Women by ET and ASSOCHAM, along with acknowledgment of our DEI commitment by Retail Association of India, underscore our dedication to inclusivity.

• Commitment to a safe workplace: Your Company reaffirmed its commitment to providing a safe work environment, free from harassment, particularly zero tolerance for sexual harassment. Awareness sessions on the Prevention of Sexual Harassment at Workplace (POSH) were conducted across Bata India offices.

In conclusion, your Company's unwavering dedication to employee well-being, growth and inclusivity, coupled with the integration of advanced technologies, has positioned us for continued success. By fostering a culture of continuous improvement and innovation, we remain committed to creating a workplace where every employee thrives and contributes to our collective success.

CAUTIONARY STATEMENT

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In compliance with Regulation 34(2)(f) of the Listing Regulations, your Company is pleased to publish its 2^nd Business Responsibility and Sustainability Report (BRSR) for the financial year 2023-24, 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 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

Annexures forming part of this Report

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:

Annexure Particulars

I Secretarial Audit Report

II Corporate Governance Report

III Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo

IV & V Annual Report on CSR activities and CSR Policy (Salient features)

VI Nomination and Remuneration Policy

VII & VIII Disclosures on remuneration of directors and employees of the Company

IX Business Responsibility and Sustainability 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 91^st AGM of the Company. Any member interested in obtaining a copy thereof may write in this regard to the Company Secretary of the Company.

ACKNOWLEDGEMENT AND APPRECIATION

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving them by delivering more style and comfort at every step.

Your Board acknowledges and appreciates the support rendered by all our 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 assistance in future.

Your Board is deeply grateful to our investors and shareholders for the unwavering confidence and faith in us. Your Board is also thankful to the Bata Shoe Organization (BSO) for their guidance and support throughout the year.

Your Board also takes this opportunity to thank the communities your Company operates in, who have reposed their trust in us.

Your Board appreciates and values the efforts and commitment by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance despite a challenging business environment. Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their valuable contribution by way of strategic guidance which helps your Company to take the right decisions in progressing towards its business goals.